STYLE SELECT SERIES INC, 485BPOS, 2000-03-06

STYLE SELECT SERIES INC
485BPOS, 2000-03-06

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<PAGE>

As filed with the Securities and Exchange Commission on March 6, 2000
Securities Act File No. 333-11283
Investment Company Act File Act No. 811-07797

============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
PRE-EFFECTIVE AMENDMENT NO. |_|
POST-EFFECTIVE AMENDMENT NO. 22 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 23
(Check appropriate box or boxes)

SUNAMERICA STYLE SELECT SERIES, INC.
(Exact Name of Registrant as Specified in Charter)

The SunAmerica Center
733 Third Avenue
New York, NY 10017
(Address of Principal Executive Office)(Zip Code)

Registrant's telephone number, including area code: (800) 858-8850

Robert M. Zakem, Esq.
Senior Vice President and General Counsel
SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue - 3rd Floor
New York, NY 10017-3204
(Name and Address for Agent for Service)

Copy to:
Margery K. Neale, Esq.
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, NY 10022

Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement becomes effective.

It is proposed that this filing will become effective
(check appropriate box)
|X| immediately upon filing pursuant to paragraph (b)
|_| on (date) pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to 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.

<PAGE>

This registration statement incorporates by reference the Statement of
Additional Information contained in Post-Effective Amendment No. 21 to the
Registrant's Registration Statement on Form N-1A (File No. 333-11283), filed on
February 28, 2000.

<PAGE>

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MARCH 3, 2000 PROSPECTUS

SUNAMERICA STYLE SELECT SERIES(R)

o AGGRESSIVE GROWTH PORTFOLIO
o LARGE-CAP
o VALUE PORTFOLIO
o SMALL-CAP VALUE PORTFOLIO
o FOCUS PORTFOLIO
o INTERNATIONAL EQUITY PORTFOLIO
(CLASS Z SHARES)

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

SUNAMERICA
MUTUAL
[LOGO] FUNDS

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

FUND HIGHLIGHTS ............................................................. 2

FINANCIAL HIGHLIGHTS ....................................................... 14

SHAREHOLDER ACCOUNT INFORMATION ............................................ 17

MORE INFORMATION ABOUT THE PORTFOLIOS ...................................... 20

INVESTMENT STRATEGIES .................................................. 20

GLOSSARY ............................................................... 22

INVESTMENT TERMINOLOGY ............................................ 22

RISK TERMINOLOGY .................................................. 24

FUND MANAGEMENT ........................................................ 25

INFORMATION ABOUT ADVISERS ................................................. 26

SUNAMERICA
MUTUAL
[LOGO] FUNDS
<PAGE>
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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

When deemed appropriate by an Adviser, a Portfolio may engage in ACTIVE TRADING
when it frequently trades its portfolio securities to achieve its investment
goal.

The "GROWTH" ORIENTED philosophy to which the Aggressive Growth and Focus
Portfolios subscribe--that of investing in securities which are believed to
offer the potential for capital appreciation--focuses on securities considered
to have a historical record of above-average growth rate; to have significant
growth potential; to have above-average earnings growth or value or the ability
to sustain earnings growth; to offer proven or unusual products or services; or
to operate in industries experiencing increasing demand.

The "VALUE" ORIENTED philosophy to which the Large-Cap Value, Value and
Small-Cap Value Portfolios subscribe--that of investing in securities believed
to be undervalued in the market--reflects a contrarian approach, in that the
potential for superior relative performance is believed to be highest when
stocks of fundamentally solid companies are out of favor. The selection criteria
is usually calculated to identify stocks of companies with solid financial
strength and generous dividend yields that have low price-earnings ratios and
have generally been overlooked by the market.

The strategy of "INTERNATIONAL" INVESTING that the International Equity
Portfolio follows involves investing in at least three countries outside of the
United States, and may incorporate, in any combination, elements of value
investing, growth investing, and country allocation.

"COUNTRY ALLOCATION" is an investment strategy by which an Adviser purchases
securities based on research involving investment opportunities in particular
countries or regions, as opposed to opportunities in particular industries or
types of stocks. This research may include, but is not limited to, data and
forecasts about general regional economic strength, political and economic
stability, and valuation of currency.

MARKET CAPITALIZATION represents the total market value of the outstanding
securities of a corporation.

The following questions and answers are designed to give you an overview of the
SunAmerica Style Select Series, Inc. (the "Fund"), and to provide you with
information about six of the Fund's separate Portfolios and their investment
goals, principal strategies, and principal investment techniques. Each goal may
be changed without shareholder approval, although you will receive notice of any
change. There can be no assurance that any Portfolio's investment goal will be
met or that the net return on an investment in a Portfolio will exceed what
could have been obtained through other investment or savings vehicles. More
complete investment information is provided in chart form, under "More
Information About the Portfolios," which is on page 16, and the glossary that
follows on page 20.

Q: WHAT ARE THE PORTFOLIOS' INVESTMENT GOALS, STRATEGIES AND TECHNIQUES?

<TABLE>
<CAPTION>
Principal
Investment Investment
Fund Goal Strategy Principal Investment Techniques
- --------------- ------------ ------------- -------------------------------------------------
<S> <C> <C> <C>
AGGRESSIVE long-term growth active trading of equity securities selected on
GROWTH growth of the basis of growth criteria, issued by small-cap
PORTFOLIO capital or mid-cap companies

LARGE-CAP long-term value active trading of equity securities selected on
VALUE PORTFOLIO growth of the basis of value criteria, issued by large-cap
capital companies

VALUE PORTFOLIO long-term value active trading of equity securities selected on
growth of the basis of value criteria, issued by large-cap
capital or mid-cap companies

SMALL-CAP VALUE long-term value active trading of equity securities selected on
PORTFOLIO growth of the basis of value criteria, issued by small-cap
capital companies

FOCUS PORTFOLIO long-term focus and active trading of equity securities, without
growth of growth regard to market capitalization
capital

INTERNATIONAL long-term international active trading of equity securities and other
EQUITY growth of securities with equity characteristics of
PORTFOLIO capital non-U.S. issuers located in at least three
countries other than the U.S. and selected
without regard to market capitalization at the
time of purchase
</TABLE>

MARKET CAPITALIZATION RANGES

Companies are determined to be large-cap companies, mid-cap companies, or
small-cap companies based upon the market capitalization ranges prescribed by
the Style Box categories designed by Morningstar, Inc. Morningstar, Inc. may
change the Style Box market capitalization ranges over time as market conditions
and broad market valuations vary. The Portfolios' market capitalization ranges
will change as the Morningstar categories vary. Currently, these market
capitalization ranges are as follows: $1.5 billion or less for the Small-Cap
category; between $1.5 billion and $9.5 billion for the Mid-Cap category; and
$9.5 billion or more for the Large-Cap category. Under normal circumstances, at
least 65% of the total assets of each Style-based Portfolio will be invested in
companies with market capitalizations within the Portfolio's applicable range.
Also, the median market capitalization of the companies within each Portfolio
will fall within its applicable range.

- -------------------
2
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ADDITIONAL INFORMATION ABOUT THE SUBADVISERS

With the exception of the International Equity Portfolio, which has two
different Advisers, each Portfolio provides investors with access to at least
three different professional Advisers, each with its own distinct investment
methodology within a particular investment style. Each Adviser manages a
separate portion of a Portfolio.

SunAmerica will initially allocate the assets of each Portfolio equally among
the Advisers. SunAmerica will also allocate new cash from share purchases and
redemption requests equally among the Advisers, unless SunAmerica determines,
subject to the review of the Board, that a different allocation of assets would
be in the best interests of the Portfolio and its shareholders.

With respect to each Portfolio except the Focus Portfolio, SunAmerica intends,
on a quarterly basis, to review the asset allocation in each Portfolio to ensure
that no portion of assets managed by an Adviser exceeds that portion managed by
any other Adviser to the Portfolio by more than 5%. If such a condition exists,
SunAmerica will then re-allocate cash flows among the Advisers, differently from
the manner described above, in an effort to effect a re-balancing of the
Portfolio's asset allocation. SunAmerica does not intend, but reserves the
right, subject to the review of the Board, to reallocate assets from one Adviser
to another when it would be in the best interests of the Portfolio and its
shareholders to do so. In some instances, the effect of the reallocation will be
to shift assets from a better performing Adviser to a portion of the Portfolio
with a relatively lower total return.

With respect to the Focus Portfolio, in general, SunAmerica will not rebalance
or reallocate the assets of the Portfolio among Advisers. However, SunAmerica
reserves the right, subject to the review of the Board, to reallocate assets
from one Adviser to another when it would be in the best interests of the
Portfolio and its shareholders to do so. In some instances, where a reallocation
results in any rebalancing of the Portfolio from a previous allocation, the
effect of the reallocation will be to shift assets from a better performing
Adviser to a portion of the Portfolio with a relatively lower total return.

Q: WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIOS?

A: The following section describes the principal risks of each Portfolio, while
the chart on page 16 describes various additional risks.

RISKS OF INVESTING IN EQUITY SECURITIES

All of the Portfolios invest primarily in equity securities. As with any equity
fund, the value of your investment in any of these Portfolios may fluctuate in
response to stock market movements. You should be aware that the performance of
different types of equity stocks may rise or decline under varying market
conditions-for example, "value" stocks may perform well under circumstances in
which "growth" stocks in general have fallen. In addition, individual stocks
selected for any of these Portfolios may underperform the market generally.

RISKS OF NON-DIVERSIFICATION

Each Portfolio is non-diversified, which means that it can invest a larger
portion of its assets in the stock of a single company than can some other
mutual funds; by concentrating in a smaller number of stocks, the Portfolio's
risk is increased because the effect of each stock on the Portfolio's
performance is greater.

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3
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FUND HIGHLIGHTS
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ADDITIONAL PRINCIPAL RISKS

Shares of the Portfolios are not bank deposits and are not guaranteed or insured
by any bank, government entity or the Federal Deposit Insurance Corporation. As
with any mutual fund, there is no guarantee that a Portfolio will be able to
achieve its investment goals. If the value of the assets of a Portfolio goes
down, you could lose money.

ADDITIONAL RISKS SPECIFIC TO THE AGGRESSIVE GROWTH PORTFOLIO AND SMALL-CAP VALUE
PORTFOLIO

Stocks of smaller companies may be more volatile than, and not as readily
marketable as, those of larger companies. These Portfolios may be riskier than
the Large-Cap Value Portfolio.

ADDITIONAL RISKS SPECIFIC TO THE INTERNATIONAL EQUITY PORTFOLIO

While investing internationally may reduce your risk by increasing the
diversification of your overall portfolio, the value of your investment may be
affected by fluctuating currency values, changing local and regional economic,
political and social conditions, and greater market volatility, and, in
addition, foreign securities may not be as liquid as domestic securities.

Q: HOW HAVE THE PORTFOLIOS PERFORMED HISTORICALLY?

A: The following Risk/Return Bar Charts and Tables illustrate the risks of
investing in the Portfolios by showing changes in the Portfolios' performance
from calendar year to calendar year, and compare the Portfolios' average
annual returns to those of an appropriate market index. Sales charges are not
reflected in the bar chart. If these amounts were reflected, returns would be
less than those shown. Of course, past performance is not necessarily an
indication of how a Portfolio will perform in the future.

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4
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AGGRESSIVE GROWTH PORTFOLIO (CLASS Z)

[BAR CHART]

'97 '98 '99
--- --- ---
23.87% 30.58% 71.51%

During the period shown in the bar chart, the highest return for a quarter was
50.19% (quarter ended 12/31/99) and the lowest return for a quarter was -15.85%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year ended Past One Return Since
December 31, 1998) Year Inception*****
<S> <C> <C>
Aggressive Growth Portfolio*
Class Z 73.68% 48.98%
Russell 2500 Growth Index*** 55.50% 23.29%
Morningstar Aggressive Growth
Category **** 60.18% 33.50%
</TABLE>

* Includes sales charges.

** The Russell 2500(TM) Growth Index measures the performance of those Russell
2500 companies with higher price-to-book ratios and higher forecasted growth
values.

*** Developed by Morningstar, the Morningstar Aggressive Growth Category
currently reflects a group of 123 mutual funds that have portfolios with
median market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class Z shares commenced offering on April 1, 1998.

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5
<PAGE>
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FUND HIGHLIGHTS
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LARGE-CAP VALUE PORTFOLIO (CLASS Z)

[BAR CHART]

'98 '99
----- -----
8.06% 7.29%

During the period shown in the bar chart, the highest return for a quarter was
14.88% (quarter ended 12/31/98) and the lowest return for a quarter was -13.83
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year ended Past One Return Since
December 31, 1998) Year Inception*****
<S> <C> <C>
Large-Cap Value Portfolio**
Class Z 8.63% 2.84%
Russell 1000 Value Index*** 7.35% 6.99%
Morningstar Large-Cap Value
Category**** 6.59% 4.30%
</TABLE>

* Includes sales charges.

** The Russell 1000(R) Value Index measures the performance of those Russell
1000 companies with lower price-to-book ratios and lower forecasted growth
values.

*** Developed by Morningstar, the Morningstar Large-Cap Value Category
currently reflects a group of 263 mutual funds that have portfolios with
median market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class Z shares commenced offering on April 1, 1998.

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6
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VALUE PORTFOLIO (CLASS Z)

[BAR CHART]

'97 '98 '99
--- --- ---
28.67% -0.57% 8.44%

During the period shown in the bar chart, the highest return for a quarter was
16.51% (quarter ended 12/31/98) and the lowest return for a quarter was -18.66%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year ended Past One Return Since
December 31, 1998) Year Inception*****
<S> <C> <C>
Value Portfolio** Class Z 9.74% -0.17%
Russell Midcap Value Index*** -0.11% -2.63%
Morningstar Mid-Cap Value
Category**** 6.72% -1.09%
</TABLE>

* Includes sales charges.

** The Russell Midcap(TM) Value Index measures the performance of those Russell
Midcap companies with lower price-to-book ratios and lower forecasted growth
values. The stocks are also members of the Russell 1000 Value Index.

*** Developed by Morningstar, the Morningstar Mid-Cap Value Category currently
reflects a group of 141 mutual funds that have portfolios with median
market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class Z shares commenced offering on April 1, 1998.

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7
<PAGE>
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FUND HIGHLIGHTS
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SMALL-CAP VALUE PORTFOLIO (CLASS Z)

[BAR CHART]

'98 '99
----- -----
-7.41% 5.73%

During the period shown in the bar chart, the highest return for a quarter was
20.44% (quarter ended 6/30/99) and the lowest return for a quarter was -19.98%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year ended Past One Return Since
December 31, 1998) Year Inception*****
<S> <C> <C>
Small-Cap Value Portfolio**
Class Z 6.95% -4.95%
Russell 2000 Value Index*** -1.49% -8.84%
Morningstar Small-Cap Value
Category**** 4.87% -6.63%
</TABLE>

* Includes sales charge.

** The Russell 2000 Value Index is a widely-recognized, capitalization-weighted
(companies with larger market capitalizations have more influence than those
with smaller market capitalizations) index of the 2000 smallest companies
out of the 3000 largest U.S. companies with lower growth rates and
price-to-book ratios.

*** Developed by Morningstar, the Morningstar Small-Cap Value Category
currently reflects a group of 180 mutual funds that have portfolios with
median market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class Z shares commenced offering on April 1, 1998.

- -------------------
8

<PAGE>

FOCUS PORTFOLIO (CLASS B)*

[BAR CHART]

'99
---
57.63%

During the period shown in the bar chart, the highest return for a quarter ended
was 31.61% (quarter ended 12/31/99) and the lowest return for a quarter was
1.06% (quarter ended 9/30/99).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year Past One Return Since
ended December 31, 1999) Year Inception****
<S> <C> <C>
Focus Portfolio* Class B 53.63% 49.41%
S&P 500 Index** 21.04% 22.22%
Morningstar Large-Cap Growth Category*** 38.63% 36.54%
</TABLE>

* The returns shown in the bar chart are for Class B shares, which are not
offered in this Prospectus. Class B shares were used in preparing the bar
chart because Class B has the longest performance record. Class Z shares
would have had substantially similar annual returns as those shown for
Class B shares because the shares are invested in the same portfolio of
securities as the Class Z shares. The annual returns of the Class Z shares
would differ from those of the Class B shares only to the extent that the
Classes do not have the same fees and expenses. The Class B sales charges
are not reflected in the bar chart and, if these amounts were reflected,
returns would be less than those shown.

** Includes sales charges.

*** The S&P 500(R) is the Standard & Poor's 500 Composite Stock Price Index, a
widely recognized, unmanaged index of common stock prices.

**** Developed by Morningstar, the Morningstar Large-Cap Growth Category
currently reflects a group of 223 mutual funds that have portfolios with
median market capitalizations, price/earnings ratios, and price/book
ratios similar to those of the Portfolio.

***** Class B shares commenced offering on June 8, 1998. Class Z shares
commenced offering on June 7, 1999.

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9
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INTERNATIONAL EQUITY PORTFOLIO (CLASS Z)

[BAR CHART]

'97 '98 '99
--- --- ---
-3.47% 9.60% 32.67%

During the period shown in the bar chart, the highest return for a quarter was
28.03% (quarter ended 12/31/99) and the lowest return for a quarter was -16.47%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year ended Past One Return Since
December 31, 1998) Year Inception*****
<S> <C> <C>
International Equity Portfolio**
Class Z 34.39% 15.65%
MSCI EAFE Index*** 26.96% 17.93%
Morningstar Foreign Stock
Category**** 44.31% 24.55%
</TABLE>

* Includes sales charges.

** The MSCI EAFE Index consists of foreign companies located in developed
markets of 21 different countries of Europe, Australia, Asia and the Far
East.

*** Developed by Morningstar, the Morningstar Foreign Stock Category currently
reflects a group of 302 mutual funds that have portfolios with median
market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class B shares commenced offering on November 19, 1996. Class Z shares
commenced offering on April 1, 1998.

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10

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FUND HIGHLIGHTS
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Q: WHAT ARE THE PORTFOLIOS' EXPENSES?

A: The following table describes the fees and expenses that you may pay if you
buy and hold Class Z shares of the Portfolios.

<TABLE>
<CAPTION>
Aggressive Large-Cap Small-Cap International
Growth Value Value Value Focus Equity
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
----------- ---------- ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Shareholder Fees
(fees paid directly
from your investment)

Maximum Sales
Charge (Load)
Imposed on
Purchases (as a
percentage of
offering price)... None None None None None None

Maximum Deferred
Sales Charge
(Load) (as a
percentage of
amount redeemed).. None None None None None None

Maximum Sales
Charge
(Load) Imposed on
Reinvested
Dividends......... None None None None None None

Redemption Fee.... None None None None None None

Exchange Fee...... None None None None None None

Annual Fund Operating
Expenses (expenses
that are deducted
from Fund assets)

Management Fees... 1.00% 1.00% 1.00% 1.00% 0.85% 1.10%

Distribution
(12b-1) Fees...... None None None None None None

Other Expenses.... 4.92% 12.07% 23.48% 21.11% 2.26% 26.71%

Total Annual Fund
Operating Expenses... 5.92% 13.07% 24.48% 22.11% 3.11% 27.81%

Expense Reimbursement
(1)............ 4.71% 11.86% 23.27% 20.90% 2.23% 26.35%

Net Expenses......... 1.21% 1.21% 1.21% 1.21% 0.88% 1.46%
</TABLE>

(1) The Board of Directors, including a majority of the Independent Directors,
approved the Investment Advisory and Management Agreement subject to the net
expense ratio set forth above. The Adviser may not increase such ratios,
which are contractually required by agreement with the Board of Directors,
without the approval of the Directors, including a majority of the
Independent Directors. The expense waivers and fee reimbursements will
continue indefinitely, subject to termination by the Directors, including a
majority of the Independent Directors.

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11
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EXAMPLE

This Example is intended to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in a Portfolio for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Portfolio's operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions and the net expenses shown in the
fee table your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
AGGRESSIVE GROWTH PORTFOLIO
(Class Z shares).................................... $ 123 $ 384 $ 665 $ 1466
LARGE CAP VALUE PORTFOLIO
(Class Z shares).................................... $ 123 $ 384 $ 665 $ 1466
VALUE PORTFOLIO
(Class Z shares).................................... $ 123 $ 384 $ 665 $ 1466
SMALL-CAP VALUE PORTFOLIO
(Class Z shares).................................... $ 123 $ 384 $ 665 $ 1466
FOCUS PORTFOLIO
(Class Z shares).................................... $ 90 $ 281 $ 488 $ 1,084
INTERNATIONAL EQUITY PORTFOLIO
(Class Z shares).................................... $ 149 $ 462 $ 797 $ 1746
</TABLE>

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[This page intentionally left blank]

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13
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FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The Financial Highlights table for each Portfolio is intended to help you
understand the Portfolio's financial performance since inception. Certain
information reflects financial results for a single Fund share. The total
returns in each table represent the rate that an investor would have earned (or
lost) on an investment in a Portfolio (assuming reinvestment of all dividends
and distributions). This information has been audited by PricewaterhouseCoopers
LLP, whose report, along with each Portfolio's financial statements, are
included in the Fund's annual report to shareholders, which is available upon
request.

AGGRESSIVE GROWTH PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI- NET
NET ASSET INVEST- MENTS (BOTH FROM NET FROM NET BUTIONS ASSET
VALUE, MENT REALIZED INVEST- INVEST- FROM TOTAL VALUE,
PERIOD BEGINNING INCOME AND MENT MENT CAPITAL DISTRI- END OF TOTAL
ENDED OF PERIOD (LOSS)(1) UNREALIZED) INCOME INCOME GAINS BUTIONS PERIOD RETURN(2)
- ------------------- --------- ------ ------------ ----------- ---------- ------- ------- ------ ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS Z
- -------------------------------------------------------------------------------------------------------------------------

04/03/98-
10/31/98........... 18.30 (0.03) (1.70) (1.73) $ -- $ -- $ -- 16.57 (9.45)
10/31/99........... 16.57 (0.10) 9.91 9.81 -- -- -- 26.38 59.20

RATIO OF NET
NET INVESTMENT
ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS)
PERIOD PERIOD TO AVERAGE TO AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------------- -------- ---------- ------------ ---------
<S> <C> <C> <C> <C>

- -------------------
04/03/98-
10/31/98........... 346 1.21(3) (0.36)(3) 142
10/31/99........... 624 1.21 (0.45) 126
</TABLE>

- ---------

(1) Calculated based upon average shares outstanding
(2) Total return is not annualized and does not reflect sales load
(3) Annualized
(4) Net of the following expense reimbursements (based on average net
assets):

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Aggressive Growth Z.......................... -- 7.62% 4.71%
</TABLE>

- --------------------------------------------------------------------------------
LARGE-CAP VALUE PORTFOLIO

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS Z
- -------------------------------------------------------------------------------------------------------------------------

04/16/98-
10/31/98........... 13.86 0.06 (1.27) (1.21) (.01) $ -- $ -- 12.64 (8.72)
10/31/99........... 12.64 0.13 1.49 1.62 -- (0.08) (0.08) 14.18 12.87

- -------------------
04/16/98-
10/31/98........... 207 1.21(3) 0.97(3) 37
10/31/99........... 241 1.21 0.89 42
</TABLE>

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Large-Cap Value Z............................ -- 11.77% 11.86%
</TABLE>

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14
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VALUE PORTFOLIO

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS Z
- -------------------------------------------------------------------------------------------------------------------------

04/03/98-
10/31/98........... 17.62 0.05 (2.63) (2.58) $ -- $ -- $ -- 15.04 (14.64)
10/31/99........... 15.04 0.17 1.76 1.93 -- -- -- 16.97 12.83

- -------------------
04/03/98-
10/31/98........... 101 1.21(3) 0.62(3) 69
10/31/99........... 74 1.21 0.98 118
</TABLE>

- ---------
(1) Calculated based upon average shares outstanding
(2) Total return is not annualized and does not reflect sales load
(3) Annualized
(4) Net of the following expense reimbursements (based on average net
assets):

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Value Z...................................... -- 28.83% 23.27%
</TABLE>

- --------------------------------------------------------------------------------
SMALL-CAP VALUE PORTFOLIO

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS Z
- ------------------------------------------------------------------------------------------------------------------------------

04/03/98-
10/31/98........... 13.63 0.04 (2.80) (2.76) (0.02) $ -- $ -- 10.85 (20.30)
10/31/99........... 10.85 0.11 0.83 0.94 -- -- -- 11.79 8.66

<CAPTION>
RATIO OF NET
NET INVESTMENT
ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS)
PERIOD PERIOD TO AVERAGE TO AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------------- -------- ---------- ------------ ---------
<S> <C> <C> <C> <C>

- -------------------
04/03/98-
10/31/98........... 142 1.21(3) 0.70(3) 50
10/31/99........... 78 1.21 0.96 102
</TABLE>

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Small-Cap Value Z............................ -- 20.37% 20.90%
</TABLE>

-------------------
15
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

FOCUS PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS) TOTAL
NET ON INVEST- FROM DIVIDENDS DISTRI- NET
NET ASSET INVEST- MENTS (BOTH INVEST- FROM NET BUTIONS ASSET
VALUE, MENT REALIZED MENT INVEST- FROM TOTAL VALUE,
PERIOD BEGINNING INCOME AND OPERA- MENT CAPITAL DISTRI- END OF TOTAL
ENDED OF PERIOD (LOSS)(1) UNREALIZED) TIONS INCOME GAINS BUTIONS PERIOD RETURN(2)
- ------------------- --------- ------ ------------ ----------- ---------- ------- ------- ------ ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS Z
- -------------------------------------------------------------------------------------------------------------------------

07/09/99-
10/31/99........... 18.18 -- 1.09 1.09 -- -- -- 19.27 6.00

- -------------------
07/09/99-
10/31/99........... 2,522 0.93(3) (0.09)(3) 161
</TABLE>

- ---------

(1) Calculated based upon average shares outstanding

(2) Total return is not annualized and does not reflect sales load

(3) Annualized

(4) Net of the following expense reimbursements (based on average net
assets):

<TABLE>
<CAPTION>
10/31/99
--------
<S> <C>
Focus Z...................................... 2.23%
</TABLE>

- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS Z
- ------------------------------------------------------------------------------------------------------------------------

04/06/98-
10/31/98........... 13.87 0.03 (1.63) (1.60) $ -- $ -- $ -- 12.27 (11.54)
10/31/99........... 12.27 0.03 2.16 2.19 -- (0.05) (0.05) 14.41 17.90

- -------------------
04/06/98-
10/31/98........... 145 1.46(3) 0.40(3) 114
10/31/99........... 32 1.46 0.19 102
</TABLE>

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
International Equity Z....................... -- 16.25% 2.23%
</TABLE>

- -------------------
16
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

SELECTING A SHARE CLASS

Each Portfolio offers Class Z shares through this prospectus. Class Z shares are
offered exclusively for sale to participants in the SunAmerica Profit Sharing
and Retirement Plan, an employee benefit plan sponsored by Fidelity Investments
(the "401(k) Plan" or the "Plan").

OPENING AN ACCOUNT

Class Z shares of the Portfolio are offered exclusively for sale to participants
in the 401(k) Plan. Such shares may be purchased or redeemed only by the 401(k)
Plan on behalf of individual Plan participants at net asset value without any
sales or redemption charge. Class Z shares are not subject to any minimum
investment requirements. The Plan purchases and redeems shares to implement the
investment choices of individual Plan participants with respect to their
contributions in the Plan. All purchases of Portfolio shares through the Plan
will be of Class Z shares.

Inquiries regarding the purchase, redemption or exchange of Class Z shares or
the making or changing of investment choices in the 401(k) Plan should be
directed to the Fidelity Participant Center at (800) 835-5098.

TRANSACTION POLICIES

VALUATION OF SHARES. The net asset value per share (NAV) for each Portfolio and
class is determined each business day at the close of regular trading on the New
York Stock Exchange (generally 4:00 p.m., Eastern time) by dividing the net
assets of each class by the number of such class's outstanding shares.
Investments for which market quotations are readily available are valued at
market at their price as of the close of regular trading on the New York Stock
Exchange for the day. All other securities and assets are valued at fair value
following procedures approved by the Directors.

Because Class Z shares are not subject to any distribution or service fees, the
net asset value per share of the Class Z shares will generally be higher than
the net asset value per share of each of Class A, Class B and Class II shares of
each Portfolio, except following the payment of dividends and distributions.

BUY AND SELL PRICES. When you buy Class Z shares, you pay the NAV. When you sell
Class Z shares, you receive the NAV.

EXECUTION OF REQUESTS. The net asset value per share at which shares of the
Funds are purchased or redeemed by the Plan for the accounts of individual Plan
participants might be more or less than the net asset value per share prevailing
at the time that such participants made thier investment choices or made their
contributions to the Plan. Each Portfolio is open on those days when the New
York Stock Exchange is open for regular trading. Buy and sell requests are
executed at the next NAV to be calculated after the Fund receives your request
in good order. If your order is received by the Fund or the Distributor before
the Portfolio's close of business (generally 4:00 p.m., Eastern time), you will
receive that day's closing price. If your order is received after that time, you
will receive the next business day's closing price. The Fund and the Distributor
reserve the right to reject any order to buy shares.

The net asset value per share at which shares of the Portfolio are purchased or
redeemed by the Plan for the accounts of individual Plan participants might be
more or less than the net asset value per share prevailing at the time that such
participants made their investment choices or made their contributions to the
Plan.

During periods of extreme volatility or market crisis, a Portfolio may
temporarily suspend the processing of sell requests, or may postpone payment of
proceeds for up to three business days or longer, as allowed by federal
securities laws. Each Portfolio may invest to a large extent in securities that
are primarily listed on foreign exchanges that trade on weekends or other days
when the Fund does not price its shares. As a result, the value of each
Portfolio's shares may change on days when you will not be able to purchase or
redeem your shares.

If the Fund determines that it would be detrimental to the best interests of the
remaining shareholders of the Fund to make payment of redemption proceeds wholly
or partly in cash, the Fund may pay the redemption price by a distribution in
kind of securities from the Fund in lieu of cash. However, the Fund has made an
election that requires it to pay a certain portion of redemption proceeds in
cash.

EXCHANGES. Class Z shareholders of one Portfolio may exchange their shares for
Class Z shares of another SunAmerica Mutual Fund on the basis of relative net
asset value per share.

-------------------
17
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

TAX, DIVIDEND AND ACCOUNT POLICIES

ACCOUNT STATEMENTS. In general, a shareholder will receive account statements as
follows:

o after every transaction that affects your account balance (except a
dividend reinvestment)

o after any changes of name or address of the registered owner(s)

o in all other circumstances, quarterly or annually, depending upon the
Portfolio

Every year you should also receive, if applicable, a Form 1099 tax information
statement, mailed by January 31.

DIVIDENDS. The Portfolios generally distribute most or all of their net earnings
in the form of dividends. Income dividends and capital gains distributions, if
any, are paid at least annually by the Portfolios.

DIVIDEND REINVESTMENTS. Your dividends and distributions, if any, will be
automatically reinvested in additional shares of the same Portfolio and share
class on which they were paid. Alternatively, dividends and distributions may be
reinvested in any other SunAmerica Mutual Fund that offers Class Z. You will
need to complete the relevant part of the Account Application to elect one of
these other options. For existing accounts, contact your broker or financial
advisor or call Shareholder/Dealer Services at 1-800-858-8850 to change dividend
and distribution payment options.

The per share dividends on Class Z shares will generally be higher than the per
share dividends on Class A, Class B and Class II of the same Portfolio shares as
a result of the fact that Class Z shares are not subject to any distribution or
service fee.

TAXES. As a qualified plan, the 401(k) Plan generally pays no federal income
tax. Individual participants in the 401(k) Plan should consult Plan documents
and their own tax advisers for information on the tax consequences associated
with participating in the 401(k) Plan.

- -------------------
18

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[This page intentionally left blank]

-------------------
19
<PAGE>
- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------

INVESTMENT
STRATEGIES

Each Portfolio has its own investment goal and a strategy for pursuing it. The
chart summarizes information about each Portfolio's investment approach. We have
included a glossary to define the investment and risk terminology used in the
chart.

AGGRESSIVE LARGE-CAP
GROWTH PORTFOLIO VALUE PORTFOLIO

<S> <C> <C>
What is the Portfolio's Long-term growth of capital Long-term growth of capital
investment goal?
- --------------------------------------------------------------------------------------------------

What investment strategies does growth value
the Portfolio use to implement its
principal investment strategies?
- --------------------------------------------------------------------------------------------------

What are the Portfolio's principal active trading of stocks of active trading of stocks of
investment techniques? small-cap and mid-cap large-cap companies that
companies that offer the offer the potential for long-
potential for long-term term growth of capital
growth of capital
- --------------------------------------------------------------------------------------------------

In what other types of securities o Foreign securities o Mid-cap companies
may the Portfolio significantly o Foreign securities
invest?
- --------------------------------------------------------------------------------------------------

In what type of securities may the o Short-term investments o Short-term investments
Portfolio normally invest as part of o Defensive instruments o Defensive instruments
efficient portfolio management or o Options and futures o Options and futures
for return enhancement purposes? o Special situations o Special situations
- --------------------------------------------------------------------------------------------------

What risks normally may affect o Stock market volatility o Stock market volatility
the Portfolio? o Securities selection o Securities selection
o Small market o Foreign exposure
capitalization o Derivatives
o Foreign exposure o Hedging
o Derivatives o Non-diversification
o Hedging
o Non-diversification
</TABLE>

- -------------------
20
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

VALUE SMALL-CAP VALUE FOCUS PORTFOLIO INTERNATIONAL
PORTFOLIO PORTFOLIO EQUITY PORTFOLIO

<S> <C> <C> <C>
Long-term growth of Long-term growth of Long-term growth of Long-term growth of
capital capital capital capital
- ------------------------------------------------------------------------------------------------------------------

value value focus and growth international
- ------------------------------------------------------------------------------------------------------------------

active trading of stocks of active trading of stocks of active trading of equity active trading of foreign
large-cap and mid-cap small-cap companies that securities, without regard securities that offer the
companies that offer the offer the potential for to market capitalization potential for long-term
potential for long-term long-term growth of capital growth of capital
growth of capital
- ------------------------------------------------------------------------------------------------------------------

o Foreign securities o Mid-cap companies o Foreign securities o Foreign investment
o Foreign companies companies
- ------------------------------------------------------------------------------------------------------------------

o Short-term investments o Short-term investments o Short-term investments o Short-term investments
o Defensive instruments o Defensive instruments o Defensive instruments o Defensive instruments
o Options and futures o Options and futures o Options and futures o Options and futures
o Special situations o Special situations o Special situations o Special situations
o Currency transactions
- ------------------------------------------------------------------------------------------------------------------

o Stock market volatility o Stock market volatility o Stock market volatility o foreign exposure
o Securities selection o Securities selection o Securities selection o small market
o Foreign exposure o Small market o Foreign exposure capitalization
o Derivatives capitalization o Derivatives o derivatives
o Hedging o Foreign exposure o Hedging o hedging
o Non-diversification o Derivatives o Non-diversification o emerging markets
o Hedging
o Non-diversification
</TABLE>

-------------------
21
<PAGE>
- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------

LARGE-CAP COMPANIES and MID-CAP COMPANIES generally have a substantial record of
operations (i.e., in business for at least five years) and are listed for
trading on the New York Stock Exchange or another national or international
stock exchange or, in some cases, are traded over the counter. SMALL-CAP
COMPANIES generally will be companies that have been in business for a shorter
period of time.

INVESTMENT TERMINOLOGY

GROWTH OF CAPITAL is growth of the value of an investment.

ACTIVE TRADING means that a Portfolio may engage in frequent trading of
portfolio securities to achieve its investment goal. In addition, because a
Portfolio may sell a security without regard to how long it has held the
security, active trading may have tax consequences for certain shareholders,
involving a possible increase in short-term capital gains or losses. Active
trading may result in high portfolio turnover and correspondingly greater
brokerage commissions and other transaction costs, which will be borne directly
by a Portfolio. During periods of increased market volatility, active trading
may be more pronounced.

EQUITY SECURITIES include common and preferred stocks, convertible securities,
warrants and rights.

CONVERTIBLE SECURITIES are bonds or preferred stocks that may be exchanged for
common stock of the same or a different company.

LARGE-CAP COMPANIES are those with market caps within the Morningstar, Inc.
Large-Cap category, as described on page 2. Currently, this range is $9.5
billion or higher.

MID-CAP COMPANIES are those with market caps within the Morningstar, Inc.
Mid-Cap category, as described on page 2. Currently, this range is $1.5 billion
and $9.5 billion.

SMALL-CAP COMPANIES are those with market caps within the Morningstar, Inc.
Small-Cap category, as described on page 2. Currently, this range is $1.5
billion or less.

SHORT-TERM INVESTMENTS include money market securities such as short-term U.S.
government obligations, repurchase agreements, commercial paper, bankers'
acceptances and certificates of deposit. These securities provide a Portfolio
with sufficient liquidity to meet redemptions and cover expenses.

DEFENSIVE INVESTMENTS include high quality fixed income securities and money
market instruments. A Portfolio will make temporary defensive investments in
response to adverse market, economic, political or other conditions. When a
Portfolio takes a defensive position, it may miss out on investment
opportunities that could have resulted from investing in accordance with its
principal investment strategy. As a result, a Portfolio may not achieve its
investment goal.

FOREIGN SECURITIES are issued by companies located outside of the United States,
including emerging markets. Foreign securities may include American Depositary
Receipts (ADRs) or other similar securities that convert into foreign
securities, such as European Depositary Receipts (EDRs) and Global Depositary
Receipts (GDRs).

It may be necessary under certain foreign laws, less expensive, or more
expedient to invest in FOREIGN INVESTMENT COMPANIES, which invest in certain
foreign markets, including emerging markets. Investing through such vehicles may
involve frequent or layered fees or expenses, and the Advisers will not invest
in such investment companies unless, in their judgment, the potential benefits
justify the payment of any associated fees and expenses.

CURRENCY TRANSACTIONS include the purchase and sale of currencies to facilitate
securities transactions and forward currency contracts, which are used to hedge
against changes in currency exchange rates.

- -------------------
22

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

A DERIVATIVE instrument is a contract, such as an option or a future, whose
value is based on the performance of an underlying asset.

OPTIONS AND FUTURES are contracts involving the right to receive or obligation
to deliver assets or money depending on the performance of one or more
underlying assets or a market or economic index.

A SPECIAL SITUATION arises when, in the opinion of the Adviser, the securities
of a particular issuer will be recognized and appreciated in value due to a
specific development with respect to that issuer. Developments creating a
special situation might include, among others, a new product or process, a
technological breakthrough, a management change or other extraordinary corporate
event, or differences in market supply of and demand for the security.
Investments in special situations may carry an additional risk of loss in the
event that the anticipated development does not occur or does not attract the
expected attention.

-------------------
23
<PAGE>
- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------

RISK TERMINOLOGY

MARKET VOLATILITY: The stock and/or bond markets as a whole could go up or down
(sometimes dramatically). This could affect the value of the securities in a
Portfolio's portfolio.

SECURITIES SELECTION: A strategy used by a Portfolio, or securities selected by
its Adviser, may fail to produce the intended return.

SMALL MARKET CAPITALIZATION: Companies with smaller market capitalizations tend
to be at early stages of development with limited product lines, market access
for products, financial resources, access to new capital, or depth in
management. It may be difficult to obtain reliable information and financial
data about these companies. Consequently, the securities of smaller companies
may not be as readily marketable and may be subject to more abrupt or erratic
market movements.

FOREIGN EXPOSURE: Investors in foreign countries are subject to a number of
risks. A principal risk is that fluctuations in the exchange rates between the
U.S. dollar and foreign currencies may negatively affect an investment. In
addition, there may be less publicly available information about a foreign
company and it may not be subject to the same uniform accounting, auditing and
financial reporting standards as U.S. companies. Foreign governments may not
regulate securities markets and companies to the same degree as the U.S.
government. Foreign investments will also be affected by local political or
economic developments and governmental actions. Consequently, foreign securities
may be less liquid, more volatile and more difficult to price than U.S.
securities. These risks are heightened when the issuer is in an emerging market.

NON-DIVERSIFICATION: By concentrating in a smaller number of stocks, a
Portfolio's risk is increased because the effect of each stock on the
Portfolio's performance is greater.

CURRENCY VOLATILITY: The value of a Portfolio's foreign portfolio investments
may fluctuate due to changes in currency rates. A decline in the value of
foreign currencies relative to the U.S. dollar generally can be expected to
depress the value of the Portfolio's non-dollar securities.

DERIVATIVES: Derivatives are subject to general risks relating to heightened
sensitivity to market volatility, interest rate fluctuations, illiquidity and
creditworthiness of the counterparty to the derivatives transactions.

HEDGING: Hedging is a strategy in which the Adviser uses a derivative security
to reduce certain risk characteristics of an underlying security or portfolio of
securities. While hedging strategies can be very useful and inexpensive ways of
reducing risk, they are sometimes ineffective due to unexpected changes in the
market. Moreover, while hedging can reduce or eliminate losses, it can also
reduce or eliminate gains.

EMERGING MARKETS: An emerging market country is one that the World Bank, the
International Finance Corporation or the United Nations or its authorities has
determined to have a low or middle income economy. Historical experience
indicates that the markets of emerging market countries have been more volatile
than more developed markets; however, such markets can provide higher rates of
return to investors.

- -------------------
24
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FUND MANAGEMENT

MANAGER SunAmerica Asset Management Corp. selects the Advisers for the
Portfolios, may manage certain portions of Portfolios, provides various
administrative services, and supervises the daily business affairs of each
Portfolio. The Advisers are responsible for decisions to buy and sell securities
for the Portfolios, selection of broker-dealers and negotiation of commission
rates for their respective portion of the relevant Portfolio. SunAmerica may
terminate any agreement with another Adviser without shareholder approval.
Moreover, SunAmerica has received an exemptive order from the Securities and
Exchange Commission that permits SunAmerica, subject to certain conditions, to
enter into agreements relating to the Fund with Advisers approved by the Board
of Directors without obtaining shareholder approval. The exemptive order also
permits SunAmerica, subject to the approval of the Board but without shareholder
approval, to employ new Advisers for new or existing Portfolios, change the
terms of particular agreements with Advisers or continue the employment of
existing Advisers after events that would otherwise cause an automatic
termination of a subadvisory agreement. Shareholders of a Portfolio have the
right to terminate an agreement with an Adviser for that Portfolio at any time
by a vote of the majority of the outstanding voting securities of such
Portfolio. Shareholders will be notified of any Adviser changes. The order also
permits the Fund to disclose to shareholders the Advisers' fees only in the
aggregate for each Portfolio. For the fiscal year ended October 31, 1998, each
Portfolio paid SunAmerica a fee equal to 1.00% of average daily net assets
except the International Equity Portfolio, which paid a fee equal to 1.10% of
average daily net assets, and the Focus Portfolio, which paid a fee equal to
0.85% of average daily net assets.

SunAmerica, located in the SunAmerica Center, 733 Third Avenue, New York, New
York 10017, was organized in 1982 under the laws of Delaware, and managed,
advised or administered assets in excess of $27 billion as of December 31, 1999.
In addition to managing the Portfolios, SunAmerica serves as adviser, manager
and/or administrator for Anchor Pathway Fund, Anchor Series Trust, Brazos Mutual
Funds Seasons Series Trust, SunAmerica Income Funds, SunAmerica Money Market
Funds, Inc., SunAmerica Strategic Investment Series, Inc. and SunAmerica Series
Trust.

-------------------
25
<PAGE>
- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

The Advisers and Portfolio Managers for each Portfolio are described below:

<TABLE>
<CAPTION>
PORTFOLIO PORTFOLIO MANAGEMENT ALLOCATED AMONG THE FOLLOWING ADVISERS
- ------------------------------- -------------------------------------------------------------

<S> <C>
Aggressive Growth Portfolio Janus Capital Corporation ("Janus")
SunAmerica
Credit Suisse Asset Management, LLC
("CSAM")

Large-Cap Value Portfolio David L. Babson & Co., Inc. ("Babson")
Davis Selected Advisers, L.P. ("Davis")
Wellington Management Company
("Wellington Management")

Value Portfolio Davis
Neuberger Berman, LLC ("Neuberger Berman")
American Century Investment Management, Inc. ("American
Century")

Small-Cap Value Portfolio Berger Associates, Inc. ("Berger") (subcontracted to Perkins,
Wolf, McDonnell & Company ("PWM")
EQSF Advisers, Inc. (investment adviser to the Third Avenue
Funds and referred to as "Third Avenue")

International Equity Portfolio Bankers Trust Company ("BT")
Rowe Price-Fleming International, Inc. ("Rowe-Fleming")
</TABLE>

- -------------------
26
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DESCRIPTION OF THE ADVISERS

AMERICAN CENTURY INVESTMENT, INC. American Century is a Delaware corporation
with principal offices at the American Century Tower, 4500 Main Street, Kansas
City, Missouri 64111. As of December 31, 1999, American Century had
approximately $109 billion in total assets under management.

BANKERS TRUST COMPANY. BT has principal offices at 130 Liberty Street, New York,
New York 10006. BT conducts a variety of general banking and trust activities
and is a major wholesale supplier of financial services to the international and
domestic institutional market. As of December 31, 1999, BT managed approximately
$244 billion in assets globally.

BERGER ASSOCIATES, INC. Berger is a Delaware corporation, located at 210
University Boulevard, Suite 900, Denver Colorado 80206, and serves as investment
adviser, sub-adviser, administrator, or sub-administrator to mutual funds, and
institutional and private investors.

CREDIT SUISSE ASSET MANAGEMENT, LLC. CSAM is a professional investment advisory
firm which provides investment services to investment companies, employee
benefit plans, endowment funds, foundations and other institutions and
individuals. CSAM is a member of Credit Suisse Asset Management, the
institutional arm of Credit Suisse Group (Credit Suisse), one of the world's
leading banks. As of December 31, 1998, CSAM managed approximately $203 billion
in assets. CSAM is located at 466 Lexington Avenue, New York, NY 10017-3147.

DAVIS SELECTED ADVISERS, L.P. Davis is a Colorado limited partnership, located
at 124 East Marcy Street, Santa Fe, New Mexico 87501. As of December 31, 1999,
Davis had assets under management of approximately $27.7 billion.

EQSF ADVISERS, INC. Third Avenue is located at 767 Third Avenue, New York, New
York 10017. Third Avenue has been an investment adviser and manager for mutual
funds since its organization in 1986. As of December 31, 1999, Third Avenue has
in excess of $1.5 billion in assets under management.

FRED ALGER MANAGEMENT, INC. Alger is a New York corporation wholly owned by its
principals and located at 1 World Trade Center, New York, New York 10048. Since
1964, Alger has provided investment management services to large corporate
pension plans, state and local governments, insurance companies, mutual funds
and high net-worth individuals. As of December 31, 1999, Alger had approximately
$17.4 billion in assets under management.

JANUS CAPITAL CORPORATION. Janus is a Colorado corporation located at 100
Fillmore Street, Denver, Colorado 80206-4923, and serves as investment adviser
or subadviser to mutual funds and individual, corporate, charitable and
retirement accounts. As of December 31, 1999, Janus had under management
approximately $248.8 billion.

LAZARD ASSET MANAGEMENT. Lazard is a division of Lazard Freres & Co. LLC, a New
York limited liability company. Located at 30 Rockefeller Plaza, New York, New
York 10112, Lazard provides investment management services to individual and
institutional clients. As of December 31, 1999, Lazard and its affiliated
companies managed client discretionary accounts with assets totaling
approximately $75 billion.

NEUBERGER BERMAN, LLC. Neuberger Berman is a Delaware limited liability company
located at 605 Third Avenue, New York, New York 10158-0180. Neuberger Berman has
been in the investment advisory business since 1939. As of December 31, 1999,
Neuberger Berman and its affiliates had assets under management of approximately
$54.4 billion.

PERKINS, WOLF, MCDONNELL & COMPANY. PWM, located at 53 West Jackson Boulevard,
Suite 818, Chicago, Illinois 60604, was organized as a Delaware corporation in
1980. PWM is a member of the National Association of Securities Dealers, Inc.
and, in 1984, registered with the Securities and Exchange Commission as an
investment adviser. As of December 31, 1999, PWM had assets under management of
approximately $1.4 billion.

ROWE PRICE-FLEMING INTERNATIONAL, INC. Rowe-Fleming is a Maryland corporation,
incorporated in 1979. It is located at 100 East Pratt Street, Baltimore,
Maryland 21202. As of December 31, 1999, Rowe-Fleming managed over
$42.5 billion of foreign assets.

THORNBURG INVESTMENT MANAGEMENT, INC. Thornburg is a Delaware corporation with
principal offices at 119 East Marcy Street, Santa Fe, New Mexico 87501, and has
been in the investment management business since 1982. As of December 31, 1999,
Thornburg had approximately $2.7 billion in assets under management.

WELLINGTON MANAGEMENT COMPANY, LLP. Wellington Management is a Massachusetts
limited liability partnership, located at 75 State Street, Boston, Massachusetts
02109. Wellington Management is a professional investment counseling firm which
provides investment services to investment companies, employee benefit plans,
endowments, foundations, and other institutions and individuals. As of
December 31, 1999, Wellington Management had investment management authority
with respect to approximately $235 billion of assets.

-------------------
27
<PAGE>
- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION
PORTFOLIO OF PORTFOLIO MANAGER EXPERIENCE
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Aggressive Growth Portfolio Scott W. Schoelzel Mr. Schoelzel joined Janus
Executive Vice President and Capital in January 1994.
Portfolio Manager (Janus) He has managed the Janus
Twenty Fund since August 1997
and the Janus Aspen Capital
Appreciation Fund since its
inception.

Donna Calder (Domestic Prior to joining SunAmerica
Equity Investment Team) as a Portfolio Manager in
Portfolio Manager February 1998, Ms. Calder
(SunAmerica) served as a General Partner
of Manhattan Capital
Partners, L.P.

Elizabeth B. Dater Ms. Dater has been with
Managing Director (CSAM) Warburg since 1999, and with
its predecessor, Warburg
Pincus Asset Management,
Inc., since 1978.

Stephen J. Lurito Mr. Lurito has been with
Managing Director (CSAM) Warburg since 1999, and with
its predecessor, Warburg
Pincus Asset Management,
Inc., since 1987.

Large-Cap Value Portfolio William V. Fries, CFA Mr. Fries has been a Managing
Managing Director and Director and Portfolio
Portfolio Manager Manager at Thornburg since
(Thornburg) 1995. Previously he had been
affiliated with USAA
Investment Management Company
for over 20 years.

Christopher C. Davis Mr. Davis joined Davis in
Portfolio Manager (Davis) September 1989 as an
assistant portfolio manager
and research analyst.

John R. Ryan (Value/Yield Mr. Ryan has been a portfolio
Team) Senior Vice President, manager with Wellington
Managing Partner and Head of Management's Value/Yield
Value/Yield Team (Wellington investment team since 1981
Management) and has held the position of
Senior Vice President of
Wellington since 1987.
Mr. Ryan became a Managing
Partner on January 1, 1996.

Value Portfolio Christopher C. Davis See Above.
Portfolio Manager (Davis)

Shelby M. C. Davis Since 1968, Mr. Davis, has
Former Co-Manager (Davis) been a director of Venture
Advisers, Inc. He is also a
director and officer of all
investment companies managed
by Davis.
</TABLE>

- -------------------
28

<PAGE>

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION
PORTFOLIO OF PORTFOLIO MANAGER EXPERIENCE
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Value Portfolio Michael M. Kassen Mr. Kassen has been Managing
(continued) Portfolio Manager, Managing Director since January 1994
Director, Vice President and and a Vice President and
Principal (Neuberger Berman) Portfolio Manager since June
1990, of Neuberger Berman
Management Inc. and a
principal of Neuberger Berman
since January 1993.

Robert I. Gendelman Mr. Gendelman has been a
Senior Portfolio Manager, principal of Neuberger Berman
Assistant Vice President and since December 1996. He was a
Principal (Neuberger Berman) portfolio manager for another
mutual fund manager from 1992
to 1993.

Scott A. Moore Mr. Moore has been a member
Portfolio Manager (American of the team that manages the
Century) Portfolio since October 1996
and Portfolio Manager since
February 1999. He joined
American Century in August
1993 as an Investment
Analyst.

Phil Davidson Mr. Davidson is a Vice
Vice President and Portfolio President and Portfolio
Manager (American Century) Manager and has been with
American Century since 1993.

Small-Cap Value Portfolio Robert H. Perkins Robert Perkins has been an
President, Chief Investment investment manager since
Officer and Director (PWM) 1970. Mr. Perkins owns 49% of
PWM's outstanding common
stock and serves as President
and Chief Investment Officer
and as a director of PWM.

Herbert W. Gullquist Mr. Gullquist has been with
(Investment Team) Vice Lazard since 1982. He is a
Chairman (Lazard) Managing Director, a Vice-
Chairman and the Chief
Investment Officer.

Eileen D. Alexanderson Ms. Alexanderson is a
(Investment Team) Managing Managing Director of Lazard
Director, responsible for U.S./global
Portfolio Manager (Lazard) equity management and
overseeing the day-to-day
operations of the U.S. small-
cap and U.S. mid-cap equity
investment teams.
Ms. Alexanderson joined the
firm in 1979 and has
18 years of investment
experience.
</TABLE>

-------------------
29
<PAGE>

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION
PORTFOLIO OF PORTFOLIO MANAGER EXPERIENCE
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Small-Cap Value Portfolio Martin J. Whitman Chairman, Mr. Whitman has been Chief
(continued) CEO and Investment Officer of Third
Portfolio Manager (Third Avenue since 1991 and
Avenue) Chairman and CEO since 1986.
Mr. Whitman also has been
Chairman and CEO of Third
Avenue Trust (and its
predecessors) since 1990 and
was President from 1991 to
1998.

Curtis Jensen Mr. Jensen has been Co-
Portfolio Manager Portfolio Manager of Third
(Third Avenue) Avenue Small-Cap Value Fund
since 1997. Mr. Jensen has
been a Senior Research
Analyst at Third Avenue since
1995.

International Equity Michael Levy (International Mr. Levy's experience prior
Portfolio Equity Team) Managing to joining BT includes
Director of Bankers Trust investment banking and equity
Funds Management, Head of analysis with Oppenheimer &
International Equity Team Company and he has more than
(BT) twenty-six years of business
experience, of which sixteen
years have been in the
investment industry.

Robert L. Reiner Mr. Reiner has 16 years of
(International Equity Team) investment industry
Managing Director of Bankers experience, previously at
Trust Funds Management (BT) Scudder, Stevens & Clark
where he was responsible for
providing equity research and
macroeconomic/ market
coverage.

Mark C. J. Bickford-Smith Mr. Bickford-Smith joined
Portfolio Manager (Rowe- Rowe-Fleming in 1995 and has
Fleming) 15 years of experience in
equity research and portfolio
management.

John R. Ford Mr. Ford joined Rowe- Fleming
Portfolio Manager (Rowe- in 1982 and has 20 years of
Fleming) experience with Fleming Group
in research and portfolio
management.

James B. M. Seddon Mr. Seddon joined Rowe-
Portfolio Manager (Rowe- Fleming in 1987 and has
Fleming) 13 years of experience in
portfolio management.

David J. L. Warren Mr. Warren joined Rowe-
Portfolio Manager (Rowe- Fleming in 1984 and has
Fleming) 19 years of experience in
equity research, fixed income
research, and portfolio
management.
</TABLE>

DISTRIBUTOR SunAmerica Capital Services, Inc. serves as the Distributor of Class
Z shares and incurs the expenses of distributing the Portfolios' Class Z shares
under a Distribution Agreement with respect to the Portfolios, none of which are
reimbursed by or paid for by the Portfolios. There is no distribution plan in
effect for the Class Z shares.

ADMINISTRATOR SunAmerica Fund Services, Inc., serves as the Administrator for
Class Z shares and receives reimbursement from the Fund of its costs, which
include all direct transfer agency fees and out-of-pocket expenses allocated to
providing services to Class Z shares.

- ------------------
30
<PAGE>
- --------------------------------------------------------------------------------
FOR MORE INFORMATION
- --------------------------------------------------------------------------------

The following documents contain more information about the Portfolios and are
available free of charge upon request:

ANNUAL AND SEMI-ANNUAL REPORTS. Contain financial statements, performance
data and information on portfolio holdings. The reports also contain a
written analysis of market conditions and investment strategies that
significantly affected a Portfolio's performance during the last applicable
period.

STATEMENT OF ADDITIONAL INFORMATION (SAI). Contains additional information
about the Portfolios' policies, investment restrictions and business
structure. This prospectus incorporates the SAI by reference.

You may obtain copies of these documents or ask questions about the Portfolios
by contacting:

SunAmerica Fund Services, Inc.
Mutual Fund Operations
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204
1-800-858-8850

by calling your broker or financial advisor.

Information about the Portfolios (including the SAI) can be reviewed and copied
at the Public Reference Room of the Securities and Exchange Commission,
Washington, D.C. Call 1-202-942-8090 for information on the operation of the
Public Reference Room. Information about the Portfolios is also available on the
Securities and Exchange Commission's web-site at http://www.sec.gov and copies
may be obtained upon payment of a duplicating fee by writing the Public
Reference Section of the Securities and Exchange Commission, Washington, D.C.
20549-6009.

You should rely only on the information contained in this prospectus. No one is
authorized to provide you with any different information.

SUNAMERICA
[LOGO] MUTUAL FUNDS

SunAmerica
DISTRIBUTOR: Capital Services

INVESTMENT COMPANY ACT
File No. 811-07797

<PAGE>

PART C

OTHER INFORMATION

Item 23: Exhibits.

(a) (i) Articles of Incorporation, as Amended. Incorporated herein
by reference to Exhibit 1(A) of the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on August
30, 1996.

(ii) Articles Supplementary dated August 1, 1996. Incorporated
herein by reference to Exhibit 1(B) of the Registrant's
Registration Statement on Form N-1A (File No. 333- 11283)
filed on August 30, 1996.

(iii) Articles of Amendment dated August 19, 1996. Incorporated
herein by reference to Exhibit 1(C) of the Registrant's
Registration Statement on Form N-1A (File No. 333- 11283)
filed on August 30, 1996.

(iv) Articles of Amendment dated November 13, 1996. Incorporated
herein by reference to Exhibit 1(D) of Pre-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-1A
(File No. 333-11283) filed on November 14, 1996.

(b) By-Laws. Incorporated herein by reference to Exhibit 2 of the
Registrant's Registration Statement on Form N-1A (File No. 333-11283)
filed on August 30, 1996.

(d) (i) Investment Advisory Agreement. Incorporated herein by
reference to the identically numbered Exhibit of
Post-Effective Amendment No. 18 to the Registrant's
Registration Statement on Form N-1A (File No. 333-11283) filed
on October 29, 1999.

(ii) Subadvisory Agreement between SunAmerica Asset
Management Corp. ("SunAmerica") and American Century
Investment Management, Inc. Incorporated herein by reference
to the identically numbered Exhibit of Post-Effective
Amendment No. 18 to the Registrant's Registration Statement on
Form N-1A (File No. 333-11283) filed on October 29, 1999.

(iii) Subadvisory Agreement between SunAmerica and Bankers
Trust Company. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

(iv) Subadvisory Agreement between SunAmerica and Berger
Associates, Inc. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

(v) Subadvisory Agreement between SunAmerica and Credit
Suisse Asset Management, LLC (formerly known as Warburg
Pincus Asset Management, Inc.) Incorporated herein by
reference to the identically numbered Exhibit of
Post-Effective Amendment No.13 to the Registrant's
Registration Statement on Form N-1A (File No. 333-11283)
filed on February 26, 1999.

(vi) Subadvisory Agreement between SunAmerica and Davis
Selected Advisers, L.P. Incorporated herein by
reference to the identically numbered Exhibit of
Post-Effective Amendment No.13 to the Registrant's
Registration Statement on Form N-1A (File No.
333-11283) filed on February 26, 1999.

(vii) Subadvisory Agreement between SunAmerica and EQSF
Advisers, Inc. Incorporated herein by reference to the
identically numbered Exhibit of Post-Effective Amendment No.
18 to the Registrant's Registration Statement on Form N-1A
(File No. 333-11283) filed on October 29, 1999.

(viii) Subadvisory Agreement between SunAmerica and Fred Alger
Management, Inc. Incorporated herein by reference to the
identically numbered Exhibit of Post-Effective Amendment No.
21 to the Registrant's Registration Statement on Form N-1A
(File No. 333-11283) filed on February 28, 2000.

(ix) Subadvisory Agreement between SunAmerica and Janus
Capital Corporation. Incorporated herein by reference
to the identically numbered Exhibit of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

(x) Subadvisory Agreement between SunAmerica and Jennison
Associates LLC. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

(xi) Subadvisory Agreement between SunAmerica and Lazard
Asset Management. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

C-1
<PAGE>

(xii) Subadvisory Agreement between SunAmerica and Marsico
Capital Management, LLC. Incorporated herein by
reference to Exhibit (d)(xiii) of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed
on February 26, 1999.

(xiii) Subadvisory Agreement between SunAmerica and Miller
Anderson & Sherrerd, LLP. Incorporated herein by reference
to Exhibit (d)(iv) of Post-Effective Amendment No.13 to
the Registrant's Registration Statement on Form N-1A
(File No. 333-11283) filed on February 26, 1999.

(xiv) Subadvisory Agreement between SunAmerica and Montag &
Caldwell, Inc. Incorporated herein by reference to
Exhibit (d)(xv) of Post-Effective Amendment No.13
to the Registrant's Registration Statement on Form N-1A
(File No. 333-11283) filed on February 26, 1999.

(xv) Subadvisory Agreement between SunAmerica and
Neuberger Berman, LLC. Incorporated herein by
reference to Exhibit (d)(xvii) of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

(xvi) Subadvisory Agreement between SunAmerica and Rowe
Price-Fleming International, Inc. Incorporated herein
by reference to Exhibit (d)(xviii) of Post-Effective
Amendment No.13 to the Registrant's Registration
Statement on Form N-1A (File No. 333-11283) filed on
February 26, 1999.

(xvii) Subadvisory Agreement between SunAmerica and T. Rowe
Price Associates, Inc. Incorporated herein by
reference to Exhibit (d)(xix) of Post-Effective Amendment
No.13 to the Registrant's Registration Statement on
Form N-1A (File No. 333-11283) filed on February 26, 1999.

(xviii) Subadvisory Agreement between SunAmerica and Thornburg
Investment Management, Inc. Incorporated herein by reference
to the identically numbered Exhibit of Post-Effective
Amendment No. 18 to the Registrant's Registration Statement on
Form N-1A (File No. 333-11283) filed on October 29, 1999.

(xix) Subadvisory Agreement between SunAmerica and Wellington
Management Company, LLP. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective Amendment
No.13 to the Registrant's Registration Statement on Form N-1A
(File No. 333-11283) filed on February 26, 1999.

(e) (i) Distribution Agreement. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective Amendment
No. 13 to the Registrant's Registration Statement on Form
N-1A (File No. 333-11283) filed on February 26, 1999.

(ii) Form of Selling Agreement. Incorporated herein by reference
to Exhibit (e)(ii) of Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on Form N-1A (File No.
333-11283) filed on December 30, 1998.

(f) Disinterested Trustees and Directors' Retirement Plan. Incorporated
herein by reference to Exhibit 7 of Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A (File No.
333-11283) filed on November 14, 1996.

(g) Custodian Agreement. Incorporated herein by reference to Exhibit 8 of
Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-1A (File No. 333- 11283) filed on November 14,
1996.

(h) (i) Service Agreement. Incorporated herein by reference to
Exhibit 9(a) of Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A (File No.
333-11283) filed on November 14, 1996.

(ii) Transfer Agency Agreement. Incorporated herein by reference
to Exhibit 9(b) of Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A

C-2

<PAGE>

(File No. 333-11283) filed on November 14, 1996.

(i) Opinion of Counsel to the Registrant. Filed herewith

(j) Consent of Independent Accountants. Incorporated herein by reference to
the identically numbered Exhibit of Post-Effective Amendment No. 21 to
the Registrant's Registration Statement on Form N-1A (File No.
333-11283) filed on February 28, 2000.

(k) Not applicable.

(l) Not applicable.

(m) Distribution Plans. Incorporated herein by reference to the
identically numbered Exhibit of Post-Effective Amendment No. 18 to the
Registrant's Registration Statement on Form N-1A (File No. 333-11283)
filed on October 29, 1999.

(n) Not applicable.

(o) (i) 18f-3 Plan. Incorporated herein by reference to Exhibit
5(b)(15) of Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A (File No.
333-11283) filed on June 15, 1998.

(ii) Powers of Attorney. Incorporated herein by reference to
Exhibit 17(a) of Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A (File No.
333-11283) filed on November 14, 1996.

Item 24. Persons Controlled by or Under Common Control with Registrant

There are no persons controlled by or under common control with
Registrant.

Item 25. Indemnification

5.01 Indemnification of Directors and Officers. The Corporation 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 a proceeding by or
in the right of the Corporation in which such person shall have been adjudged to
be liable to the Corporation), by reason of being or having been a director or
officer of the Corporation, or serving or having served at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another entity in which the Corporation has an interest as a shareholder,
creditor or otherwise (a "Covered Person"), against all liabilities, including
but not limited to amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and reasonable expenses (including attorney's fees)
actually incurred by the Covered Person in connection with any such action, suit
or proceeding, except (i) liability in connection with any proceeding in which
it is determined that (A) the act or omission of the Covered Person was material
to the matter giving rise to the proceeding, and was committed in bad faith or
was the result of active and deliberate dishonesty, or (B) the Covered Person
actually received an improper personal benefit in money, property or services,
or (C) in the case of any criminal proceeding, the Covered Person had reasonable
cause to believe that the act or omission was unlawful, and (ii) liability to
the Corporation or its security holders to which the Covered Person 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 (any or all of the conduct referred to in clauses (i) and (ii) being
hereinafter referred to as "Disabling Conduct").

5.02 Procedure for Indemnification. Any indemnification under Section
5.01 shall (unless ordered by a court) be made by the Corporation only as
authorized for a specific proceeding by (i) a final decision on the merits by a
court or other body before whom the proceeding was brought that the Covered
Person to be indemnified was

C-3

<PAGE>

not liable by reason of Disabling Conduct, (ii) dismissal of the proceeding
against the Covered Person for insufficiency of evidence of any Disabling
Conduct, or (iii) a reasonable determination, based upon a review of the facts,
by a majority of a quorum of the directors who are neither "interested persons"
of the Corporation as defined in the Investment Company Act of 1940 nor parties
to the proceeding ("Disinterested Non-Party Directors"), or an independent legal
counsel in a written opinion, that the Covered Person was not liable by reason
of Disabling Conduct. The termination of any proceeding by judgment, order or
settlement shall not create a presumption that the Covered Person did not meet
the required standard of conduct; the termination of any proceeding by
conviction, or a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, shall create a rebuttable presumption that
the Covered Person did not meet the required standard of conduct. Any
determination pursuant to this Section 5.02 shall not prevent recovery from any
Covered Person of any amount paid to him in accordance with this By-Law as
indemnification if such Covered Person is subsequently adjudicated by a court of
competent jurisdiction to be liable by reason of Disabling Conduct.

5.03 Advance Payment of Expenses. Reasonable expenses (including
attorneys' fees) incurred by a Covered Person may be paid or reimbursed by the
Corporation in advance of the final disposition of an action, suit or proceeding
upon receipt by the Corporation of (i) a written affirmation by the Covered
Person of his good faith belief that the standard of conduct necessary for
indemnification under this By-Law has been met and (ii) a written undertaking by
or on behalf of the Covered Person to repay the amount if it is ultimately
determined that such standard of conduct has not been met, so long as either (A)
the Covered Person has provided a security for his undertaking, (B) the
Corporation is insured against losses arising by reason of any lawful advances,
or (C) a majority of a quorum of the Disinterested Non-Party Directors, or an
independent legal counsel in a written opinion, has determined, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Covered Person ultimately will be found
entitled to indemnification.

5.04 Exclusivity, Etc. The indemnification and advance of expenses
provided by this By-Law shall not be deemed exclusive of any other rights to
which a Covered Person seeking indemnification or advance or expenses may be
entitled under any law (common or statutory), or any agreement, vote of
stockholders or disinterested directors, or other provision that is consistent
with law, both as to action in an official capacity and as to action in another
capacity while holding office or while employed by or acting as agent for the
Corporation, shall continue in respect of all events occurring while the Covered
Person was a director or officer after such Covered Person has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of such Covered Person. The Corporation shall not
be liable for any payment under this By-Law in connection with a claim made by a
director or officer to the extent such director or officer has otherwise
actually received payment, under an insurance policy, agreement, vote or
otherwise, of the amounts otherwise indemnifiable hereunder. All rights to
indemnification and advance of expenses under the Charter and hereunder shall be
deemed to be a contract between the Corporation and each director or officer of
the Corporation who serves or served in such capacity at any time while this
By-Law is in effect. Nothing herein shall prevent the amendment of this By-Law,
provided that no such amendment shall diminish the rights of any Covered Person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this By-Law shall not in any way
diminish any rights to indemnification or advance of expenses of a Covered
Person or the obligations of the Corporation arising hereunder with respect to
events occurring, or claims made, while this By-Law or any provision hereof is
in force.

5.05 Insurance. The Corporation may purchase and maintain insurance on
behalf of any Covered Person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such;
provided, however, that the Corporation shall not purchase insurance to
indemnify any Covered Person against liability for Disabling Conduct.

5.06 Severability: Definitions. The invalidity or unenforceability of
any provision of this Article V shall not affect the validity or enforceability
of any other provision hereof. The phrase "this By-Law" in this Article V means
this Article V in its entirety.

C-4

<PAGE>

Section 8 of the Article of Incorporation provides as follows:

(5) The Corporation shall indemnify (i) its directors and
officers, whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law, and (ii) other employees and
agents to such extent as shall be authorized by the Board of Directors or the
By-Laws of the Corporation and as permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such By-Laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. The right of
indemnification provided hereunder shall not be construed to protect any
director or officer of the Corporation against any liability to the Corporation
or 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.

(6) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for money damages; provided, however, that this provision shall not be construed
to protect any director or officer against any liability to the Corporation or
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. No amendment, modification or repeal of
this provision shall adversely affect any right or protection provided hereunder
that exists at the time of such amendment, modification or repeal.

Item 26. Business and other Connections of Investment Adviser

SunAmerica is primarily in the business of providing investment
management, advisory and administrative services. Reference is made to
the most recent Form ADV and schedules thereto of SunAmerica on file
with the Commission (File No. 801-19813) for a description of the names
and employment of the directors and officers of SunAmerica and other
required information.

American Century Investment Management, Inc.; Bankers Trust Company
("BT"); Berger Associates, Inc.; Credit Suisse Asset Management, LLC;
Davis Selected Advisers, L.P.; EQSF Advisers, Inc.; Fred Alger
Management, Inc.; Janus Capital Corporation; Jennison Associates LLC;
Lazard Asset Management; Marsico Capital Management, LLC; Miller
Anderson & Sherrerd, LLP; Montag & Caldwell, Inc.; Neuberger Berman,
LLC; Perkins, Wolf, McDonnell & Company; Rowe-Price Fleming
International, Inc.; T. Rowe Price Associates, Inc.; and Wellington
Management Company, LLP; the Advisers of certain of the Portfolios of
the Registrant, are primarily engaged in the business of rendering
investment advisory services. Reference is made to the recent Form ADV
and schedules thereto on file with the Commission for a description of
the names and employment of the directors and officers of the following
Advisers, and other required information:

<TABLE>
<CAPTION>
File No.
<S> <C>
American Century Investment Management, Inc. 801-08174
Berger, LLC 801-09451
Credit Suisse Asset Management, LLC 801-37170
Davis Selected Advisers, L.P. 801-31648
EQSF Advisers, Inc. 801-27792
Fred Alger Management, Inc. 801-06709
Janus Capital Corporation 801-13991
Jennison Associates LLC 801-05608
</TABLE>

C-5
<PAGE>

<TABLE>
<S> <C>
Lazard Asset Management 801-6568
Marsico Capital Management, LLC 801-54914
Miller Anderson & Sherrerd, LLP 801-10437
Montag & Caldwell, Inc. 801-15398
Neuberger Berman, LLC 801-03908
Perkins, Wolf, McDonnell & Company 801-19974
Rowe-Price Fleming International, Inc 801-14713
T. Rowe Price Associates, Inc. 801-00856
Thornburg Investment Management, Inc. 801-17853
Wellington Management Company, LLP 801-15908
</TABLE>

Reference is made to Post-Effective Amendment No. 26 to BT Investment
Funds' Registration Statement on Form N-1A (File No. 33-07404) filed
on October 26, 1998 for a description of the names and employment of
the directors and officers of Bankers Trust Company.

Item 27. Principal Underwriters

(a) The principal underwriter of the Registrant also acts as principal
underwriter for:

Brazos Mutual Funds
SunAmerica Income Funds
SunAmerica Money Market Funds, Inc.
SunAmerica Equity Funds
SunAmerica Strategic Investment Series, Inc.

(b) The following persons are the officers and directors of
SunAmerica Capital Services, Inc., the principal underwriter
of Registrant's Shares:

Name and Principal
Business Address Position With Underwriter Position with the Registrant
------------------ ------------------------- ----------------------------
<S> <C> <C>
Peter A. Harbeck Director Director and President
The SunAmerica Center
733 Third Avenue
New York, NY 10017-3204

J. Steven Neamtz President and Director Vice President
The SunAmerica Center
733 Third Avenue
New York, NY 10017-3204

Robert M. Zakem Executive Vice President, General Secretary and Chief Compliance
The SunAmerica Center Counsel and Director Officer
733 Third Avenue
New York, NY 10017-3204

Susan L. Harris Secretary None
SunAmerica, Inc.
1 SunAmerica Center
Los Angeles, CA 90067-6022
</TABLE>

C-6

<PAGE>

Debbie Potash-Turner Chief Financial Officer and None
The SunAmerica Center Controller
733 Third Avenue
New York, NY 10017-3204
</TABLE>

Item 28. Location of Accounts and Records

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, and its affiliate, National Financial Data
Services, collectively, act as custodian, transfer agent and dividend
paying agent. They maintain books, records and accounts pursuant to the
instructions of the Fund.

SunAmerica is located at The SunAmerica Center, 733 Third Avenue, New
York, New York 10017-3204. SunAmerica has contracted with Callan
Associates, Inc. ("Callan") to compile historical performance data
relating to the Advisers, both individually and on a composite basis.
Registrant's records relating thereto are maintained by Callan. Callan
is located at 71 Stevenson Street, Suite 1300, San Francisco, CA 94105.

American Century Investment Management, Inc. is located at the
American Century Tower, 4500 Main Street, Kansas City, Missouri 64111.

Bankers Trust Company is located at 130 Liberty Street (One Bankers
Trust Plaza), New York 10006.

Berger, LLC is located at 210 University Boulevard, Suite
900, Denver, Colorado 80206.

Credit Suisse Asset Management, LLC is located at 466 Lexington Avenue,
New York, New York 10017-3147.

Davis Selected Advisers, L.P. is located at 124 East Marcy Street,
Santa Fe, New Mexico 87501.

EQSF Advisers, Inc. is located at 767 Third Avenue, New York, New York
10017.

Fred Alger Management, Inc. is located at 1 World Trade Center, 93rd
Floor, New York, New York 10048

Janus Capital Corporation is located at 100 Fillmore Street, Denver,
Colorado 80206-4923.

Jennison Associates LLC is located at 466 Lexington Avenue, New York,
NY 10017.

Lazard Asset Management is located at 30 Rockefeller Plaza, New York,
New York 10112.

Marsico Capital Management, LLC is located at 1200 17th Street, Suite
1300, Denver, CO 80202.

Miller Anderson & Sherrerd, LLP is located at One Tower Bridge, West
Conshohocken, Pennsylvania 19428.

Montag & Caldwell, Inc. is located at 3343 Peachtree Road, NE, Suite
1100, Atlanta, Georgia 30326-1022.

Neuberger Berman, LLC is located at 605 Third Avenue, New York, New
York 10158-0180.

Perkins, Wolf, McDonnell & Company is located at 53 West Jackson
Boulevard, Suite 818, Chicago, Illinois 60604.

C-7

<PAGE>

Rowe Price-Fleming International, Inc. is located at 100 East Pratt
Street, Baltimore, Maryland 21202.

Thornburg Investment Management, Inc. is located at 119 East Marcy
Street, Santa Fe, New Mexico 87501.

T. Rowe Price Associates, Inc. is located at 100 East Pratt Street,
Baltimore, Maryland 21202.

Wellington Management Company, LLP is located at 75 State Street,
Boston, Massachusetts 02109.

Each of the Advisers maintains the books, accounts and records required to be
maintained pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
(the "1933 Act") and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 22 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 6th day
of March, 2000.

SunAmerica Style Select Series, Inc.

By: /s/ Peter A. Harbeck
-------------------------
Peter A. Harbeck
President

Pursuant to the requirements of the 1933 Act, the Post-Effective
Amendment No. 21 to the Registrant's Registration Statement on Form N-1A has
been signed below by the following persons in the capacities and on the date
indicated:

/s/ Peter A. Harbeck President and Director March 6, 2000
- ------------------------------------ (Principal Executive Officer)
Peter A. Harbeck

/s/ Peter C. Sutton Treasurer
- ------------------------------------ (Principal Financial and
Peter C. Sutton Accounting Officer)

* Director
- ------------------------------------
S. James Coppersmith

* Director
- ------------------------------------
Samuel M. Eisenstat

* Director
- ------------------------------------
Stephen J. Gutman

* Director
- ------------------------------------
Sebastiano Sterpa

*By: /s/ Robert M. Zakem March 6, 2000
- -----------------------------------
Attorney-in-Fact
Robert M. Zakem
</TABLE>

<PAGE>

Exhibit Index

Exhibit No. Name
- ----------- ----

(i) Opinion and Consent of Counsel

<PAGE>

[SAAMCO LETTERHEAD]

Gentlemen:

This opinion is being furnished in connection with the filing by
SunAmerica Style Select Series, Inc., a Maryland Corporation ("Corporation"), of
Post-Effective Amendment No. 22 (the "Amendment") to the Registration Statement
on Form N-1A (the "Registration Statement") which registers an indefinite number
of shares of beneficial interest of six series of the Corporation, $.0001 par
value, (the "Shares") under the Securities Act of 1933, as amended (the "1933
Act"), pursuant to the Corporation's Registration Statement.

I am familiar with the proceedings taken by the Corporation in connection
with the authorization, issuance and sale of the Shares. In addition, I have
examined the Corporation's Articles of Incorporation, By-Laws and such other
documents that have been deemed relevant to the matters referred to herein.

Based upon the foregoing, I am of the opinion that, the Shares registered
by the Amendment are legally issued, fully paid and nonassessable shares of
beneficial interest of the Corporation.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Amendment, and to the filing of this
opinion under the securities laws of any state.

Very truly yours,

/s/ Robert M. Zakem

Robert M. Zakem