STYLE SELECT SERIES INC, 485BPOS, 2000-02-28

STYLE SELECT SERIES INC
485BPOS, 2000-02-28

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<PAGE>

As filed with the Securities and Exchange Commission on August 28, 1999
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. 21 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 22
(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>

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FEBRUARY 28, 2000 PROSPECTUS
- --------------------------------------------------------------------------------

SUNAMERICA STYLE SELECT SERIES(R)

[LOGO] LARGE-CAP GROWTH PORTFOLIO

[LOGO] MID-CAP GROWTH PORTFOLIO

[LOGO] AGGRESSIVE GROWTH PORTFOLIO

[LOGO] LARGE-CAP VALUE PORTFOLIO

[LOGO] VALUE PORTFOLIO

[LOGO] SMALL-CAP VALUE PORTFOLIO

[LOGO] FOCUSED GROWTH AND INCOME PORTFOLIO

[LOGO] FOCUS PORTFOLIO

[LOGO] FOCUSED VALUE PORTFOLIO

[LOGO] INTERNATIONAL EQUITY PORTFOLIO

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.

[LOGO] SUNAMERICA
MUTUAL FUNDS

<PAGE>

TABLE OF CONTENTS
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<TABLE>
<S> <C>
FUND HIGHLIGHTS .................................................................... 2

FINANCIAL HIGHLIGHTS .............................................................. 20

SHAREHOLDER ACCOUNT INFORMATION ................................................... 25

MORE INFORMATION ABOUT THE PORTFOLIOS ............................................. 32

INVESTMENT STRATEGIES ......................................................... 32

GLOSSARY ...................................................................... 36

INVESTMENT TERMINOLOGY ................................................... 36

RISK TERMINOLOGY ......................................................... 37

FUND MANAGEMENT ................................................................... 38

INFORMATION ABOUT ADVISERS ........................................................ 39
</TABLE>

[LOGO] SUNAMERICA
MUTUAL FUNDS
<PAGE>

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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

Q&A

A "STYLE-BASED" Portfolio follows a strict investment approach based either on a
"value" or a "growth" philosophy and on market capitalization.

A "STYLIZED" Portfolio may engage in value or growth investing, in any
proportion or combination.

A FOCUS strategy is one in which an Adviser actively invests in a small number
of holdings which constitute its favorite stock-picking ideas at any given
moment. A focus philosophy reflects the belief that, over time, the performance
of most investment managers' "highest confidence" stocks exceeds that of their
more diversified portfolios. Each FOCUS PORTFOLIO Adviser and FOCUSED VALUE
PORTFOLIO Adviser will invest in up to ten securities, while each FOCUSED GROWTH
AND INCOME PORTFOLIO Adviser may invest in up to 30 securities. Each Adviser may
invest in additional financial instruments for the purpose of cash management or
to hedge a security in the Portfolio.

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 Large-Cap Growth, Mid-Cap Growth,
Aggressive Growth and Focus Portfolios subscribe, and to which the Focused
Growth and Income and International Equity Portfolios partly subscribe-that of
investing in securities 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 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, Small-Cap
Value and Focused Value Portfolios subscribe, and to which the Focused Growth
and Income and International Equity Portfolios partly 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 that have low price-earnings ratios and
may 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
SunAmerica Style Select Series, Inc. (the "Fund"), and to provide you with
information about the Fund's separate Portfolios and their investment goals,
principal investment 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 starts on page 32, and the glossary
that follows on page 36.

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

STYLE-BASED PORTFOLIOS

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

MID-CAP GROWTH long-term growth active trading of equity securities selected on
PORTFOLIO growth of the basis of growth criteria, issued by mid-cap
capital companies

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 VALUE long-term value active trading of equity securities selected on
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

<CAPTION>
STYLIZED PORTFOLIOS

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

FOCUSED GROWTH long-term growth, value active trading of equity securities selected to
AND INCOME growth of and focus achieve a blend of growth companies, value
PORTFOLIO capital and companies and companies that the Advisers believe
current have elements of growth and value, issued by
income large-cap companies. Each Adviser may emphasize
either a growth orientation or a value
orientation at any particular time.

FOCUSED VALUE long-term value and active trading of equity securities selected on
PORTFOLIO growth of focus the basis of value criteria, without regard to
capital market capitalization

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>

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2

<PAGE>

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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.

ADDITIONAL INFORMATION ABOUT THE SUBADVISERS

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

SunAmerica Asset Management Corp. ("SunAmerica") is the Portfolios' investment
manager and 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 32 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 decline under varying market
conditions--for example, "growth" stocks may perform well under circumstances in
which "value" 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.

ADDITIONAL PRINCIPAL RISKS

Shares of the Portfolios are not bank deposits and are not guaranteed or insured
by any bank or SunAmerica or SunAmerica's affiliates, 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 MID-CAP GROWTH PORTFOLIO

Stocks of smaller companies may be more volatile than, and not as readily
marketable as, those of larger companies. The Mid-Cap Growth Portfolio may be
riskier than the Large-Cap Growth, Focused Growth and Income or Large-Cap Value
Portfolios.

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 Growth, Mid-Cap Growth, Focused Growth and Income or Large-Cap
Value Portfolios.

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.
Performance information for the Focused Value Portfolio is not shown because
it has not been in existence for a full calendar year.

----------------
3
<PAGE>

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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

LARGE-CAP GROWTH PORTFOLIO (CLASS B)

[BAR CHART]

'98 '99
--- ---
29.80% 32.68%

During the period shown in the bar chart, the highest return for a quarter was
25.56% (quarter ended 12/31/99) and the lowest return for a quarter was -11.64%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year Past One Return Since
ended December 31, 1999) Year Inception****
<S> <C> <C> <C>
Large-Cap Growth Portfolio* Class A 25.93% 23.50%
Class B 28.68% 24.94%
Class II 30.44% 25.40%
Russell 1000 Index** 20.91% 22.61%
Morningstar Large-Cap Growth Category*** 38.63% 30.75%
</TABLE>

* Includes sales charges.

** The Russell 1000(R) Index measures the performance of the 1,000 largest
companies in the Russell 3000 Index, which represents approximately 89% of
the total market capitalization of the Russell 3000 Index. As of the latest
reconstitution, the average market capitalization was approximately $9.9
billion; the median market capitalization was approximately $3.7 billion.
The smallest company in the index had an approximate market capitalization
of $1,404.7 million.

*** 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 A, B and C shares commenced offering on October 15, 1997. On
December 1, 1998, the Class C shares were redesignated Class II shares.

- ---------------
4
<PAGE>

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MID-CAP GROWTH PORTFOLIO (CLASS B)

[BAR CHART]

'97 '98 '99
--- --- ---
13.29% 21.33% 37.43%

During the period shown in the bar chart, the highest return for a quarter was
29.91% (quarter ended 12/31/99) and the lowest return for a quarter was -18.25%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Return Since Inception****
Average Annual Total Returns Morningstar
(as of the calendar year Past One Russell Mid- Mid-Cap Growth
ended December 31, 1999) Year Fund Cap Index Category
<S> <C> <C> <C> <C> <C>
Mid-Cap Growth Portfolio* Class A 30.34% 20.63% 28.18% 28.97%
Class B 33.43% 21.52% 28.18% 28.97%
Class II 35.01% 26.40% 30.71% 33.25%
Russell Mid-Cap Growth Index** 51.29%
Morningstar Mid-Cap Growth Category*** 60.14%
</TABLE>

* Includes sales charges.

** Russell Midcap Growth(TM) Index measures the performance of the 800
smallest companies in the Russell 1000 Index, which represents
approximately 35% of the total market capitalization of the Russell 1000
Index. As of the latest reconstitution, the average market capitalization
was approximately $3.7 billion; the median market capitalization was
approximately $2.9 billion. The largest company in the index had an
approximate market capitalization of $10.3 billion.

*** Developed by Morningstar, the Morningstar Mid-Cap Growth Category currently
reflects a group of 173 mutual funds that have portfolios with median
market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class A and B shares commenced offering on November 19, 1996. Class C
shares, which were redesignated Class II shares on December 1, 1998,
commenced offering on March 6, 1997.

----------------
5
<PAGE>

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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

AGGRESSIVE GROWTH PORTFOLIO (CLASS B)

[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>
Return Since Inception****
Average Annual Total Returns Morningstar
(as of the calendar year ended Past One Russell 2500 Aggressive Growth
December 31, 1999) Year Fund Growth Index** Category***
<S> <C> <C> <C> <C> <C>
Aggressive Growth Portfolio* Class A 62.71% 38.46% 22.53% 28.31%
Class B 67.51% 39.70% 22.53% 28.31%
Class II 68.75% 41.23% 24.68% 31.96%
Russell 2500 Growth Index** 55.50%
Morningstar Aggressive Growth Category*** 60.18%
</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 A and B shares commenced offering on November 19, 1996. Class C
shares, which were redesignated Class II shares on December 1, 1998,
commenced offering on March 6, 1997.

- ---------------
6
<PAGE>

- --------------------------------------------------------------------------------

LARGE-CAP VALUE PORTFOLIO (CLASS B)

[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 Past One Return Since
ended December 31, 1999) Year Inception****
<S> <C> <C> <C>
Large-Cap Value Portfolio* Class A 1.78% 3.74%
Class B 3.29% 4.59%
Class II 5.29% 5.42%
Russell 1000 Value Index** 7.35% 12.24%
Morningstar Large-Cap Value Category*** 6.59% 8.77%
</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 A, B and C shares commenced offering on October 15, 1997. On
December 1, 1998, the Class C shares were redesignated Class II shares.

----------------
7
<PAGE>

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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

VALUE PORTFOLIO (CLASS B)

[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>
Return Since Inception****
Average Annual Total Returns Russell Morningstar
(as of the calendar year Past One Midcap Value Mid-Cap
ended December 31, 1999) Year Fund Index Value Category
<S> <C> <C> <C> <C> <C>
Value Portfolio* Class A 2.81% 10.41% 11.66% 10.71%
Class B 4.44% 11.08% 11.66% 10.71%
Class II 6.29% 9.53% 10.99% 9.99%
Russell Midcap Value Index** -0.11%
Morningstar Mid-Cap Value Category*** 6.72%
</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 A and B shares commenced offering on November 19, 1996. Class C
shares, which were redesignated Class II shares on December 1, 1998,
commenced offering on March 6, 1997.

- ---------------
8
<PAGE>

- --------------------------------------------------------------------------------

SMALL-CAP VALUE PORTFOLIO (CLASS B)

[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 Past One Return Since
ended December 31, 1999) Year Inception****
<S> <C> <C> <C>
Small-Cap Value Portfolio* Class A 0.25% -3.10%
Class B 1.73% -2.53%
Class II 3.58% -1.59%
Russell 2000 Value Index** -1.49% -2.85%
Morningstar Small-Cap Value Category*** 4.87% -2.29%
</TABLE>

* Includes sales charges.

** 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
2,000 smallest companies out of the 3,000 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 A, B and C shares commenced offering on October 15, 1997. On December
1, 1998, the Class C shares were redesignated Class II shares.

----------------
9
<PAGE>

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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

FOCUSED GROWTH AND INCOME PORTFOLIO (CLASS B)

'98 '99
--- ---
12.38% 57.18%

During the period shown in the bar chart, the highest return for a quarter was
45.62% (quarter ended 12/31/99) and the lowest return for a quarter was -13.91%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year Past One Return Since
ended December 31, 1999) Year Inception****
<S> <C> <C> <C>
Focused Growth and Income Portfolio* Class A 49.06% 27.34%
Class B 53.18% 28.97%
Class II 54.54% 29.35%
S&P 500 Index** 21.04% 23.27%
Morningstar Large-Cap Blend Category*** 19.47% 18.50%
</TABLE>

* 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 Blend Category
currently reflects a group of 429 mutual funds that have portfolios with
median market capitalizations, price/earnings ratios, and price/book ratios
similar to those of the Portfolio.

**** Class A, B and C shares commenced offering on October 15, 1997. On
December 1, 1998, the Class C shares were redesignated Class II shares.

- ----------------
10
<PAGE>

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- --------------------------------------------------------------------------------

FOCUS PORTFOLIO (CLASS B)

'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> <C>
Focus Portfolio* Class A 49.43% 46.79%
Class B 53.63% 49.41%
Class II 55.06% 50.48%
S&P 500 Index** 21.04% 22.22%
Morningstar Large-Cap Growth Category*** 38.63% 36.54%
</TABLE>

* 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.

**** Class A, B and II shares commenced offering on June 8, 1998.

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11
<PAGE>

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FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

INTERNATIONAL EQUITY PORTFOLIO (CLASS B)

[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>
Return Since Inception****
Average Annual Total Returns MSCI Morningstar
(as of the calendar year Past One EAFE Foreign Stock
ended December 31, 1999) Year Fund Index** Category***
<S> <C> <C> <C> <C> <C>
International Equity Portfolio* Class A 25.88% 10.28% 14.82% 18.89%
Class B 28.67% 10.87% 14.82% 18.89%
Class II 30.34% 12.22% 17.50% 19.92%
MSCI EAFE Index** 26.96%
Morningstar Foreign Stock Category*** 44.31%
</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 A and B shares commenced offering on November 19, 1996. Class C
shares, which were redesignated Class II shares on December 1, 1998,
commenced offering on March 6, 1997.

- ----------------
12
<PAGE>

[This page intentionally left blank]

-----------------
13
<PAGE>

- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

Q: WHAT ARE THE PORTFOLIOS' EXPENSES?

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

<TABLE>
<CAPTION>
Large-Cap Growth
Portfolio
--------------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)............................ 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)......................................... None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................... None None None
Redemption Fee(3)........................................... None None None
Exchange Fee................................................ None None None
Maximum Account Fee......................................... None None None

Annual Fund Operating Expenses (expenses that are deducted from
Fund assets)
Management Fees............................................. 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)................................ 0.35% 1.00% 1.00%
Other Expenses.............................................. 0.74% 0.73% 0.84%
---- ---- ----

Total Annual Fund Operating Expenses........................... 2.09% 2.73% 2.84%
---- ---- ----
---- ---- ----

Expense Reimbursement.......................................... 0.31% 0.30% 0.41%
Net Expenses(5)................................................ 1.78% 2.43% 2.43%

MID-CAP GROWTH PORTFOLIO
------------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)............................ 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)......................................... None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................... None None None
Redemption Fee(3)........................................... None None None
Exchange Fee................................................ None None None
Maximum Account Fee......................................... None None None
Annual Fund Operating Expenses (expenses that are deducted from
Fund assets)
Management Fees............................................. 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)................................ 0.35% 1.00% 1.00%
Other Expenses.............................................. 0.55% 0.55% 0.67%
---- ---- ----
Total Annual Fund Operating Expenses........................... 1.90% 2.55% 2.67%
----- ----- -----
----- ----- -----
Expense Reimbursement.......................................... 0.12% 0.12% 0.24%
Net Expenses(5)................................................ 1.78% 2.43% 2.43%
</TABLE>

(1) The front-end sales charge on Class A shares decreases with the size of the
purchase to 0% for purchases of $1 million or more.

(2) Purchases of Class A shares over $1 million will be subject to a contingent
deferred sales charge (CDSC) on redemptions made within two years of
purchase. The CDSC on Class B shares applies only if shares are redeemed
within six years of their purchase. The CDSC on Class II shares applies only
if shares are redeemed within eighteen months of their purchase. See page 25
for more information on the CDSCs.

(3) A $15.00 fee may be imposed on wire and overnight mail redemptions.

(4) Because these fees are paid out of a Portfolio's assets on an on-going
basis, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges.

(5) 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. SunAmerica 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.

- ----------------
14
<PAGE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Aggressive Growth
Portfolio
--------------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)............................ 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)......................................... None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................... None None None
Redemption Fee(3)........................................... None None None
Exchange Fee................................................ None None None
Maximum Account Fee......................................... None None None
Annual Fund Operating Expenses (expenses that are deducted from
Fund assets)
Management Fees............................................. 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)................................ 0.35% 1.00% 1.00%
Other Expenses.............................................. 0.51% 0.49% 0.53%
---- ---- ----
Total Annual Fund Operating Expenses........................... 1.86% 2.49% 2.53%
---- ---- ----
---- ---- ----
Expense Reimbursement.......................................... 0.08% 0.06% 0.10%
Net Expenses(5)................................................ 1.78% 2.43% 2.43%

<CAPTION>
Large-Cap Value
Portfolio
--------------------------------
Class A Class B Class II
-------- -------- --------
<C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)............................ 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)......................................... None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................... None None None
Redemption Fee(3)........................................... None None None
Exchange Fee................................................ None None None
Maximum Account Fee......................................... None None None
Annual Fund Operating Expenses (expenses that are deducted from
Fund assets)
Management Fees............................................. 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)................................ 0.35% 1.00% 1.00%
Other Expenses.............................................. 0.60% 0.59% 0.65%
---- ---- ----
Total Annual Fund Operating Expenses........................... 1.95% 2.59% 2.65%
---- ---- ----
---- ---- ----
Expense Reimbursement.......................................... 0.17% 0.16% 0.22%
Net Expenses(5)................................................ 1.78% 2.43% 2.43%
</TABLE>

-----------------
15
<PAGE>

- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

Value Portfolio
--------------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1).............................................. 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................... None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends..................................................................... None None None
Redemption Fee(3)............................................................. None None None
Exchange Fee.................................................................. None None None
Maximum Account Fee........................................................... None None None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................... 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4).................................................. 0.35% 1.00% 1.00%
Other Expenses................................................................ 0.47% 0.45% 0.56%
---- ---- ----

Total Annual Fund Operating Expenses............................................. 1.82% 2.45% 2.56%
---- ---- ----
---- ---- ----

Expense Reimbursement............................................................ 0.04% 0.02% 0.13%
Net Expenses(5).................................................................. 1.78% 2.43% 2.43%

<CAPTION>
Small-Cap Value Portfolio
-------------------------------
Class A Class B Class II
--------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1).............................................. 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................... None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends..................................................................... None None None
Redemption Fee(3)............................................................. None None None
Exchange Fee.................................................................. None None None
Maximum Account Fee........................................................... None None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................... 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4).................................................. 0.35% 1.00% 1.00%
Other Expenses................................................................ 0.72% 0.74% 0.79%
---- ---- ----
Total Annual Fund Operating Expenses............................................. 2.07% 2.74% 2.79%
----- ---- ----
----- ---- ----
Expense Reimbursement............................................................ 0.29% 0.31% 0.36%
Net Expenses(5).................................................................. 1.78% 2.43% 2.43%
</TABLE>

(1) The front-end sales charge on Class A shares decreases with the size of the
purchase to 0% for purchases of $1 million or more.

(3) A $15.00 fee may be imposed on wire and overnight mail redemptions.

- ----------------
16
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Focused Growth
and Income Portfolio
--------------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)........................................... 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................ None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends.................................................................. None None None
Redemption Fee(3).......................................................... None None None
Exchange Fee............................................................... None None None
Maximum Account Fee........................................................ None None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................ 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)............................................... 0.35% 1.00% 1.00%
Other Expenses............................................................. 0.52% 0.59% 0.75%
---- ---- ----
Total Annual Fund Operating Expenses.......................................... 1.87% 2.59% 2.75%
---- ---- ----
---- ---- ----
Expense Reimbursement......................................................... 0.42% 0.49% 0.65%
Net Expenses(5)............................................................... 1.45% 2.10% 2.10%

Focus Portfolio
--------------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)........................................... 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................ None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends.................................................................. None None None
Redemption Fee(3).......................................................... None None None
Exchange Fee............................................................... None None None
Maximum Account Fee........................................................ None None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................ 0.85% 0.85% 0.85%
Distribution (12b-1) Fees(4)............................................... 0.35% 1.00% 1.00%
Other Expenses............................................................. 0.43% 0.41% 0.42%
---- ---- ----
Total Annual Fund Operating Expenses.......................................... 1.63% 2.26% 2.27%
---- ---- ----
---- ---- ----
Expense Reimbursement......................................................... 0.18% 0.16% 0.17%
Net Expenses(5)............................................................... 1.45% 2.10% 2.10%

Focused Value Portfolio
--------------------------------
Class A Class B Class II
------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)........................................... 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................ None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends.................................................................. None None None
Redemption Fee(3).......................................................... None None None
Exchange Fee............................................................... None None None
Maximum Account Fee........................................................ None None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................ 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)............................................... 0.35% 1.00% 1.00%
Other Expenses............................................................. 0.59% 0.59% 0.59%
---- ---- ----
Total Annual Fund Operating Expenses.......................................... 1.94% 2.59% 2.59%
---- ---- ----
---- ---- ----
Expense Reimbursement......................................................... 0.39% 0.39% 0.39%
Net Expenses(5)............................................................... 1.55% 2.20% 2.20%

<CAPTION>
International Equity
Portfolio
-----------------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)........................................... 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................ None 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends.................................................................. None None None
Redemption Fee(3).......................................................... None None None
Exchange Fee............................................................... None None None
Maximum Account Fee........................................................ None None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................ 1.10% 1.10% 1.10%
Distribution (12b-1) Fees(4)............................................... 0.35% 1.00% 1.00%
Other Expenses............................................................. 0.83% 0.82% 0.91%
---- ---- ----
Total Annual Fund Operating Expenses.......................................... 2.28% 2.92% 3.01%
---- ---- ----
---- ---- ----
Expense Reimbursement......................................................... 0.25% 0.24% 0.33%
Net Expenses(5)............................................................... 2.03% 2.68% 2.68%
</TABLE>

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

- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

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:

If you redeemed your investment at the end of the periods indicated:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
LARGE-CAP GROWTH PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 646 $1,058 $1,496 $ 2,531
(Class II shares)................................... $ 444 $ 850 $1,383 $ 2,839

MID-CAP GROWTH PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 646 $1,058 $1,496 $ 2,531
(Class II shares)................................... $ 444 $ 850 $1,383 $ 2,839

AGGRESSIVE GROWTH PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 646 $1,058 $1,496 $ 2,531
(Class II shares)................................... $ 444 $ 850 $1,383 $ 2,839

LARGE-CAP VALUE PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 646 $1,058 $1,496 $ 2,531
(Class II shares)................................... $ 444 $ 850 $1,383 $ 2,839

VALUE PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 646 $1,058 $1,496 $ 2,531
(Class II shares)................................... $ 444 $ 850 $1,383 $ 2,839

SMALL-CAP VALUE PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 646 $1,058 $1,496 $ 2,531
(Class II shares)................................... $ 444 $ 850 $1,383 $ 2,839

FOCUSED GROWTH AND INCOME PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 613 $ 958 $1,329 $ 2,188
(Class II shares)................................... $ 411 $ 751 $1,218 $ 2,507

FOCUS PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 613 $ 958 $1,329 $ 2,188
(Class II shares)................................... $ 411 $ 751 $1,218 $ 2,507

FOCUSED VALUE PORTFOLIO
(Class A shares).................................... $ 724 $1,036 $1,371 $ 2,314
(Class B shares)*................................... $ 623 $ 988 $1,380 $ 2,293
(Class II shares)................................... $ 421 $ 781 $1,268 $ 2,609

INTERNATIONAL EQUITY PORTFOLIO
(Class A shares).................................... $ 769 $1,175 $1,605 $ 2,798
(Class B shares)*................................... $ 671 $1,132 $1,620 $ 2,783
(Class II shares)................................... $ 468 $ 924 $1,506 $ 3,082
</TABLE>

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

<PAGE>

- --------------------------------------------------------------------------------

If you did not redeem your shares:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
LARGE-CAP GROWTH PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 246 $ 758 $1,296 $ 2,531
(Class II shares)................................... $ 344 $ 850 $1,383 $ 2,839

MID-CAP GROWTH PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 246 $ 758 $1,296 $ 2,531
(Class II shares)................................... $ 344 $ 850 $1,383 $ 2,839

AGGRESSIVE GROWTH PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 246 $ 758 $1,296 $ 2,531
(Class II shares)................................... $ 344 $ 850 $1,383 $ 2,839

LARGE-CAP VALUE PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 246 $ 758 $1,296 $ 2,531
(Class II shares)................................... $ 344 $ 850 $1,383 $ 2,839

VALUE PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 246 $ 758 $1,296 $ 2,531
(Class II shares)................................... $ 344 $ 850 $1,383 $ 2,839

SMALL-CAP VALUE PORTFOLIO
(Class A shares).................................... $ 745 $1,103 $1,484 $ 2,549
(Class B shares)*................................... $ 246 $ 758 $1,296 $ 2,531
(Class II shares)................................... $ 344 $ 850 $1,383 $ 2,839

FOCUSED GROWTH AND INCOME PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 213 $ 658 $1,129 $ 2,188
(Class II shares)................................... $ 311 $ 751 $1,218 $ 2,507

FOCUS PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 213 $ 658 $1,129 $ 2,188
(Class II shares)................................... $ 311 $ 751 $1,218 $ 2,507

FOCUSED VALUE PORTFOLIO
(Class A shares).................................... $ 724 $1,036 $1,371 $ 2,314
(Class B shares)*................................... $ 223 $ 688 $1,180 $ 2,293
(Class II shares)................................... $ 321 $ 781 $1,268 $ 2,609

INTERNATIONAL EQUITY PORTFOLIO
(Class A shares).................................... $ 769 $1,175 $1,605 $ 2,798
(Class B shares)*................................... $ 271 $ 832 $1,420 $ 2,783
(Class II shares)................................... $ 368 $ 924 $1,506 $ 3,082
</TABLE>

- -------------------------------------

* Class B shares generally convert to Class A shares approximately seven years
after purchase, as described in the section entitled "Shareholder Account
Information" on page 25. Therefore, expense information for years 8, 9
and 10 is the same for both Class A and B shares.

-----------------
19
<PAGE>

- --------------------------------------------------------------------------------
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
incorporated by reference in the Funds' Statement of Additional Information
(SAI), which is available upon request.

LARGE-CAP GROWTH PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.......... $ 12.50 $ -- $(0.71) $ (0.71) $ -- $ -- $ -- $ 11.79 (5.68)%
10/31/98.......... 11.79 (0.11) 2.05 1.94 (0.01) -- (0.01) 13.72 16.42
10/31/99.......... 13.72 (0.16) 4.67 4.51 -- -- -- 18.23 32.87

<CAPTION>
CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.......... 12.50 $ -- (0.71) (0.71) $ -- $ -- $ -- 11.79 (5.68)
10/31/98.......... 11.79 (0.21) 2.04 1.83 -- -- -- 13.62 15.54
10/31/99.......... 13.62 (0.27) 4.63 4.36 -- -- -- 17.98 32.01

<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.......... 12.50 $ -- (0.72) (0.72) $ -- $ -- $ -- 11.78 (5.76)
10/31/98.......... 11.78 (0.20) 2.04 1.84 -- -- -- 13.62 15.64
10/31/99.......... 13.62 (0.27) 4.62 4.35 -- -- -- 17.97 31.94

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (2) (000'S) NET ASSETS (4) NET ASSETS (4) TURNOVER
- ------------------ ---------- ---------- ------------ ---------
CLASS A
-------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.......... $ 23,609 1.78%(3) 0.34%(3) 1%
10/31/98.......... 14,390 1.78 (0.90) 30
10/31/99.......... 28,050 1.78 (0.98) 66

CLASS B
-------
10/15/97-
10/31/97.......... 773 2.43(3) (0.84)(3) 1
10/31/98.......... 26,125 2.43 (1.54) 30
10/31/99.......... 51,691 2.43 (1.63) 66

CLASS C
-------
10/15/97-
10/31/97.......... 166 2.43(3) (0.42)(3) 1
10/31/98.......... 7,317 2.43 (1.54) 30
10/31/99.......... 18,659 2.43 (1.63) 66
</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>
Large-Cap Growth A........................... 0.59% 0.72% 0.31%
Large-Cap Growth B........................... 1.53 0.80 0.30
Large-Cap Growth II.......................... 3.29 1.42 0.41
</TABLE>

- --------------------------------------------------------------------------------
MID-CAP GROWTH PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.......... $ 12.50 $ (0.16) $ 1.37 $ 1.21 $ -- $ -- $ -- $ 13.71 9.68%
10/31/98.......... 13.71 (0.18) 1.07 0.89 -- -- -- 14.60 6.49
10/31/99.......... 14.60 (0.21) 4.42 4.21 -- (0.64) (0.64) 18.17 29.83

<CAPTION>
CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.......... 12.50 (0.25) 1.38 1.13 $ -- $ -- $ -- 13.63 9.04
10/31/98.......... 13.63 (0.27) 1.06 0.79 -- -- -- 14.42 5.80
10/31/99.......... 14.42 (0.31) 4.34 4.03 -- (0.64) (0.64) 17.81 28.92
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3/06/97-
10/31/97.......... 11.93 (0.18) 1.89 1.71 $ -- $ -- $ -- 13.64 14.33
10/31/98.......... 13.64 (0.27) 1.06 0.79 -- -- -- 14.43 5.79
10/31/99.......... 14.43 (0.32) 4.36 4.04 -- (0.64) (0.64) 17.83 28.97

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (2) (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------------ ---------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.......... $ 18,404 1.85%(3) (1.19)%(3) 97%
10/31/98.......... 32,115 1.78 (1.19) 135
10/31/99.......... 38,991 1.76 (1.22) 112

- ------------------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.......... 35,739 2.47(3) (1.92)(3) 97
10/31/98.......... 58,555 2.43 (1.84) 135
10/31/99.......... 70,477 2.40 (1.87) 112

- ------------------
<S> <C> <C> <C> <C>
3/06/97-
10/31/97.......... 4,685 2.45(3) (1.97)(3) 97
10/31/98.......... 9,482 2.43 (1.84) 135
10/31/99.......... 13,396 2.43 (1.89) 112
</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>
Mid-Cap Growth A..................... 0.34% 0.30% 0.12%
Mid-Cap Growth B..................... 0.42% 0.33% 0.12%
Mid-Cap Growth II.................... 0.96% 0.39% 0.24%
</TABLE>

- ----------------
20

<PAGE>

- --------------------------------------------------------------------------------

AGGRESSIVE GROWTH PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.......... $ 12.50 $ (0.11) $ 3.51 $ 3.40 $ -- $ -- $ -- $ 15.90 27.20%
10/31/98.......... 15.90 (0.16) 0.87 0.71 -- (0.11) (0.11) 16.50 4.55
10/31/99.......... 16.50 (0.23) 9.86 9.63 -- -- -- 26.13 58.36

CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.......... 12.50 (0.24) 3.54 3.30 -- -- -- 15.80 26.40
10/31/98.......... 15.80 (0.27) 0.87 0.60 -- (0.11) (0.11) 16.29 3.87
10/31/99.......... 16.29 (0.37) 9.69 9.32 -- -- -- 25.61 57.21

CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3/06/97-
10/31/97.......... 13.38 (0.17) 2.59 2.42 -- -- -- 15.80 18.09
10/31/98.......... 15.80 (0.27) 0.88 0.61 -- (0.11) (0.11) 16.30 3.94
10/31/99.......... 16.30 (0.37) 9.67 9.30 -- -- -- 25.60 57.06

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (2) (000'S) NET ASSETS (4) NET ASSETS (4) TURNOVER
- ------------------ ---------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.......... $ 38,537 1.84%(3) (0.77)%(3) 150%
10/31/98.......... 55,925 1.78 (0.95) 142
10/31/99.......... 100,468 1.76 (1.00) 126

- ------------------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.......... 48,594 2.47(3) (1.58)(3) 150
10/31/98.......... 74,998 2.43 (1.60) 142
10/31/99.......... 140,508 2.39 (1.64) 1.26

- ------------------
<S> <C> <C> <C> <C>
3/06/97-
10/31/97.......... 5,939 2.45(3) (1.68)(3) 150
10/31/98.......... 10,568 2.43 (1.60) 142
10/31/99.......... 25,331 2.41 (1.65) 126
</TABLE>

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Aggressive Growth A.................. 0.26% 0.27% 0.08%
Aggressive Growth B.................. 0.32% 0.28% 0.06%
Aggressive Growth II................. 0.73% 0.44% 0.10%
</TABLE>

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

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.......... $ 12.50 $ 0.01 $(0.65) $ (0.64) $ -- $ -- $ -- $ 11.86 (5.12)%
10/31/98.......... 11.86 0.03 0.71 0.74 (0.01) -- (0.01) 12.59 6.22
10/31/99.......... 12.59 0.05 1.49 1.54 -- (0.08) (0.08) 14.05 12.28

<CAPTION>
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.......... 12.50 $ -- (0.64) (0.64) -- -- -- 11.86 (5.12)
10/31/98.......... 11.86 (0.04) 0.69 0.65 -- -- -- 12.51 5.52
10/31/99.......... 12.51 (0.05) 1.49 1.44 -- (0.08) (0.08) 13.87 11.55

CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.......... 12.50 $ -- (0.64) (0.64) -- -- -- 11.86 (5.12)
10/31/98.......... 11.86 (0.04) 0.69 0.65 -- -- -- 12.51 5.52
10/31/99.......... 12.51 (0.04) 1.48 1.44 -- (0.08) (0.08) 13.87 11.55

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (2) (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------------ ---------- ---------- ------------ ---------
Class A
-------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.......... $ 23,240 1.78%(3) 1.07%(3) --%
10/31/98.......... 12,921 1.78 0.22 37
10/31/99.......... 15,996 1.78 0.34 42

<CAPTION>
Class B
-------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.......... 1,325 2.43(3) 0.22(3) --
10/31/98.......... 28,149 2.43 (0.34) 37
10/31/99.......... 31,422 2.43 (0.33) 42

<CAPTION>
Class II
--------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.......... 172 2.43(3) 0.53(3) --
10/31/98.......... 5,823 2.43 (0.31) 37
10/31/99.......... 10,664 2.43 (0.28) 42
</TABLE>

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Large-Cap Value A.................... 0.58% 0.67% 0.17%
Large-Cap Value B.................... 1.16 0.61 0.16
Large-Cap Value II................... 3.22 1.14 0.22
</TABLE>

-----------------
21

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

VALUE PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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)
- ------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.... $ 12.50 $ -- $ 3.59 $ 3.59 $ -- $ -- $ -- $ 16.09 28.72%
10/31/98.... 16.09 $ -- (0.51) (0.51) -- (0.59) (0.59) 14.99 (3.32)
10/31/99.... 14.99 0.07 1.76 1.83 -- -- -- 16.82 12.21

<CAPTION>
CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.... 12.50 (0.11) 3.61 3.50 -- -- -- 16.00 28.00
10/31/98.... 16.00 (0.10) (0.50) (0.60) -- (0.59) (0.59) 14.81 (3.92)
10/31/99.... 14.81 (0.03) 1.73 1.70 -- -- -- 16.51 11.48
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
03/06/97-
10/31/97.... 13.56 (0.08) 2.52 2.44 -- -- -- 16.00 17.99
10/31/98.... 16.00 (0.11) (0.49) (0.60) -- (0.59) (0.59) 14.81 (3.92)
10/31/99.... 14.81 (0.03) 1.73 1.70 -- -- -- 16.51 11.48

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------ ---------- ---------- ------------ ---------
Class A
-------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.... $ 48,377 1.84%(3) --%(3) 48%
10/31/98.... 71,116 1.78 (0.01) 69
10/31/99.... 58,581 1.77 0.43 118

<CAPTION>
Class B
-------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.... 77,534 2.46(3) (0.74)(3) 48
10/31/98.... 111,030 2.43 (0.66) 69
10/31/99.... 95,112 2.40 (0.19) 118

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Value A...................................... 0.28% 0.17% 0.04%
Value B...................................... 0.34% 0.19% 0.02%
Value II..................................... 0.63% 0.21% 0.13%
</TABLE>

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

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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)
- ------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.... $ 12.50 $ 0.01 $(0.37) $ (0.36) $ -- -- $ -- $ 12.14 (2.88)%
10/31/98.... 12.14 0.05 (1.36) (1.31) (0.01) -- (0.01) 10.82 (10.79)
10/31/99.... 10.82 0.05 0.83 0.88 -- -- -- 11.70 8.13

<CAPTION>
CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.... 12.50 0.01 (0.38) (0.37) -- -- -- 12.13 (2.96)
10/31/98.... 12.13 (0.05) (1.33) (1.38) (0.01) -- (0.01) 10.74 (11.40)
10/31/99.... 10.74 (0.03) 0.83 0.80 -- -- -- 11.54 7.45
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.... 12.50 0.01 (0.37) (0.36) -- -- -- 12.14 (2.88)
10/31/98.... 12.14 (0.06) (1.33) (1.39) (0.01) -- (0.01) 10.74 (11.47)
10/31/99.... 10.74 (0.03) 0.84 0.81 -- -- -- 11.55 7.54

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS (4) NET ASSETS(4) TURNOVER
- ------------ ---------- ---------- ------------ ---------
Class A
--------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.... $ 21,346 1.78%(3) 2.57%(3) --%
10/31/98.... 15,051 1.78 0.42 50
10/31/99.... 15,473 1.78 0.39 102

<CAPTION>
Class B
-------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.... 3,112 2.43(3) 1.75(3) --
10/31/98.... 25,954 2.43 (0.44) 50
10/31/99.... 22,601 2.43 (0.26) 102

<CAPTION>
Class II
--------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.... 525 2.43(3) 1.75(3) --
10/31/98.... 5,968 2.43 (0.48) 50
10/31/99.... 7,230 2.43 (0.26) 102
</TABLE>

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Small-Cap Value A............................ 0.57% 0.66% 0.29%
Small-Cap Value B............................ 0.74 0.62 0.31
Small-Cap Value II........................... 1.42 1.05 0.36
</TABLE>

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

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FOCUSED GROWTH AND INCOME PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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)
- ------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.... $ 12.50 $ 0.01 $(0.53) $ (0.52) $ -- $ -- $ -- $ 11.98 (4.16)%
10/31/98.... 11.98 0.03 1.04 1.07 (0.01) -- (0.01) 13.04 8.95
10/31/99.... 13.04 (0.04) 4.30 4.26 -- (0.18) (0.18) 17.12 33.10

<CAPTION>
CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/97.... 12.50 -- (0.54) (0.54) -- -- -- 11.96 (4.24)
10/31/98.... 11.96 (0.07) 1.08 1.01 (0.01) -- (0.01) 12.96 8.43
10/31/99.... 12.96 (0.13) 4.25 4.12 -- (0.18) (0.18) 16.90 32.21
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97-
10/31/98.... 12.50 -- (0.53) (0.53) -- -- -- 11.97 (4.24)
10/31/98.... 11.97 (0.07) 1.06 0.99 (0.01) -- (0.01) 12.95 8.26
10/31/99.... 12.95 (0.14) 4.26 4.12 -- (0.18) (0.18) 16.89 32.24

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------ ---------- ---------- ------------ ---------
Class A
-------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.... $ 23,593 1.78%(3) 1.35%(3) 2%
10/31/98.... 9,799 1.78 0.22 98
10/31/99.... 29,281 1.54 (0.26) 165

<CAPTION>
Class B
-------
<S> <C> <C> <C> <C>
10/15/97-
10/31/97.... 941 2.43(3) 0.29(3) 2
10/31/98.... 16,157 2.43 (0.52) 98
10/31/99.... 39,636 2.20 (0.87) 165

<CAPTION>
Class II
--------
<S> <C> <C> <C> <C>
10/15/97-
10/31/98.... 143 2.43(3) 0.54(3) 2
10/31/98.... 2,490 2.43 (0.53) 98
10/31/99.... 15,619 2.16 (0.97) 165
</TABLE>

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
Focused Growth and Income A.................. 0.58% 0.62% 0.37%
Focused Growth and Income B.................. 1.26 0.67 0.44
Focused Growth and Income II................. 3.12 2.11 0.60
</TABLE>

- --------------------------------------------------------------------------------
FOCUS PORTFOLIO

CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06/08/98-
10/31/98.... $ 12.50 $ (0.01) $ 0.11 $ 0.10 $ -- $ -- $ -- $ 12.60 0.80%
10/31/99.... 12.60 (0.12) 6.75 6.63 -- -- -- 19.23 52.62

<CAPTION>
CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06/08/98--
10/31/98.... 12.50 (0.04) 0.10 0.06 -- -- -- 12.56 0.48
10/31/99.... 12.56 (0.23) 6.72 6.49 -- -- -- 19.05 51.67
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06/08/98--
10/31/98.... 12.50 (0.04) 0.10 0.06 -- -- -- 12.56 0.48
10/31/99.... 12.56 (0.23) 6.72 6.49 -- -- -- 19.05 51.67

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------ ---------- ---------- ------------ ---------
Class A
-------
<S> <C> <C> <C> <C>
06/08/98-
10/31/98.... $ 29,770 1.45%(3) (0.21)%(3) 106%
10/31/99.... 169,734 1.45 (.70) 161

<CAPTION>
Class B
-------

<S> <C> <C> <C> <C>
06/08/98--
10/31/98.... 45,817 2.10(3) (0.92)%(3) 106
10/31/99.... 271,531 2.10 (1.34) 161

<CAPTION>
Class II
--------

- ---------

<TABLE>
<CAPTION>
10/31/98 10/31/99
-------- --------
<S> <C> <C>
Focus A...................................... 0.32% 0.18%
Focus B...................................... 0.32% 0.16%
Focus II..................................... 0.32% 0.17%
</TABLE>

-----------------
23

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
NET
GAIN (LOSS)
NET ON INVEST- TOTAL DIVIDENDS DISTRI-
NET ASSET INVEST- MENTS (BOTH FROM FROM NET BUTIONS NET ASSET
VALUE, MENT REALIZED NET 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)
- ------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
CLASS A
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.... $ 12.50 $ 0.01 $(0.05) $ (0.04) $ -- $ -- $ -- $ 12.46 (0.32)%
10/31/98.... 12.46 (0.01) (0.01) (0.02) -- (0.22) (0.22) 12.22 (0.09)
10/31/99.... 12.22 (0.03) 2.12 2.09 -- (0.05) (0.05) 14.26 17.15

<CAPTION>
CLASS B
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/19/96-
10/31/97.... 12.50 (0.09) (0.03) (0.12) -- -- -- 12.38 (0.96)
10/31/98.... 12.38 (0.09) -- (0.09) -- (0.22) (0.22) 12.07 (0.67)
10/31/99.... 12.07 (0.12) 2.08 1.96 -- (0.05) (0.05) 13.98 16.29
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3/06/97-
10/31/97.... 12.60 (0.07) (0.15) (0.22) -- -- -- 12.38 (1.75)
10/31/98.... 12.38 (0.09) -- (0.09) -- (0.22) (0.22) 12.07 (0.67)
10/31/99.... 12.07 (0.13) 2.10 1.97 -- (0.05) (0.05) 13.99 16.37

<CAPTION>
RATIO OF NET
INVESTMENT
NET ASSETS RATIO OF INCOME
END OF EXPENSES (LOSS) TO
PERIOD PERIOD TO AVERAGE AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS(4) NET ASSETS(4) TURNOVER
- ------------ ---------- ---------- ------------ ---------
Class A
-------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.... $ 24,365 2.10%(3) 0.07%(3) 70%
10/31/98.... 28,418 2.03 (0.11) 114
10/31/99.... 29,324 2.03 (0.23) 102

<CAPTION>
Class B
--------
<S> <C> <C> <C> <C>
11/19/96-
10/31/97.... 42,656 2.72(3) (0.69)(3) 70
10/31/98.... 47,817 2.68 (0.74) 114
10/31/99.... 47,342 2.68 (0.92) 102

<CAPTION>
Class II
--------
<S> <C> <C> <C> <C>
3/06/97-
10/31/97.... 4,459 2.70(3) (0.75)(3) 70
10/31/98.... 7,982 2.68 (0.71) 114
10/31/99.... 11,709 2.68 (0.95) 102
</TABLE>

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98 10/31/99
-------- -------- --------
<S> <C> <C> <C>
International Equity A....................... 0.37% 0.45% 0.25%
International Equity B....................... 0.45% 0.48% 0.24%
International Equity II...................... 0.87% 0.55% 0.33%
</TABLE>

- ----------------
24

<PAGE>

- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

SELECTING A SHARE CLASS

Each Portfolio offers three classes of shares through this Prospectus: Class A,
Class B and Class II shares.

Each class of shares has its own cost structure, so you can choose the one best
suited to your investment needs. Your broker or financial advisor can help you
determine which class is right for you.

CLASS A

[logo] Front-end sales charges, as described below. There are several ways to
reduce these charges, also described below.

[logo] Lower annual expenses than Class B or Class II shares.

CLASS B

[logo] No front-end sales charge; all your money goes to work for you right
away.

[logo] Higher annual expenses than Class A shares.

[logo] Deferred sales charge on shares you sell within six years of purchase,
described below.

[logo] Automatic conversion to Class A shares approximately one year after
such time
that no CDSC would be payable upon redemption, as described below, thus
reducing future annual expenses.

CLASS II

[logo] Front-end sales charge, as described below.

[logo] Higher annual expenses than Class A shares.

[logo] Deferred sales charge on shares you sell within eighteen months of
purchase, as described below.

[logo] No conversion to Class A.

CALCULATION OF SALES CHARGES

CLASS A. Sales Charges are as follows:

<TABLE>
<CAPTION>
Sales Charge Concession to Dealers
-----------------------------------------------------
% OF % OF NET % OF
OFFERING AMOUNT OFFERING
YOUR INVESTMENT PRICE INVESTED PRICE
- ------------- -----------------------------------------------------
<S> <C> <C> <C>
Less than $50,000............................. 5.75% 6.10% 5.00%
$50,000 but less than $100,000................ 4.75% 4.99% 4.00%
$100,000 but less than $250,000............... 3.75% 3.90% 3.00%
$250,000 but less than $500,000............... 3.00% 3.09% 2.25%
$500,000 but less than $1,000,000............. 2.10% 2.15% 1.35%
$1,000,000 or more............................ None None 1.00%
</TABLE>

INVESTMENTS OF $1 MILLION OR MORE: Class A shares are available with no
front-end sales charge. However, there is a 1% CDSC on any shares you sell
within one year of purchase and a 0.50% CDSC is charged on shares you sell after
the first year and within the second year after purchase.

CLASS B. Shares are offered at their net asset value per share, without any
initial sales charge. However, there is a CDSC on shares you sell within six
years of buying them. The longer the time between the purchase and the sale of
shares, the lower the rate of the CDSC:

Class B deferred charges:

<TABLE>
<S> <C>
Years after purchase CDSC on shares being sold
1st or 2nd year.......................... 4.00%
3rd or 4th year.......................... 3.00%
5th year................................. 2.00%
6th year................................. 1.00%
7th year and thereafter.................. None
</TABLE>

CLASS II. Sales Charges are as follows:

<TABLE>
<CAPTION>
Sales Charge Concession to Dealers
-----------------------------------------------------
% OF % OF NET % OF
OFFERING AMOUNT OFFERING
PRICE INVESTED PRICE
<S> <C> <C> <C>
1.00% 1.01% 1.00%
</TABLE>

There is also a CDSC of 1% on shares you sell within 18 months after you buy
them.

DETERMINATION OF CDSC: Each CDSC is based on the original purchase cost or the
current market value of the shares being sold, whichever is less. There is no
CDSC on shares you purchase through reinvestment of dividends. To keep your
CDSC as low as possible, each time you place a request to sell shares we will
first sell any shares in your account that are not subject to a CDSC. If there
are not enough of these shares available, we will sell shares that have the
lowest CDSC.

For purposes of the CDSC, we count all purchases you make during a calendar
month as having been made on the FIRST day of that month.

------------
25

<PAGE>

- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGE REDUCTIONS AND WAIVERS

WAIVERS FOR CERTAIN INVESTORS. Various individuals and institutions may purchase
CLASS A shares without front-end sales charges, including:

[logo] financial planners, institutions, broker-dealer representatives or
registered investment advisers utilizing Fund shares in fee-based
investment products under an agreement with the Distributor (this
waiver may also apply to front-end sales charges of Class II shares)

[logo] participants in certain retirement plans that meet applicable
conditions, as described in the Statement of Additional Information

[logo] Fund Directors and other individuals who are affiliated with any
Portfolio or other SunAmerica Mutual Funds and their families

[logo] selling brokers and their employees and sales representatives and their
families

[logo] participants in "Net Asset Value Transfer Program"

We will generally waive the CDSC for CLASS B or CLASS II shares in the following
cases:

[logo] within one year of the shareholder's death or becoming disabled

[logo] taxable distributions or loans to participants made by qualified
retirement plans or retirement accounts (not including rollovers) for
which SunAmerica Fund Services, Inc. serves as a fiduciary

[logo] Fund Directors and other individuals who are affiliated with any
Portfolio or other SunAmerica Mutual Funds and their families

[logo] to make payments through the Systematic Withdrawal Plan (subject
to certain conditions)

[logo] participants in "Net Asset Value Transfer Program"

REDUCING YOUR CLASS A SALES CHARGES. There are several special purchase plans
that allow you to combine multiple purchases of Class A shares of SunAmerica
Mutual Funds to take advantage of the breakpoints in the sales charge schedule.
For information about the "Rights of Accumulation," "Letter of Intent,"
"Combined Purchase Privilege," and "Reduced Sales Charges for Group Purchases,"
contact your broker or financial advisor, or consult the Statement of Additional
Information.

To utilize: if you think you may be eligible for a sales charge reduction or
CDSC waiver, contact your broker or financial advisor.

REINSTATEMENT PRIVILEGE. If you sell shares of a Portfolio, you may invest some
or all of the proceeds in the same share class of the same Portfolio within one
year without a sales charge. If you paid a CDSC when you sold your shares, we
will credit your account with the dollar amount of the CDSC at the time of sale.
This may impact the amount of gain or loss recognized on the previous sale, for
tax purposes. All accounts involved must be registered in the same name(s).

DISTRIBUTION AND SERVICE (12B-1) FEES

Each class of shares of each Portfolio has its own 12b-1 plan that provides for
distribution and account maintenance and service fees (payable to the
Distributor) based on a percentage of average daily net assets, as follows:

<TABLE>
<CAPTION>
ACCOUNT MAINTENANCE AND
CLASS DISTRIBUTION FEE SERVICE FEE
<S> <C> <C>
A 0.10% 0.25%
B 0.75% 0.25%
II 0.75% 0.25%
</TABLE>

Because 12b-1 fees are paid out of the Portfolio's assets on an ongoing basis,
over time these fees will increase the cost of your investment and may cost you
more than paying other types of sales charges.

OPENING AN ACCOUNT

1. Read this prospectus carefully.

2. Determine how much you want to invest. The minimum initial investments for
the Portfolios are as follows:

[logo] non-retirement account: $500

[logo] retirement account: $250

[logo] dollar cost averaging: $500 to open; you must invest at least $25 a
month

The minimum subsequent investments for the Portfolios are as follows:

[logo] non-retirement account: $100

[logo] retirement account: $25

3. Complete the appropriate parts of the Account Application, carefully
following the instructions. If you have questions, please contact your
broker or financial advisor or call Shareholder/Dealer Services at
1-800-858-8850.

4. Complete the appropriate parts of the Supplemental Account Application. By
applying for additional investor services now, you can avoid the delay and
inconvenience of having to submit an additional application if you want to
add services later.

5. Make your initial investment using the chart on the next page. You can
initiate any purchase, exchange or sale of shares through your broker or
financial advisor.

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

BUYING SHARES
OPENING AN ACCOUNT

BY CHECK
...............................................................................

[logo] Make out a check for the investment amount, payable to the
specific Portfolio or SunAmerica Funds.

[logo] Deliver the check and your completed Account Application (and
Supplemental Account Application, if applicable) to your broker or
financial advisor, or mail them to:

SunAmerica Fund Services, Inc.
Mutual Fund Operations, 3rd Floor
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204

[logo] All purchases must be in U.S. dollars. Cash will not be accepted. A
$25.00 fee will be charged for all checks returned due to insufficient
funds.

ADDING TO AN ACCOUNT
...............................................................................

[logo] Make out a check for the investment amount payable to the specific
Portfolio or SunAmerica Funds.

[logo] Include the stub from your Fund statement or a note specifying the
Portfolio name, your share class, your account number and the name(s)
in which the account is registered.

[logo] Indicate the Portfolio and account number in the memo section of your
check.

[logo] Deliver the check and your stub or note to your broker or financial
advisor, or mail them to:

NON-RETIREMENT ACCOUNTS:
SunAmerica Fund Services, Inc.
c/o NFDS
P.O. Box 419373
Kansas City, Missouri 64141-6373

RETIREMENT ACCOUNTS:
SunAmerica Fund Services, Inc.
Mutual Fund Operations, 3rd Floor
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204

BY WIRE
...............................................................................

[logo] Deliver your completed application to your broker or financial advisor
or fax it to SunAmerica Fund Services, Inc. at 212-551-5585.

[logo] Obtain your account number by referring to your statement or by calling
your broker or financial advisor or Shareholder/Dealer Services at
1-800-858-8850, ext. 5125.

[logo] Instruct your bank to wire the amount of your investment to:

State Street Bank & Trust Company
Boston, MA
ABA #0110-00028
DDA # 99029712

Specify the Portfolio name, your choice of share class, your new
Portfolio number and account number and the name(s) in which the
account is registered. Your bank may charge a fee to wire funds.

ADDING TO AN ACCOUNT
...............................................................................

[logo] Instruct your bank to wire the amount of your investment to:

State Street Bank & Trust Company
Boston, MA
ABA #0110-00028
DDA # 99029712

Specify the Portfolio name, your choice of share class, your new
Portfolio number and account number and the name(s) in which the
account is registered. Your bank may charge a fee to wire funds.

To open or add to an account using dollar cost averaging, see "Additional
Investor Services"

---------------
27
<PAGE>

- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

SELLING SHARES

HOW

THROUGH YOUR BROKER OR FINANCIAL ADVISER
...............................................................................

[logo] Accounts of any type.

[logo] Sales of any amount.

REQUIREMENTS
...............................................................................

[logo] Call your broker or financial advisor to place your order to sell
shares.

BY MAIL
...............................................................................

[logo] Accounts of any type.

[logo] Include all signatures and any additional documents that may be
required (see next page).

[logo] Mail the materials to:

SunAmerica Fund Services, Inc.
Mutual Fund Operations, 3rd Floor
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204

REQUIREMENTS
...............................................................................

[logo] Write a letter of instruction indicating the Portfolio name, your share
class, your account number, the name(s) in which the account is
registered and the dollar value or number of shares you wish to sell.

[logo] Sales of $100,000 or more require the letter of instruction to have a
signature guarantee.

[logo] A check will normally be mailed on the next business day to the name(s)
and address in which the account is registered, or otherwise according
to your letter of instruction.

BY PHONE
...............................................................................

[logo] Most accounts.

[logo] Sales of less than $100,000.

REQUIREMENTS
...............................................................................

[LOGO] Call Shareholder/Dealer Services at 1-800-858-8850, extension 5125
between 8:30 a.m. and 7:00 p.m. (Eastern time) on most business days.
State the Portfolio name, the name of the person requesting the
redemption, your share class, your account number, the name(s) in which
the account is registered and the dollar value or number of shares you
wish to sell.

[LOGO] A check will be mailed to the name(s) and address in which the account
is registered, or to a different address indicated in a written
authorization previously provided to the Portfolio by the
shareholder(s) on the account.

BY WIRE
...............................................................................

[LOGO] Request by mail to sell any amount (accounts of any type).

[LOGO] Request by phone to sell less than $100,000.

REQUIREMENTS
...............................................................................

[LOGO] Proceeds will normally be wired on the next business day. A $15 fee
will be deducted from your account.

To sell shares through a systematic withdrawal plan, see "Additional Investor
Services."

- ----------------
28
<PAGE>

- --------------------------------------------------------------------------------

SELLING SHARES IN WRITING. In certain circumstances, you will need to make your
request to sell shares in writing. Corporations, executors, administrators,
trustees or guardians may need to include additional items with a request to
sell shares. You may also need to include a signature guarantee, which protects
you against fraudulent orders. You will need a signature guarantee if:

[logo] your address of record has changed within the past 30 days

[logo] you are selling more than $100,000 worth of shares

[logo] you are requesting payment other than by a check mailed to the
address of record and payable to the registered owner(s)

You can generally obtain a signature guarantee from the following sources:

[logo] a broker or securities dealer

[logo] a federal savings, cooperative or other type of bank

[logo] a savings and loan or other thrift institution

[logo] a credit union

[logo] a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.

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.

BUY AND SELL PRICES. When you buy shares, you pay the NAV plus any applicable
sales charges, as described earlier. When you sell shares, you receive the NAV
minus any applicable CDSCs.

EXECUTION OF REQUESTS. Each Portfolio is open on those days when the New York
Stock Exchange is open for regular trading. We execute buy and sell requests at
the next NAV to be calculated after the Fund receives your request in good
order. If the Fund or the Distributor receives your order before the Portfolio's
close of business (generally 4:00 p.m., Eastern time), you will receive that
day's closing price. If the Fund or the Distributor receives your order after
that time, you will receive the next business day's closing price. If you place
your order through a broker or financial advisor, you should make sure the order
is transmitted to the Portfolio before its close of business. The Fund and the
Distributor reserve the right to reject any order to buy shares.

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 this 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.

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. The Fund may delay or cause to be delayed the
mailing of a redemption check until such time as good payment (e.g., cash or
certified check drawn on a United States bank) has been collected for the
purchase of such shares, which will not exceed 15 days.

TELEPHONE TRANSACTIONS. For your protection, telephone requests are recorded in
order to verify their accuracy. In addition, Shareholder/Dealer Services will
take measures to verify the identity of the caller, such as asking for name,
account number, social security or other taxpayer ID number and other relevant
information. If appropriate measures are not taken, the Fund is responsible for
any losses that may occur to any account due to an unauthorized telephone call.
Also for your protection, telephone transactions are not permitted on accounts
whose names or addresses have changed within the past 30 days. At times of peak
activity, it may be difficult to place requests by phone. During these times,
consider sending your request in writing.

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

- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

EXCHANGES. You may exchange shares of a Portfolio for shares of the same class
of any other fund distributed by SunAmerica Capital Services, Inc. Before making
an exchange, you should review a copy of the prospectus of the fund into which
you would like to exchange. All exchanges are subject to applicable minimum
investment requirements. A Systematic Exchange Program is described under
"Additional Investor Services."

If you exchange shares that were purchased subject to a CDSC, the CDSC will
continue to apply following the exchange. In determining the CDSC applicable to
shares being sold after an exchange, we will take into account the length of
time you held those shares prior to the exchange. Your CDSC schedule will not
change if you exchange Class C or Class II shares that you purchased prior to
December 1, 1998 for another Portfolio or fund's Class II shares (which
currently have a longer CDSC schedule).

To protect the interests of other shareholders, we may cancel the exchange
privileges of any investors that, in the opinion of the Fund, are using market
timing strategies or making excessive exchanges. A Portfolio may change or
cancel its exchange privilege at any time, upon 60 days' written notice to its
shareholders. A Portfolio may also refuse any exchange order.

CERTIFICATED SHARES. Most shares are electronically recorded. If you wish to
have certificates for your shares, please call Shareholder/Dealer Services at
1-800-858-8850, extension 5125 for further information. You may sell or exchange
certificated shares only by returning the certificates to the Portfolios, along
with a letter of instruction and a signature guarantee. The Portfolios do not
issue certificates for fractional shares.

MULTI-PARTY CHECKS. The Fund may agree to accept a "multi-party check" in
payment for Fund shares. This is a check made payable to the investor by another
party and then endorsed over to the Fund by the investor. If you use a
multi-party check to purchase shares, you may experience processing delays. In
addition, the Fund is not responsible for verifying the authenticity of any
endorsement and assumes no liability for any losses resulting from a fraudulent
endorsement.

ADDITIONAL INVESTOR SERVICES

To select one or more of these additional services, complete the relevant
part(s) of the Supplemental Account Application. To add a service to an existing
account, contact your broker or financial advisor, or call Shareholder/Dealer
Services at 1-800-858-8850, extension 5125.

DOLLAR COST AVERAGING lets you make regular investments from your bank account
to any fund of your choice distributed by SunAmerica Capital Services, Inc. You
determine the frequency and amount of your investments, and you can terminate
your participation at any time.

SYSTEMATIC WITHDRAWAL PLAN may be used for routine bill payment or periodic
withdrawals from your account. To use:

[logo] Make sure you have at least $5,000 worth of shares in your account.

[logo] Make sure you are not planning to invest more money in this account
(buying shares during a period when you are also selling shares of the
same fund is not advantageous to you, because of sales charges).

[logo] Specify the payee(s) and amount(s). The payee may be yourself or any
other party, and there is no limit to the number of payees you may
have, as long as they are all on the same payment schedule. Each
withdrawal must be at least $50.

[logo] Determine the schedule: monthly, quarterly, semi-annually, annually or
in certain selected months.

[logo] Make sure your dividends and capital gains are being reinvested.

You cannot elect the systematic withdrawal plan if you have requested
certificates for your shares.

SYSTEMATIC EXCHANGE PROGRAM may be used to exchange shares of a Portfolio
periodically for the same class of shares of one or more other funds distributed
by SunAmerica Capital Services, Inc. To use:

[logo] Specify the SunAmerica Mutual Fund(s) from which you would like
money withdrawn and into which you would like money invested.

[logo] Determine the schedule: monthly, quarterly, semi-annually, annually
or in certain selected months.

[logo] Specify the amount(s). Each exchange must be worth at least $25.

[logo] Accounts must be registered identically; otherwise a signature
guarantee will be required.

ASSET PROTECTION PLAN (OPTIONAL). Anchor National Life Insurance Company offers
an Asset Protection Plan to certain investors in the Fund. The benefits of this
optional coverage payable at death will be related to the amounts paid to
purchase Fund shares and to the value of the Fund shares held for the benefit of
the insured persons. However, to the extent the purchased shares are redeemed
prior to death, coverage with respect to these shares will terminate.

Purchasers of the Asset Protection Plan are required to authorize periodic
redemptions of Fund shares to pay the premiums for this coverage. These
redemptions will not be subject to CDSCs, but will have the same tax
consequences as any other Fund redemptions.

- ----------------
30
<PAGE>

- --------------------------------------------------------------------------------

coverage is not available with respect to shares purchased for a retirement
account. Other restrictions on the coverage apply. This coverage may not be
available in all states and may be subject to additional restrictions or
limitations. Purchasers of shares should also make themselves familiar with the
impact on the Asset Protection Plan coverage of purchasing additional shares,
reinvestment of dividends and capital gains distributions and redemptions.

Anchor National is a SunAmerica company.

Please call 1-800-858-8850 for more information, including the cost of the Asset
Protection Plan option.

RETIREMENT PLANS. SunAmerica Mutual Funds offer a range of qualified retirement
plans, including IRAs, Simple IRAs, Roth IRAs, SEPs, SARSEPs, 401(k) plans,
403(b) plans and other pension and profit-sharing plans. Using these plans, you
can invest in any SunAmerica Mutual Fund with a low minimum investment of $250
or, for some group plans, no minimum investment at all. To find out more, call
Retirement Plans at 1-800-858-8850, extension 5134.

DIVIDEND, DISTRIBUTION AND ACCOUNT POLICIES

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

[logo] after every transaction that affects your account balance (except a
dividend reinvestment or automatic purchase from your bank account)

[logo] after any changes of name or address of the registered owner(s)

[logo] 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, if any, 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 fund distributed by SunAmerica Capital Services, Inc. or paid
in cash (if more than $10). 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, extension 5125 to change dividend and distribution payment
options.

TAXABILITY OF DIVIDENDS. As long as a Portfolio meets the requirements for being
a tax-qualified regulated investment company, which each Portfolio has in the
past and intends to in the future, it pays no federal income tax on the earnings
it distributes to shareholders.

Consequently, dividends you receive from a Portfolio, whether reinvested or
taken as cash, are generally considered taxable. Dividends out of ordinary
income and short-term capital gains are taxed as ordinary income. Distributions
of a Portfolio's long-term capital gains are taxable as capital gains,
regardless of how long you have held the Portfolio's shares; dividends from
other sources are generally taxable as ordinary income.

Some dividends paid in January may be taxable as if they had been paid the
previous December. Corporations may be entitled to take a dividends-received
deduction for a portion of certain dividends they receive.

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category, although you should verify your tax liability with
your tax professional.

"BUYING INTO A DIVIDEND." You should note that if you purchase shares just
before a distribution, you will be taxed for that distribution like other
shareholders, even though that distribution represents simply a return of part
of your investment. You may wish to defer your purchase until after the record
date for the distribution, so as to avoid this tax impact.

TAXABILITY OF TRANSACTIONS. Any time you sell or exchange shares, it is
considered a taxable event for you. Depending on the purchase price and the sale
price of the shares you sell or exchange, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transactions. If you hold Class B shares, you will not have a taxable event when
they convert into Class A shares.

OTHER TAX CONSIDERATIONS. If you are not a lawful permanent resident or a
citizen of the U.S. or if you are a foreign entity, ordinary income dividends
paid to you (which include distributions of net short-term capital gains) will
generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate
applies.

By law, each Portfolio must withhold 31% of your distributions and proceeds if
you have not provided a taxpayer identification number or social security
number.

This section summarizes some of the consequences under current federal tax law
of an investment in a Portfolio. It is not a substitute for professional tax
advice. Consult your tax advisor about the potential tax consequences of an
investment in a Portfolio under all applicable laws.

SMALL ACCOUNTS. If you draw down an account so that its total value is less than
$500 ($250 for retirement plan accounts), you may be asked to purchase more
shares within 60 days. If you do not take action, the Fund may close out your
account and mail you the proceeds. Alternatively, you may be charged a $2.00
monthly charge to maintain your account. Your account will not be closed if its
drop in value is due to Portfolio performance or the effects of sales charges.

-----------------
31

<PAGE>

- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LARGE-CAP MID-CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
<S> <C> <C>

What is the Portfolio's investment Long-term growth of capital Long-term growth of capital
goal?

- --------------------------------------------------------------------------------------------------

What investment strategies does the growth growth
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? large-cap companies that mid-cap companies that offer
offer the potential for the potential for long-term
long-term growth of capital growth of capital

- --------------------------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------------------------

In what type of securities may the o Short-term investments o Short-term investments
Portfolio normally invest as part of (up to 25%) (up to 25%)
efficient portfolio management o Defensive instruments o Defensive instruments
or for return enhancement purposes? o Options and futures o Options and futures
o Special situations o Special situations

- --------------------------------------------------------------------------------------------------

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

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.
Following this chart is a glossary that further describes the investment and
risk terminology used in the chart. Please review the glossary in conjunction
with this chart.

- ----------------
32
<PAGE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AGGRESSIVE LARGE-CAP
GROWTH VALUE
PORTFOLIO PORTFOLIO
<S> <S> <C>

What is the Portfolio's investment Long-term growth of capital Long-term growth of capital
goal?
----------------------------------------------------------------

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

----------------------------------------------------------------

Whar 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 offer
companies that offer the the potential for long-term
potential for long-term growth growth of capital
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 other types of securities o Short-term investments o Short-term investments
Portfolio normally invest as part of o Defensive instruments o Defensive instruments
efficient portfolio management o Options and futures o Options and futures
or for return enhancment purposes? o Special situations o Special situations

----------------------------------------------------------------

What risks normally may affecr the o Stock market volatility o Stock market volatility
Portfolio? o Securities selection o Securities selection
o Small market capitalization o Foreign exposure
o Foreign exposure o Derivatives
o Derivatives o Hedging
o Hedging o Non-diversification
o Non-diversification

<CAPTION>
SMALL-CAP
VALUE VALUE
PORTFOLIO PORTFOLIO
<S> <C> <C>

What is the Portfolio's investment Long-term growth of capital Long-term growth of capital
goal?
---------------------------------------------------------------

What investment strategies does value value
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? large-cap and mid-cap small-cap companies that offer
companies that offer the the potential for long-term
potential for long-term growth growth of capital
of capital

---------------------------------------------------------------

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

In what other types of securitie o Short-term investments o Short-term investments
Portfolio normally invest as par o Defensive instruments o Defensive instruments
efficient portfolio management o Options and futures o Options and futures
or for return enhancment purposes? o Special situations o Special situations

---------------------------------------------------------------

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

---------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------
33
<PAGE>

<TABLE>
<CAPTION>
FOCUSED GROWTH
AND INCOME FOCUS
PORTFOLIO PORTFOLIO

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

- --------------------------------------------------------------------------------------------------------

What investment strategies does the focus, growth and value focus and growth
Fund use to implement its principal
investment strategies?

- --------------------------------------------------------------------------------------------------------

What are the Fund's principal active trading of large-cap active trading of equity
investment techniques? companies that offer the securities, without regard to
potential for long-term growth market capitalization
of capital and reasonable level
of current income

- --------------------------------------------------------------------------------------------------------

What other types of securities may o Foreign securities o Foreign securities
the Fund significantly invest?

- --------------------------------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------------------------------

What risks normally may affect the o Stock market volatility o Stock market volatility
Fund? o Securities selection o Securities selection
o Foreign exposure o Foreign exposure
o Derivatives o Derivatives
o Hedging o Hedging
o Non-diversification o Non-diversification

- --------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------
34
<PAGE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOCUSED VALUE
PORTFOLIO
<S> <C>
- --------------------------------------------------------------------------

What is the Fund's investment goal? Long-term growth of capital and
reasonable level of current
income

- --------------------------------------------------------------------------

What investment strategies does the focus and value
Fund use to implement its principal
investment strategies?

- --------------------------------------------------------------------------

What are the Fund's principal active trading of equity
investment techniques? securities that the Advisers
believe are undervalued in the
market, without regard to market
capitalization

- --------------------------------------------------------------------------

What other types of securities may o Foreign securities
the Fund significantly invest?

- --------------------------------------------------------------------------

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

- --------------------------------------------------------------------------

What risks normally may affect the o Stock market volatility
Fund? o Securities selection
o Foreign exposure
o Derivatives
o Hedging
o Non-diversification

- --------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL
EQUITY
PORTFOLIO

<S> <C>
What is the Fund's investment goal? LONG-TERM GROWTH OF CAPITAL

- ------------------------------------------------------------------------------------------

What investment strategies does the international
Fund use to implement its principal
investment strategies?

- ------------------------------------------------------------------------------------------

What are the Fund's principal active trading of foreign securities that
investment techniques? offer the potential for long-term growth
of capital

- ------------------------------------------------------------------------------------------

What other types of securities may o Foreign investment companies
the Fund significantly invest?

- ------------------------------------------------------------------------------------------

What risks normally may affect the o foreign exposure
Fund? o small market capitalization
o derivatives
o hedging
o emerging markets

- ------------------------------------------------------------------------------------------
</TABLE>

----------------
35

<PAGE>

GLOSSARY 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 between $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.

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
financial instruments.

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.

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.

- ----------------
36

<PAGE>

- --------------------------------------------------------------------------------

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.

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.

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.

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 or exchange rates. 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.

-----------------
37
<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 an 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, 1999, 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 Equity Funds, SunAmerica Income Funds,
SunAmerica Money Market Funds, Inc., SunAmerica Series Trust and SunAmerica
Strategic Investment Series, Inc.

DISTRIBUTOR. SunAmerica Capital Services, Inc. distributes each Portfolio's
shares. The Distributor, a SunAmerica company, receives the initial and deferred
sales charges, all or a portion of which may be re-allowed to other
broker-dealers. In addition, the Distributor receives fees under each
Portfolio's 12b-1 plans.

The Distributor, at its expense, may from time to time provide additional
compensation to broker-dealers (including in some instances, affiliates of the
Distributor) in connection with sales of shares of a Portfolio. This
compensation may include (i) full re-allowance of the front-end sales charge on
Class A shares; (ii) additional compensation with respect to the sale of Class
A, Class B or Class II shares; or (iii) financial assistance to broker-dealers
in connection with conferences, sales or training programs for their employees,
seminars for the public, advertising campaigns regarding one or more of the
Portfolios, and/or other broker-dealer sponsored special events. In some
instances, this compensation will be made available only to certain broker-
dealers whose representatives have sold a significant number of shares of the
Portfolio. Compensation may also include payment for travel expenses, including
lodging, incurred in connection with trips taken by invited registered
representatives for meetings or seminars of a business nature. In addition, the
following types of non-cash compensation may be offered through sales contests:
(i) travel mileage on major air carriers; (ii) tickets for entertainment events
(such as concerts or sporting events); or (iii) merchandise (such as clothing,
trophies, clocks, pens or other electronic equipment). Broker-dealers may not
use sales of the Portfolios' shares to qualify for this compensation to the
extent receipt of such compensation may be prohibited by applicable law or the
rules of any self-regulatory agency, such as the National Association of
Securities Dealers, Inc. Dealers who receive bonuses or other incentives may be
deemed to be underwriters under the Securities Act of 1933.

ADMINISTRATOR. SunAmerica Fund Services, Inc. assists the Portfolios' transfer
agent in providing shareholder services. The Administrator, a SunAmerica
company, is paid a monthly fee by each Fund for its services at the annual rate
of .22% of average daily net assets. This fee represents the full cost of
providing shareholder and transfer agency services to the Fund.

SunAmerica, the Distributor and Administrator are all located in The SunAmerica
Center, 733 Third Avenue, New York, New York 10017.

YEAR 2000. The Fund's management has recognized the importance of the Year 2000
("Y2K") Issue and since 1998 has designated it as a top priority to which
management has committed significant resources. The Fund made a successful
transition into the new millenium without any Y2K related problems. The Fund's
management will continue to monitor the Y2K Issue and although there can be no
assurances that the Fund or the companies in which the Fund invests will avoid
being negatively impacted, we do not anticipate that the Fund will experience
any material negative impact as a result of the Y2K Issue.

- ----------------
38
<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

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

STYLE-BASED PORTFOLIOS

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

<S> <C>
Large-Cap Growth Portfolio Janus Capital Corporation ("Janus")
Jennison Associates LLC ("Jennison")
Montag & Caldwell, Inc. ("Montag & Caldwell")

Mid-Cap Growth Portfolio Miller Anderson & Sherrerd, LLP ("MAS")
T. Rowe Price Associates, Inc. ("T. Rowe Price")
SunAmerica

Aggressive Growth Portfolio Janus
SunAmerica
Credit Suisse Asset Management, LLC ("CSAM")

Large-Cap Value Portfolio Davis Selected Advisers, L.P. ("Davis")
Thornburg Investment Management, Inc. ("Thornburg")
Wellington Management Company, LLP ("Wellington Management")

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

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

STYLIZED PORTFOLIOS

<TABLE>
<S> <C>
Focus Portfolio Fred Alger Management, Inc. ("Alger"),
Jennison
Marsico Capital Management, LLC ("Marsico")

Focused Growth and Income SunAmerica
Portfolio Marsico

Focused Value Portfolio American Century
Third Avenue
Thornburg

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

DESCRIPTION OF THE ADVISERS

AMERICAN CENTURY INVESTMENT MANAGEMENT, 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.

-----------------
39
<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

BERGER LLC. Berger is a Nevada limited liability company, 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. As of December 31, 1999, Berger
had assets under management of approximately $7.2 billion.

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 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706. As of March 31,
1998, 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.

JENNISON ASSOCIATES LLC. Jennison is a Delaware limited liability company
located at 466 Lexington Avenue, New York, NY 10017. As of December 31, 1999,
Jennison had approximately $59.1 billion in assets under management for
institutional and mutual fund clients.

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.

MARSICO CAPITAL MANAGEMENT, LLC. Marsico is a Colorado limited liability company
located at 1200 17th Street, Suite 1300, Denver, CO 80202. As of January 31,
1999, Marsico had approximately $4.75 billion in assets under management.

MILLER ANDERSON & SHERRERD, LLP. MAS, a Pennsylvania limited liability
partnership founded in 1969, is located at One Tower Bridge, West Conshohocken,
Pennsylvania 19428. MAS provides investment services to employee benefit plans,
endowment funds, foundations and other institutional investors. As of
December 31, 1999, MAS had in excess of $66.6 billion in assets under
management.

MONTAG & CALDWELL, INC. Montag & Caldwell is a Georgia corporation located at
3455 Peachtree Road, Suite 1200, Atlanta, Georgia 30326-1022. Montag & Caldwell
was founded in 1945 and serves as investment adviser to employee benefit,
endowment, charitable and other institutional clients, as well as high net worth
individuals. As of December 31, 1999, Montag & Caldwell had in excess of
$35 billion in assets under management.

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 722, 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.

- ----------------
40

<PAGE>

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.

SUNAMERICA ASSET MANAGEMENT CORP. see page 38.

T. ROWE PRICE ASSOCIATES, INC. T. Rowe Price is a Maryland corporation located
at 100 East Pratt Street, Baltimore, Maryland 21202. Founded in 1937, T. Rowe
Price and its affiliates managed over $179 billion for over six million
individual and institutional investor accounts as of December 31, 1999.

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. As of December 31, 1999,
Wellington Management had investment management authority with respect to over
$235 billion of assets.

-----------------
41

<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
STYLE-BASED PORTFOLIOS

NAME, TITLE AND AFFILIATION OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ----------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
Large-Cap Growth Portfolio Marc Pinto Mr. Pinto has been a Vice President and
Portfolio Manager and Vice President of Portfolio Manager of Janus since 1997.
Portfolio Management (Janus) He joined Janus in 1994. From 1993 to
1994, he was Co-President of Creative
Retail Technology, a producer of
hardware for retail clients. From 1991
to 1993, Mr. Pinto was an equity analyst
at Priority Investments Ltd., a family
owned business.

Spiros "Sig" Segalas Mr. Segalas is a founding member of
Portfolio Manager (Jennison) Jennison, which was established in 1969,
and he has been a Director and Equity
Portfolio Manager ever since. In
addition, Mr. Segalas has served as
President and Chief Investment Officer
of Jennison since 1993 and 1973,
respectively.

Ronald E. Canakaris Mr. Canakaris has been in the money
(Investment Management Team) management business since 1968 and has
President and Chief Investment Officer served as President and Chief Investment
(Montag & Caldwell) Officer of Montag & Caldwell since 1984.

Mid-Cap Growth Portfolio Arden C. Armstrong Ms. Armstrong joined MAS as a Portfolio
Portfolio Manager (MAS) Manager in 1986.

Brian W. H. Berghuis Mr. Berghuis joined T. Rowe Price in
(Investment Advisory Committee Chairman) 1985.
Managing Director and Equity Portfolio
Manager (T. Rowe Price)

Marc L. Baylin Mr. Baylin joined T. Rowe Price in 1993.
(Investment Advisory Committee)
Vice President and Investment Analyst
(T. Rowe Price)
</TABLE>

- ----------------
42

<PAGE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ----------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>

Mid-Cap Growth Portfolio James A. C. Kennedy Mr. Kennedy joined T. Rowe Price in
(continued) (Investment Advisory Committee) 1978. He is Chairman of the Equity
Managing Director and Director (T. Rowe Steering Committee and is Director
Price) of the Equity Division. He has
responsibility for the equity trading
department and is Chairman of the
Brokerage Control Committee.

John F. Wakeman Mr. Wakeman joined T. Rowe Price in
(Investment Advisory Committee) 1989.
Vice President and Portfolio Manager (T.
Rowe Price)

Brian Clifford Mr. Clifford joined SunAmerica in
Portfolio Manager February 1998. He currently serves as
(SunAmerica) portfolio manager of the SunAmerica
Growth Opportunities Fund and is a
member of the SunAmerica Large-Cap
Equity Team. Prior to joining
SunAmerica, Mr. Clifford was a portfolio
manager at Morgan Stanley Dean Witter
from April 1995 to February 1998 and a
junior equity analyst and investment
management associate with Dean Witter
Intercapital from October 1994 to April
1995.

Aggressive Growth Portfolio Scott W. Schoelzel Mr. Schoelzel joined Janus Capital in
Executive Vice President and Portfolio January 1994. He has managed the Janus
Manager (Janus) Twenty Fund since August 1997 and the
Janus Aspen Capital Appreciation Fund
since its inception.

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

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

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

-------------------
43
<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

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

Christopher C. Davis Mr. Davis has been a portfolio manager
Portfolio Manager (Davis) with Davis since 1994. He joined Davis
in September 1989 as an assistant
portfolio manager and research analyst.

Kenneth C. Feinberg Mr. Feinberg has been a portfolio
Portfolio Manager (Davis) manager with Davis since 1997. He joined
Davis in December 1994 as a research
analyst.

John R. Ryan Mr. Ryan has been a portfolio manager
Senior Vice President and Managing with Wellington Management since 1981
Partner (Wellington Management) and has held the position of Senior Vice
President of Wellington Management 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 been a
Former Co-Manager (Davis) director of Venture Advisers, Inc.

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

S. Basu Mullick Mr. Mullick has been with Neuberger
Portfolio Manager, Managing Director Berman since 1998. He was a portfolio
(Neuberger Berman) manager with another firm from 1993 to
1998.

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

- ----------------
44
<PAGE>

- --------------------------------------------------------------------------------

Small-Cap Value Portfolio Robert H. Perkins Robert H. Perkins has been an investment
President, Chief Investment Officer and manager since 1970. Mr. Perkins owns 49%
Director (PWM) 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 is the Chief Investment
(Investment Team) Officer of Lazard, responsible for
Chief Investment Officer (Lazard) overall adherence to the firm's
investment principles. He joined the
firm in 1982 and has 38 years of
investment experience.

Eileen D. Alexanderson, CFA (Investment Ms. Alexanderson is a Managing Director
Team) Managing Director, Portfolio of Lazard responsible for U.S./global
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
19 years of investment experience.

Martin J. Whitman Chairman, CEO and Mr. Whitman has been Chief Investment
Portfolio Manager (Third Avenue) Officer of Third Avenue since 1991 and
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 Avenue Small-Cap Value Fund
(Third Avenue) since 1997. Mr. Jensen has been a Senior
Research Analyst at Third Avenue since
1995.
</TABLE>

-----------------
45
<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
STYLIZED PORTFOLIOS

NAME, TITLE AND AFFILIATION OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ----------------------------------- --------------------------------------------- ---------------------------------------------
<S> <C> <C>
Focus Portfolio David D. Alger Mr. Alger joined Alger in 1971 and has been
President and Portfolio President and Director since 1995. Prior to
Manager (Alger) 1995, Mr. Alger was Executive Vice President
and Director of Research with the firm.

Spiros "Sig" Segalas Mr. Segalas is a founding member of Jennison,
Portfolio Manager (Jennison) which was established in 1969, and he has
been a Director and Equity Portfolio Manager
ever since. In addition, Mr. Segalas has
served as President and Chief Investment
Officer of Jennison since 1993 and 1973,
respectively.

Thomas F. Marsico Mr. Marsico has been the Chairman and Chief
Portfolio Manager (Marsico) Executive Officer of Marsico since he formed
Marsico in 1997. From 1988 through 1997,
Mr. Marsico served as the portfolio manager
of the Janus Twenty Fund and from 1991
through 1997, Mr. Marsico served as the
portfolio manager of the Janus Growth &
Income Fund.

Focused Growth and Income Portfolio Thomas F. Marsico See above
Portfolio Manager
(Marsico)

Francis Gannon Mr. Gannon has been a Vice President and
Portfolio Manager (SunAmerica) Portfolio Manager with the firm since 1996.
He joined SunAmerica as an equity analyst in
1993.

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

- ----------------
46
<PAGE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ----------------------------------- --------------------------------------------- ---------------------------------------------
<S> <C> <C>

Focused Value Martin J. Whitman Chairman, CEO and Portfolio Mr. Whitman has been Chief Investment Officer
Portfolio Manager of Third Avenue since 1991 and Chairman and
(continued) (Third Avenue) 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 of
Portfolio Manager Third Avenue Small-Cap Value Fund since 1997.
(Third Avenue) Mr. Jensen has been a Senior Research Analyst
at Third Avenue since 1995.

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

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

-----------------
47
<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

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

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

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

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

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

- ----------------
48

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

-----------------
49
<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 annual 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, extension 5125

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 electronic request at the
following E-mail address: [email protected], or 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.

[logo] SUNAMERICA
MUTUAL FUNDS

SunAmerica
DISTRIBUTOR: Capital Services

INVESTMENT COMPANY ACT
File No. 811-07797

<PAGE>
- --------------------------------------------------------------------------------
FEBRUARY 28, 2000 PROSPECTUS
- --------------------------------------------------------------------------------

SUNAMERICA STYLE SELECT SERIES(R)

o FOCUS PORTFOLIO
o FOCUSED GROWTH AND INCOME PORTFOLIO
o FOCUSED VALUE PORTFOLIO

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 ........................................................ 8

SHAREHOLDER ACCOUNT INFORMATION .............................................10

MORE INFORMATION ABOUT THE PORTFOLIOS .......................................18

INVESTMENT STRATEGIES ...................................................18

GLOSSARY ................................................................20

INVESTMENT TERMINOLOGY .............................................20

RISK TERMINOLOGY ...................................................22

FUND MANAGEMENT ....................................................23

INFORMATION ABOUT ADVISERS ..................................................24

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

Q&A

A FOCUS strategy is one in which an Adviser actively invests in a small number
of holdings which constitute its favorite stock-picking ideas at any given
moment. A focus philosophy reflects the belief that, over time, the performance
of most investment managers' "highest confidence" stocks exceeds that of their
more diversified portfolios. Each FOCUS PORTFOLIO Adviser and FOCUSED VALUE
PORTFOLIO Adviser will invest in ten stocks, while each FOCUSED GROWTH AND
INCOME PORTFOLIO Adviser may invest in up to 30 stocks. Each Adviser may
purchase additional financial instruments for the purposes of cash management or
to hedge a security in the Portfolio.

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 Focus and Focused Growth and
Income Portfolios subscribe--that of investing in securities 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 Focused Value Portfolio subscribes
and the Focused Growth and Income Portfolio partly subscribes--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 that have low price-earnings ratios and may have
generally been overlooked by the market.

MARKET CAPITALIZATION represents the total market value of the outstanding
securities of a corporation. For specific market capitalization ranges, see page
20.

The following questions and answers are designed to give you an overview of
SunAmerica Style Select Series, Inc. (the "Fund"), and to provide you with
information about three 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 18, and the glossary that
follows on page 20.

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

<TABLE>
<CAPTION>
Principal Principal
Investment Investment Investment
Fund Goal Strategy Techniques
- --------------- ------------ ------------- ----------------------------------------------
<S> <C> <C> <C>
FOCUS long-term focus and active trading of equity securities, without
PORTFOLIO growth of growth regard to market capitalization
capital

FOCUSED long-term growth, value active trading of equity securities selected
GROWTH growth of and focus to achieve a blend of growth companies, value
AND capital and companies and companies that the Advisers
INCOME current believe have elements of growth and value
PORTFOLIO income issued by large-cap companies. Each Adviser
may emphasize either a growth orientation or a
value orientation at any particular time.

FOCUSED long-term value and active trading of equity securities selected
VALUED growth of focus on the basis of value criteria, without regard
PORTFOLIO capital to market capitalization
</TABLE>

MARKET CAPITALIZATION RANGES

Each Adviser may purchase additional financial instruments for the purposes of
cash management or to hedge a security in the Portfolio. Companies are
determined to be large-cap companies, mid-cap companies or small-cap companies
based upon the market capitalization range prescribed by the Style Box category
designed by Morningstar, Inc. Morningstar, Inc. may change the Style Box market
capitalization range over time as market conditions and broad market valuations
vary. The Portfolios' market capitalization ranges will change as the
Morningstar categories vary. Currently, the market capitalization ranges are as
follow: $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. Also, the median market capitalization of the companies
within the Portfolio will fall within its applicable range.

ADDITIONAL INFORMATION ABOUT THE SUBADVISERS

The Focused Growth and Income Portfolio has two different professional Advisers,
while the Focus Portfolio and the Focused Value Portfolio provide 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 is the Portfolios' investment manager and 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 the Focused Growth and Income Portfolio and the Focused Value
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.

- -------------------
2
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 18 describes various additional risks.

RISKS OF INVESTING IN EQUITY SECURITIES

Both 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 decline under
varying market conditions--for example, "growth" stocks may perform well
under circumstances in which "value" 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.

RISKS OF INVESTING IN SMALL COMPANIES

Stocks of smaller companies may be more volatile than, and not as readily
marketable as, those of larger companies.

ADDITIONAL PRINCIPAL RISKS

Shares of the Portfolios are not bank deposits and are not guaranteed or
insured by any bank or SunAmerica or SunAmerica's affiliates, 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.

Q: HOW HAVE THE PORTFOLIOS PERFORMED HISTORICALLY?

A: The following Risk/Return Bar Charts and Tables illustrate the risks of
investing in the Focused Growth and Income Portfolio by showing changes in
the Portfolio's 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. Performance information for the Focused Value Portfolio is
not shown because it has not been in operation for a full calendar year.

-------------------
3
<PAGE>
- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

FOCUSED GROWTH AND INCOME PORTFOLIO (CLASS B)

[BAR CHART]

'98 '99
--- ---
12.38% 52.18%

During the period shown in the bar chart, the highest return for a quarter was
45.62% (quarter ended 12/31/99) and the lowest return for a quarter was -13.91%
(quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average Annual Total Returns
(as of the calendar year Past One Return Since
ended December 31, 1999) Year Inception****
<S> <C> <C>
Focused Growth and Income Portfolio* Class A 49.06% 27.34%
Class B 53.18% 28.97%
Class II 54.54% 29.35%
S&P 500 Index** 21.04% 23.27%
Morningstar Large-Cap Blend Category*** 19.47% 18.50%
</TABLE>

* 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.

**** Class A, B and C shares commenced offering on October 15, 1997. On
December 1, 1998, the Class C shares were redesignated Class II shares.

- -------------------
4
<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 A 49.43% 46.79%
Class B 53.63% 49.41%
Class II 55.06% 50.48%
S&P 500 Index** 21.04% 22.22%
Morningstar Large-Cap Growth Category*** 38.63% 36.54%
</TABLE>

* 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 A, B and II shares commenced offering on June 8, 1998.

-------------------
5
<PAGE>
- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

Q: WHAT ARE THE PORTFOLIOS' EXPENSES?

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

<TABLE>
<CAPTION>
Focused Growth and
Focus Portfolio Income Portfolio Focused Value Portfolio
---------------------------- ---------------------------- ----------------------------
Class A Class B Class II Class A Class B Class II Class A Class B Class II
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <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)(1)........................ 5.75% None 1.00% 5.75% None 1.00% 5.75% None 1.00%
Maximum Deferred Sales Charge
(Load) (as a percentage of amount
redeemed)(2)..................... None 4.00% 1.00% None 4.00% 1.00% None 4.00% 1.00%
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends........................ None None None None None None None None None
Redemption Fee(3)................ None None None None None None None None None
Exchange Fee..................... None None None None None None None None None
Maximum Account Fee.............. None None None None None None None None None

Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets)
Management Fees.................. 0.85% 0.85% 0.85% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)..... 0.35% 1.00% 1.00% 0.35% 1.00% 1.00% 0.35% 1.00% 1.00%
Other Expenses................... 0.43% 0.41% 0.42% 0.52% 0.59% 0.75% 0.59% 0.59% 0.59%
---- ---- ---- ---- ---- ---- ---- ---- ----

Total Annual Fund Operating
Expenses......................... 1.63% 2.26% 2.27% 1.87% 2.59% 2.75% 1.94% 2.59% 2.59%
---- ---- ---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ---- ---- ----
Expense Reimbursement............ 0.18% 0.16% 0.17% 0.42% 0.49% 0.65% 0.39% 0.39% 0.39%
---- ---- ---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ---- ---- ----

Net Expenses(5).................. 1.45% 2.10% 2.10% 1.45% 2.10% 2.10% 1.55% 2.20% 2.20%
---- ---- ---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>

(1) The front-end sales charge on Class A shares decreases with the size of the
purchase to 0% for purchases of $1 million or more.

(3) A $15.00 fee may be imposed on wire redemptions.

- -------------------
6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

If you redeemed your investment at the end of the periods indicated:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
FOCUS PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 613 $ 958 $1,329 $ 2,188
(Class II shares)................................... $ 411 $ 751 $1,218 $ 2,507
FOCUSED GROWTH AND INCOME PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 613 $ 958 $1,329 $ 2,188
(Class II shares)................................... $ 411 $ 751 $1,218 $ 2,507
FOCUSED VALUE PORTFOLIO
(Class A shares).................................... $ 724 $1,036 $1,371 $ 2,314
(Class B shares)*................................... $ 623 $ 988 $1,380 $ 2,293
(Class II shares)................................... $ 421 $ 781 $1,268 $ 2,609
</TABLE>

If you did not redeem your shares:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
FOCUS PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 213 $ 658 $1,129 $ 2,188
(Class II shares)................................... $ 311 $ 751 $1,218 $ 2,507
FOCUSED GROWTH AND INCOME PORTFOLIO
(Class A shares).................................... $ 714 $1,007 $1,322 $ 2,210
(Class B shares)*................................... $ 213 $ 658 $1,129 $ 2,188
(Class II shares)................................... $ 311 $ 751 $1,218 $ 2,507
FOCUSED VALUE PORTFOLIO
(Class A shares).................................... $ 724 $1,036 $1,371 $ 2,314
(Class B shares)*................................... $ 223 $ 688 $1,180 $ 2,293
(Class II shares)................................... $ 321 $ 781 $1,268 $ 2,609
</TABLE>

- -------------------------------------

* Class B shares convert to Class A shares approximately seven years after
purchase as described in the section entitled "Shareholder Account
Information" on page 10. Therefore, expense information for years 8, 9 and 10
is the same for both Class A and B shares.

-------------------
7
<PAGE>
- --------------------------------------------------------------------------------
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 the 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
incorporated by reference in the Fund's Statement of Additional Information
(SAI) which is available upon request.

FOCUS PORTFOLIO

CLASS A
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

06/08/98--
10/31/98..... $ 12.50 $ (0.01) $ 0.11 $ 0.10 $ -- $ -- $ -- $ 12.60 0.80%
10/31/99..... 12.60 (0.12) 6.75 6.63 -- -- -- 19.23 52.62

CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

06/08/98--
10/31/98..... 12.50 (0.04) 0.10 0.06 -- -- -- 12.56 0.48
10/31/99..... 12.56 (0.23) 6.72 6.49 -- -- -- 19.05 51.67
<CAPTION>

CLASS II
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

06/08/98--
10/31/98..... 12.50 (0.04) 0.10 0.06 -- -- -- 12.56 0.48
10/31/99..... 12.56 (0.23) 6.72 6.49 -- -- -- 19.05 51.67

CLASS A
-------
<S> <C> <C> <C> <C>
06/08/98--
10/31/98..... $ 29,770 1.45%(3) (0.21)%(3) 106%
10/31/99..... 169,734 1.45 (.70) 161

CLASS B
-------
<S> <C> <C> <C> <C>
06/08/98--
10/31/98..... 45,817 2.10(3) (0.92)(3) 106
10/31/99..... 271,531 2.10 (1.34) 161

CLASS II
--------
<S> <C> <C> <C> <C>
06/08/98--
10/31/98..... 35,387 2.10(3) (0.93)(3) 106
10/31/99..... 261,536 2.10 (1.34) 161
</TABLE>

- ---------

- -------------------
8
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FOCUSED GROWTH AND INCOME PORTFOLIO

CLASS A
-------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/15/97--
10/31/97..... $ 12.50 $ 0.01 $(0.53) $ (0.52) $ -- $ -- $ -- $ 11.98 (4.16)%

10/31/98..... 11.98 0.03 1.04 1.07 (0.01) -- (0.01) 13.04 8.95

10/31/99..... 13.04 (0.04) 4.30 4.26 -- (0.18) (0.18) 17.72 33.10

CLASS B
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

10/15/97--
10/31/97..... 12.50 $ -- (0.54) (0.54) $ -- $ -- $ -- 11.96 (4.32)

10/31/98..... 11.96 (0.07) 1.08 1.01 (0.01) -- (0.01) 12.96 8.43

10/31/99..... 12.96 (0.13) 4.25 4.12 -- (0.18) (0.18) 16.90 32.21

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

10/15/97--
10/31/97..... 12.50 $ -- (0.53) (0.53) $ -- $ -- $ -- 11.97 (4.24)

10/31/98..... 11.97 (0.07) 1.06 0.99 (0.01) -- (0.01) 12.95 8.26

10/31/99..... 12.95 (0.14) 4.26 4.12 -- (0.18) (0.18) 16.89 32.24

CLASS A
-------
<S> <C> <C> <C> <C>
10/15/97--
10/31/97..... $ 23,593 1.78%(3) 1.35%(3) 2%
10/31/98..... 9,799 1.78 0.22 98
10/31/99..... 29,281 1.54 (0.26) 165

<CAPTION>
CLASS B
-------

<S> <C> <C> <C> <C>
10/15/97--
10/31/97..... 941 2.43(3) 0.29(3) 2
10/31/98..... 16,157 2.43 (0.52) 98
10/31/99..... 39,636 2.20 (0.87) 165

<CAPTION>
CLASS C
-------

- ---------

<TABLE>
<CAPTION>
10/31/97 10/31/98
-------- --------
<S> <C> <C>
Focused Growth and Income A.................. 0.58% 0.62%
Focused Growth and Income B.................. 1.26% 0.67%
Focused Growth and Income C.................. 3.12% 2.11%
</TABLE>

-------------------
9
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

SELECTING A SHARE CLASS

Each Portfolio offers three classes of shares through this Prospectus: Class A,
Class B and Class II shares.

Each class of shares has its own cost structure, so you can choose the one best
suited to your investment needs. Your broker or financial advisor can help you
determine which class is right for you.

CLASS A

o Front-end sales charges, as described below. There are several ways to reduce
these charges, also described below.

o Lower annual expenses than Class B or Class II shares.

CLASS B

o No front-end sales charge; all your money goes to work for you right away.

o Higher annual expenses than Class A shares.

o Deferred sales charge on shares you sell within six years of purchase, as
described below.

o Automatic conversion to Class A shares approximately one year after such time
that no CDSC would be payable upon redemption, as described below, thus
reducing future annual expenses.

CLASS II

o Front-end sales charge, as described below.

o Higher annual expenses than Class A shares.

o Deferred sales charge on shares you sell within eighteen months of purchase,
as described below.

o No conversion to Class A.

CALCULATION OF SALES CHARGES

<TABLE>
<CAPTION>
CLASS A. Sales Charges are as follows: Sales Charge Concession to Dealers
-----------------------------------------------------
% OF % OF NET % OF
OFFERING AMOUNT OFFERING
YOUR INVESTMENT PRICE INVESTED PRICE
-----------------------------------------------------
<S> <C> <C> <C>
Less than $50,000............................. 5.75% 6.10% 5.00%
$50,000 but less than $100,000................ 4.75% 4.99% 4.00%
$100,000 but less than $250,000............... 3.75% 3.90% 3.00%
$250,000 but less than $500,000............... 3.00% 3.09% 2.25%
$500,000 but less than $1,000,000............. 2.10% 2.15% 1.35%
$1,000,000 or more............................ None None 1.00%
</TABLE>

INVESTMENTS OF $1 MILLION OR MORE. Class A shares are available with no
front-end sales charge. However, there is a 1% CDSC on any shares you sell
within one year of purchase and a 0.50% CDSC is charged on shares you sell after
the first year and within the second year after purchase.

Class B deferred charges:

Years after purchase CDSC on shares being sold
1st or 2nd year.......................... 4.00%
3rd or 4th year.......................... 3.00%
5th year................................. 2.00%
6th year................................. 1.00%
7th year and thereafter.................. None

<TABLE>
<CAPTION>
CLASS II. Sales Charges are as follows: Sales Charge Concession to Dealers
-----------------------------------------------------
% OF % OF NET % OF
OFFERING AMOUNT OFFERING
PRICE INVESTED PRICE
-----------------------------------------------------
<S> <C> <C> <C>
1.00% 1.01% 1.00%
</TABLE>

There is also a CDSC of 1% on shares you sell within 18 months after you buy
them.

DETERMINATION OF CDSC: Each CDSC is based on the original purchase cost or the
current market value of the shares being sold, whichever is less. There is no
CDSC on shares you purchase through reinvestment of dividends. To keep your CDSC
as low as possible, each time you place a request to sell shares we will first
sell any shares in your account that are not subject to a CDSC. If there are not
enough of these shares available, we will sell shares that have the lowest CDSC.

For purposes of the CDSC, we count all purchases you make during a calendar
month as having been made on the FIRST day of that month.

- -------------------
10

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

SALES CHARGE REDUCTIONS AND WAIVERS

WAIVERS FOR CERTAIN INVESTORS. Various individuals and institutions may purchase
CLASS A shares without front-end sales charges, including:

o financial planners, institutions, broker-dealer representatives or
registered investment advisers utilizing Fund shares in fee-based
investment products under an agreement with the Distributor (this waiver
may also apply to front-end sales charges of Class II shares)

o participants in certain retirement plans that meet applicable
conditions, as described in the Statement of Additional Information

o Fund Directors and other individuals who are affiliated with any
Portfolio or other SunAmerica Mutual Funds and their families

o selling brokers and their employees and sales representatives and their
families

o participants in "Net Asset Value Transfer Program"

We will generally waive the CDSC for CLASS B or CLASS II shares in the following
cases:

o within one year of the shareholder's death or becoming disabled

o taxable distributions or loans to participants made by qualified
retirement plans or retirement accounts (not including rollovers) for
which SunAmerica Fund Services, Inc. serves as a fiduciary

o Fund Directors and other individuals who are affiliated with any
Portfolio or other SunAmerica Mutual Funds and their families

o to make payments through the Systematic Withdrawal Plan (subject to
certain conditions)

o participants in "Net Asset Value Transfer Program"

To utilize: if you think you may be eligible for a sales charge reduction or
CDSC waiver, contact your broker or financial advisor.

REINSTATEMENT PRIVILEGE. If you sell shares of the Portfolio, you may invest
some or all of the proceeds in the same share class of the Portfolio within one
year without a sales charge. If you paid a CDSC when you sold your shares, we
will credit your account with the dollar amount of the CDSC at the time of sale.
This may impact the amount of gain or loss recognized on the previous sale, for
tax purposes. All accounts involved must be registered in the same name(s).

DISTRIBUTION AND SERVICE (12B-1) FEES

Each class of shares of the Portfolio has its own 12b-1 plan that provides for
distribution and account maintenance and service fees (payable to the
Distributor) based on a percentage of average daily net assets, as follows:

<TABLE>
<CAPTION>
ACCOUNT MAINTENANCE AND
CLASS DISTRIBUTION FEE SERVICE FEE
<S> <C> <C>
A 0.10% 0.25%
B 0.75% 0.25%
II 0.75% 0.25%
</TABLE>

OPENING AN ACCOUNT

1. Read this prospectus carefully.

2. Determine how much you want to invest. The minimum initial investments for
the Portfolios are as follows:

o non-retirement account: $500

o retirement account: $250

o dollar cost averaging: $500 to open; you must invest at least $25 a
month

The minimum subsequent investments for the Portfolios are as follows:

o non-retirement account: $100

o retirement account: $25

5. Make your initial investment using the chart on the next page. You can
initiate any purchase, exchange or sale of shares through your broker or
financial advisor.

-------------------
11
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

BUYING SHARES

OPENING AN ACCOUNT

BY CHECK
...............................................................................

o Make out a check for the investment amount, payable to the specific
Portfolio or SunAmerica Funds.

o Deliver the check and your completed Account Application (and
Supplemental Account Application, if applicable) to your broker or
financial advisor, or mail them to:

SunAmerica Fund Services, Inc.
Mutual Fund Operations, 3rd Floor
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204.

o All purchases must be in U.S. dollars. Cash will not be accepted. A
$25.00 fee will be charged for all checks returned due to insufficient
funds.

ADDING TO AN ACCOUNT

o Make out a check for the investment amount payable to the specific
Portfolio or SunAmerica Funds.

o Include the stub from your Fund statement or a note specifying the
Portfolio name, your share class, your account number and the name(s)
in which the account is registered.

o Indicate the Portfolio and account number in the memo section of your
check.

o Deliver the check and your stub or note to your broker or financial
advisor, or mail them to:

NON-RETIREMENT ACCOUNTS:
SunAmerica Fund Services, Inc.
c/o NFDS
P.O. Box 419373
Kansas City, Missouri 64141-6373

RETIREMENT ACCOUNTS:
SunAmerica Fund Services, Inc.
Mutual Fund Operations, 3rd Floor
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204

BY WIRE
...............................................................................

o Deliver your completed application to your broker or financial advisor
or fax it to SunAmerica Fund Services, Inc. at 212-551-5585.

o Obtain your account number by referring to your statement or by calling
your broker or financial advisor or Shareholder/Dealer Services at
1-800-858-8850, ext. 5125.

o Instruct your bank to wire the amount of your investment to:

State Street Bank & Trust Company
Boston, MA
ABA #0110-00028
DDA # 99029712

Specify the Portfolio name, your choice of share class, your new
Portfolio number and account number and the name(s) in which the
account is registered. Your bank may charge a fee to wire funds.

ADDING TO AN ACCOUNT

o Instruct your bank to wire the amount of your investment to:

State Street Bank & Trust Company
Boston, MA
ABA # 110-00028
DDA # 99029712

Specify the Portfolio name, your share class, your Portfolio number,
account number, and the name(s) in which the account is registered.
Your bank may charge a fee to wire funds.

To open or add to an account using dollar cost averaging, see "Additional
Investor Services."

- -------------------
12
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SELLING SHARES

HOW

THROUGH YOUR BROKER OR FINANCIAL ADVISOR
...............................................................................

o Accounts of any type.

o Sales of any amount.

REQUIREMENTS

o Call your broker or financial advisor to place your order to sell
shares.

BY MAIL
...............................................................................

o Accounts of any type.

o Include all signatures and any additional documents that may be
required (see next page).

o Mail the materials to:

SunAmerica Fund Services, Inc.
Mutual Fund Operations, 3rd Floor
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204

REQUIREMENTS

o Write a letter of instruction indicating the Portfolio name, your share
class, your account number, the name(s) in which the account is
registered and the dollar value or number of shares you wish to sell.

o Sales of $100,000 or more require the letter of instruction to have a
signature guarantee.

o A check will normally be mailed on the next business day to the
name(s) and address in which the account is registered, or otherwise
according to your letter of instruction.

BY PHONE
...............................................................................

o Most accounts.

o Sales of less than $100,000.

REQUIREMENTS

o Call Shareholder/Dealer Services at 1-800-858-8850, extension 5125
between 8:30a.m. and 7:00p.m. (Eastern time) on most business days.
State the Portfolio name, the name of the person requesting the
redemption, your share class, your account number, the name(s) in which
the account is registered and the dollar value or number of shares you
wish to sell.

o A check will be mailed to the name(s) and address in which the account
is registered, or to a different address indicated in a written
authorization previously provided to the Portfolio by the
shareholder(s)[nb]on the account.

BY WIRE
...............................................................................

o Request by mail to sell any amount (accounts of any type).

o Request by phone to sell less than $100,000.

REQUIREMENTS

o Proceeds will normally be wired on the next business day. A $15 fee
will be deducted from your account.

To sell shares through a systematic withdrawan plan, see "Additional Investor
Services."

-------------------
13

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

o your address of record has changed within the past 30 days

o you are selling more than $100,000 worth of shares

o you are requesting payment other than by a check mailed to the address
of record and payable to the registered owner(s)

You can generally obtain a signature guarantee from the following sources:

o a broker or securities dealer

o a federal savings, cooperative or other type of bank

o a savings and loan or other thrift institution

o a credit union

o a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.

TRANSACTION POLICIES

BUY AND SELL PRICES. When you buy shares, you pay the NAV plus any applicable
sales charges, as described earlier. When you sell shares, you receive the NAV
minus any applicable CDSCs.

- -------------------
14

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

ADDITIONAL INVESTOR SERVICES

SYSTEMATIC WITHDRAWAL PLAN may be used for routine bill payment or periodic
withdrawals from your account. To use:

o Make sure you have at least $5,000 worth of shares in your account.

o Make sure you are not planning to invest more money in this account
(buying shares during a period when you are also selling shares of the
same fund is not advantageous to you, because of sales charges).

o Specify the payee(s) and amount(s). The payee may be yourself or any
other party, and there is no limit to the number of payees you may
have, as long as they are all on the same payment schedule. Each
withdrawal must be at least $50.

o Determine the schedule: monthly, quarterly, semi-annually, annually or
in certain selected months.

o Make sure your dividends and capital gains are being reinvested.

You cannot elect the systematic withdrawal plan if you have requested
certificates for your shares.

SYSTEMATIC EXCHANGE PROGRAM may be used to exchange shares of a Portfolio
periodically for the same class of shares of one or more other funds distributed
by SunAmerica Capital Services, Inc. To use:

o Specify the SunAmerica Mutual Fund(s) from which you would like money
withdrawn and into which you would like money invested.

o Determine the schedule: monthly, quarterly, semi-annually, annually or
in certain selected months.

o Specify the amount(s). Each exchange must be worth at least $25.

o Accounts must be registered identically; otherwise a signature
guarantee will be required.

-------------------
15
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

The Asset Protection Plan will be available to eligible persons who enroll for
the coverage within a limited time period after shares in any Portfolio are
initially purchased or transferred. In addition, coverage cannot be made
available unless Anchor National knows for whose benefit shares are purchased.
For instance, coverage cannot be made available for shares registered in the
name of your broker unless the broker provides Anchor National with information
regarding the beneficial owners of the shares. In addition, coverage is
available only to shares purchased on behalf of natural persons between 21 and
75 years of age; coverage is not available with respect to shares purchased for
a retirement account. Other restrictions on the coverage apply. This coverage
may not be available in all states and may be subject to additional restrictions
or limitations. Purchasers of shares should also make themselves familiar with
the impact on the Asset Protection Plan coverage of purchasing additional
shares, reinvestment of dividends and capital gains distributions and
redemptions.

Anchor National is a SunAmerica company.

Please call 1-800-858-8850 for more information, including the cost of the Asset
Protection Plan option.

RETIREMENT PLANS. SunAmerica Mutual Funds offer a range of qualified retirement
plans, including IRAs, Simple IRAs, Roth IRAs, SEPs. SARSEPs, 401(k) plans,
403(b) plans and other pension and profit-sharing plans. Using these plans, you
can invest in any SunAmerica Mutual Fund with a low minimum investment of $250
or, for some group plans, no minimum investment at all. To find out more, call
Retirement Plans at 1-800-858-8850, extension 5134.

DIVIDEND, DISTRIBUTION AND ACCOUNT POLICIES

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

o after every transaction that affects your account balance (except a
dividend reinvestment or automatic purchase from your bank account)

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, if any, are paid quarterly by the
Focused Growth and Income Portfolio and annually by the other Portfolios.
Capital gains distributions, if any, are paid 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 or paid in cash (if more than
$10). 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 Form 1099 that is mailed to you every January details your dividends and
their federal tax category, although you should verify your tax liability with
your tax professional.

- -------------------
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

OTHER TAX CONSIDERATIONS. If you are not a lawful permanent resident or a
citizen of the U.S., or if you are a foreign entity, ordinary income dividends
paid to you (which include distributions of net short-term capital gains) will
generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate
applies.

By law, each Portfolio must withhold 31% of your distributions and proceeds if
you have not provided a taxpayer identification number or social security
number.

-------------------
17
<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.
Following this chart is a glossary that further describes the investment and
risk terminology used in the chart. Please review the glossary in conjunction
with this chart.

<TABLE>
<CAPTION>
FOCUS FOCUSED GROWTH AND
PORTFOLIO INCOME PORTFOLIO
<S> <C> <C>

What is the Portfolio's Long-term growth of Long-term growth of
investment goal? capital capital
- ---------------------------------------------------------------------------------------------------

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

What are the Portfolio's principal active trading of equity active trading of large-cap
investment techniques? securities, without regard companies that offer the
to market capitalization potential for long-term growth
of capital and reasonable
level of current income

- ---------------------------------------------------------------------------------------------------

In what other types of securities o Foreign securities o Foreign securities
may the Portfolio significantly
invest?

- ---------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------

What risks normally may affect o Stock market volatility o Stock market volatility
the Portfolio? o Securities selection o Securities selection
o Foreign exposure o Foreign exposure
o Derivatives o Derivatives
o Hedging o Hedging
o Non-diversification o Non-diversification

- ---------------------------------------------------------------------------------------------------
</TABLE>

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

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

FOCUSED VALUE
PORTFOLIO

Long-term growth of capital and
reasonable level of current income

- -------------------------------------------------------------------------------

focus and value

- -------------------------------------------------------------------------------

active trading of equity securities
that the Advisers believe are
undervalued in the market, without
regard to market capitalization

- -------------------------------------------------------------------------------

o Foreign securities

- -------------------------------------------------------------------------------

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

- -------------------------------------------------------------------------------

o Stock market volatility
o Securities selection
o Foreign exposure
o Derivatives
o Hedging
o Non-diversification

- -------------------------------------------------------------------------------

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

GLOSSARY

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 grade" refers to any security rated "BBB" or above by Standard &
Poor's or "Baa" or above by Moody's.

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 markets caps within the Morningstar, Inc.
Mid-Cap category, as described on page 2. Currently this range is between $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.

- -------------------
20

<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 financial instruments.

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.

-------------------
21
<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.

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.

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

<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 an 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, 1999, the
Focused Growth and Income Portfolio and the Focused Value Portfolio each paid
SunAmerica a fee equal to 1.00% of average daily net assets and the Focus
Portfolio paid a fee equal to 0.85% of average daily net assets.

-------------------
23
<PAGE>
- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

The Advisers and Portfolio Managers for the Portfolios are described below:

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

<S> <C>
Focus Portfolio Fred Alger Management, Inc. ("Alger")
Jennison Associates LLC ("Jennison")
Marsico Capital Management, LLC ("Marsico")

Focused Growth and Income
Portfolio SunAmerica
Marsico

Focused Value Portfolio American Century Investment Management, Inc. ("American
Century")

ESQF Advisers, Inc. (investment adviser to the Third Avenue
Funds and referred to as "Third Avenue")

Thornburg Investment Management, Inc. ("Thornburg")
</TABLE>

DESCRIPTION OF THE ADVISERS

MARSICO CAPITAL MANAGEMENT, LLC. Marsico is a Colorado limited liability company
located at 1200 17th Street, Suite 1300, Denver, CO 80202. As of December 31,
1999, Marsico had approximately $14 billion in assets under management.

SUNAMERICA ASSET MANAGEMENT CORP. See page 23.

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

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION
PORTFOLIO OF PORTFOLIO MANAGER EXPERIENCE
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Focus Portfolio David D. Alger Mr. Alger joined Alger in
President and Portfolio 1971 and has been President
Manager (Alger) and Director since 1995.
Prior to 1995, Mr. Alger was
Executive Vice President and
Director of Research with the
firm.

Spiros "Sig" Segalas Mr. Segalas is a founding
Portfolio Manager member of Jennison, which was
(Jennison) established in 1969, and he
has been a Director and
Equity Portfolio Manager ever
since. In addition,
Mr. Segalas has served as
President and Chief
Investment Officer of
Jennison since 1993 and 1973,
respectively.

Thomas F. Marsico Mr. Marsico has been the
Portfolio Manager Chairman and Chief Executive
(Marsico) Officer of Marsico since he
formed Marsico in 1997. From
1988 through 1997, Mr. Marsico
served as the portfolio manager
of the Janus Twenty Fund and
from 1991 through 1997,
Mr. Marsico served as the
portfolio manager of the
Janus Growth & Income Fund.

Focused Growth and Income Thomas F. Marsico See above
Portfolio Portfolio Manager
(Marsico)

Francis Gannon Mr. Gannon has been a Vice
Portfolio Manager President and Portfolio
(SunAmerica) Manager with the firm since
1996. He joined SunAmerica as
an equity analyst in 1993.

Focused Value Scott A. Moore Mr. Moore has been a member
Portfolio 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.
</TABLE>

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

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION
PORTFOLIO OF PORTFOLIO MANAGER EXPERIENCE
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Focused Value Phil Davidson Mr. Davidson is a Vice
Portfolio Vice President and Portfolio President and Portfolio
(continued) Manager (American Century) Manager and has been with
American Century since 1993.

Martin J. Whitman Chairman, Mr. Whitman has been Chief
CEO and Portfolio Manager Investment Officer of Third
(Third Avenue) Avenue since 1991 and
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.

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

DISTRIBUTOR SunAmerica Capital Services, Inc. distributes each Portfolio's
shares. The Distributor, a SunAmerica company, receives the initial and deferred
sales charges, all or a portion of which may be re-allowed to other
broker-dealers. In addition, the Distributor receives fees under each
Portfolio's 12b-1 plans.

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

ADMINISTRATOR SunAmerica Fund Services, Inc. assists the Portfolios' transfer
agent in providing shareholder services. The Administrator, a SunAmerica
company, is paid a monthly fee by each Fund for its services at the annual rate
of .22% of average daily net assets. This fee represents the full cost of
providing shareholder and transfer agency services to the Fund.

SunAmerica, the Distributor and Administrator are all located in The SunAmerica
Center, 733 Third Avenue, New York, New York 10017.

-------------------
27
<PAGE>
- --------------------------------------------------------------------------------
FOR MORE INFORMATION
- --------------------------------------------------------------------------------

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

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, extension 5125

by calling your broker or financial advisor.

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

DISTRIBUTOR: SunAmerica Capital Services

INVESTMENT COMPANY ACT
File No. 811-07797
<PAGE>

SUNAMERICA STYLE SELECT SERIES, INC.
Statement of Additional Information
dated February 28, 2000

The SunAmerica Center General Marketing and
733 Third Avenue Shareholder Information
New York, NY 10017-3204 (800) 858-8850

SunAmerica Style Select Series, Inc. (the "Fund") is a mutual fund
consisting of ten different investment portfolios: the Large-Cap Growth
Portfolio, the Mid-Cap Growth Portfolio, the Aggressive Growth Portfolio, the
Large-Cap Value Portfolio, the Value Portfolio, the Small-Cap Value Portfolio,
the Focus Portfolio, the Focused Growth and Income Portfolio, the Focused Value
Portfolio and the International Equity Portfolio (each, a "Portfolio"). Each
Portfolio is managed by SunAmerica Asset Management Corp. ("SunAmerica"). With
the exception of the Focused Growth and Income and International Equity
Portfolios, each of which has two investment advisers (each, an "Adviser"), the
assets of each Portfolio are normally allocated among at least three Advisers,
each of which is independently responsible for advising its respective portion
of the Portfolio's assets. The Advisers may include SunAmerica, and otherwise
will consist of professional investment advisers selected by SunAmerica subject
to the review and approval of the Fund's Board of Directors. In choosing
Advisers, SunAmerica will seek to obtain, within each Portfolio's overall
objective, a distinct investment style.

This Statement of Additional Information is not a Prospectus, but
should be read in conjunction with the Fund's Prospectus dated February 28,
2000. To obtain a Prospectus free of charge, please call the Fund at (800)
858-8850. Each Prospectus is incorporated by reference into this Statement of
Additional Information and this Statement of Additional Information is
incorporated by reference into the Prospectus. Capitalized terms used herein but
not defined have the meanings assigned to them in the Prospectus.

TABLE OF CONTENTS
Page
The Fund..................................................................B-3
Investment Objectives and Policies........................................B-3
Investment Restrictions..................................................B-38
Directors and Officers...................................................B-39
Advisers, Distributor and Administrator..................................B-44
Portfolio Transactions and Brokerage.....................................B-53
Additional Information Regarding Purchase of Shares......................B-57
Additional Information Regarding Redemption of Shares....................B-67
Exchange Privilege.......................................................B-67
Determination of Net Asset Value.........................................B-68
Performance Data.........................................................B-69
Dividends, Distributions And Taxes.......................................B-75
Retirement Plans.........................................................B-80
Description of Shares....................................................B-81
Additional Information...................................................B-84
Financial Statements.....................................................B-92
Appendix...........................................................Appendix-1

<PAGE>

No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
Statement of Additional Information or in the Prospectus, and, if given or made,
such other information or representations must not be relied upon as having been
authorized by the Fund, SunAmerica, any Adviser or SunAmerica Capital Services
(the "Distributor"). This Statement of Additional Information and the Prospectus
do not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction in which such an offer to sell
or solicitation of an offer to buy may not lawfully be made.

B-2
<PAGE>

THE FUND

The Fund, organized as a Maryland corporation on July 3, 1996, is a
non-diversified, open- end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund consists
of nine Portfolios; each offers Class A, Class B and Class II shares. Class A
and Class B shares of the Mid-Cap Growth Portfolio, Aggressive Growth Portfolio,
the Value Portfolio and the International Equity Portfolio commenced offering on
November 19, 1996. Class C of those Portfolios commenced offering March 6, 1997.
Class A, Class B and Class C shares of the Large-Cap Growth Portfolio, the
Large-Cap Blend Portfolio, the Large-Cap Value Portfolio and Small-Cap Value
Portfolio commenced offering October 15, 1997. On March 31, 1998, the Directors
approved the creation of the Focus Portfolio, which commenced offering on June
1, 1998. On December 1, 1998, Class C shares of each of the Portfolios except
Focus Portfolio were redesignated as Class II shares. The Aggressive Growth
Portfolio, Large-Cap Value Portfolio, Value Portfolio, Small-Cap Value
Portfolio, Focus Portfolio and International Equity Portfolio each also offers
Class Z shares. The Class Z shares of the Aggressive Growth Portfolio, Large-Cap
Value Portfolio, Value Portfolio, Small-Cap Value Portfolio and International
Equity Portfolio commenced offering on April 1, 1998. The Class Z shares of the
Focus Portfolio commenced offering on April 1, 1999. On April 1, 1999, the
Large-Cap Blend Portfolio changed its name to the Focused Growth and Income
Portfolio.

On October 19, 1999, the Directors approved the creation of the Focused
Value Portfolio, which commenced offering on November 1, 1999.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective and policies of each of the Portfolios are
described in the Fund's Prospectus. Certain types of securities in which the
Portfolios may invest and certain investment practices the Portfolios may
employ, which are described under "More Information about the Portfolios -
Investment Strategies" in the Prospectus, are discussed more fully below. Unless
otherwise specified, each Portfolio may invest in the following securities. The
stated percentage limitations are applied to an investment at the time of
purchase unless indicated otherwise.

Warrants and Rights. A Portfolio may invest in warrants, which give the
holder of the warrant a right to purchase a given number of shares of a
particular issue at a specified price until expiration. Such investments
generally can provide a greater potential for profit or loss than investments of
equivalent amounts in the underlying common stock. The prices of warrants do not
necessarily move with the prices of the underlying securities. If the holder
does not sell the warrant, he risks the loss of his entire investment if the
market price of the underlying stock does not, before the expiration date,
exceed the exercise price of the warrant plus the cost thereof. Investment in
warrants is a speculative activity. Warrants pay no dividends and confer no
rights (other than the right to purchase the underlying stock) with respect to
the assets of the issuer. Rights represent a preemptive right of stockholders to
purchase additional shares of a stock at the time of a new issuance before the
stock is offered to the general public, allowing the stockholder to retain the
same ownership percentage after the new stock offering.

Convertible Securities and Preferred Stocks. Convertible securities may
be debt securities or preferred stock with a conversion feature. Traditionally,
convertible securities have paid

B-3
<PAGE>

dividends or interest at rates higher than common stocks but lower than
non-convertible securities. They generally participate in the appreciation or
depreciation of the underlying stock into which they are convertible, but to a
lesser degree. In recent years, convertibles have been developed that combine
higher or lower current income with options and other features. Generally,
preferred stock has a specified dividend and ranks after bonds and before common
stocks in its claim on income for dividend payments and on assets should the
company be liquidated. While most preferred stocks pay a dividend, a Portfolio
may purchase preferred stock where the issuer has omitted, or is in danger of
omitting, payment of its dividend. Such investments would be made primarily for
their capital appreciation potential.

Investment in Small, Unseasoned Companies. As described in the
Prospectus, each Portfolio may invest in the securities of Small-Cap companies .
While such companies may realize more substantial growth than larger, more
established companies, they may also be subject to some additional risks. It may
be difficult to obtain reliable information and financial data on such companies
and the securities of these small companies may not be readily marketable,
making it difficult to dispose of shares when desirable. A risk of investing in
smaller, emerging companies is that they often are at an earlier stage of
development and therefore have limited product lines, market access for such
products, financial resources and depth in management as compared to larger,
more established companies, and their securities may be subject to more abrupt
or erratic market movements than securities of larger, more established
companies or the market averages in general. In addition, certain smaller
issuers may face difficulties in obtaining the capital necessary to continue in
operation and may go into bankruptcy, which could result in a complete loss of
an investment. Smaller companies also may be less significant factors within
their industries and may have difficulty withstanding competition from larger
companies. If other investment companies and investors who invest in such
issuers trade the same securities when a Portfolio attempts to dispose of its
holdings, the Portfolio may receive lower prices than might otherwise be
obtained.

Mid-Cap Companies may also suffer more significant losses as well as
realize more substantial growth than larger, more established issuers. Thus,
investments in such companies tend to be more volatile and somewhat speculative.

Foreign Securities. Investments in foreign securities offer potential
benefits not available from investments solely in securities of domestic issuers
by offering the opportunity to invest in foreign issuers that appear to offer
growth potential, or in foreign countries with economic policies or business
cycles different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign stock markets that do not move in a manner
parallel to U.S. markets.

Each Portfolio may invest in securities of foreign issuers in the form
of American Depositary Receipts (ADRs). Each Portfolio except the Focus
Portfolio may also invest in securities of foreign issuers in the form of
European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) or other
similar securities convertible into securities of foreign issuers. The Focus
Portfolio may invest in U.S. dollar denominated securities of foreign companies.
ADRs are securities, typically issued by a U.S. financial institution, that
evidence ownership interests in a security or a pool of securities issued by a
foreign issuer and deposited with the depository. ADRs may be sponsored or
unsponsored. A sponsored ADR is issued by a depository that has an exclusive
relationship with the

B-4
<PAGE>

issuer of the underlying security. An unsponsored ADR may be issued by any
number of U.S. depositories. Holders of unsponsored ADRs generally bear all the
costs associated with establishing the unsponsored ADR. The depository of an
unsponsored ADR is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through to the holders of the
unsponsored ADR voting rights with respect to the deposited securities or pool
of securities. A Portfolio may invest in either type of ADR. Although the U.S.
investor holds a substitute receipt of ownership rather than direct stock
certificates, the use of the depository receipts in the United States can reduce
costs and delays as well as potential currency exchange and other difficulties.
The Portfolio may purchase securities in local markets and direct delivery of
these ordinary shares to the local depository of an ADR agent bank in the
foreign country. Simultaneously, the ADR agents create a certificate that
settles at the Fund's custodian in three days. The Portfolio may also execute
trades on the U.S. markets using existing ADRs. A foreign issuer of the security
underlying an ADR is generally not subject to the same reporting requirements in
the United States as a domestic issuer. Accordingly, the information available
to a U.S. investor will be limited to the information the foreign issuer is
required to disclose in its own country and the market value of an ADR may not
reflect undisclosed material information concerning the issuer of the underlying
security. For purposes of a Portfolio's investment policies, the Portfolio's
investments in these types of securities will be deemed to be investments in the
underlying securities. Generally ADRs, in registered form, are dollar
denominated securities designed for use in the U.S. securities markets, which
represent and may be converted into the underlying foreign security. EDRs, in
bearer form, are designed for use in the European securities markets. Each
Portfolio except the Focus Portfolio also may invest in securities denominated
in European Currency Units (ECUs). An ECU is a "basket" consisting of specified
amounts of currencies of certain of the twelve member states of the European
Community. In addition, each Portfolio may invest in securities denominated in
other currency "baskets."

Investments in foreign securities, including securities of emerging
market countries, present special additional investment risks and considerations
not typically associated with investments in domestic securities, including
reduction of income by foreign taxes; fluctuation in value of foreign portfolio
investments due to changes in currency rates and control regulations (e.g.,
currency blockage); transaction charges for currency exchange; lack of public
information about foreign issuers; lack of uniform accounting, auditing and
financial reporting standards comparable to those applicable to domestic
issuers; less volume on foreign exchanges than on U.S. exchanges; greater
volatility and less liquidity on foreign markets than in the U.S.; less
regulation of foreign issuers, stock exchanges and brokers than the U.S.;
greater difficulties in commencing lawsuits; higher brokerage commission rates
and custodian fees than the U.S.; increased possibilities in some countries of
expropriation, confiscatory taxation, political, financial or social instability
or adverse diplomatic developments; the imposition of foreign taxes on
investment income derived from such countries; and differences (which may be
favorable or unfavorable) between the U.S. economy and foreign economies.

The performance of investments in securities denominated in a foreign
currency ("non-dollar securities") will depend on, among other things, the
strength of the foreign currency against the dollar and the interest rate
environment in the country issuing the foreign currency. Absent other events
that could otherwise affect the value of non-dollar securities (such as a change
in the political climate or an issuer's credit quality), appreciation in the
value of the foreign currency generally can be expected to increase the value of
a Portfolio's non-dollar securities in terms of U.S. dollars. A rise in foreign
interest rates or decline in the value of foreign currencies relative to the
U.S. dollar

B-5
<PAGE>

generally can be expected to depress the value of the Portfolio's non-dollar
securities. Currencies are evaluated on the basis of fundamental economic
criteria (e.g., relative inflation levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data.

Because the Portfolios may invest in securities that are listed
primarily on foreign exchanges that trade on weekends or other days when the
Fund does not price its shares, the value of the Portfolios' shares may change
on days when a shareholder will not be able to purchase or redeem shares.

Foreign Investment Companies. Each Portfolio except the Focus Portfolio
and the Focused Value Portfolio may invest in domestic closed-end investment
companies that invest in certain foreign markets, including developing countries
or emerging markets. The Large-Cap Growth, Aggressive Growth and International
Equity Portfolios may invest also in foreign investment companies that invest in
such markets. Some of the countries in which the Portfolios invest may not
permit direct investment by foreign investors such as the Portfolios.
Investments in such countries may be permitted only through foreign
government-approved or authorized investment vehicles, which may include other
investment companies. In addition, it may be less expensive and more expedient
for the Portfolios to invest in investment companies in a country that permits
direct foreign investment. Investing through such vehicles may involve frequent
or layered fees or expenses and may also be subject to limitation under the 1940
Act. Under the 1940 Act, a fund may invest up to 10% of its assets in shares of
other investment companies and up to 5% of its assets in any one investment
company as long as the investment does not represent more than 3% of the voting
stock of the acquired investment company. The Portfolios will not invest in such
investment companies unless, in the judgment of the Advisers, the potential
benefits of such investments justify the payment of any associated fees and
expenses.

The Large-Cap Growth Portfolio, Aggressive Growth Portfolio and
International Equity Portfolio may invest in Passive Foreign Investment
Companies ("PFICs"), which are any foreign corporations that generate certain
amounts of passive income or hold certain amounts of assets for the production
of passive income. Passive income includes dividends, interest, royalties, rents
and annuities. To the extent that a Portfolio invests in PFICs, income tax
regulations may require the Portfolio to elect to recognize income associated
with the PFIC prior to the actual receipt of any such income in order to avoid
adverse tax consequences.

Fixed Income Securities. Fixed income securities are broadly
characterized as those that provide for periodic payments to the holder of the
security at a stated rate. Most fixed income securities, such as bonds,
represent indebtedness of the issuer and provide for repayment of principal at a
stated time in the future. Others do not provide for repayment of a principal
amount, although they may represent a priority over common stockholders in the
event of the issuer's liquidation. Many fixed income securities are subject to
scheduled retirement, or may be retired or "called" by the issuer prior to their
maturity dates. The interest rate on certain fixed income securities, known as
"variable rate obligations," is determined by reference to or is a percentage of
an objective standard, such as a bank's prime rate, the 90-day Treasury bill
rate, or the rate of return on commercial paper or bank certificates of deposit,
and is periodically adjusted. Certain variable rate obligations may have a
demand feature entitling the holder to resell the securities at a predetermined
amount. The interest

B-6
<PAGE>

rate on certain fixed income securities, called "floating rate instruments,"
changes whenever there is a change in a designated base rate.

The market values of fixed income securities tend to vary inversely
with the level of interest rates -- when interest rates rise, their values will
tend to decline; when interest rates decline, their values generally will tend
to rise. The potential for capital appreciation with respect to variable rate
obligations or floating rate instruments will be less than with respect to
fixed-rate obligations. Long-term instruments are generally more sensitive to
these changes than short-term instruments. The market value of fixed income
securities and therefore their yield are also affected by the perceived ability
of the issuer to make timely payments of principal and interest.

The Large-Cap Growth Portfolio, Mid-Cap Growth Portfolio and Aggressive
Growth Portfolio may invest in debt securities that the Advisers expect have the
potential for capital appreciation and which are rated as low as "BBB" by
Standard & Poor's Corporation, a division of the McGraw-Hill Companies
("Standard & Poor's"), or "Baa" by Moody's Investors Service, Inc. ("Moody's")
or, if unrated, determined by the Adviser to be of equivalent quality. The
Large-Cap Growth Portfolio and the Aggressive Growth Portfolio may also invest
in debt securities rated below "BBB" or "Baa" or unrated securities of
comparable quality (junk bonds).

The Focused Growth and Income Portfolio may invest up to 35% of its
total assets in securities of issuers other than Large-Cap Companies, which may
include debt securities that the Advisers expect to have the potential for
capital appreciation, including debt securities rated below "BBB" by Standard &
Poor's, or "Baa" by Moody's, or, if unrated, determined by the Advisers to be of
equivalent quality (junk bonds).

The Large-Cap Value Portfolio, Value Portfolio and Small-Cap Value
Portfolio may invest in debt securities that the Advisers expect to have the
potential for capital appreciation and which are rated as low as "BBB" by
Standard & Poor's, or "Baa" by Moody's, or, if unrated, determined by the
Advisers to be of equivalent quality. The Value Portfolio and Small Cap Value
Portfolio may also invest in debt securities rated below "BBB" or "Baa" or
unrated securities of comparable quality (junk bonds).

The International Portfolio may invest up to 35% of its total assets in
debt securities that the Advisers expect have the potential for capital
appreciation. The Portfolio may invest in such debt securities rated below
investment grade, that is below "BBB" by Standard & Poor's, or below "Baa" by
Moody's or, if unrated, determined by the Advisers to be of equivalent quality
(junk bonds).

The Focus Portfolio currently invests only in corporate bonds or notes
of issuers having outstanding short-term securities rated in the top two rating
categories by Standard & Poor's and Moody's or in instruments issued, guaranteed
or insured by the U.S. government, its agencies or instrumentalities.

Corporate Debt Instruments. These instruments, such as bonds, represent
the obligation of the issuer to repay a principal amount of indebtedness at a
stated time in the future and, in the usual case, to make periodic interim
payments of interest at a stated rate. The Focus Portfolio may purchase
corporate obligations that mature or that may be redeemed in one year or less.
These obligations originally may have been issued with maturities in excess of
one year.

B-7
<PAGE>

Investment Grade. A designation applied to intermediate and long-term
corporate debt securities rated within the highest four rating categories
assigned by Standard & Poor's (AAA, AA, A or BBB) or by Moody's (Aaa, Aa, A or
Baa), or, if unrated, considered by the Adviser to be of comparable quality. The
ability of the issuer of an investment grade debt security to pay interest and
to repay principal is considered to vary from extremely strong (for the highest
ratings) through adequate (for the lowest ratings given above), although the
lower-rated investment grade securities may be viewed as having speculative
elements as well.

U.S. Government Securities. A Portfolio may invest in U.S. Treasury
securities, including bills, notes, bonds and other debt securities issued by
the U.S. Treasury. These instruments are direct obligations of the U.S.
government and, as such, are backed by the "full faith and credit" of the United
States. They differ primarily in their interest rates, the lengths of their
maturities and the dates of their issuances. For these securities, the payment
of principal and interest is unconditionally guaranteed by the U.S. government.
They are of the highest possible credit quality. These securities are subject to
variations in market value due to fluctuations in interest rates, but if held to
maturity, are guaranteed by the U.S. government to be paid in full.

A Portfolio may also invest in securities issued by agencies of the
U.S. government or instrumentalities of the U.S. government. These obligations,
including those guaranteed by federal agencies or instrumentalities, may or may
not be backed by the "full faith and credit" of the United States. Obligations
of the Government National Mortgage Association ("GNMA"), the Farmers Home
Administration ("FMHA") and the Export-Import Bank are backed by the full faith
and credit of the United States.

Each Portfolio may also invest in securities issued by U.S. government
instrumentalities and certain federal agencies that are neither direct
obligations of, nor are they guaranteed by, the U.S. Treasury. However, they
involve federal sponsorship in one way or another. For example, some are backed
by specific types of collateral; some are supported by the issuer's right to
borrow from the Treasury; some are supported by the discretionary authority of
the Treasury to purchase certain obligations of the issuer; and others are
supported only by the credit of the issuing government agency or
instrumentality. These agencies and instrumentalities include, but are not
limited to, the Federal National Mortgage Association ("FNMA"), the Federal Home
Loan Mortgage Corporation ("FHLMC"), Federal Land Banks, Central Bank for
Cooperatives, Federal Intermediate Credit Banks and Federal Home Loan Banks. In
the case of securities not backed by the full faith and credit of the U.S.
government, a Portfolio must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment and may not be able to assert
a claim against the U.S. government if the agency or instrumentality does not
meet its commitments.

A Portfolio may, in addition to the U.S. government securities noted
above, invest in mortgage-backed securities (including private mortgage-backed
securities), such as GNMA, FNMA or FHLMC certificates (as further discussed
below), which represent an undivided ownership interest in a pool of mortgages.
The mortgages backing these securities include conventional thirty-year
fixed-rate mortgages, fifteen-year fixed-rate mortgages, graduated payment
mortgages and adjustable rate mortgages. The U.S. government or the issuing
agency guarantees the payment of interest and principal of these securities.
However, the guarantees do not extend to the securities' yield or value, which
are likely to vary inversely with fluctuations in interest rates. These
certificates are in most cases pass-through instruments, through which the
holder receives a share of all interest and

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principal payments, including prepayments, on the mortgages underlying the
certificate, net of certain fees.

The yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the average life of a particular issue of pass-through certificates.
Mortgage-backed securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the pass-through of
prepayments of principal on the underlying mortgage obligations. Thus, the
actual life of any particular pool will be shortened by any unscheduled or early
payments of principal and interest. Principal prepayments generally result from
the sale of the underlying property or the refinancing or foreclosure of
underlying mortgages. The occurrence of prepayments is affected by a wide range
of economic, demographic and social factors and, accordingly, it is not possible
to predict accurately the average life of a particular pool. Yield on such pools
is usually computed by using the historical record of prepayments for that pool,
or, in the case of newly-issued mortgages, the prepayment history of similar
pools. The actual prepayment experience of a pool of mortgage loans may cause
the yield realized by the Portfolio to differ from the yield calculated on the
basis of the expected average life of the pool.

Prepayments tend to increase during periods of falling interest rates,
while during periods of rising interest rates prepayments will most likely
decline. When prevailing interest rates rise, the value of a pass-through
security may decrease as does the value of other debt securities, but, when
prevailing interest rates decline, the value of a pass-through security is not
likely to rise on a comparable basis with other debt securities because of the
prepayment feature of pass-through securities. The reinvestment of scheduled
principal payments and unscheduled prepayments that the Portfolio receives may
occur at higher or lower rates than the original investment, thus affecting the
yield of the Portfolio. Monthly interest payments received by the Portfolio have
a compounding effect, which may increase the yield to shareholders more than
debt obligations that pay interest semi-annually. Because of those factors,
mortgage-backed securities may be less effective than U.S. Treasury bonds of
similar maturity at maintaining yields during periods of declining interest
rates. Accelerated prepayments adversely affect yields for pass-through
securities purchased at a premium (i.e., at a price in excess of principal
amount) and may involve additional risk of loss of principal because the premium
may not have been fully amortized at the time the obligation is repaid. The
opposite is true for pass-through securities purchased at a discount. A
Portfolio may purchase mortgage-backed securities at a premium or at a discount.

The following is a description of GNMA, FNMA and FHLMC certificates,
the most widely available mortgage-backed securities:

GNMA Certificates. GNMA Certificates are mortgage-backed securities
that evidence an undivided interest in a pool or pools of mortgages. GNMA
Certificates that a Portfolio may purchase are the modified pass-through type,
which entitle the holder to receive timely payment of all interest and principal
payments due on the mortgage pool, net of fees paid to the issuer and GNMA,
regardless of whether or not the mortgagor actually makes the payment.

GNMA guarantees the timely payment of principal and interest on
securities backed by a pool of mortgages insured by the Federal Housing
Administration or the FMHA, or guaranteed by the

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Veterans Administration. The GNMA guarantee is authorized by the National
Housing Act and is backed by the full faith and credit of the United States. The
GNMA is also empowered to borrow without limitation from the U.S. Treasury if
necessary to make any payments required under its guarantee.

The average life of a GNMA Certificate is likely to be substantially
shorter than the original maturity of the mortgages underlying the securities.
Prepayments of principal by mortgagors and mortgage foreclosure will usually
result in the return of the greater part of principal investment long before the
maturity of the mortgages in the pool. Foreclosures impose no risk to principal
investment because of the GNMA guarantee, except to the extent that a Portfolio
has purchased the certificates at a premium in the secondary market.

FHLMC Certificates. FHLMC issues two types of mortgage pass-through
securities: mortgage participation certificates ("PCs") and guaranteed mortgage
certificates ("GMCs") (collectively, "FHLMC Certificates"). PCs resemble GNMA
Certificates in that each PC represents a pro rata share of all interest and
principal payments made and owed on the underlying pool. The FHLMC guarantees
timely monthly payment of interest (and, under certain circumstances, principal)
of PCs and the ultimate payment of principal.

GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semi-annually and return principal once
a year in guaranteed minimum payments. The expected average life of these
securities is approximately ten years. The FHLMC guarantee is not backed by the
full faith and credit of the U.S. government.

FNMA Certificates. FNMA issues guaranteed mortgage pass-through
certificates ("FNMA Certificates"). FNMA Certificates represent a pro rata share
of all interest and principal payments made and owed on the underlying pool.
FNMA guarantees timely payment of interest and principal on FNMA Certificates.
The FNMA guarantee is not backed by the full faith and credit of the U.S.
government.

Conventional mortgage pass-through securities ("Conventional Mortgage
Pass-Throughs") represent participation interests in pools of mortgage loans
that are issued by trusts formed by originators of the institutional investors
in mortgage loans (or represent custodial arrangements administered by such
institutions). These originators and institutions include commercial banks,
savings and loans associations, credit unions, savings banks, insurance
companies, investment banks or special purpose subsidiaries of the foregoing.
For federal income tax purposes, such trusts are generally treated as grantor
trusts or real estate mortgage investment conduits ("REMICs") and, in either
case, are generally not subject to any significant amount of federal income tax
at the entity level.

The mortgage pools underlying Conventional Mortgage Pass-Throughs
consist of conventional mortgage loans evidenced by promissory notes secured by
first mortgages or first deeds of trust or other similar security instruments
creating a first lien on residential or mixed residential and commercial
properties. Conventional Mortgage Pass-Throughs (whether fixed or adjustable
rate) provide for monthly payments that are a "pass-through" of the monthly
interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans, net of any fees or other
amount paid to any guarantor, administrator and/or servicer of the

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underlying mortgage loans. A trust fund with respect to which a REMIC election
has been made may include regular interests in other REMICs, which in turn will
ultimately evidence interests in mortgage loans.

Conventional mortgage pools generally offer a higher rate of interest
than government and government-related pools because of the absence of any
direct or indirect government or agency payment guarantees. However, timely
payment of interest and principal of mortgage loans in these pools may be
supported by various forms of insurance or guarantees, including individual
loans, title, pool and hazard insurance and letters of credit. The insurance and
guarantees may be issued by private insurers and mortgage poolers. Although the
market for such securities is becoming increasingly liquid, mortgage-related
securities issued by private organizations may not be readily marketable.

Another type of mortgage-backed security in which each Portfolio may
invest is a collateralized mortgage obligation ("CMO"). CMOs are fully
collateralized bonds that are the general obligations of the issuer thereof
(e.g., the U.S. government, a U.S. government instrumentality, or a private
issuer). Such bonds generally are secured by an assignment to a trustee (under
the indenture pursuant to which the bonds are issued) of collateral consisting
of a pool of mortgages. Payments with respect to the underlying mortgages
generally are made to the trustee under the indenture. Payments of principal and
interest on the underlying mortgages are not passed through to the holders of
the CMOs as such (i.e., the character of payments of principal and interest is
not passed through, and therefore payments to holders of CMOs attributable to
interest paid and principal repaid on the underlying mortgages do not
necessarily constitute income and return of capital, respectively, to such
holders), but such payments are dedicated to payment of interest on and
repayment of principal of the CMOs.

Principal and interest on the underlying mortgage assets may be
allocated among the several classes of CMOs in various ways. In certain
structures (known as "sequential pay" CMOs), payments of principal, including
any principal prepayments, on the mortgage assets generally are applied to the
classes of CMOs in the order of their respective final distribution dates. Thus,
no payment of principal will be made on any class of sequential pay CMOs until
all other classes having an earlier final distribution date have been paid in
full.

Additional structures of CMOs include, among others, "parallel pay"
CMOs. Parallel pay CMOs are structured to apply principal payments and
prepayments of the mortgage assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.

A wide variety of CMOs may be issued in the parallel pay or sequential
pay structures. These securities include accrual certificates (also known as
"Z-Bonds"), which accrue interest at a specified rate only until all other
certificates having an earlier final distribution date have been retired and are
converted thereafter to an interest-paying security, and planned amortization
class ("PAC") certificates, which are parallel pay CMOs that generally require
that specified amounts of principal be applied on each payment date to one or
more classes of CMOs (the "PAC Certificates"), even though all other principal
payments and prepayments of the mortgage assets are then required to be applied
to one or more other classes of the certificates. The scheduled principal
payments for the PAC Certificates generally have the highest priority on each
payment date after interest due has been

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paid to all classes entitled to receive interest currently. Shortfalls, if any,
are added to the amount payable on the next payment date. The PAC Certificate
payment schedule is taken into account in calculating the final distribution
date of each class of PAC. In order to create PAC tranches, one or more tranches
generally must be created to absorb most of the volatility in the underlying
mortgage assets. These tranches tend to have market prices and yields that are
much more volatile than the PAC classes.

Each Portfolio may also invest in stripped mortgage-backed securities.
Stripped mortgage- backed securities are often structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. Stripped mortgage-backed securities have greater market
volatility than other types of U.S. government securities in which a Portfolio
invests. A common type of stripped mortgage-backed security has one class
receiving some of the interest and all or most of the principal (the "principal
only" class) from the mortgage pool, while the other class will receive all or
most of the interest (the "interest only" class). The yield to maturity on an
interest only class is extremely sensitive not only to changes in prevailing
interest rates, but also to the rate of principal payments, including principal
prepayments, on the underlying pool of mortgage assets, and a rapid rate of
principal payment may have a material adverse effect on a Portfolio's yield.
While interest-only and principal-only securities are generally regarded as
being illiquid, such securities may be deemed to be liquid if they can be
disposed of promptly in the ordinary course of business at a value reasonably
close to that used in the calculation of a Portfolio's net asset value per
share. Only government interest only and principal only securities backed by
fixed-rate mortgages and determined to be liquid under guidelines and standards
established by the Directors may be considered liquid securities not subject to
a Portfolio's limitation on investments in illiquid securities.

Certain Risk Factors Relating to High-Yield Bonds. These bonds present
certain risks, which are discussed below:

Sensitivity to Interest Rate and Economic Changes - High-yield
bonds are very sensitive to adverse economic changes and corporate
developments. During an economic downturn or substantial period of
rising interest rates, highly leveraged issuers may experience
financial stress that would adversely affect their ability to service
their principal and interest payment obligations, to meet projected
business goals, and to obtain additional financing. If the issuer of a
bond defaults on its obligations to pay interest or principal or enters
into bankruptcy proceedings, a Portfolio may incur losses or expenses
in seeking recovery of amounts owed to it. In addition, periods of
economic uncertainty and changes can be expected to result in increased
volatility of market prices of high-yield bonds and the Portfolio's net
asset value.

Payment Expectations - High-yield bonds may contain redemption
or call provisions. If an issuer exercises these provisions in a
declining interest rate market, a Portfolio would have to replace the
security with a lower yielding security, resulting in a decreased
return for investors. Conversely, a high-yield bond's value will
decrease in a rising interest rate market, as will the value of the
Portfolio's assets. If the Portfolio experiences unexpected net
redemptions, this may force it to sell high-yield bonds without regard
to their investment merits, thereby decreasing the

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<PAGE>

asset base upon which expenses can be spread and possibly reducing the
Portfolio's rate of return.

Liquidity and Valuation - There may be little trading in the
secondary market for particular bonds, which may affect adversely a
Portfolio's ability to value accurately or dispose of such bonds.
Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of
high-yield bonds, especially in a thin market.

Asset-Backed Securities. Each Portfolio may invest in asset-backed
securities. These securities, issued by trusts and special purpose corporations,
are backed by a pool of assets, such as credit card and automobile loan
receivables, representing the obligations of a number of different parties.

Asset-backed securities present certain risks. For instance, in the
case of credit card receivables, these securities may not have the benefit of
any security interest in the related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. Most issuers of automobile receivables permit the servicer to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related automobile
receivables. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirements under state laws, the trustee for
the holders of the automobile receivables may not have a proper security
interest in all of the obligations backing such receivables. Therefore, there is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on these securities.

Asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors to make payments on underlying assets, the
securities may contain elements of credit support that fall into two categories:
(i) liquidity protection and (ii) protection against losses resulting from
ultimate default by an obligor on the underlying assets. Liquidity protection
refers to the provision of advances, generally by the entity administering the
pool of assets, to ensure that the receipt of payments on the underlying pool
occurs in a timely fashion. Protection against losses resulting from ultimate
default ensures payment through insurance policies or letters of credit obtained
by the issuer or sponsor from third parties. A Portfolio will not pay any
additional or separate fees for credit support. The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquency or
loss in excess of that anticipated or failure of the credit support could
adversely affect the return on an investment in such a security.

Zero Coupon Bonds, Step-Coupon Bonds, Deferred Interest Bonds and PIK
Bonds. Fixed income securities in which a Portfolio may invest also include zero
coupon bonds, step-coupon bonds, deferred interest bonds and bonds on which the
interest is payable in kind ("PIK bonds"). Zero coupon and deferred interest
bonds are debt obligations issued or purchased at a significant discount from
face value. A step-coupon bond is one in which a change in interest rate is
fixed contractually in advance. PIK bonds are debt obligations that provide that
the issuer thereof may, at

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<PAGE>

its option, pay interest on such bonds in cash or in the form of additional debt
obligations. Such investments may experience greater volatility in market value
due to changes in interest rates and other factors than debt obligations that
make regular payments of interest. A Portfolio will accrue income on such
investments for tax and accounting purposes, as required, that is distributable
to shareholders and which, because no cash is received at the time of accrual,
may require the liquidation of other portfolio securities under disadvantageous
circumstances to satisfy the Portfolio's distribution obligations.

Loan Participations. Each Portfolio may invest in loan participations.
Loan participations are loans sold by the lending bank to an investor. The loan
participant borrower may be a company with highly-rated commercial paper that
finds it can obtain cheaper funding through a loan participation than with
commercial paper and can also increase the company's name recognition in the
capital markets. Loan participations often generate greater yield than
commercial paper.

The borrower of the underlying loan will be deemed to be the issuer
except to the extent the Portfolio derives its rights from the intermediary bank
that sold the loan participations. Because loan participations are undivided
interests in a loan made by the issuing bank, the Portfolio may not have the
right to proceed against the loan participations borrower without the consent of
other holders of the loan participations. In addition, loan participations will
be treated as illiquid if, in the judgment of the Adviser, they can not be sold
within seven days.

Short-Term Debt Securities. As described in the Prospectus, in addition
to its primary investments, each Portfolio may also invest up to 25% of its
total assets in both U.S. and non-U.S. dollar denominated money market
instruments (except that the Focus Portfolio may not invest in non-U.S. dollar
denominated money market instruments) (a) for liquidity purposes (to meet
redemptions and expenses) or (b) to generate a return on idle cash held in a
Portfolio's portfolio during periods when an Adviser is unable to locate
favorable investment opportunities. For temporary defensive purposes, each
Portfolio may invest up to 100% of its total assets in cash and short-term fixed
income securities, including corporate debt obligations and money market
instruments rated in one of the two highest categories by a nationally
recognized statistical rating organization (or determined by the Adviser to be
of equivalent quality). The types of short-term and temporary defensive
investments in which a Portfolio may invest are described below:

Money Market Securities - Money market securities may include
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities, repurchase agreements, commercial paper, bankers'
acceptances, time deposits and certificates of deposit. In addition,
Janus Capital Corporation, Neuberger Berman, LLC and T. Rowe Price may
invest idle cash of the assets of the Portfolios under their control in
money market mutual funds that they manage. Such an investment may
entail additional fees.

Commercial Bank Obligations - Certificates of deposit
(interest-bearing time deposits), including Eurodollar certificates of
deposit (certificates of deposit issued by domestic or foreign banks
located outside the U.S.) and Yankee certificates of deposit
(certificates of deposit issued by branches of foreign banks located in
the U.S.), domestic and foreign bankers' acceptances (time drafts drawn
on a commercial bank where the bank accepts an irrevocable obligation
to pay at maturity) and

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<PAGE>

documented discount notes (corporate promissory discount notes
accompanied by a commercial bank guarantee to pay at maturity)
representing direct or contingent obligations of commercial banks with
total assets in excess of $1 billion, based on the latest published
reports. A Portfolio may also invest in obligations issued by U.S.
commercial banks with total assets of less than $1 billion if the
principal amount of these obligations owned by the Portfolio is fully
insured by the Federal Deposit Insurance Corporation ("FDIC"). A
Portfolio may also invest in notes and obligations issued by foreign
branches of U.S. and foreign commercial banks.

Savings Association Obligations - Certificates of deposit
(interest-bearing time deposits) issued by mutual savings banks or
savings and loan associations with assets in excess of $1 billion and
whose deposits are insured by the FDIC. A Portfolio may also invest in
obligations issued by mutual savings banks or savings and loan
associations with total assets of less than $1 billion if the principal
amount of these obligations owned by the Portfolio is fully insured by
the FDIC.

Commercial Paper - Short-term notes (up to 12 months) issued
by domestic and foreign corporations or governmental bodies. A
Portfolio may purchase commercial paper only if judged by the Adviser
to be of suitable investment quality. This includes commercial paper
that is (a) rated in the two highest categories by Standard & Poor's
and by Moody's, or (b) other commercial paper deemed on the basis of
the issuer's creditworthiness to be of a quality appropriate for the
Portfolio. See the Appendix for a description of the ratings. A
Portfolio will not purchase commercial paper described in (b) above if
such paper would in the aggregate exceed 15% of its total assets after
such purchase. The commercial paper in which a Portfolio may invest
includes variable amount master demand notes. Variable amount master
demand notes permit a Portfolio to invest varying amounts at
fluctuating rates of interest pursuant to the agreement in the master
note. These are direct lending obligations between the lender and
borrower, they are generally not traded, and there is no secondary
market. Such instruments are payable with accrued interest in whole or
in part on demand. The amounts of the instruments are subject to daily
fluctuations as the participants increase or decrease the extent of
their participation. Investments in these instruments are limited to
those that have a demand feature enabling the Portfolio unconditionally
to receive the amount invested from the issuer upon seven or fewer
days' notice. In connection with master demand note arrangements, the
Adviser, subject to the direction of the Directors, monitors on an
ongoing basis the earning power, cash flow and other liquidity ratios
of the borrower, and its ability to pay principal and interest on
demand. The Adviser also considers the extent to which the variable
amount master demand notes are backed by bank letters of credit. These
notes generally are not rated by Moody's or Standard & Poor's and a
Portfolio may invest in them only if it is determined that at the time
of investment the notes are of comparable quality to the other
commercial paper in which the Portfolio may invest. Master demand notes
are considered to have a maturity equal to the repayment notice period
unless the Adviser has reason to believe that the borrower could not
make timely repayment upon demand.

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Corporate Bonds and Notes - A Portfolio may purchase corporate
obligations that mature or that may be redeemed in one year or less.
These obligations originally may have been issued with maturities in
excess of one year. A Portfolio may invest only in corporate bonds or
notes of issuers having outstanding short-term securities rated in the
top two rating categories by Standard & Poor's and Moody's. See the
Appendix for a description of investment-grade ratings by Standard &
Poor's and Moody's.

Government Securities - Debt securities maturing within one
year of the date of purchase include adjustable-rate mortgage
securities backed by GNMA, FNMA, FHLMC and other non-agency issuers.
Although certain floating or variable rate obligations (securities
whose coupon rate changes at least annually and generally more
frequently) have maturities in excess of one year, they are also
considered short-term debt securities. See "U.S. Government Securities"
above. A Portfolio may also purchase securities issued or guaranteed by
a foreign government, its agencies or instrumentalities. See "Foreign
Securities" above.

Repurchase Agreements. A Portfolio may enter into repurchase agreements
involving only securities in which it could otherwise invest and with selected
banks, brokers and securities dealers whose financial condition is monitored by
the Adviser, subject to the guidance of the Board of Directors. In such
agreements, the seller agrees to repurchase the security at a mutually
agreed-upon time and price. The period of maturity is usually quite short,
either overnight or a few days, although it may extend over a number of months.
The repurchase price is in excess of the purchase price by an amount that
reflects an agreed-upon rate of return effective for the period of time a
Portfolio's money is invested in the security. Whenever a Portfolio enters into
a repurchase agreement, it obtains collateral having a value equal to at least
102% (100% if such collateral is in the form of cash) of the repurchase price,
including accrued interest. The instruments held as collateral are valued daily
and if the value of the instruments declines, the Portfolio will require
additional collateral. If the seller under the repurchase agreement defaults,
the Portfolio may incur a loss if the value of the collateral securing the
repurchase agreements has declined and may incur disposition costs in connection
with liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the security, realization of the
collateral by the Portfolio may be delayed or limited. The Directors have
established guidelines to be used by the Adviser in connection with transactions
in repurchase agreements and will regularly monitor each Portfolio's use of
repurchase agreements. A Portfolio will not invest in repurchase agreements
maturing in more than seven days if the aggregate of such investments along with
other illiquid securities exceeds 15% of the value of its net assets. However,
there is no limit on the amount of a Portfolio's net assets that may be subject
to repurchase agreements having a maturity of seven days or less for temporary
defensive purposes.

Diversification. Each Portfolio is classified as "non-diversified" for
purposes of the 1940 Act, which means that it is not limited by the 1940 Act
with regard to the portion of assets that may be invested in the securities of a
single issuer. To the extent any such Portfolio makes investments in excess of
5% of its assets in the securities of a particular issuer, its exposure to the
risks associated with that issuer is increased.

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<PAGE>

Because each Portfolio may invest, and the Focus Portfolio invests, in
a limited number of issuers, the performance of particular securities may
adversely affect the Portfolio's performance or subject the Portfolio to greater
price volatility than that experienced by diversified investment companies. Each
Portfolio intends to maintain the required level of diversification and
otherwise conduct its operations in order to qualify as a "regulated investment
company" for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"). To qualify as a regulated investment company under the Code, a
Portfolio must, among other things, diversify its holdings so that, at the end
of each quarter of the taxable year, (i) at least 50% of the market value of the
Portfolio's assets is represented by cash, U.S. government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Portfolio's
total assets and 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its total assets is invested in the
securities of any one issuer (other than U.S. government securities or the
securities of other regulated investment companies).

In the unlikely event application of a Portfolio's strategy would
result in a violation of these requirements of the Code, the Portfolio would be
required to deviate from its strategy to the extent necessary to avoid losing
its status as a regulated investment company.

Derivatives Strategies. Each Portfolio may write (i.e., sell) call
options ("calls") on securities that are traded on U.S. and foreign securities
exchanges and over-the-counter markets to enhance income through the receipt of
premiums from expired calls and any net profits from closing purchase
transactions, except that the Focus Portfolio will not write calls on securities
that are traded on foreign securities exchanges. After writing such a covered
call, up to 25% of a Portfolio's total assets may be subject to calls. All such
calls written by a Portfolio must be "covered" while the call is outstanding
(i.e., the Portfolio must own the securities subject to the call or other
securities acceptable for applicable escrow requirements). If a call written by
the Portfolio is exercised, the Portfolio forgoes any profit from any increase
in the market price above the call price of the underlying investment on which
the call was written.

In addition, the Portfolio could experience capital losses, which might
cause previously distributed short-term capital gains to be re-characterized as
a non-taxable return of capital to shareholders.

Each Portfolio may also write put options ("puts"), which give the
holder of the option the right to sell the underlying security to the Portfolio
at the stated exercise price. A Portfolio will receive a premium for writing a
put option that increases the Portfolio's return. A Portfolio writes only
covered put options, which means that so long as the Portfolio is obligated as
the writer of the option it will, through its custodian, have deposited and
maintained cash or liquid securities denominated in U.S. dollars or non-U.S.
currencies with a securities depository with a value equal to or greater than
the exercise price of the underlying securities.

Primarily for hedging purposes, and from time to time for income
enhancement, each Portfolio may use interest rate futures contracts, foreign
currency futures contracts and stock and bond index futures contracts, including
futures on U.S. government securities (together, "Futures"); forward contracts
on foreign currencies; and call and put options on equity and debt securities,
Futures, stock and bond indices and foreign currencies, except that the Focus
Portfolio will not use

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foreign currency futures contracts or forward contracts on foreign currencies.
All puts and calls on securities, interest rate Futures or stock and bond index
Futures or options on such Futures purchased or sold by a Portfolio will
normally be listed on either (1) a national securities or commodities exchange
or (2) over-the-counter markets. However, each such Portfolio may buy and sell
options and Futures on foreign equity indexes and foreign fixed income
securities. Because the markets for these instruments are relatively new and
still developing, the ability of such a Portfolio to engage in such transactions
may be limited. Derivatives may be used to attempt to: (i) protect against
possible declines in the market value of a Portfolio's portfolio resulting from
downward trends in the equity and debt securities markets (generally due to a
rise in interest rates); (ii) protect a Portfolio's unrealized gains in the
value of its equity and debt securities that have appreciated; (iii) facilitate
selling securities for investment reasons; (iv) establish a position in the
equity and debt securities markets as a temporary substitute for purchasing
particular equity and debt securities; or (v) reduce the risk of adverse
currency fluctuations.

Forward foreign currency exchange contracts, currency options and
currency swaps may be entered into for non-hedging purposes when an Adviser
anticipates that a foreign currency will appreciate or depreciate in value, but
securities denominated in that currency do not present attractive investment
opportunities or are not included in such portfolio. A Portfolio may use
currency contracts and options to cross-hedge, which involves selling or
purchasing instruments in one currency to hedge against changes in exchange
rates for a different currency with a pattern of correlation. To limit any
leverage in connection with currency contract transactions for non-hedging
purposes, a Portfolio will segregate cash or liquid securities in an amount
sufficient to meet its payment obligations in these transactions or otherwise
"cover" the obligation. Initial margin deposits made in connection with currency
futures transactions or premiums paid for currency options traded
over-the-counter or on a commodities exchange may each not exceed 5% of a
Portfolio's total assets in the case of non-bona fide hedging transactions. Each
such Portfolio may enter into currency swaps. Currency swaps involve the
exchange by a Portfolio with another party of their respective rights to make or
receive payments in specified currencies. Currency swaps usually involve the
delivery of the entire principal value of one designated currency in exchange
for the other designated currency. Therefore, the entire principal value of a
currency swap is subject to the risk that the other party to the swap will
default on its contractual delivery obligations. A Portfolio will segregate,
cash or liquid securities equal to the net amount, if any, of the excess of the
Portfolio's obligations over its entitlement with respect to swap transactions.
To the extent that the net amount of a swap is held in a segregated account
consisting of cash or liquid securities, the Fund believes that swaps do not
constitute senior securities under the 1940 Act and, accordingly, they will not
be treated as being subject to the Portfolio's borrowing restrictions. The use
of currency swaps is a highly specialized activity that involves investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. If an Adviser is incorrect in its forecasts of market
values and currency exchange rates, the investment performance of a Portfolio
would be less favorable than it would have been if this investment technique
were not used.

A Portfolio's use of Futures and options on Futures will be incidental
to its activities in the underlying cash market. When hedging to attempt to
protect against declines in the market value of the portfolio, to permit a
Portfolio to retain unrealized gains in the value of portfolio securities that
have appreciated, or to facilitate selling securities for investment reasons, a
Portfolio could: (i) sell Futures; (ii) purchase puts on such Futures or
securities; or (iii) write calls on securities held by it or on Futures. When
hedging to attempt to protect against the possibility that portfolio securities

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<PAGE>

are not fully included in a rise in value of the debt securities market, a
Portfolio could: (i) purchase Futures, or (ii) purchase calls on such Futures or
on securities. When hedging to protect against declines in the dollar value of a
foreign currency-denominated security, a Portfolio could: (i) purchase puts on
that foreign currency and on foreign currency Futures; (ii) write calls on that
currency or on such Futures; or (iii) enter into forward contracts on foreign
currencies at a lower rate than the spot ("cash") rate. Additional information
about the derivatives the Portfolio may use is provided below.

Options

Options on Securities. As noted above, each Portfolio may write and
purchase call and put options on equity and debt securities.

When a Portfolio writes a call on a security, it receives a premium and
agrees to sell the underlying security to a purchaser of a corresponding call on
the same security during the call period (usually not more than 9 months) at a
fixed price (which may differ from the market price of the underlying security),
regardless of market price changes during the call period. A Portfolio has
retained the risk of loss should the price of the underlying security increase
during the call period, which may be offset to some extent by the premium.

To terminate its obligation on a call it has written, a Portfolio may
purchase a corresponding call in a "closing purchase transaction." A profit or
loss will be realized, depending upon whether the net of the amount of the
option transaction costs and the premium received on the call written was more
or less than the price of the call subsequently purchased. A profit may also be
realized if the call expires unexercised, because a Portfolio retains the
underlying security and the premium received. If a Portfolio could not effect a
closing purchase transaction due to lack of a market, it would hold the callable
securities until the call expired or was exercised.

When a Portfolio purchases a call (other than in a closing purchase
transaction), it pays a premium and has the right to buy the underlying
investment from a seller of a corresponding call on the same investment during
the call period at a fixed exercise price. A Portfolio benefits only if the call
is sold at a profit or if, during the call period, the market price of the
underlying investment is above the sum of the call price plus the transaction
costs and the premium paid and the call is exercised. If the call is not
exercised or sold (whether or not at a profit), it will become worthless at its
expiration date and a Portfolio will lose its premium payment and the right to
purchase the underlying investment.

A put option on securities gives the purchaser the right to sell, and
the writer the obligation to buy, the underlying investment at the exercise
price during the option period. Writing a put covered by segregated liquid
assets equal to the exercise price of the put has the same economic effect to a
Portfolio as writing a covered call. The premium a Portfolio receives from
writing a put option represents a profit as long as the price of the underlying
investment remains above the exercise price. However, a Portfolio has also
assumed the obligation during the option period to buy the underlying investment
from the buyer of the put at the exercise price, even though the value of the
investment may fall below the exercise price. If the put expires unexercised, a
Portfolio (as the writer of the put) realizes a gain in the amount of the
premium. If the put is exercised, a Portfolio must fulfill its obligation to
purchase the underlying investment at the exercise price, which will

B-19
<PAGE>

usually exceed the market value of the investment at that time. In that case, a
Portfolio may incur a loss, equal to the sum of the sale price of the underlying
investment and the premium received minus the sum of the exercise price and any
transaction costs incurred.

A Portfolio may effect a closing purchase transaction to realize a
profit on an outstanding put option it has written or to prevent an underlying
security from being put. Furthermore, effecting such a closing purchase
transaction will permit a Portfolio to write another put option to the extent
that the exercise price thereof is secured by the deposited assets, or to
utilize the proceeds from the sale of such assets for other investments by the
Portfolio. A Portfolio will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from writing the option.

When a Portfolio purchases a put, it pays a premium and has the right
to sell the underlying investment to a seller of a corresponding put on the same
investment during the put period at a fixed exercise price. Buying a put on an
investment a Portfolio owns enables the Portfolio to protect itself during the
put period against a decline in the value of the underlying investment below the
exercise price by selling such underlying investment at the exercise price to a
seller of a corresponding put. If the market price of the underlying investment
is equal to or above the exercise price and as a result the put is not exercised
or resold, the put will become worthless at its expiration date, and the
Portfolio will lose its premium payment and the right to sell the underlying
investment pursuant to the put. The put may, however, be sold prior to
expiration (whether or not at a profit).

Buying a put on an investment a Portfolio does not own permits the
Portfolio either to resell the put or buy the underlying investment and sell it
at the exercise price. The resale price of the put will vary inversely with the
price of the underlying investment. If the market price of the underlying
investment is above the exercise price and as a result the put is not exercised,
the put will become worthless on its expiration date. In the event of a decline
in the stock market, a Portfolio could exercise or sell the put at a profit to
attempt to offset some or all of its loss on its portfolio securities.

When writing put options on securities, to secure its obligation to pay
for the underlying security, a Portfolio will deposit in escrow liquid assets
with a value equal to or greater than the exercise price of the underlying
securities. A Portfolio therefore forgoes the opportunity of investing the
segregated assets or writing calls against those assets. As long as the
obligation of a Portfolio as the put writer continues, it may be assigned an
exercise notice by the broker-dealer through whom such option was sold,
requiring a Portfolio to take delivery of the underlying security against
payment of the exercise price. A Portfolio has no control over when it may be
required to purchase the underlying security, since it may be assigned an
exercise notice at any time prior to the termination of its obligation as the
writer of the put. This obligation terminates upon expiration of the put, or
such earlier time at which a Portfolio effects a closing purchase transaction by
purchasing a put of the same series as that previously sold. Once a Portfolio
has been assigned an exercise notice, it is thereafter not allowed to effect a
closing purchase transaction.

Each Portfolio may use spread transactions for any lawful purpose
consistent with the Portfolio's investment objective. A Portfolio may purchase
covered spread options from securities dealers. Such covered spread options are
not presently exchange-listed or exchange-traded. The purchase of a spread
option gives a Portfolio the right to put, or sell, a security that it owns at a
fixed dollar spread or fixed yield spread in relationship to another security
that the Portfolio does not own,

B-20
<PAGE>

but which is used as a benchmark. The risk to a Portfolio in purchasing covered
spread options is the cost of the premium paid for the spread option and any
transaction costs. In addition, there is no assurance that closing transactions
will be available. The purchase of spread options will be used to protect a
Portfolio against adverse changes in prevailing credit quality spreads, i.e.,
the yield spread between high quality and lower quality securities. Such
protection is provided only during the life of the spread option.

Options on Foreign Currencies. Each Portfolio except the Focus
Portfolio may write and purchase puts and calls on foreign currencies. A call
written on a foreign currency by a Portfolio is "covered" if the Portfolio owns
the underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a segregated account
by the Portfolio) upon conversion or exchange of other foreign currency held in
its portfolio. A put option is "covered" if the Portfolio segregates cash or
liquid securities with a value at least equal to the exercise price of the put
option. A call written by a Portfolio on a foreign currency is for cross-hedging
purposes if it is not covered, but is designed to provide a hedge against a
decline in the U.S. dollar value of a security the Portfolio owns or has the
right to acquire and is denominated in the currency underlying the option due to
an adverse change in the exchange rate. In such circumstances, a Portfolio
collateralizes the option by segregating cash or liquid securities in an amount
not less than the value of the underlying foreign currency in U.S. dollars
marked-to-market daily.

As with other kinds of option transactions, the writing of an option on
currency will constitute only a partial hedge, up to the amount of the premium
received. A Portfolio could be required to purchase or sell currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
option on currency may constitute an effective hedge against exchange rate
fluctuations; however, in the event of exchange rate movements adverse to a
Portfolio's position, the Portfolio may forfeit the entire amount of the premium
plus related transaction costs.

Options on Securities Indices. As noted above, each Portfolio may write
and purchase call and put options on securities indices. Puts and calls on
broadly-based securities indices are similar to puts and calls on securities
except that all settlements are in cash and gain or loss depends on changes in
the index in question (and thus on price movements in the securities market
generally) rather than on price movements in individual securities or Futures.
When a Portfolio buys a call on a securities index, it pays a premium. During
the call period, upon exercise of a call by a Portfolio, a seller of a
corresponding call on the same investment will pay the Portfolio an amount of
cash to settle the call if the closing level of the securities index upon which
the call is based is greater than the exercise price of the call. That cash
payment is equal to the difference between the closing price of the index and
the exercise price of the call times a specified multiple (the "multiplier")
which determines the total dollar value for each point of difference. When a
Portfolio buys a put on a securities index, it pays a premium and has the right
during the put period to require a seller of a corresponding put, upon the
Portfolio's exercise of its put, to deliver to the Portfolio an amount of cash
to settle the put if the closing level of the securities index upon which the
put is based is less than the exercise price of the put. That cash payment is
determined by the multiplier, in the same manner as described above as to calls.

B-21
<PAGE>

Futures and Options on Futures

Futures. Upon entering into a Futures transaction, a Portfolio will be
required to deposit an initial margin payment with the futures commission
merchant (the "futures broker"). The initial margin will be deposited with the
Fund's custodian in an account registered in the futures broker's name; however
the futures broker can gain access to that account only under specified
conditions. As the Future is marked-to-market to reflect changes in its market
value, subsequent margin payments, called variation margin, will be paid to or
by the futures broker on a daily basis. Prior to expiration of the Future, if a
Portfolio elects to close out its position by taking an opposite position, a
final determination of variation margin is made, additional cash is required to
be paid by or released to the Portfolio, and any loss or gain is realized for
tax purposes. All Futures transactions are effected through a clearinghouse
associated with the exchange on which the Futures are traded.

Interest rate futures contracts are purchased or sold for hedging
purposes to attempt to protect against the effects of interest rate changes on a
Portfolio's current or intended investments in fixed- income securities. For
example, if a Portfolio owned long-term bonds and interest rates were expected
to increase, that Portfolio might sell interest rate futures contracts. Such a
sale would have much the same effect as selling some of the long-term bonds in
that Portfolio's portfolio. However, since the Futures market is more liquid
than the cash market, the use of interest rate futures contracts as a hedging
technique allows a Portfolio to hedge its interest rate risk without having to
sell its portfolio securities. If interest rates did increase, the value of the
debt securities in the portfolio would decline, but the value of that
Portfolio's interest rate futures contracts would be expected to increase at
approximately the same rate, thereby keeping the net asset value of that
Portfolio from declining as much as it otherwise would have. On the other hand,
if interest rates were expected to decline, interest rate futures contracts may
be purchased to hedge in anticipation of subsequent purchases of long-term bonds
at higher prices. Since the fluctuations in the value of the interest rate
futures contracts should be similar to that of long-term bonds, a Portfolio
could protect itself against the effects of the anticipated rise in the value of
long-term bonds without actually buying them until the necessary cash became
available or the market had stabilized. At that time, the interest rate futures
contracts could be liquidated and that Portfolio's cash reserves could then be
used to buy long-term bonds on the cash market.

Purchases or sales of stock or bond index futures contracts are used
for hedging purposes to attempt to protect a Portfolio's current or intended
investments from broad fluctuations in stock or bond prices. For example, a
Portfolio may sell stock or bond index futures contracts in anticipation of or
during a market decline to attempt to offset the decrease in market value of the
Portfolio's securities portfolio that might otherwise result. If such decline
occurs, the loss in value of portfolio securities may be offset, in whole or
part, by gains on the Futures position. When a Portfolio is not fully invested
in the securities market and anticipates a significant market advance, it may
purchase stock or bond index futures contracts in order to gain rapid market
exposure that may, in part or entirely, offset increases in the cost of
securities that the Portfolio intends to purchase. As such purchases are made,
the corresponding positions in stock or bond index futures contracts will be
closed out.

As noted above, each Portfolio except the Focus Portfolio may purchase
and sell foreign currency futures contracts for hedging to attempt to protect
its current or intended investments from fluctuations in currency exchange
rates. Such fluctuations could reduce the dollar value of portfolio

B-22
<PAGE>

securities denominated in foreign currencies, or increase the cost of
foreign-denominated securities to be acquired, even if the value of such
securities in the currencies in which they are denominated remains constant. A
Portfolio may sell futures contracts on a foreign currency, for example, when it
holds securities denominated in such currency and it anticipates a decline in
the value of such currency relative to the dollar. In the event such decline
occurs, the resulting adverse effect on the value of foreign-denominated
securities may be offset, in whole or in part, by gains on the Futures
contracts. However, if the value of the foreign currency increases relative to
the dollar, the Portfolio's loss on the foreign currency futures contract may or
may not be offset by an increase in the value of the securities since a decline
in the price of the security stated in terms of the foreign currency may be
greater than the increase in value as a result of the change in exchange rates.

Conversely, a Portfolio could protect against a rise in the dollar cost
of foreign-denominated securities to be acquired by purchasing Futures contracts
on the relevant currency, which could offset, in whole or in part, the increased
cost of such securities resulting from a rise in the dollar value of the
underlying currencies. When a Portfolio purchases futures contracts under such
circumstances, however, and the price of securities to be acquired instead
declines as a result of appreciation of the dollar, the Portfolio will sustain
losses on its futures position which could reduce or eliminate the benefits of
the reduced cost of portfolio securities to be acquired.

Options on Futures. As noted above, Portfolios may purchase and write
options on interest rate futures contracts, stock and bond index futures
contracts, forward contracts and foreign currency futures contracts, except that
the Focus Portfolio will not purchase or write options on foreign currency
futures contracts. (Unless otherwise specified, options on interest rate futures
contracts, options on stock and bond index futures contracts and options on
foreign currency futures contracts are collectively referred to as "Options on
Futures.")

The writing of a call option on a Futures contract constitutes a
partial hedge against declining prices of the securities in the portfolio. If
the Futures price at expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium, which provides a
partial hedge against any decline that may have occurred in the portfolio
holdings. The writing of a put option on a Futures contract constitutes a
partial hedge against increasing prices of the securities or other instruments
required to be delivered under the terms of the Futures contract. If the Futures
price at expiration of the put option is higher than the exercise price, a
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities the Portfolio
intends to purchase. If a put or call option a Portfolio has written is
exercised, the Portfolio will incur a loss that will be reduced by the amount of
the premium it receives. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value of its Options
on Futures positions, a Portfolio's losses from exercised Options on Futures may
to some extent be reduced or increased by changes in the value of portfolio
securities.

A Portfolio may purchase Options on Futures for hedging purposes,
instead of purchasing or selling the underlying Futures contract. For example,
where a decrease in the value of portfolio

B-23
<PAGE>

securities is anticipated as a result of a projected market-wide decline or
changes in interest or exchange rates, a Portfolio could, in lieu of selling a
Futures contract, purchase put options thereon. In the event that such decrease
occurs, it may be offset, in whole or part, by a profit on the option. If the
market decline does not occur, the Portfolio will suffer a loss equal to the
price of the put. Where it is projected that the value of securities to be
acquired by a Portfolio will increase prior to acquisition, due to a market
advance or changes in interest or exchange rates, a Portfolio could purchase
call Options on Futures, rather than purchasing the underlying Futures contract.
If the market advances, the increased cost of securities to be purchased may be
offset by a profit on the call. However, if the market declines, the Portfolio
will suffer a loss equal to the price of the call but the securities the
Portfolio intends to purchase may be less expensive.

Forward contracts on foreign currencies

A forward contract on foreign currencies involves bilateral obligations
of one party to purchase, and another party to sell, a specific currency at a
future date (which may be any fixed number of days from the date of the contract
agreed upon by the parties), at a price set at the time the contract is entered
into. These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
No price is paid or received upon the purchase or sale of a forward contract on
foreign currencies. The Focus Portfolio does not utilize forward contracts on
foreign currencies.

A Portfolio may use forward contracts on foreign currencies to protect
against uncertainty in the level of future exchange rates. The use of forward
contracts on foreign currencies does not eliminate fluctuations in the prices of
the underlying securities a Portfolio owns or intends to acquire, but it does
fix a rate of exchange in advance. In addition, although forward contracts on
foreign currencies limit the risk of loss due to a decline in the value of the
hedged currencies, at the same time they limit any potential gain that might
result should the value of the currencies increase.

A Portfolio may enter into forward contracts on foreign currencies with
respect to specific transactions. For example, when a Portfolio enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, or when a Portfolio anticipates receipt of dividend payments in a
foreign currency, the Portfolio may desire to "lock-in" the U.S. dollar price of
the security or the U.S. dollar equivalent of such payment by entering into a
forward contract on foreign currencies, for a fixed amount of U.S. dollars per
unit of foreign currency, for the purchase or sale of the amount of foreign
currency involved in the underlying transaction. A Portfolio will thereby be
able to protect itself against a possible loss resulting from an adverse change
in the relationship between the currency exchange rates during the period
between the date on which the security is purchased or sold, or on which the
payment is declared and the date on which such payments are made or received.

A Portfolio may also use forward contracts on foreign currencies to
lock in the U.S. dollar value of portfolio positions ("position hedge"). In a
position hedge, for example, when a Portfolio believes that foreign currency may
suffer a substantial decline against the U.S. dollar, it may enter

B-24
<PAGE>

into a forward contract on foreign currencies to sell an amount of that foreign
currency approximating the value of some or all of the portfolio securities
denominated in (or affected by fluctuations in, in the case of ADRs) such
foreign currency, or when a Portfolio believes that the U.S. dollar may suffer a
substantial decline against a foreign currency, it may enter into a forward
contract on foreign currencies to buy that foreign currency for a fixed dollar
amount. In this situation a Portfolio may, in the alternative, enter into a
forward contract on foreign currencies to sell a different foreign currency for
a fixed U.S. dollar amount where the Portfolio believes that the U.S. dollar
value of the currency to be sold pursuant to the forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in which
portfolio securities of the Portfolio are denominated ("cross-hedged"). A
Portfolio may also hedge investments denominated in a foreign currency by
entering into forward currency contracts with respect to a foreign currency that
is expected to correlate to the currency in which the investments are
denominated ("proxy hedging").

The Portfolio will cover outstanding forward currency contracts by
maintaining liquid portfolio securities denominated in the currency underlying
the forward contract or the currency being hedged. To the extent that a
Portfolio is not able to cover its forward currency positions with underlying
portfolio securities, the Portfolio will segregate cash or liquid securities
having a value equal to the aggregate amount of the Portfolio's commitments
under forward contracts on foreign currencies entered into with respect to
position hedges and cross-hedges. If the value of the segregated securities
declines, additional cash or securities will be segregated on a daily basis so
that the value of the segregated assets will equal the amount of the Portfolio's
commitments with respect to such contracts. As an alternative to segregating
assets, a Portfolio may purchase a call option permitting the Portfolio to
purchase the amount of foreign currency being hedged by a forward sale contract
at a price no higher than the forward contract on foreign currencies price or
the Portfolio may purchase a put option permitting the Portfolio to sell the
amount of foreign currency subject to a forward purchase contract at a price as
high or higher than the forward contract on foreign currencies price.
Unanticipated changes in currency prices may result in poorer overall
performance for a Portfolio than if it had not entered into such contracts.

The precise matching of the forward contract on foreign currencies
amounts and the value of the securities involved will not generally be possible
because the future value of such securities in foreign currencies will change as
a consequence of market movements in the value of these securities between the
date the forward contract on foreign currencies is entered into and the date it
is sold. Accordingly, it may be necessary for a Portfolio to purchase additional
foreign currency on the spot (i.e., cash) market (and bear the expense of such
purchase), if the market value of the security is less than the amount of
foreign currency a Portfolio is obligated to deliver and if a decision is made
to sell the security and make delivery of the foreign currency. Conversely, it
may be necessary to sell on the spot market some of the foreign currency
received upon the sale of the portfolio security if its market value exceeds the
amount of foreign currency a Portfolio is obligated to deliver. The projection
of short-term currency market movements is extremely difficult, and the
successful execution of a short-term hedging strategy is highly uncertain.
Forward contracts on foreign currencies involve the risk that anticipated
currency movements will not be accurately predicted, causing a Portfolio to
sustain losses on these contracts and transactions costs.

B-25
<PAGE>

At or before the maturity of a forward contract on foreign currencies
requiring a Portfolio to sell a currency, the Portfolio may either sell a
portfolio security and use the sale proceeds to make delivery of the currency or
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract pursuant to which the Portfolio will
obtain, on the same maturity date, the same amount of the currency that it is
obligated to deliver. Similarly, a Portfolio may close out a forward contract on
foreign currencies, requiring it to purchase a specified currency by entering
into a second contract entitling it to sell the same amount of the same currency
on the maturity date of the first contract. A Portfolio would realize a gain or
loss as a result of entering into such an offsetting forward contract on foreign
currencies under either circumstance to the extent the exchange rate or rates
between the currencies involved moved between the execution dates of the first
contract and offsetting contract.

The cost to a Portfolio of engaging in forward contracts on foreign
currencies varies with factors such as the currencies involved, the length of
the contract period and the market conditions then prevailing. Because forward
contracts on foreign currencies are usually entered into on a principal basis,
no fees or commissions are involved. Because such contracts are not traded on an
exchange, a Portfolio must evaluate the credit and performance risk of each
particular counterparty under a forward contract on foreign currencies.

Although a Portfolio values its assets daily in terms of U.S. dollars,
it does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. A Portfolio may convert foreign currency from time to
time, and investors should be aware of the costs of currency conversion. Foreign
exchange dealers do not charge a fee for conversion, but they do seek to realize
a profit based on the difference between the prices at which they buy and sell
various currencies. Thus, a dealer may offer to sell a foreign currency to a
Portfolio at one rate, while offering a lesser rate of exchange should the
Portfolio desire to resell that currency to the dealer.

Additional Information About Derivatives and Their Use

The Fund's custodian, or a securities depository acting for the
custodian, will act as the Portfolios' escrow agent, through the facilities of
the Options Clearing Corporation ("OCC"), as to the securities on which the
Portfolio has written options or as to other acceptable escrow securities, so
that no margin will be required for such transaction. OCC will release the
securities on the expiration of the option or upon a Portfolio's entering into a
closing transaction.

An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance that
a liquid secondary market will exist for any particular option. A Portfolio's
option activities may affect its turnover rate and brokerage commissions. The
exercise by a Portfolio of puts on securities will result in the sale of related
investments, increasing portfolio turnover. Although such exercise is within a
Portfolio's control, holding a put might cause the Portfolio to sell the related
investments for reasons that would not exist in the absence of the put. A
Portfolio will pay a brokerage commission each time it buys a put or call, sells
a call, or buys or sells an underlying investment in connection with the
exercise of a put

B-26
<PAGE>

or call. Such commissions may be higher than those that would apply to direct
purchases or sales of such underlying investments. Premiums paid for options are
small in relation to the market value of the related investments, and
consequently, put and call options offer large amounts of leverage. The leverage
offered by trading in options could result in a Portfolio's net asset value
being more sensitive to changes in the value of the underlying investments.

In the future, each Portfolio may employ strategies that are not
presently contemplated but which may be developed, to the extent such investment
methods are consistent with a Portfolio's investment objectives, legally
permissible and adequately disclosed.

Regulatory Aspects of Derivatives

Each Portfolio must operate within certain restrictions as to its long
and short positions in Futures and options thereon under a rule (the "CFTC
Rule") adopted by the Commodity Futures Trading Commission (the "CFTC") under
the Commodity Exchange Act (the "CEA"), which excludes the Portfolio from
registration with the CFTC as a "commodity pool operator" (as defined in the
CEA) if it complies with the CFTC Rule. In particular, the Portfolio may (i)
purchase and sell Futures and options thereon for bona fide hedging purposes, as
defined under CFTC regulations, without regard to the percentage of the
Portfolio's assets committed to margin and option premiums, and (ii) enter into
non-hedging transactions, provided that the Portfolio may not enter into such
non- hedging transactions if, immediately thereafter, the sum of the amount of
initial margin deposits on the Portfolio's existing Futures positions and option
premiums would exceed 5% of the fair value of its portfolio, after taking into
account unrealized profits and unrealized losses on any such transactions.
Margin deposits may consist of cash or securities acceptable to the broker and
the relevant contract market.

Transactions in options by a Portfolio are subject to limitations
established by each of the exchanges governing the maximum number of options
that may be written or held by a single investor or group of investors acting in
concert, regardless of whether the options were written or purchased on the same
or different exchanges or are held in one or more accounts or through one or
more exchanges or brokers. Thus, the number of options a Portfolio may write or
hold may be affected by options written or held by other entities, including
other investment companies having the same or an affiliated investment adviser.
Position limits also apply to Futures. An exchange may order the liquidation of
positions found to be in violation of those limits and may impose certain other
sanctions. Due to requirements under the 1940 Act, when a Portfolio purchases a
Future, the Portfolio will segregate cash or liquid securities in an amount
equal to the market value of the securities underlying such Future, less the
margin deposit applicable to it.

Possible Risk Factors in Hedging

Participation in the options or Futures markets and in currency
exchange transactions involves investment risks and transaction costs to which a
Portfolio would not be subject absent the use of these strategies. If the
Adviser's predictions of movements in the direction of the securities,

B-27
<PAGE>

foreign currency and interest rate markets are inaccurate, the adverse
consequences to a Portfolio may leave the Portfolio in a worse position than if
such strategies were not used. There is also a risk in using short hedging by
selling Futures to attempt to protect against decline in value of the portfolio
securities (due to an increase in interest rates) that the prices of such
Futures will correlate imperfectly with the behavior of the cash (i.e., market
value) prices of the Portfolio's securities. The ordinary spreads between prices
in the cash and Futures markets are subject to distortions due to differences in
the natures of those markets. First, all participants in the Futures markets are
subject to margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors may close Futures contracts
through offsetting transactions that could distort the normal relationship
between the cash and Futures markets. Second, the liquidity of the Futures
markets depends on participants entering into offsetting transactions rather
than making or taking delivery. To the extent participants decide to make or
take delivery, liquidity in the Futures markets could be reduced, thus producing
distortion. Third, from the point-of-view of speculators, the deposit
requirements in the Futures markets are less onerous than margin requirements in
the securities markets. Therefore, increased participation by speculators in the
Futures markets may cause temporary price distortions.

If a Portfolio establishes a position in the debt securities markets as
a temporary substitute for the purchase of individual debt securities (long
hedging) by buying Futures and/or calls on such Futures or on debt securities,
it is possible that the market may decline; if the Adviser then determines not
to invest in such securities at that time because of concerns as to possible
further market decline or for other reasons, the Portfolio will realize a loss
on the derivatives that is not offset by a reduction in the price of the debt
securities purchased.

Illiquid and Restricted Securities. No more than 15% of the value of a
Portfolio's net assets determined as of the date of purchase may be invested in
illiquid securities, including repurchase agreements that have a maturity of
longer than seven days, interest-rate swaps, currency swaps, caps, floors and
collars, or in other securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
securities that are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Repurchase agreements subject to
demand are deemed to have a maturity equal to the notice period. Securities that
have not been registered under the Securities Act are referred to as private
placements or restricted securities and are purchased directly from the issuer
or in the secondary market. Mutual funds do not typically hold a significant
amount of these restricted or other illiquid securities because of the potential
for delays on resale and uncertainty in valuation. Limitations on resale may
have an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to dispose of them, resulting in
additional expense and delay. There will generally be a lapse of time between a
mutual fund's decision to sell an unregistered security and the registration of
such security promoting sale.

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Adverse market conditions could impede a public offering of such securities.
When purchasing unregistered securities, each of the Portfolios will seek to
obtain the right of registration at the expense of the issuer (except in the
case of Rule 144A securities, as described below).

In recent years, a large institutional market has developed for certain
securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

For example, restricted securities that the Board of Directors, or the
Adviser pursuant to guidelines established by the Board of Directors, has
determined to be marketable, such as securities eligible for sale under Rule
144A promulgated under the Securities Act, or certain private placements of
commercial paper issued in reliance on an exemption from such Act pursuant to
Section 4(2) thereof, may be deemed to be liquid for purposes of this
restriction. This investment practice could have the effect of increasing the
level of illiquidity in the Portfolio to the extent that qualified institutional
buyers (as defined in Rule 144A) become for a time uninterested in purchasing
these restricted securities. In addition, a repurchase agreement that by its
terms can be liquidated before its nominal fixed-term on seven days or less
notice is regarded as a liquid instrument. The Adviser will monitor the
liquidity of such restricted securities subject to the supervision of the
Directors. In reaching liquidity decisions the Adviser will consider, inter
alia, pursuant to guidelines and procedures established by the Directors, the
following factors: (1) the frequency of trades and quotes for the security; (2)
the number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer). Subject to the applicable
limitation on illiquid securities investments, a Portfolio may acquire
securities issued by the U.S. government, its agencies or instrumentalities in a
private placement.

Commercial paper issues in which a Portfolio's net assets may be
invested include securities issued by major corporations without registration
under the Securities Act in reliance on the exemption from such registration
afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on
the so-called private placement exemption from registration afforded by Section
4(2) of the Securities Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws in that any
resale must similarly be made in an exempt transaction. Section 4(2) paper is
normally resold to other institutional investors through or with the assistance
of investment dealers who make a market in Section 4(2) paper, thus providing
liquidity. Section 4(2) paper that is issued by a company that files reports
under the Securities Exchange Act of 1934 is generally eligible to be sold in
reliance on the safe harbor of Rule 144A described above. A Portfolio's 15%
limitation on investments in illiquid securities includes Section 4(2) paper
other than Section 4(2) paper that the Adviser has determined to be liquid
pursuant to guidelines established

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<PAGE>

by the Directors. The Directors have delegated to the Advisers the function of
making day-to-day determinations of liquidity with respect to Section 4(2)
paper, pursuant to guidelines approved by the Directors that require the
Advisers to take into account the same factors described above for other
restricted securities and require the Advisers to perform the same monitoring
and reporting functions.

Short Sales. Each Portfolio may sell a security it does not own in
anticipation of a decline in the market value of that security (short sales). To
complete such a transaction, a Portfolio must borrow the security to make
delivery to the buyer. The Portfolio then is obligated to replace the security
borrowed by purchasing it at market price at the time of replacement. The price
at such time may be more or less than the price at which the security was sold
by the Portfolio. Until the security is replaced, the Portfolio is required to
pay to the lender any dividends or interest that accrue during the period of the
loan. To borrow the security, the Portfolio also may be required to pay a
premium, which would increase the cost of the security sold. The proceeds of the
short sale will be retained by the broker, to the extent necessary to meet
margin requirements, until the short position is closed out. Until the Portfolio
replaces a borrowed security, the Portfolio will maintain daily a segregated
account, containing cash or liquid securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii) the
amount deposited in the segregated account plus the amount deposited with the
broker as collateral will not be less than the market value of the security at
the time it was sold short. A Portfolio will incur a loss as a result of the
short sale if the price of the security increases between the date of the short
sale and the date on which the Portfolio replaces the borrowed security. A
Portfolio will realize a gain if the security declines in price between those
dates. This result is the opposite of what one would expect from a cash purchase
of a long position in a security. The amount of any gain will be decreased, and
the amount of any loss increased, by the amount of any premium, dividends or
interest the Portfolio may be required to pay in connection with a short sale.

Each Portfolio may make "short sales against the box." A short sale is
against the box to the extent that the Portfolio contemporaneously owns, or has
the right to obtain without payment, securities identical to those sold short. A
Portfolio may not enter into a short sale, including a short sale against the
box, if, as a result, more than 25% of its net assets would be subject to such
short sales.

Hybrid Instruments; Indexed/Structured Securities. Hybrid Instruments,
including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depository
instrument. The Focus Portfolio will not invest in Hybrid Instruments.
Generally, a Hybrid Instrument will be a debt security, preferred stock,
depository share, trust certificate, certificate of deposit or other evidence of
indebtedness on which a portion of or all interest payments, and/or the
principal or stated amount payable at maturity, redemption or retirement, is
determined by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
(collectively "Underlying Assets") or by another objective index, economic
factor or other measure, such as interest rates, currency exchange rates,
commodity indices, and securities indices (collectively "Benchmarks"). Thus,

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Hybrid Instruments may take a variety of forms, including, but not limited to,
debt instruments with interest or principal payments or redemption terms
determined by reference to the value of a currency or commodity or securities
index at a future point in time, preferred stock with dividend rates determined
by reference to the value of a currency, or convertible securities with the
conversion terms related to a particular commodity.

Hybrid Instruments can be an efficient means of creating exposure to a
particular market, or segment of a market, with the objective of enhancing total
return. For example, a Portfolio may wish to take advantage of expected declines
in interest rates in several European countries, but avoid the transactions
costs associated with buying and currency-hedging the foreign bond positions.
One solution would be to purchase a U.S. dollar-denominated Hybrid Instrument
whose redemption price is linked to the average three year interest rate in a
designated group of countries. The redemption price formula would provide for
payoffs of greater than par if the average interest rate was lower than a
specified level, and payoffs of less than par if rates were above the specified
level. Furthermore, the Portfolio could limit the downside risk of the security
by establishing a minimum redemption price so that the principal paid at
maturity could not be below a predetermined minimum level if interest rates were
to rise significantly. The purpose of this arrangement, known as a structured
security with an embedded put option, would be to give the Portfolio the desired
European bond exposure while avoiding currency risk, limiting downside market
risk, and lowering transactions costs. Of course, there is no guarantee that the
strategy will be successful and the Portfolio could lose money if, for example,
interest rates do not move as anticipated or credit problems develop with the
issuer of the Hybrid.

The risks of investing in Hybrid Instruments reflect a combination of
the risks of investing in securities, options, futures and currencies. Thus, an
investment in a Hybrid Instrument may entail significant risks that are not
associated with a similar investment in a traditional debt instrument that has a
fixed principal amount, is denominated in U.S. dollars or bears interest either
at a fixed rate or a floating rate determined by reference to a common,
nationally published Benchmark. The risks of a particular Hybrid Instrument
will, of course, depend upon the terms of the instrument, but may include,
without limitation, the possibility of significant changes in the Benchmarks or
the prices of Underlying Assets to which the instrument is linked. Such risks
generally depend upon factors unrelated to the operations or credit quality of
the issuer of the Hybrid Instrument and which may not be readily foreseen by the
purchaser, such as economic and political events, the supply and demand for the
Underlying Assets and interest rate movements. In recent years, various
Benchmarks and prices for Underlying Assets have been highly volatile, and such
volatility may be expected in the future. Reference is also made to the
discussion of futures, options, and forward contracts herein for a discussion of
the risks associated with such investments.

Hybrid Instruments are potentially more volatile and carry greater
market risks than traditional debt instruments. Depending on the structure of
the particular Hybrid Instrument, changes in a Benchmark may be magnified by the
terms of the Hybrid Instrument and have an even more dramatic and substantial
effect upon the value of the Hybrid Instrument. Also, the prices of the

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<PAGE>

Hybrid Instrument and the Benchmark or Underlying Asset may not move in the same
direction or at the same time.

Hybrid Instruments may bear interest or pay preferred dividends at
below market (or even relatively nominal) rates. Alternatively, Hybrid
Instruments may bear interest at above market rates but bear an increased risk
of principal loss (or gain). The latter scenario may result if "leverage" is
used to structure the Hybrid Instrument. Leverage risk occurs when the Hybrid
Instrument is structured so that a given change in a Benchmark or Underlying
Asset is multiplied to produce a greater value change in the Hybrid Instrument,
thereby magnifying the risk of loss as well as the potential for gain.

Hybrid Instruments may also carry liquidity risk since the instruments
are often "customized" to meet the portfolio needs of a particular investor,
and, therefore, the number of investors that are willing and able to buy such
instruments in the secondary market may be smaller than that for more
traditional debt securities. Under certain conditions, the redemption (or sale)
value of such an investment could be zero. In addition, because the purchase and
sale of Hybrid Instruments could take place in an over-the-counter market
without the guarantee of a central clearing organization or in a transaction
between the Portfolio and the issuer of the Hybrid Instrument, the
creditworthiness of the counterparty or issuer of the Hybrid Instrument would be
an additional risk factor the Portfolio would have to consider and monitor.
Hybrid Instruments also may not be subject to regulation of the CFTC, which
generally regulates the trading of commodity futures by U.S. persons, the
Securities and Exchange Commission (the "SEC"), which regulates the offer and
sale of securities by and to U.S. persons, or any other governmental regulatory
authority.

The various risks discussed above, particularly the market risk of such
instruments, may in turn cause significant fluctuations in the net asset value
of the Portfolio. Accordingly, each Portfolio will limit its investments in
Hybrid Instruments to 10% of total assets at the time of purchase. However,
because of their volatility, it is possible that a Portfolio's investment in
Hybrid Instruments will account for more than 10% of the Portfolio's return
(positive or negative).

When-Issued Securities and Firm Commitment Agreements. Each Portfolio
except the Focus Portfolio may purchase or sell securities on a "when-issued" or
"delayed delivery" basis and may purchase securities on a firm commitment basis.
Although a Portfolio will enter into such transactions for the purpose of
acquiring securities for its portfolio or for delivery pursuant to options
contracts it has entered into, the Portfolio may dispose of a commitment prior
to settlement. "When- issued" or "delayed delivery" refers to securities whose
terms and indenture are available and for which a market exists, but which are
not available for immediate delivery. When such transactions are negotiated, the
price (which is generally expressed in yield terms) is fixed at the time the
commitment is made, but delivery and payment for the securities take place at a
later date. During the period between commitment by a Portfolio and settlement
(generally within two months but not to exceed 120 days), no payment is made for
the securities purchased by the purchaser, and no interest accrues to the
purchaser from the transaction. Such securities are subject to market
fluctuation, and the value at delivery may be less than the purchase price. A
Portfolio will designate

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<PAGE>

cash or liquid securities at least equal to the value of purchase commitments
until payment is made. A Portfolio will likewise designate liquid assets in
respect of securities sold on a delayed delivery basis.

A Portfolio will engage in when-issued transactions in order to secure
what is considered to be an advantageous price and yield at the time of entering
into the obligation. When a Portfolio engages in when-issued or delayed delivery
transactions, it relies on the buyer or seller, as the case may be, to
consummate the transaction. Failure to do so may result in a Portfolio losing
the opportunity to obtain a price and yield considered to be advantageous. If a
Portfolio chooses to (i) dispose of the right to acquire a when-issued security
prior to its acquisition or (ii) dispose of its right to deliver or receive
against a firm commitment, it may incur a gain or loss. (At the time a Portfolio
makes a commitment to purchase or sell a security on a when-issued or firm
commitment basis, it records the transaction and reflects the value of the
security purchased, or if a sale, the proceeds to be received in determining its
net asset value.)

To the extent a Portfolio engages in when-issued and delayed delivery
transactions, it will do so for the purpose of acquiring or selling securities
consistent with its investment objectives and policies and not for the purposes
of investment leverage. A Portfolio enters into such transactions only with the
intention of actually receiving or delivering the securities, although
when-issued securities and firm commitments may be sold prior to the settlement
date. In addition, changes in interest rates in a direction other than that
expected by the Adviser before settlement of a purchase will affect the value of
such securities and may cause a loss to a Portfolio.

When-issued transactions and firm commitments may be used to offset
anticipated changes in interest rates and prices. For instance, in periods of
rising interest rates and falling prices, a Portfolio might sell securities in
its portfolio on a forward commitment basis to attempt to limit its exposure to
anticipated falling prices. In periods of falling interest rates and rising
prices, a Portfolio might sell portfolio securities and purchase the same or
similar securities on a when-issued or forward commitment basis, thereby
obtaining the benefit of currently higher cash yields. One form of when-issued
or delayed delivery security that each Portfolio may purchase is a "to be
announced" or "TBA" mortgage-backed security. A TBA mortgage-backed security
transaction arises when a mortgage-backed security is purchased or sold with the
specific pools to be announced on a future settlement date.

Borrowing. As a matter of fundamental policy each Portfolio is authorized to
borrow up to 331/3% of its total assets for temporary or emergency purposes. In
seeking to enhance investment performance, each Portfolio (except the Focus
Portfolio, notwithstanding Fundamental Investment Restriction number 5) may
borrow money for investment purposes and may pledge assets to secure such
borrowings. This is the speculative factor known as leverage. This practice may
help increase the net asset value of the assets of a Portfolio in an amount
greater than would otherwise be the case when the market values of the
securities purchased through borrowing increase. In the event the return on an
investment of borrowed monies does not fully recover the costs of such
borrowing, the value of the Portfolio's assets would be reduced by a greater
amount than would otherwise be the

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<PAGE>

case. The effect of leverage will therefore tend to magnify the gains or losses
to the Portfolio as a result of investing the borrowed monies. During periods of
substantial borrowings, the value of the Portfolio's assets would be reduced due
to the added expense of interest on borrowed monies. Each Portfolio is
authorized to borrow, and to pledge assets to secure such borrowings, up to the
maximum extent permissible under the 1940 Act (i.e., presently 50% of net
assets). The time and extent to which a Portfolio may employ leverage will be
determined by the Adviser in light of changing facts and circumstances,
including general economic and market conditions, and will be subject to
applicable lending regulations of the Board of Governors of the Federal Reserve
Board.

In seeking to enhance investment performance, each Portfolio except the
Focus Portfolio may increase its ownership of securities by borrowing at fixed
rates of interest up to the maximum extent permitted under the 1940 Act
(presently 50% of net assets) and investing the borrowed funds, subject to the
restrictions stated in the respective Prospectus. Any such borrowing will be
made only pursuant to the requirements of the 1940 Act and will be made only to
the extent that the value of each Portfolio's assets less its liabilities, other
than borrowings, is equal to at least 300% of all borrowings including the
proposed borrowing. If the value of a Portfolio's assets, so computed, should
fail to meet the 300% asset coverage requirement, the Portfolio is required,
within three business days, to reduce its bank debt to the extent necessary to
meet such requirement and may have to sell a portion of its investments at a
time when independent investment judgment would not dictate such sale. Interest
on money borrowed is an expense the Portfolio would not otherwise incur, so that
it may have little or no net investment income during periods of substantial
borrowings. Since substantially all of a Portfolio's assets fluctuate in value,
but borrowing obligations are fixed when the Portfolio has outstanding
borrowings, the net asset value per share of a Portfolio correspondingly will
tend to increase and decrease more when the Portfolio's assets increase or
decrease in value than would otherwise be the case. A Portfolio's policy
regarding use of leverage is a fundamental policy, which may not be changed
without approval of the shareholders of the Portfolio.

Loans of Portfolio Securities. Consistent with applicable regulatory
requirements, each Portfolio may lend portfolio securities in amounts up to
331/3% of total assets to brokers, dealers and other financial institutions,
provided, that such loans are callable at any time by the Portfolio and are at
all times secured by cash or equivalent collateral. In lending its portfolio
securities, a Portfolio receives income while retaining the securities'
potential for capital appreciation. The advantage of such loans is that a
Portfolio continues to receive the interest and dividends on the loaned
securities while at the same time earning interest on the collateral, which will
be invested in high-quality short- term debt securities, including repurchase
agreements. A loan may be terminated by the borrower on one business day's
notice or by a Portfolio at any time. If the borrower fails to maintain the
requisite amount of collateral, the loan automatically terminates, and the
Portfolio could use the collateral to replace the securities while holding the
borrower liable for any excess of replacement cost over collateral. As with any
extensions of credit, there are risks of delay in recovery and in some cases
even loss of rights in the collateral should the borrower of the securities fail
financially. However, these loans of portfolio securities will be made only to
firms deemed by the Adviser to be creditworthy. On termination of the loan, the
borrower is required to return the securities to a

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<PAGE>

Portfolio; and any gain or loss in the market price of the loaned security
during the loan would inure to the Portfolio. Each Portfolio will pay reasonable
finders', administrative and custodial fees in connection with a loan of its
securities or may share the interest earned on collateral with the borrower.

Since voting or consent rights that accompany loaned securities pass to
the borrower, each Portfolio will follow the policy of calling the loan, in
whole or in part as may be appropriate, to permit the exercise of such rights if
the matters involved would have a material effect on the Portfolio's investment
in the securities that are the subject of the loan.

Reverse Repurchase Agreements. A Portfolio may enter into reverse
repurchase agreements with brokers, dealers, domestic and foreign banks or other
financial institutions that have been determined by the Adviser to be
creditworthy. In a reverse repurchase agreement, the Portfolio sells a security
and agrees to repurchase it at a mutually agreed upon date and price, reflecting
the interest rate effective for the term of the agreement. It may also be viewed
as the borrowing of money by the Portfolio. The Portfolio's investment of the
proceeds of a reverse repurchase agreement is the speculative factor known as
leverage. A Portfolio will enter into a reverse repurchase agreement only if the
interest income from investment of the proceeds is expected to be greater than
the interest expense of the transaction and the proceeds are invested for a
period no longer than the term of the agreement. The Portfolio will maintain
with the Custodian a separate account with a segregated portfolio of cash or
liquid securities in an amount at least equal to its purchase obligations under
these agreements (including accrued interest). In the event that the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, the buyer or its trustee or receiver may receive an extension of time
to determine whether to enforce the Portfolio's repurchase obligation, and the
Portfolio's use of proceeds of the agreement may effectively be restricted
pending such decision. Reverse repurchase agreements are considered to be
borrowings and are subject to the percentage limitations on borrowings. See
"Investment Restrictions."

Dollar Rolls. Each Portfolio may enter into "dollar rolls" in which a
Portfolio sells mortgage or other asset-backed securities ("Roll Securities")
for delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. During the roll period, the Portfolio foregoes principal and
interest paid on the Roll Securities. The Portfolio is compensated by the
difference between the current sales price and the lower forward price for the
future purchase (often referred to as the "drop") as well as by the interest
earned on the cash proceeds of the initial sale. The Portfolio also could be
compensated through the receipt of fee income equivalent to a lower forward
price. A "covered roll" is a specific type of dollar roll for which there is an
offsetting cash position or a cash equivalent security position that matures on
or before the forward settlement date of the dollar roll transaction. A
Portfolio will enter into only covered rolls. Because "roll" transactions
involve both the sale and purchase of a security, they may cause the reported
portfolio turnover rate to be higher than that reflecting typical portfolio
management activities.

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<PAGE>

Dollar rolls involve certain risks including the following: if the
broker-dealer to whom the Portfolio sells the security becomes insolvent, the
Portfolio's right to purchase or repurchase the security subject to the dollar
roll may be restricted and the instrument the Portfolio is required to
repurchase may be worth less than an instrument the Portfolio originally held.
Successful use of dollar rolls will depend upon the Adviser's ability to predict
correctly interest rates and in the case of mortgage dollar rolls, mortgage
prepayments. For these reasons, there is no assurance that dollar rolls can be
successfully employed.

Standby Commitments. Standby commitments are put options that entitle
holders to same day settlement at an exercise price equal to the amortized cost
of the underlying security plus accrued interest, if any, at the time of
exercise. A Portfolio may acquire standby commitments to enhance the liquidity
of portfolio securities, but only when the issuers of the commitments present
minimal risk of default. Ordinarily, the Portfolio may not transfer a standby
commitment to a third party, although it could sell the underlying municipal
security to a third party at any time. A Portfolio may purchase standby
commitments separate from or in conjunction with the purchase of securities
subject to such commitments. In the latter case, the Portfolio would pay a
higher price for the securities acquired, thus reducing their yield to maturity.
Standby commitments will not affect the dollar-weighted average maturity of the
Portfolio, or the valuation of the securities underlying the commitments.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. The Adviser may
rely upon its evaluation of a bank's credit in determining whether to support an
instrument supported by a letter of credit. Standby commitments are subject to
certain risks, including the ability of issuers of standby commitments to pay
for securities at the time the commitments are exercised; the fact that standby
commitments are not marketable by the Portfolio; and the possibility that the
maturities of the underlying securities may be different from those of the
commitments.

Interest-Rate Swaps, Mortgage Swaps, Caps, Collars and Floors. In order
to protect the value of portfolios from interest rate fluctuations and to hedge
against fluctuations in the fixed income market in which certain of the
Portfolios' investments are traded, the Portfolio may enter into interest-rate
swaps and mortgage swaps or purchase or sell interest-rate caps, floors or
collars. The Portfolio will enter into these hedging transactions primarily to
preserve a return or spread on a particular investment or portion of the
portfolio and to protect against any increase in the price of securities the
Portfolio anticipates purchasing at a later date. The Portfolio may also enter
into interest-rate swaps for non-hedging purposes. Interest-rate swaps are
individually negotiated, and the Portfolio expects to achieve an acceptable
degree of correlation between its portfolio investments and interest-rate
positions. A Portfolio will enter into interest-rate swaps only on a net basis,
which means that the two payment streams are netted out, with the Portfolio
receiving or paying, as the case may be, only the net amount of the two
payments. Interest-rate swaps do not involve the delivery of securities, other
underlying assets or principal. Accordingly, the risk of loss with respect to
interest-rate swaps is limited to the net amount of interest payments that the
Portfolio is contractually obligated to make. If the other party to an
interest-rate swap defaults, the Portfolio's risk of loss consists of the net
amount of interest payments that the Portfolio is contractually entitled to
receive. The use of interest-rate swaps is a highly specialized activity, which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. All of these investments may be
deemed to be illiquid for purposes of the Portfolio's limitation on investment
in such securities. Inasmuch as these investments are entered into for good
faith hedging purposes, and inasmuch as segregated accounts will be established
with respect to such transactions,

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SunAmerica believes such obligations do not constitute senior securities and
accordingly will not treat them as being subject to its borrowing restrictions.
The net amount of the excess, if any, of the Portfolio's obligations over its
entitlements with respect to each interest-rate swap will be accrued on a daily
basis and an amount of cash or liquid securities having an aggregate net asset
value at least equal to the accrued excess will be maintained in a segregated
account by a custodian that satisfies the requirements of the 1940 Act. The
Portfolio will also establish and maintain such segregated accounts with respect
to its total obligations under any interest-rate swaps that are not entered into
on a net basis and with respect to any interest-rate caps, collars and floors
that are written by the Portfolio.

A Portfolio will enter into these transactions only with banks and
recognized securities dealers believed by the Adviser to present minimal credit
risk in accordance with guidelines established by the Board of Directors. If
there is a default by the other party to such a transaction, the Portfolio will
have to rely on its contractual remedies (which may be limited by bankruptcy,
insolvency or similar laws) pursuant to the agreements related to the
transaction.

The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. Caps, collars and floors are
more recent innovations for which documentation is less standardized, and
accordingly, they are less liquid than swaps.

Mortgage swaps are similar to interest-rate swaps in that they
represent commitments to pay and receive interest. The notional principal
amount, upon which the value of the interest payments is based, is tied to a
reference pool or pools of mortgages.

The purchase of an interest-rate cap entitles the purchaser, to the
extent that a specified index exceeds a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling such
interest-rate cap. The purchase of an interest-rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling such interest-rate floor.

Special Situations. A "special situation" arises when, in the opinion
of the Adviser, the securities of a particular issuer will be recognized and
appreciate 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. Investment 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.

Future Developments. Each Portfolio may invest in securities and other
instruments that do not presently exist but may be developed in the future,
provided that each such investment is consistent with the Portfolio's investment
objectives, policies and restrictions and is otherwise legally permissible under
federal and state laws. The Prospectus and Statement of Additional Information
will be amended or supplemented as appropriate to discuss any such new
investments.

B-37
<PAGE>

INVESTMENT RESTRICTIONS

The Fund has adopted for each Portfolio certain investment restrictions
that are fundamental policies and cannot be changed without the approval of the
holders of a majority of that Portfolio's outstanding shares. Such majority is
defined as the vote of the lesser of (i) 67% or more of the outstanding shares
present at a meeting, if the holders of more than 50% of the outstanding shares
are present in person or by proxy or (ii) more than 50% of the outstanding
shares. All percentage limitations expressed in the following investment
restrictions are measured immediately after the relevant transaction is made.
Each Portfolio may not:

1. Invest more than 25% of the Portfolio's total assets in the
securities of issuers in the same industry. Obligations of the U.S. government,
its agencies and instrumentalities are not subject to this 25% limitation on
industry concentration.

2. Invest in real estate (including limited partnership interests but
excluding securities of companies, such as real estate investment trusts, that
deal in real estate or interests therein); provided that a Portfolio may hold or
sell real estate acquired as a result of the ownership of securities.

3. Purchase or sell commodities or commodity contracts, except to the
extent that the Portfolio may do so in accordance with applicable law and the
Prospectus and Statement of Additional Information, as they may be amended from
time to time, and without registering as a commodity pool operator under the
Commodity Exchange Act. Any Portfolio may engage in transactions in put and call
options on securities, indices and currencies, spread transactions, forward and
futures contracts on securities, indices and currencies, put and call options on
such futures contracts, forward commitment transactions, forward foreign
currency exchange contracts, interest rate, mortgage and currency swaps and
interest rate floors and caps and may purchase hybrid instruments.

4. Make loans to others except for (a) the purchase of debt securities;
(b) entering into repurchase agreements; (c) the lending of its portfolio
securities; and (d) as otherwise permitted by exemptive order of the SEC.

5. Borrow money, except that (i) each Portfolio may borrow in amounts
up to 331/3% of its total assets for temporary or emergency purposes, (ii) each
Portfolio may borrow for investment purposes to the maximum extent permissible
under the 1940 Act (i.e., presently 50% of net assets), and (iii) a Portfolio
may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities. This policy shall not prohibit a
Portfolio's engaging in reverse repurchase agreements, dollar rolls and similar
investment strategies described in the Prospectus and Statement of Additional
Information, as they may be amended from time to time.

6. Issue senior securities as defined in the 1940 Act, except that each
Portfolio may enter into repurchase agreements, reverse repurchase agreements,
dollar rolls, lend its portfolio securities and borrow money, as described
above, and engage in similar investment strategies described in the Prospectus
and Statement of Additional Information, as they may be amended from time to
time.

B-38
<PAGE>

7. Engage in underwriting of securities issued by others, except to the
extent that the Portfolio may be deemed to be an underwriter in connection with
the disposition of portfolio securities of the Portfolio.

The following additional restrictions are not fundamental policies and
may be changed by the Directors without a vote of shareholders. Each Portfolio
may not:

8. Purchase securities on margin, provided that margin deposits in
connection with futures contracts, options on futures contracts and other
derivative instruments shall not constitute purchasing securities on margin.

9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and, to the extent related to the
segregation of assets in connection with the writing of covered put and call
options and the purchase of securities or currencies on a forward commitment or
delayed-delivery basis and collateral and initial or variation margin
arrangements with respect to forward contracts, options, futures contracts and
options on futures contracts. In addition, a Portfolio may pledge assets in
reverse repurchase agreements, dollar rolls and similar investment strategies
described in the Prospectus and Statement of Additional Information, as they may
be amended from time to time.

10. Invest in securities of other registered investment companies,
except by purchases in the open market, involving only customary brokerage
commissions and as a result of which not more than 10% of its total assets
(determined at the time of investment) would be invested in such securities, or
except as part of a merger, consolidation or other acquisition.

11. Enter into any repurchase agreement maturing in more than seven
days or investing in any other illiquid security if, as a result, more than 15%
of a Portfolio's net assets would be so invested. Restricted securities eligible
for resale pursuant to Rule 144A under the Securities Act that have a readily
available market, and commercial paper exempted from registration under the
Securities Act pursuant to Section 4(2) of that Act that may be offered and sold
to "qualified institutional buyers" as defined in Rule 144A, which the Adviser
has determined to be liquid pursuant to guidelines established by the Directors,
will not be considered illiquid for purposes of this 15% limitation on illiquid
securities.

DIRECTORS AND OFFICERS

The following table lists the Directors and executive officers of the
Fund, their ages, business addresses, and principal occupations during the past
five years. The SunAmerica Mutual Funds ("SAMF") consist of SunAmerica Equity
Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc. and the
Fund. An asterisk indicates those Directors who are interested persons of the
Fund within the meaning of the 1940 Act.

B-39
<PAGE>

Position Principal Occupations
Name, Age and Address with the Fund During Past 5 Years
- --------------------- ------------- -------------------
<S> <C> <C>
S. James Coppersmith, 66 Director Retired; formerly, President and General
7 Elmwood Road Manager, WCVB-TV, a division of the
Marblehead, MA 01945 Hearst Corporation, (1982 to 1994);
Director/ Trustee of SAMF and Anchor
Series Trust ("AST").
Samuel M. Eisenstat, 58 Chairman of the Attorney, solo practitioner; Of Counsel,
430 East 86th Street Board Kramer, Levin, Naftalis & Frankel;
New York, NY 10028 Chairman of the Boards of
Directors/Trustees of SAMF and AST.
Stephen J. Gutman, 55 Director Partner and Managing Member of B.B.
515 East 79th Street Associates LLC (menswear specialty
New York, NY 10021 retailing and other activities) since June
1988; Director/Trustee of SAMF and
AST.
Peter A. Harbeck,*45 Director and Director and President, SunAmerica Asset
The SunAmerica Center President Management Corp. ("SunAmerica");
733 Third Avenue Director, SunAmerica Capital Services,
New York, NY 10017-3204 Inc. ("SACS"), since August 1993;
Director and President, SunAmerica Fund
Services, Inc. ("SAFS"), since May 1988;
President, SAMF and AST; Executive Vice
President and Chief Operating Officer,
SunAmerica, from May 1988 to August 1995;
Executive Vice President, SACS, from
November 1991 to August 1995; Director,
Resources Trust Company.
Sebastiano Sterpa, 69 Director Founder and Chairman of the Board of the
73473 Mariposa Drive Sterpa Group (real estate) since 1962;
Palm Desert, CA 92260 Director, Real Estate Business Service
and Countrywide Financial; Director/
Trustee of SAMF.
J. Steven Neamtz,* 38 Vice President Executive Vice President, SunAmerica,
The SunAmerica Center since April 1996; Director and President,
733 Third Avenue SACS, since April 1996; formerly,
New York, NY 10017-3204 Executive Vice President, New England
Funds, L.P. from July 1990 to April 1996.

</TABLE>

B-40
<PAGE>

Position Principal Occupations
Name, Age and Address with the Fund During Past 5 Years
- --------------------- ------------- -------------------
<S> <C> <C>
Peter C. Sutton, *34 Treasurer Senior Vice President, SunAmerica, since The
SunAmerica Center April 1997; Treasurer, SAMF and AST,
733 Third Avenue since February 1996; Vice President and
New York, NY 10017-3204 Assistant Treasurer of SAST and APF,
since 1994; Vice President, Seasons, since
April 1997; formerly, Vice President,
SunAmerica, from 1994 to 1997; Controller,
SAMF and AST, from March 1993 to February
1996; Assistant Controller, SAMF and AST,
from 1990 to 1993.

Robert M. Zakem, 41 Secretary and Chief Senior Vice President and General Counsel,
The SunAmerica Center Compliance Officer SunAmerica, since April 1993; Executive Vice
733 Third Avenue President, General Counsel and Director,
New York, NY 10017-3204 SACS, since August 1993; Vice President,
General Counsel and Assistant Secretary,
SAFS, since January 1994; Vice President,
SunAmerica Series Trust, Anchor Pathway and
Seasons Series Trust; Assistant Secretary,
SunAmerica Series Trust and Anchor Pathway
Fund, since September 1993; Assistant
Secretary, Seasons Series Trust, since April
1997; formerly, Vice President and Associate
General Counsel, SunAmerica, from March 1992
to April 1993.
</TABLE>

*A trustee who may be deemed to be an interested person as that term is defined
in the 1940 Act.

The Directors of the Fund are responsible for the overall supervision
of the operation of the Fund and each Portfolio and perform various duties
imposed on directors of investment companies by the 1940 Act and under the
Fund's articles of incorporation. Directors and officers of the Fund are also
Directors and officers of some or all of the other investment companies managed,
administered or advised by SunAmerica, and distributed by SunAmerica Capital
Services ("SACS" or the "Distributor") and other affiliates.

The Fund pays each Director who is not an interested person of the
Fund, SunAmerica or any Adviser, nor a party to any Management Agreement or
Subadvisory Agreement (collectively, the "Disinterested Directors") annual
compensation in addition to reimbursement of out-of-pocket expenses in
connection with attendance at meetings of the Directors. Specifically, each
Disinterested Director receives an aggregate of up to $60,000 in annual
compensation for acting as director or trustee to SAMF and/or AST, a pro rata
portion of which, based on relative net assets, is borne by the Fund.

B-41
<PAGE>

In addition, each Disinterested Director also serves on the Audit
Committee of the Board of Directors. The Audit Committee is charged with
recommending to the full Board the engagement or discharge of the Fund's
independent accountants; directing investigations into matters within the scope
of the independent accountants' duties; reviewing with the independent
accountants the audit plan and results of the audit; approving professional
services provided by the independent accountants and other accounting firms
prior to the performance of such services; reviewing the independence of the
independent accountants; considering the range of audit and non-audit fees; and
preparing and submitting Committee minutes to the full Board. Each member of the
Audit Committee receives an aggregate of up to $5,000 in annual compensation for
serving on the Audit Committees of SAMF and/or AST, a pro rata portion of which,
based on relative net assets, is borne by the Fund. The Fund also has a
Nominating Committee, comprised solely of Disinterested Directors, which
recommends to the Directors those persons to be nominated for election as
Directors by shareholders and selects and proposes nominees for election by
Directors between shareholders' meetings. Members of the Nominating Committee
serve without compensation.

The Directors (and Trustees) of SAMF and AST have adopted the
SunAmerica Disinterested Trustees' and Directors' Retirement Plan (the
"Retirement Plan") effective January 1, 1993 for the Disinterested Directors.
The Retirement Plan provides generally that if a Disinterested Director who has
at least 10 years of consecutive service as a Disinterested Director of any of
SAMF or AST (an "Eligible Director") retires after reaching age 60 but before
age 70 or dies while a Director, such person will be eligible to receive a
retirement or death benefit from each SunAmerica Mutual Fund with respect to
which he or she is an Eligible Director. With respect to Sebastiano Sterpa, the
Disinterested Directors have determined to make an exception to existing policy
and allow Mr. Sterpa to remain on the Board past age 70, until he has served for
ten years. Mr. Sterpa will cease accruing retirement benefits upon reaching age
70, although such benefits will continue to accrue interest as provided for in
the Retirement Plan. As of each birthday, prior to the 70th birthday, each
Eligible Director will be credited with an amount equal to (i) 50% of his or her
regular fees (excluding committee fees) for services as a Disinterested Director
of each SunAmerica mutual fund for the calendar year in which such birthday
occurs, plus (ii) 8.5% of any amounts credited under clause (i) during prior
years. An Eligible Director may receive any benefits payable under the
Retirement Plan, at his or her election, either in one lump sum or in up to
fifteen annual installments.

The following table sets forth information summarizing the compensation
that the Fund paid each Disinterested Director for his services as Director for
the fiscal year ended October 31, 1999. The Directors who are interested persons
of the Fund receive no compensation.

B-42

<PAGE>

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total
Pension or Compensation from
Aggregate Retirement Benefits Estimated Annual Registrant and
Compensation Accrued as Part of Benefits Upon Fund Complex Paid
Director from Fund Fund Expenses* Retirement*+ to Directors*
- -------- --------- -------------- ------------ -------------
<S> <C> <C> <C> <C>
S. James Coppersmith $ 13,416 $ 44,520 $29,670 $65,000
Samuel M. Eisenstat** 14,037 39,203 46,083 69,000
Stephen J. Gutman 13,416 40,593 60,912 65,000
Sebastiano Sterpa*** 13,537 19,734 7,900 43,333
</TABLE>

* Information is for the five investment companies in the complex that pay
fees to these directors/trustees. The complex consists of SAMF and AST.
** Mr. Eisenstat receives additional compensation for serving as Chairman
of each of the boards in the complex, $300 of which is payable by the
Fund.
*** Mr. Sterpa is not a trustee of AST.
+ Assuming participant elects to receive benefits in 15 yearly installments.

As of February 18, 2000, the Directors and officers of the Fund owned in
the aggregate less than 1% of each Portfolio's total outstanding shares.

The following shareholders owned of record or beneficially 5% or more of
the indicated Portfolio Class' shares outstanding as of February 18, 2000:
Focused Value Portfolio - Class A - SunAmerica Inc., Los Angeles, CA 90067
- - owned of record 7%; PaineWebber for the benefit of the William Soroka 1989
Trust, San Diego, CA 92108 - owned of record 9%; Class B - Merrill Lynch,
Pierce, Fenner & Smith, Inc. ("Merrill Lynch"), Jacksonville, FL 32246 - owned
of record 11%; Focus Portfolio - Class B - Merrill Lynch, Jacksonville, FL 32246
- - owned of record 8%; Class Z - Fidelity Investment Institutional Operations Co.
("FIIOC") as Agent for Certain Employee Benefit Plans, Covington, KY 41015 -
owned of record 18%; FIIOC as Agent for Certain Non - Qualified Employee Benefit
Plans, Covington, KY 41015 - owned of record 16%; Aggressive Growth Portfolio -
Class B - Merrill Lynch, Jacksonville, FL 32246-owned of record 6%; Merrill
Lynch, Jacksonville, FL 32246 - owned of record 14%; Mid - Cap Growth Portfolio
- - Class A - SunAmerica, Inc., Los Angeles, CA 90067 - owned of record 5%; Class
B - Merrill Lynch, Jacksonville, FL 32245 - owned of record 8%; Class II -
Merrill Lynch, Jacksonville, FL 32246 - owned of record 18%; International
Equity Portfolio - Class A - SunAmerica, Inc., Los Angeles, CA 90067 - owned of
record 7%; Class B - Merrill Lynch, Jacksonville, FL 32246-owned of record 5%;
Class II - Merrill Lynch, Jacksonville, FL 32246 - owned of record 9%; Class Z -
FIIOC as Agent for Certain Employee Benefit Plans, Covington KY 41015 - owned of
record 100%; Value Portfolio - Class B-Merrill Lynch, Jacksonville, FL 32246 -
owned of record 8%; Class II - Merrill Lynch, Jacksonville, FL 32246 - owned of
record 14%; Class Z - FIIOC as Agent for Certain Employee Benefit Plans,
Covington, KY 41015 - owned of record 81%; FIIOC as Agent for Certain Non -
Qualified Employee Benefit Plans, Covington, KY 41015 - owned of record 14%;
Small - Cap Value Portfolio - Class B - Merrill Lynch, Jacksonville, FL 32246 -
owned of record 12%; Class II - Merrill Lynch, Jacksonville FL 32246 - owned of
record 12%; Class Z - FIIOC as Agent for Certain Employee Benefit Plans,
Covington, KY 41015 - owned of record 77%; FIIOC as Agent for Certain Non -
Qualified Employee Benefit Plans, Covington, KY 41015 - owned of record 22%;
Large - Cap Value Portfolio - Class A - SunAmerica, Inc., Los Angeles, CA 90067
- - owned of record 5%; Class B - Merrill Lynch, Jacksonville, FL 32246 - owned of
record 7%; Class II - Merrill Lynch, Jacksonville, FL 32246-owned of record 6%;
Class Z - FIIOC as Agent for Certain Employee Benefit Plans, Covington, KY 41015
- - owned of record 29%; FIIOC as Agent for Certain Non - Qualified Employee
Benefit Plans, Covington, KY 41015 - owned of record 70%; Large - Cap Growth
Portfolio - Class B - Merrill Lynch, Jacksonville, FL 32246 - owned of record
8%; Class II - Merrill Lynch, Jacksonville, FL 32246 - owned of record 6%. A
shareholder who owns beneficially, directly or indirectly, 25% or more of a
Portfolio's outstanding voting securities may be deemed to "control" (as defined
in the 1940 Act) that Portfolio.

B-43
<PAGE>

ADVISERS, DISTRIBUTOR AND ADMINISTRATOR

SunAmerica Asset Management Corp. SunAmerica, which was organized as a Delaware
corporation in 1982, is located at The SunAmerica Center, 733 Third Avenue, New
York, NY 10017-3204, and acts as the investment manager to each of the
Portfolios pursuant to the Investment Advisory and Management Agreement (the
"Management Agreement") with the Fund, on behalf of each Portfolio. SunAmerica
is a wholly-owned subsidiary of SunAmerica Inc., which in turn is a wholly-owned
subsidiary of American International Group, Inc. ("AIG"), the leading U.S.-based
international insurance organization. AIG, a Delaware corporation, is a holding
company that through its subsidiaries is primarily engaged in a broad range of
insurance and insurance related activities and financial services in the United
States and abroad. AIG, through its subsidiaries, is also engaged in a range of
financial services activities. As of December 31, 1999, SunAmerica managed more
than $27 billion of assets.

Under the Management Agreement, and except as delegated to the Advisers
under the Subadvisory Agreements (as defined below), SunAmerica manages the
investment of the assets of each Portfolio and obtains and evaluates economic,
statistical and financial information to formulate and implement investment
policies for each Portfolio. Any investment program undertaken by SunAmerica
will at all times be subject to the policies and control of the Directors.
SunAmerica also provides certain administrative services to each Portfolio.

Except to the extent otherwise specified in the Management Agreement,
each Portfolio pays, or causes to be paid, all other expenses of the Fund and
each of the Portfolios, including, without limitation, charges and expenses of
any registrar, custodian, transfer and dividend disbursing agent; brokerage
commissions; taxes; engraving and printing of share certificates; registration
costs of the Portfolios and their shares under federal and state securities
laws; the cost and expense of printing, including typesetting, and distributing
Prospectuses and Statements of Additional Information respecting the Portfolios,
and supplements thereto, to the shareholders of the Portfolios; all expenses of
shareholders' and Directors' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; all expenses incident to any
dividend, withdrawal or redemption options; fees and expenses of legal counsel
and independent accountants; membership dues of industry associations; interest
on borrowings of the Portfolios; postage; insurance premiums on property or
personnel (including Officers and Directors) of the Fund that inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification relating thereto); and
all other costs of the Fund's operation.

The annual rate of the investment advisory fees that apply to each
Portfolio are set forth in the Prospectus.

B-44
<PAGE>

SunAmerica has agreed to waive fees or reimburse expenses, if
necessary, to keep operating expenses at or below an annual rate of 1.78% of the
assets of Class A shares and 2.43% of the assets of Class B and Class II shares
for each such Portfolio (other than the International Equity Portfolio) and
2.03% of the assets of Class A shares and 2.68% of the assets of Class B and
Class II shares for the International Equity Portfolio. With respect to the
Focus Portfolio, SunAmerica has agreed to waive fees or reimburse expenses, if
necessary, to keep operating expenses at or below an annual rate of 1.45% of the
assets of Class A shares and 2.10% of the assets of Class B and Class II shares
for the Portfolio. SunAmerica also may voluntarily waive or reimburse additional
amounts to increase the investment return to a Portfolio's investors. Further,
any waivers or reimbursements made by SunAmerica with respect to a Portfolio are
subject to recoupment from that Portfolio within the following two years,
provided that the Portfolio is able to effect such payment to SunAmerica and
remain in compliance with the foregoing expense limitations. The potential
reimbursements are accounted for as possible contingent liabilities that are not
recordable on the balance sheet of a Portfolio until collection is probable, but
appear as footnote disclosure to each Portfolio's financial statements. At such
time as it appears probable that a Portfolio is able to effect such
reimbursement and that SunAmerica intends to seek such reimbursement, the amount
of the reimbursement will be accrued as an expense of the Portfolio for that
current period.

The Management Agreement continues in effect with respect to each
Portfolio, for a period of two years from the date of execution unless
terminated sooner, and thereafter from year to year, if approved at least
annually by vote of a majority of the Directors or by the holders of a majority
of the respective Portfolio's outstanding voting securities. Any such
continuation also requires approval by a majority of the Disinterested Directors
by vote cast in person at a meeting called for such purpose. The Management
Agreement may be terminated with respect to a Portfolio at any time, without
penalty, on 60 days' written notice by the Directors, by the holders of a
majority of the respective Portfolio's outstanding voting securities or by
SunAmerica. The Management Agreement automatically terminates with respect to
each Portfolio in the event of its assignment (as defined in the 1940 Act and
the rules thereunder).

Under the terms of the Management Agreement, SunAmerica is not liable
to the Portfolios, or their shareholders, for any act or omission by it or for
any losses sustained by the Portfolios or their shareholders, except in the case
of willful misfeasance, bad faith, gross negligence or reckless disregard of
duty.

The Advisers.

Fred Alger Management, Inc. ("Alger"), American Century Investment Management,
Inc. ("American Century"), Bankers Trust Company ("BT"), Berger Associates, Inc.
("Berger"), Credit Suisse Asset Management, LLC ( "CSAM"), Davis Selected
Advisers, L.P. ("Davis"), EQSF Advisers, Inc. ("Third Avenue"), Janus Capital
Corporation ("Janus"), Jennison Associates LLC ("Jennison"), Lazard Asset
Management ("Lazard "), Marsico Capital Management, LLC ("Marsico"), Miller
Anderson & Sherrerd, LLP ("MAS"), Montag & Caldwell, Inc. ("Montag & Caldwell"),
Neuberger Berman, LLC ("Neuberger Berman"), Rowe Price-Fleming International,
Inc. ("Rowe-Fleming"), T. Rowe Price Associates, Inc. ("T. Rowe Price"),
Thornburg Investment Management, Inc. ("Thornburg"), and Wellington Management
Company, LLP

B-45
<PAGE>

("Wellington Management") act as Advisers to certain of the Portfolios pursuant
to various subadvisory agreements with SunAmerica. SunAmerica advises a portion
of the Aggressive Growth Portfolio, Mid- Cap Growth and the Focused Growth and
Income Portfolio.

STYLE-BASED PORTFOLIOS

<TABLE>
<CAPTION>
PORTFOLIO PORTFOLIO MANAGEMENT ALLOCATED
AMONG THE FOLLOWING ADVISERS
<S> <C>
Large-Cap Growth Portfolio Janus
Jennison
Montag & Caldwell

Mid-Cap Growth Portfolio MAS
T. Rowe Price
SunAmerica

Aggressive Growth Portfolio Janus
SunAmerica
CSAM

Large-Cap Value Portfolio Thornburg
Davis
Wellington Management

Value Portfolio American Century
Davis
Neuberger Berman

Small-Cap Value Portfolio Berger*
Lazard
Third Avenue
</TABLE>

* Pursuant to an agreement between Berger and Perkins, Wolf, McDonnell &
Company ("PWM"), PWM manages Berger's portion of the Small Cap Value
Portfolio.

STYLIZED PORTFOLIOS

<TABLE>
<S> <C>
Focus Portfolio Alger
Jennison
Marsico

International Equity Portfolio BT
Rowe-Fleming

Focused Growth and Income SunAmerica
Portfolio Marsico
</TABLE>

B-46
<PAGE>

Each of the other Advisers is independent of SunAmerica and discharges its
responsibilities subject to the policies of the Directors and the supervision of
SunAmerica, which pays the other Advisers' fees. Alger is wholly-owned by its
principals. American Century is a wholly-owned subsidiary of American Century
Companies, Inc. Berger is a wholly-owned subsidiary of Kansas City Southern
Industries, Inc. ("KCSI"). BT is a wholly-owned subsidiary of Bankers Trust New
York Corporation. CSAM is a member of Credit Suisse Asset Management, the
institutional arm of Credit Suisse Group. Davis' sole general partner is Venture
Advisers, Inc. Shelby M.C. Davis is the controlling shareholder of the general
partner. Janus is controlled by KCSI, which owns approximately 83% of the
outstanding voting stock of Janus. KCSI is a publicly traded holding company
with principal operations in rail transportation and financial asset management
businesses. Thomas H. Bailey, President and Chairman of the Board of Janus owns
approximately 12% of its voting stock and, by agreement with KCSI, selects a
majority of Janus' Board. Jennison is wholly-owned by The Prudential Insurance
Company of America. Lazard is a division of Lazard Freres & Co. LLC, a New York
limited liability company. Thomas F. Marsico owns 50% of Marsico's voting stock
and Bank of America owns 50% of Marsico's voting stock. MAS is a wholly- owned
indirect subsidiary of Morgan Stanley Dean Witter & Co., a financial services
company. Montag & Caldwell is an indirect wholly-owned subsidiary of Alleghany
Corporation. Robert H. Perkins owns 49% of PWM's outstanding common stock.
Rowe-Fleming is owned by T. Rowe Price, Flemings and Jardine Fleming Group
Limited. T. Rowe Price is a publicly traded company. Third Avenue is controlled
by Martin J. Whitman. Thornburg is a privately held company. The following
persons are managing partners of Wellington Management: Robert W. Doran, Duncan
M. McFarland and John R. Ryan.

As described in the Prospectus, SunAmerica will initially allocate the
assets of each Portfolio equally among the Advisers for that Portfolio, and
subsequently allocations of new cash flow and of redemption requests will be
made equally among the Advisers of each Portfolio unless SunAmerica determines,
subject to the review of the Directors, that a different allocation of assets
would be in the best interests of a Portfolio and its shareholders. The Fund
expects that differences in investment returns among the portions of a Portfolio
managed by different Advisers will cause the actual percentage of a Portfolio's
assets managed by each Adviser to vary over time. In general, a Portfolio's
assets once allocated to one Adviser will not be reallocated (or "rebalanced")
to another Adviser for the Portfolio. However, SunAmerica reserves the right,
subject to the review of the Board, to reallocate assets from one Adviser to
another when deemed in the best interests of a Portfolio and its shareholders
including when the assets managed by an Adviser exceed that portion managed by
any other Adviser to the Portfolio. 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.

Each Adviser is paid monthly by SunAmerica a fee equal to a percentage
of the average daily net assets of the Portfolio allocated to the Adviser. In
addition, with respect to the Focus Portfolio, SunAmerica has agreed to pay an
additional $50,000 to the Adviser with the highest total return for its portion
of the Portfolio for each calendar year. The aggregate annual rates, as a
percentage of daily net

B-47
<PAGE>

assets, of the fees payable by SunAmerica to the Advisers for each Portfolio may
vary according to the level of assets of each Portfolio. For the fiscal year
ended October 31, 1999, SunAmerica paid fees to the Advisers equal to the
following aggregate annual rates, expressed as a percentage of the assets of
each Portfolio: Large-Cap Growth Portfolio, 0.47%; Mid-Cap Growth Portfolio,
0.47%; Aggressive Growth Portfolio, 0.36%; Large-Cap Value Portfolio, 0.43%;
Value Portfolio, 0.49%; Small-Cap Value Portfolio, 0.55%; Focus Portfolio 0.40%;
Focused Growth and Income Portfolio, 0.28%; and International Equity Portfolio,
0.70%.

The following table sets forth the total advisory fees incurred by each
Portfolio pursuant to the Management Agreement, or waived by the Adviser, for
the fiscal years ended October 31, 1999, 1998 and 1997.

ADVISORY FEES

PORTFOLIO ADVISORY FEES* ADVISORY FEES WAIVED
- --------- -------------- --------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Large-Cap Growth
Portfolio $ 785,224 $ 332,529 $ 11,611 $ 203,579 $ 241,841 $ 6,846
Mid-Cap Growth
Portfolio $ 1,172,218 $ 839,531 $ 390,221 $ 130,821 $ 251,561 $ 132,696
Aggressive Growth
Portfolio $ 2,151,676 $ 1,251,124 $ 533,055 $ 130,458 $ 332,668 $ 136,500
Large-Cap Value
Portfolio $ 555,008 $ 353,448 $ 11,729 $ 88,200 $ 212,042 $ 6,854
Value Portfolio $ 1,856,050 $ 1,934,440 $ 671,560 $ 30,057 $ 319,914 $ 188,985
Small-Cap Value
Portfolio $ 471,171 $ 393,742 $ 12,079 $ 131,079 $ 242,130 $ 6,891
Focus Portfolio** $ 3,073,664 $ 238,994 - $ 569,111 $ 89,221 -
Focused Growth $ 450,966 $ 287,134 $ 11,730 $ 165,213 $ 172,983 $ 6,854
and Income
Portfolio
(previously known
as the Large-Cap
Blend Portfolio)
International
Equity Portfolio $ 945,209 $ 877,072 $ 440,671 $ 195,923 $ 344,811 $ 147,973
</TABLE>

- ---------------------

* Without giving effect to fee waivers.
** From date of inception of June 1, 1998.

B-48
<PAGE>

The Subadvisory Agreements continue in effect for a period of two years
from the date of their execution, unless terminated sooner. Thereafter, they may
be renewed from year to year, so long as continuance is specifically approved at
least annually in accordance with the requirements of the 1940 Act. The
Subadvisory Agreements provide that they will terminate in the event of an
assignment (as defined in the 1940 Act) or upon termination of the Management
Agreement. Under the terms of the Subadvisory Agreements, no Adviser is liable
to the Portfolios, or their shareholders, for any act or omission by it or for
any losses sustained by the Portfolios or their shareholders, except in the case
of willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties. SunAmerica may terminate any agreement with an Adviser
without shareholder approval. Moreover, SunAmerica has received an exemptive
order from the SEC 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 Funds, 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 will be notified of any Adviser changes.

The following table sets forth the total subadvisory fees incurred by
each Portfolio pursuant to the Subadvisory Agreements, for the fiscal years
ended October 31, 1999, 1998 and 1997.

SUBADVISORY FEES

<TABLE>
<CAPTION>
PORTFOLIO SUBADVISORY FEES
- --------- ----------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Large-Cap Growth Portfolio $369,324 $160,671 $5,613
Mid-Cap Growth Portfolio $555,329 $399,530 $195,077
Aggressive Growth Portfolio $783,872 $481,178 $199,051
Large-Cap Value Portfolio $240,450 $147,744 $4,769
Value Portfolio $909,450 $959,440 $333,308
Small-Cap Value Portfolio $258,986 $216,474 $6,649
Focus Portfolio* $1,448,979 $112,346 --
Focused Growth and Income Portfolio $128,079 $119,228 $3,714
(previously known as the Large-Cap Blend
Portfolio)
International Equity Portfolio $554,455 $527,676 $259,404
</TABLE>

- ----------------------
* From date of inception of June 1, 1998.

B-49
<PAGE>

Personal Trading. The Fund and SunAmerica have adopted a written Code of Ethics
(the "SunAmerica Code"), which prescribes general rules of conduct and sets
forth guidelines with respect to personal securities trading by "Access Persons"
thereof. An Access Person as defined in the SunAmerica Code as an individual who
is a trustee, director, officer, general partner or advisory person of the Fund
or SunAmerica. The guidelines on personal securities trading include: (i)
securities being considered for purchase or sale, or purchased or sold, by any
investment company advised by SunAmerica, (ii) Initial Public Offerings, (iii)
private placements, (iv) blackout periods, (v) short-term trading profits, (vi)
gifts, and (vii) services as a director. These guidelines are substantially
similar to those contained in the Report of the Advisory Group on Personal
Investing issued by the Investment Company Institute's Advisory Panel.
SunAmerica reports to the Board of Directors on a quarterly basis, as to whether
there were any violations of the SunAmerica Code by Access Persons of the Fund
or SunAmerica during the quarter.

The Advisers have each adopted a written Code of Ethics, and have
represented that the provisions of such Code of Ethics are substantially similar
to those in the SunAmerica Code. Further, the Advisers report to SunAmerica on a
quarterly basis, as to whether there were any Code of Ethics violations by
employees thereof who may be deemed Access Persons of the Fund insofar as such
violations related to the Fund. In turn, SunAmerica reports to the Board of
Directors as to whether there were any violations of the SunAmerica Code by
Access Persons of the Fund or SunAmerica.

The Distributor. The Fund, on behalf of each Portfolio, has entered into a
distribution agreement (the "Distribution Agreement") with SunAmerica Capital
Services, Inc. (the "Distributor"), a registered broker-dealer and an indirect
wholly owned subsidiary of AIG, to act as the principal underwriter in
connection with the continuous offering of each class of shares of each
Portfolio. The address of the Distributor is The SunAmerica Center, 733 Third
Avenue, New York, NY 10017-3204. The Distribution Agreement provides that the
Distributor has the exclusive right to distribute shares of the Portfolios
through its registered representatives and authorized broker-dealers. The
Distribution Agreement also provides that the Distributor will pay the
promotional expenses, including the incremental cost of printing prospectuses,
annual reports and other periodic reports respecting each Portfolio, for
distribution to persons who are not shareholders of such Portfolio and the costs
of preparing and distributing any other supplemental sales literature. However,
certain promotional expenses may be borne by the Portfolio (see "Distribution
Plans" below).

SACS serves as Distributor of Class Z shares, with respect to the
Aggressive Growth Portfolio, Large-Cap Value Portfolio, Value Portfolio,
Small-Cap Value Portfolio, Focus Portfolio and International Equity Portfolio
and incurs the expenses of distributing the Portfolios' Class Z shares under the
Distribution Agreement, none of which are reimbursed or paid by the Fund.

The Distribution Agreement with respect to each Portfolio will
remain in effect for two years from the date of execution unless terminated
sooner, and thereafter from year to year if such continuance is approved at
least annually by the Directors, including a majority of the Disinterested
Directors. The Fund and the Distributor each has the right to terminate the
Distribution Agreement with respect to a Portfolio on 60 days' written notice,
without penalty. The Distribution Agreement will terminate automatically in the
event of its assignment as defined in the 1940 Act and the rules thereunder.

B-50
<PAGE>

The Distributor may, from time to time, pay additional commissions
or promotional incentives to brokers, dealers or other financial services firms
that sell shares of the Portfolios. In some instances, such additional
commissions, fees or other incentives may be offered only to certain firms,
including Royal Alliance Associates, SunAmerica Securities, Inc., Koegler Morgan
& Company, Financial Service Corporation and Advantage Capital Corporation,
affiliates of the Distributor, that sell or are expected to sell during
specified time periods certain minimum amounts of shares of the Portfolios, or
of other funds underwritten by the Distributor. In addition, the terms and
conditions of any given promotional incentive may differ from firm to firm. Such
differences will, nevertheless, be fair and equitable, and based on such factors
as size, geographic location, or other reasonable determinants, and will in no
way affect the amount paid to any investor.

Distribution Plans. As indicated in the Prospectus, the Directors of the Fund
have adopted Distribution Plans (the "Class A Plan," the "Class B Plan" and the
"Class II Plan" and collectively, the "Distribution Plans") pursuant to Rule
12b-1 under the 1940 Act. There is no Distribution Plan in effect for Class Z
shares. Reference is made to "Fund Management - Distributor" in the Prospectus
for certain information with respect to the Distribution Plans.

Under the Class A Plan, the Distributor may receive payments from a
Portfolio at an annual rate of up to 0.10% of average daily net assets of such
Portfolio's Class A shares to compensate the Distributor and certain securities
firms for providing sales and promotional activities for distributing that class
of shares. Under the Class B and Class II Plans, the Distributor may receive
payments from a Portfolio at the annual rate of up to 0.75% of the average daily
net assets of such Portfolio's Class B and Class II shares to compensate the
Distributor and certain securities firms for providing sales and promotional
activities for distributing each such class of shares. The distribution costs
for which the Distributor may be reimbursed out of such distribution fees
include fees paid to broker-dealers that have sold Portfolio shares, commissions
and other expenses such as sales literature, prospectus printing and
distribution and compensation to wholesalers. It is possible that in any given
year the amount paid to the Distributor under the Class A Plan, the Class B Plan
or the Class II Plan will exceed the Distributor's distribution costs as
described above. The Distribution Plans provide that each class of shares of
each Portfolio may also pay the Distributor an account maintenance and service
fee of up to 0.25% of the aggregate average daily net assets of such class of
shares for payments to broker-dealers for providing continuing account
maintenance. In this regard, some payments are used to compensate broker-dealers
with trail commissions or account maintenance and service fees in an amount up
to 0.25% per year of the assets maintained in a Portfolio by their customers.

B-51
<PAGE>

DISTRIBUTION AND ACCOUNT MAINTENANCE AND SERVICE FEES

<TABLE>
<CAPTION>
PORTFOLIO 1999 1998 1997
- --------- ---- ---- ----
Class A Class B Class II* Class A Class B Class II* Class A Class B Class C*
------- ------- ---------- ------- ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Large-Cap $77,434 $421,059 $142,925 $55,924 $139,218 $33,528 $3,983 $173 $59
Growth
Portfolio
Mid-Cap $132,141 $680,834 $113,839 $93,555 $499,157 $73,073 $73,691 $164,888 $14,787
Growth
Portfolio
Aggressive $289,200 $1,142,751 $177,291 $175,991 $660,563 $86,457 106,377 $209,795 $19,327
Growth
Portfolio
Large-Cap $51,738 $319,565 $85,348 $47,457 $182,997 $34,082 $3,986 $281 $60
Value Portfolio
Value Portfolio $229,141 $1,057,857 $142,408 $251,405 1,072,774 $143,031 116,913 $309,027 $28,306
Small-Cap $54,357 $246,745 $67,918 $51,869 $202,927 $42,055 $3,849 $900 $184
Value Portfolio
Focus $334,465 $1,443,431 $1,214,056 $29,757 $107,744 $88,405 -- -- --
Portfolio**
Focused $52,419 $237,408 $63,787 $58,296 $106,640 $13,933 $4,000 $239 $63
Growth and
Income
Portfolio
International $100,842 $474,505 $95,731 $90,504 $474,411 $63,753 $77,057 $162,796 $17,650
Equity
Portfolio
</TABLE>

- -------------------
* Class II shares of all Portfolios except the Focus Portfolio were
previously designated as Class C until December 1, 1998.
** From date of inception of June 1, 1998.

Continuance of the Distribution Plans with respect to each
Portfolio is subject to annual approval by vote of the Directors, including a
majority of the Disinterested Directors who have no direct or indirect financial
interest in the operation of the Plans or in any agreements related to the Plans
(the "Independent Directors"). A Distribution Plan may not be amended to
increase materially the amount authorized to be spent thereunder with respect to
a class of shares of a Portfolio, without approval of the shareholders of the
affected class of shares of the Portfolio. In addition, all material amendments
to the Distribution Plans must be approved by the Directors in the manner
described

B-52
<PAGE>

above. A Distribution Plan may be terminated at any time with respect to a
Portfolio without payment of any penalty by vote of a majority of the
Independent Directors or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the affected class of shares of the
Portfolio. So long as the Distribution Plans are in effect, the election and
nomination of the Independent Directors of the Fund shall be committed to the
discretion of the Independent Directors. In the Directors' quarterly review of
the Distribution Plans, they will consider the continued appropriateness of, and
the level of, compensation provided in the Distribution Plans. In their
consideration of the Distribution Plans with respect to a Portfolio, the
Directors must consider all factors they deem relevant, including information as
to the benefits of the Portfolio and the shareholders of the relevant class of
the Portfolio.

The Administrator. The Fund has entered into a Service Agreement, under the
terms of which SunAmerica Fund Services ("SAFS"), an indirect wholly-owned
subsidiary of AIG, acts as a servicing agent assisting State Street Bank and
Trust Company ("State Street") in connection with certain services offered to
the shareholders of each of the Portfolios. Under the terms of the Service
Agreement, SAFS may receive reimbursement of its costs in providing such
shareholder services. SAFS is located at The SunAmerica Center, 733 Third
Avenue, New York, NY 10017-3204.

The Service Agreement will remain in effect for two years from the
date of approval with respect to each Portfolio and from year to year thereafter
provided its continuance is approved annually by vote of the Directors including
a majority of the Disinterested Directors.

Pursuant to the Service Agreement, as compensation for services
rendered, SAFS receives a fee from the Fund, computed and payable monthly based
upon an annual rate of 0.22% of average daily net assets. This fee represents
the full cost of providing shareholder and transfer agency services to the Fund.
From this fee, SAFS pays a fee to State Street, and its affiliate, National
Financial Data Services ("NFDS" and with State Street, the "Transfer Agent")
(other than out-of-pocket charges that would be paid by the Fund). No portion of
such fee is paid or reimbursed by Class Z shares. Class Z shares, however, will
pay all direct transfer agency fees and out-of-pocket expenses. For the fiscal
year ending October 31, 1999, the total amount paid to the Administrator by the
Fund was $2,618,850. For further information regarding the Transfer Agent see
the section entitled "Additional Information" below.

PORTFOLIO TRANSACTIONS AND BROKERAGE

As discussed in the Prospectus, the Advisers are responsible for
decisions to buy and sell securities for each respective Portfolio, selection of
broker-dealers and negotiation of commission rates. Purchases and sales of
securities on a securities exchange are effected through broker-dealers who
charge a negotiated commission for their services. Orders may be directed to any
broker-dealer including, to the extent and in the manner permitted by applicable
law, an affiliated brokerage subsidiary of SunAmerica or another Adviser.

In the over-the-counter market, securities are generally traded on
a "net" basis with dealers acting as principal for their own accounts without a
stated commission (although the price of the security usually includes a profit
to the dealer). In underwritten offerings, securities are purchased at a fixed
price, which includes an amount of compensation to the underwriter, generally
referred to

B-53
<PAGE>

as the underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.

An Adviser's primary consideration in effecting a security
transaction is to obtain the best net price and the most favorable execution of
the order. However, the Adviser may select broker- dealers that provide it with
research services-analyses and reports concerning issuers, industries,
securities, economic factors and trends-and may cause a Portfolio to pay such
broker-dealers commissions that exceed those that other broker-dealers may have
charged, if in its view the commissions are reasonable in relation to the value
of the brokerage and/or research services provided by the broker-dealer. The
research services consist of assessments and analysis of the business or
prospects of a company, industry or economic sector. Certain research services
furnished by brokers may be useful to the Adviser with respect to clients other
than the Fund and not all of these services may be used by the Adviser in
connection with the Fund. No specific value can be determined for research
services furnished without cost to the Adviser by a broker. The Advisers are of
the opinion that because the material must be analyzed and reviewed by its
staff, its receipt does not tend to reduce expenses, but may be beneficial in
supplementing the Adviser's research and analysis. Therefore, it may tend to
benefit the Portfolio by improving the quality of the Adviser's investment
advice. The investment advisory fees paid by the Portfolio are not reduced
because the Adviser receives such services. When making purchases of
underwritten issues with fixed underwriting fees, the Adviser may designate the
use of broker-dealers who have agreed to provide the Adviser with certain
statistical, research and other information.

Subject to applicable law and regulations, consideration may also
be given to the willingness of particular brokers to sell shares of a Portfolio
as a factor in the selection of brokers for transactions effected on behalf of a
Portfolio, subject to the requirement of best price and execution.

Although the objectives of other accounts or investment companies
that the Adviser manages may differ from those of the Portfolio, it is possible
that, at times, identical securities will be acceptable for purchase by one or
more of the Portfolios and one or more other accounts or investment companies
that the Adviser manages. However, the position of each account or company in
the securities of the same issue may vary with the length of the time that each
account or company may choose to hold its investment in those securities. The
timing and amount of purchase by each account and company will also be
determined by its cash position. If the purchase or sale of a security is
consistent with the investment policies of one or more of the Portfolios and one
or more of these other accounts or companies is considered at or about the same
time, transactions in such securities will be allocated in a manner deemed
equitable by the Adviser. The Adviser may combine such transactions, in
accordance with applicable laws and regulations. However, simultaneous
transactions could adversely affect the ability of a Portfolio to obtain or
dispose of the full amount of a security, which it seeks to purchase or sell, or
the price at which such security can be purchased or sold. Because each of the
Advisers to each Portfolio manages its portion of the Portfolio's assets
independently, it is possible that the same security may be purchased and sold
on the same day by two or more Advisers to the same Portfolio, resulting in
higher brokerage commissions for the Portfolio.

B-54
<PAGE>

The following tables set forth the brokerage commissions paid by
the Portfolios and the amounts of the brokerage commissions paid to affiliated
broker-dealers by the Portfolios for the fiscal years ended October 31, 1999,
1998 and 1997.

BROKERAGE COMMISSIONS

1999

<TABLE>
<CAPTION>
Percentage of
Amount of
Transactions
Percentage of Involving
Commissions Payment of
Aggregate Amount Paid to Paid to Commissions to
Brokerage Affiliated Affiliated Affiliated Broker-
PORTFOLIO Commissions Broker-Dealers Broker-Dealers Dealers
- --------- ----------- -------------- -------------- ------------------
<S> <C> <C> <C> <C>
Large-Cap Growth
Portfolio $95,625 - - -
Mid-Cap Growth Portfolio $260,747 - - -
Aggressive Growth
Portfolio $371,184 - - -
Large-Cap Value Portfolio $62,910 $36 0.06% 0.07%
Value Portfolio $554,672 $5,100 0.92% 0.83%
Small-Cap Value Portfolio $194,004 - - -
Focus Portfolio* $689,632 $2,019 0.29% 0.29%
Focused Growth and
Income Portfolio
(previously known as the
Large-Cap Blend Portfolio) $106,935 - - -
International Equity
Portfolio $417,746 $11,980 2.87% 1.71%
</TABLE>

* From date of inception of June 1, 1998.

B-55
<PAGE>

1998

Percentage of
Amount of
Transactions
Percentage of Involving
Commissions Payment of
Aggregate Amount Paid to Paid to Commissions to
Brokerage Affiliated Affiliated Affiliated Broker-
PORTFOLIO Commissions Broker-Dealers Broker-Dealers Dealers
- --------- ----------- -------------- -------------- ------------------
<S> <C> <C> <C> <C>
Large-Cap Growth
Portfolio $32,602 - - -
Mid-Cap Growth Portfolio $193,828 $9,497 4.90% 1.70%
Aggressive Growth
Portfolio $289,798 - - -
Large-Cap Value Portfolio $46,791 $54 0.10% 0.10%
Value Portfolio $443,420 $165,995 37.40% 18.10%
Small-Cap Value Portfolio $116,577 - - -
Focus Portfolio* $175,114 $13,770 7.90% 2.10%
Focused Growth and
Income Portfolio
(previously known as the
Large-Cap Blend Portfolio) $53,489 $1,140 2.10% 0.70%
International Equity $776,510 $24,201 3.10% 2.90%
Portfolio
</TABLE>

* From date of inception of June 1, 1998.

B-56
<PAGE>

1997

<TABLE>
<CAPTION>
Aggregate Percentage Paid
Brokerage Amount Paid to to Affiliated
PORTFOLIO Commissions Affiliated Broker-Dealers Broker-Dealers
- --------- ----------- ------------------------- --------------
<S> <C> <C> <C>
Large-Cap Growth Portfolio $14,945 -- --
Mid-Cap Growth Portfolio $86,452 -- --
Aggressive Growth Portfolio $128,678 -- --
Large-Cap Value Portfolio $20,352 -- --
Value Portfolio $218,608 $47,675 21.80%
Small-Cap Value Portfolio $30,356 -- --
Focused Growth and Income
Portfolio (previously known as
the Large-Cap Blend Portfolio) $17,998 -- --
International Equity Portfolio $338,366 $61,259 18.10%
</TABLE>

ADDITIONAL INFORMATION REGARDING PURCHASE OF SHARES

Upon making an investment in shares of a Portfolio, an open account
will be established under which shares of such Portfolio and additional shares
acquired through reinvestment of dividends and distributions will be held for
each shareholder's account by the Transfer Agent. Shareholders will not be
issued certificates for their shares unless they specifically so request in
writing, but no certificate is issued for fractional shares. Shareholders
receive regular statements from the Transfer Agent that report each transaction
affecting their accounts. Further information may be obtained by calling
Shareholder/Dealer Services at (800) 858-8850.

Shareholders who have met the Portfolio's minimum initial
investment may elect to have periodic purchases made through a dollar cost
averaging program. At the shareholder's election, such purchases may be made
from their bank checking or savings account on a monthly, quarterly, semi-annual
or annual basis. Purchases can be made via electronic funds transfer through the
Automated Clearing House or by physical draft check. Purchases made via physical
draft check require an authorization card to be filed with the shareholder's
bank.

Shares of the Portfolios are sold at the respective net asset value
next determined after receipt of a purchase order, plus a sales charge, which,
at the election of the investor (i) may be imposed at the time of purchase
(Class A shares), (ii) may be deferred (Class B shares, and purchases of Class A
shares in excess of $1 million) or (iii) may contain elements of a sales charge
that is both imposed at the time of purchase and deferred (Class II shares).
Class C shares, now designated as Class II shares, had sales charges imposed on
a deferred basis with no front-end sales load prior to their redesignation.
Reference is made to "Shareholder Account Information" in the Prospectus for
certain information as to the purchase of Portfolio shares.

B-57
<PAGE>

The following table sets forth the front-end sales concessions with
respect to Class A shares of each Portfolio, the amount of the front-end sales
concessions that was reallowed to affiliated broker-dealers, and the contingent
deferred sales charges with respect to Class B and Class II shares of each
Portfolio, received by the Distributor for the fiscal years ended October 31,
1999, 1998 and 1997.

1999

<TABLE>
<CAPTION>
Amount
Amount Reallowed Contingent
Reallowed to Non- Contingent Deferred
Front-End Sales to Affiliated Affiliated Deferred Sales Sales Charge-
Concessions- Broker-Dealers Broker-Dealers Charge- Class II
Portfolio Class A Shares Class A Shares Class A Shares Class B Shares Shares**
- --------- --------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Large-Cap Growth
Portfolio $352,678 $185,923 $114,752 $100,616 $5,744

Mid-Cap Growth
Portfolio $235,325 $121,020 $78,503 $184,653 $5,412

Aggressive Growth
Portfolio $790,791 $414,832 $265,913 $251,688 $7,355

Large-Cap Value
Portfolio $167,072 $64,666 $76,475 $111,113 $7,864

Value Portfolio $336,497 $197,732 $89,839 $436,047 $8,419

Small-Cap Value
Portfolio $153,347 $61,804 $69,318 $117,463 $4,415

Focus Portfolio*** $4,320,016 $1,424,165 $2,317,951 $257,008 $83,161

Focused Growth
and Income
Portfolio
(previously known
as the Large-Cap
Blend Portfolio) $854,672 $350,064 $392,985 $57,901 $2,060

International
Equity Portfolio $189,597 $99,868 $60,337 $200,374 $3,583

</TABLE>

* Prior to December 1, 1998, only Focus Portfolio's Class II shares
carried a front-end sales charge, while Class II shares with
respect to the other Portfolios (then designated as Class C shares)
carried no such charge.

** Previously designated as Class C shares other than for the Focus
Portfolio.

*** For the period from June 1, 1998 (commencement of offering of
shares of Focus Portfolio).

B-58
<PAGE>

<TABLE>
<CAPTION>
Amount
Front-End Amount Reallowed
Sales Reallowed to Non-
Concessions- to Affiliated Affiliated
Class II Broker-Dealers Broker-Dealers
Portfolio Shares* Class II Shares Class II Shares
- --------- ------------ --------------- ---------------
<S> <C> <C> <C>
Large-Cap
Growth Portfolio $125,657 $59,637 $66,020

Mid-Cap Growth
Portfolio $51,885 $23,130 $28,755

Aggressive Growth
Portfolio $121,470 $60,242 $61,228

Large-Cap Value
Portfolio $73,656 $29,484 $44,172

Value Portfolio $46,521 $20,504 $26,017

Small-Cap Value
Portfolio $37,989 $17,089 $20,900

Focus Portfolio*** $2,363,391 $413,746 $1,949,645

Focused Growth
and Income
Portfolio
(previously known
as the Large-Cap
Blend Portfolio) $153,119 $104,107 $29,012

International
Equity Portfolio $49,633 $22,939 $26,694

</TABLE>

B-59
<PAGE>

1998

<TABLE>
<CAPTION>
Amount
Amount Reallowed Contingent
Reallowed to Non- Contingent Deferred
Front-End Sales Front-End Sales to Affiliated Affiliated Deferred Sales Sales Charge-
Concessions- Concessions- Broker-Dealers Broker-Dealers Charge- Class II
Portfolio Class A Shares Class II Shares* Class A Shares Class A Shares Class B Shares Shares**
- --------- --------------- ---------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>

Large-Cap Growth
Portfolio $490,037 - $146,344 $277,561 $44,805 $3,460

Mid-Cap Growth
Portfolio $642,963 - $192,696 $358,628 $117,430 $5,824

Aggressive Growth
Portfolio $781,470 - $327,106 $350,450 $175,664 $6,360

Large-Cap Value
Portfolio $592,150 - $148,306 $378,394 $42,369 $3,839

Value Portfolio $2,704,806 - $641,893 $1,340,011 $236,910 $11,291

Small-Cap Value
Portfolio $834,323 - $192,150 $534,751 $68,098 $6,021

Focus Portfolio*** $1,250,948 $513,213 $191,346 $884,979 $10,686 $7,401

Focused Growth and
Income Portfolio
(previously known as
the Large-Cap Blend
Portfolio) $426,981 - $117,550 $254,379 $41,902 $1,995

International Equity
Portfolio $341,296 - $145,456 $150,191 $128,111 $6,227

</TABLE>

** Previously designated as Class C shares other than for the Focus
Portfolio.

*** For the period from June 1, 1998 (commencement of offering of
shares of Focus Portfolio).

Affiliated Broker Non-Affiliated Broker
Dealers Dealers
Class II Class II
----------------- ---------------------

Focus Portfolio $48,486 $464,727

B-60
<PAGE>

<TABLE>
<CAPTION>
1997
- ------------------------------------------------------------------------------------------------------------------------------------
Contingent
Front-End Sales Amount Reallowed Amount Reallowed Contingent Deferred Deferred
Concessions- to Affiliated to Non-Affiliated Sales Charge- Sales Charge-
Portfolio Class A Shares Broker-Dealers Broker-Dealers Class B Shares Class C Shares
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Large-Cap Growth Portfolio $ 15,599 $ 2,885 $ 10,059 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Portfolio $ 802,237 $257,754 $440,666 $25,643 $268
- ------------------------------------------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio $1,394,623 $545,170 $668,387 $26,249 $937
- ------------------------------------------------------------------------------------------------------------------------------------
Large-Cap Value Portfolio $ 38,564 $ 6,352 $ 25,006 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Value Portfolio $1,925,092 $715,034 $949,290 $30,795 $945
- ------------------------------------------------------------------------------------------------------------------------------------
Small-Cap Value Portfolio $ 59,419 $ 18,399 $ 32,100 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Focused Growth and Income
Portfolio (previously known
as the Large-Cap Blend
Portfolio) $ 22,528 $ 9,732 $ 9,440 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
International Equity Portfolio $ 699,157 $225,890 $383,626 $18,872 $426
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Waiver of Contingent Deferred Sales Charges. As discussed under "Shareholder
Account Information" in the Prospectus, the CDSC may be waived on redemptions of
Class B and Class II shares under certain circumstances. The conditions set
forth below are applicable with respect to the following situations with the
proper documentation:

Death. CDSCs may be waived on redemptions within one year following the
death (i) of the sole shareholder on an individual account, (ii) of a joint
tenant where the surviving joint tenant is the deceased's spouse, or (iii) of
the beneficiary of a Uniform Gifts to Minors Act, Uniform Transfers to Minors
Act or other custodial account. The CDSC waiver is also applicable in the case
where the shareholder account is registered as community property. If, upon the
occurrence of one of the foregoing, the account is transferred to an account
registered in the name of the deceased's estate, the CDSC will be waived on any
redemption from the estate account occurring within one year of the death. If
Class B shares or Class II shares are not redeemed within one year of the death,
they will remain Class B shares or Class II shares, as applicable, and be
subject to the applicable CDSC, when redeemed.

B-61
<PAGE>

Disability. A CDSC may be waived on redemptions occurring within one year
after the sole shareholder on an individual account or a joint tenant on a
spousal joint tenant account becomes disabled (as defined in Section 72(m)(7) of
the Code). To be eligible for such waiver, (i) the disability must arise after
the purchase of shares and (ii) the disabled shareholder must have been under
age 65 at the time of the initial determination of disability. If the account is
transferred to a new registration and then a redemption is requested, the
applicable CDSC will be charged.

Purchases through the Distributor. An investor may purchase shares of a
Portfolio through dealers who have entered into selected dealer agreements with
the Distributor. An investor's dealer who has entered into a distribution
arrangement with the Distributor is expected to forward purchase orders and
payment promptly to the Portfolio. Orders received by the Distributor before the
close of business will be executed at the offering price determined at the close
of regular trading on the New York Stock Exchange (the "NYSE") that day. Orders
received by the Distributor after the close of business will be executed at the
offering price determined after the close of regular trading of the NYSE on the
next trading day. The Distributor reserves the right to cancel any purchase
order for which payment has not been received by the fifth business day
following the investment. A Portfolio will not be responsible for delays caused
by dealers.

Purchase by Check. Checks should be made payable to the specific Portfolio or to
"SunAmerica Funds." If the payment is for a retirement plan account for which
SunAmerica serves as fiduciary, please note on the check that payment is for
such an account. In the case of a new account, purchase orders by check must be
submitted directly by mail to SunAmerica Fund Services, Inc., Mutual Fund
Operations, The SunAmerica Center, 733 Third Avenue, New York, New York
10017-3204, together with payment for the purchase price of such shares and a
completed New Account Application. Payment for subsequent purchases should be
mailed to SunAmerica Fund Services, Inc., c/o NFDS, P.O. Box 419373, Kansas
City, Missouri 64141-6373 and the shareholder's Portfolio account number should
appear on the check. For fiduciary retirement plan accounts, both initial and
subsequent purchases should be mailed to SunAmerica Fund Services, Inc., Mutual
Fund Operations, The SunAmerica Center, 733 Third Avenue, New York, New York
10017-3204. Certified checks are not necessary but checks are accepted subject
to collection at full face value in United States funds and must be drawn on a
bank located in the United States. Upon receipt of the completed New Account
Application and payment check, the Transfer Agent will purchase full and
fractional shares of the applicable Portfolio at the net asset value next
computed after the check is received, plus the applicable sales charge.
Subsequent purchases of shares of each Portfolio may be purchased directly
through the Transfer Agent. SAFS reserves the right to reject any check made
payable other than in the manner indicated above. Under certain circumstances,
the Fund will accept a multi-party check (e.g., a check made payable to the
shareholder by another party and then endorsed by the shareholder to the Fund in
payment for the purchase of shares); however, the processing of such a check may
be subject to a delay. The Fund does not verify the authenticity of the
endorsement of such multi-party check, and acceptance of the check by the Fund
should not be considered verification thereof. Neither the Fund nor its
affiliates will be held liable for any losses incurred as a result of a
fraudulent endorsement. There are restrictions on the redemption of shares
purchased by check for which funds are being collected. (See "Shareholder
Account Information" in the Prospectus.)

B-62
<PAGE>

Purchase through SAFS. SAFS will effect a purchase order on behalf of a customer
who has an investment account upon confirmation of a verified credit balance at
least equal to the amount of the purchase order (subject to the minimum $500
investment requirement for wire orders). If such order is received at or prior
to the Fund's close of business, the purchase of shares of a Fund will be
effected on that day. If the order is received after the Fund's close of
business, the order will be effected on the next business day.

Purchase by Federal Funds Wire. An investor may make purchases by having his or
her bank wire federal funds to the Fund's Transfer Agent. Federal funds purchase
orders will be accepted only on a day on which the Fund and the Transfer Agent
are open for business. In order to insure prompt receipt of a federal funds
wire, it is important that these steps be followed:

1. You must have an existing SunAmerica Fund Account before wiring funds.
To establish an account, complete the New Account Application and send it via
facsimile to SAFS at: (212) 551-5585.

2. Call SunAmerica Fund Services' Shareholder/Dealer Services, toll free at
(800) 858-8850, extension 5125 to obtain your new account number.

3. Instruct the bank to wire the specified amount to the Transfer Agent:
State Street Bank and Trust Company, Boston, MA, ABA# 0110-00028; DDA# 99029712,
SunAmerica [name of Portfolio, Class __] (include shareholder name and account
number).

Waiver of Sales Charges with Respect to Certain Purchases of Class A Shares. To
the extent that sales are made for personal investment purposes, the sales
charge is waived as to Class A shares purchased by current or retired officers,
directors, and other full-time employees of SunAmerica and its affiliates, as
well as members of the selling group and family members of the foregoing. In
addition, the sales charge is waived with respect to shares purchased by certain
qualified retirement plans or employee benefit plans (other than IRAs),
sponsored or administered by SunAmerica or an affiliate thereof. Such plans may
include certain employee benefit plans qualified under Sections 401 or 457 of
the Code, or employee benefit plans created pursuant to Section 403(b) of the
Code and sponsored by nonprofit organizations defined under Section 501(c)(3) of
the Code (collectively, "Plans"). A Plan will qualify for purchases at net asset
value provided that (a) the initial amount invested in one or more of the
Portfolios (or in combination with the shares of other SAMF) is at least
$1,000,000, (b) the sponsor signs a $1,000,000 Letter of Intent, (c) such shares
are purchased by an employer-sponsored plan with at least 100 eligible
employees, or (d) the purchases are by trustees or other fiduciaries for certain
employer-sponsored plans, the trustee, fiduciary or administrator that has an
agreement with the Distributor with respect to such purchases and all such
transactions for the plan are executed through a single omnibus account.
Further, the sales charge is waived with respect to shares purchased by "wrap
accounts" for the benefit of clients of broker-dealers, financial institutions,
financial planners or registered investment advisers adhering to the following
standards established by the Distributor: (i) the broker-dealer, financial
institution or financial planner charges its client(s) an advisory fee based on
the assets under management on an annual basis, and (ii) such broker-dealer,
financial institution or financial planner does not advertise that shares of the
Portfolio may be purchased by clients at net asset value. Shares purchased under
this waiver may not be resold except to the Portfolio. Shares are offered at net
asset value to the

B-63
<PAGE>

foregoing persons because of anticipated economies in sales effort and sales
related expenses. Reductions in sales charges apply to purchases or shares by a
"single person" including an individual; members of a family unit comprising
husband, wife and minor children; or a trustee or other fiduciary purchasing for
a single fiduciary account. Complete details concerning how an investor may
purchase shares at reduced sales charges may be obtained by contacting the
Distributor.

Reduced Sales Charges (Class A Shares only). As discussed under "Shareholder
Account Information" in the Prospectus, investors in Class A shares of a
Portfolio may be entitled to reduced sales charges pursuant to the following
special purchase plans made available by the Fund.

Combined Purchase Privilege. The following persons may qualify for the
sales charge reductions or eliminations by combining purchases of Portfolio
shares into a single transaction:

1. an individual, or a "company" as defined in Section 2(a)(8) of the 1940
Act (which includes corporations that are corporate affiliates of each other);

2. an individual, his or her spouse and their minor children, purchasing
for his, her or their own account;

3. a trustee or other fiduciary purchasing for a single trust estate or
single fiduciary account (including a pension, profit-sharing, or other employee
benefit trust created pursuant to a plan qualified under Section 401 of the
Code);

4. tax-exempt organizations qualifying under Section 501(c)(3) of the Code
(not including 403(b) plans);

5. employee benefit plans of a single employer or of affiliated employers,
other than 403(b) plans; and

6. group purchases as described below.

A combined purchase currently may also include shares of other funds in
SAMF (other than money market funds) purchased at the same time through a single
investment dealer, if the dealer places the order for such shares directly with
the Distributor.

Rights of Accumulation. A purchaser of Portfolio shares may qualify for a
reduced sales charge by combining a current purchase (or combined purchases as
described above) with shares previously purchased and still owned; provided the
cumulative value of such shares (valued at cost or current net asset value,
whichever is higher), amounts to $50,000 or more. In determining the shares
previously purchased, the calculation will include, in addition to other Class A
shares of the particular Portfolio that were previously purchased, shares of the
other classes of the same Portfolio, as well as shares of any class of any other
Portfolio or of any of the other Portfolios advised by SunAmerica, as long as
such shares were sold with a sales charge or acquired in exchange for shares
purchased with such a sales charge.

B-64
<PAGE>

The shareholder's dealer, if any, or the shareholder, must notify the
Distributor at the time an order is placed of the applicability of the reduced
charge under the Right of Accumulation. Such notification must be in writing by
the dealer or shareholder when such an order is placed by mail. The reduced
sales charge will not be granted if: (a) such information is not furnished at
the time of the order; or (b) a review of the Distributor's or the Transfer
Agent's records fails to confirm the investor's represented holdings.

Letter of Intent. A reduction of sales charges is also available to an
investor who, pursuant to a written "Letter of Intent" establishes a total
investment goal in Class A shares of one or more Portfolios to be achieved
through any number of investments over a thirteen-month period, of $50,000 or
more. Each investment in such Portfolios made during the period will be subject
to a reduced sales charge applicable to the goal amount. The initial purchase
must be at least 5% of the stated investment goal and shares totaling 5% of the
dollar amount of the Letter of Intent will be held in escrow by the Transfer
Agent, in the name of the investor. Shares of any class of shares of any
Portfolio, or of other funds advised by SunAmerica that impose a sales charge at
the time of purchase, which the investor intends to purchase or has previously
purchased during a 30-day period prior to the date of execution of the Letter of
Intent and still owns, may also be included in determining the applicable
reduction; provided, the dealer or shareholder notifies the Distributor of such
prior purchase(s).

The Letter of Intent does not obligate the investor to purchase, nor the
Fund to sell, the indicated amounts of the investment goal. In the event the
investment goal is not achieved within the thirteen-month period, the investor
is required to pay the difference between the sales charge otherwise applicable
to the purchases made during this period and sales charges actually paid. Such
payment may be made directly to the Distributor or, if not paid, the Distributor
is authorized by the Letter of Intent to liquidate a sufficient number of
escrowed shares to obtain such difference. If the goal is exceeded and purchases
pass the next sales charge break-point, the sales charge on the entire amount of
the purchase that results in passing that break-point, and on subsequent
purchases, will be subject to a further reduced sales charge in the same manner
as set forth above under "Rights of Accumulation," but there will be no
retroactive reduction of sales charges on previous purchases. At any time while
a Letter of Intent is in effect, a shareholder may, by written notice to the
Distributor, increase the amount of the stated goal. In that event, shares of
the applicable Portfolio purchased during the previous 90-day period and still
owned by the shareholder will be included in determining the applicable sales
charge. The 5% escrow and the minimum purchase requirement will be applicable to
the new stated goal. Investors electing to purchase shares of one or more of the
Portfolios pursuant to this purchase plan should carefully read such Letter of
Intent.

Reduced Sales Charge for Group Purchases. Members of qualified groups may
purchase Class A shares of the Portfolios under the combined purchase privilege
as described above.

To receive a rate based on combined purchases, group members must purchase
Class A shares of a Portfolio through a single investment dealer designated by
the group. The designated dealer must transmit each member's initial purchase to
the Distributor, together with payment and completed New Account Application.
After the initial purchase, a member may send funds for the purchase of Class A
shares directly to the Transfer Agent. Purchases of a Portfolio's shares are
made at the public offering price based on the net asset value next determined
after the Distributor or the

B-65
<PAGE>

Transfer Agent receives payment for the Class A shares. The minimum investment
requirements described above apply to purchases by any group member.

Qualified groups include the employees of a corporation or a sole
proprietorship, members and employees of a partnership or association, or other
organized groups of persons (the members of which may include other qualified
groups) provided that: (i) the group has at least 25 members of which at least
ten members participate in the initial purchase; (ii) the group has been in
existence for at least six months; (iii) the group has some purpose in addition
to the purchase of investment company shares at a reduced sales charge; (iv) the
group's sole organizational nexus or connection is not that the members are
credit card customers of a bank or broker-dealer, clients of an investment
adviser or security holders of a company; (v) the group agrees to provide its
designated investment dealer at least annually access to the group's membership
by means of written communication or direct presentation to the membership at a
meeting; (vi) the group or its investment dealer will provide annual
certification, in form satisfactory to the Transfer Agent, that the group then
has at least 25 members and that at least ten members participated in group
purchases during the immediately preceding 12 calendar months; and (vii) the
group or its investment dealer will provide periodic certification, in form
satisfactory to the Transfer Agent, as to the eligibility of the purchasing
members of the group.

Members of a qualified group include: (i) any group that meets the
requirements stated above and is a constituent member of a qualified group; (ii)
any individual purchasing for his or her own account who is carried on the
records of the group or on the records of any constituent member of the group as
being a good standing employee, partner, member or person of like status of the
group or constituent member; or (iii) any fiduciary purchasing shares for the
account of a member of a qualified group or a member's beneficiary. For example,
a qualified group could consist of a trade association that would have as its
members individuals, sole proprietors, partnerships and corporations. The
members of the group would then consist of the individuals, the sole proprietors
and their employees, the members of the partnership and their employees, and the
corporations and their employees, as well as the trustees of employee benefit
trusts acquiring a Portfolio's shares for the benefit of any of the foregoing.

Interested groups should contact their investment dealer or the
Distributor. The Fund reserves the right to revise the terms of or to suspend or
discontinue group sales with respect to shares of the Portfolio at any time.

Net Asset Value Transfer Program. Investors may purchase shares of a
Portfolio at net asset value to the extent that the investment represents the
proceeds from a redemption of a non-SunAmerica mutual fund in which the investor
either (a) paid a front-end sales load or (b) was subject to, or paid a CDSC on
the redemption proceeds. Shareholders may purchase either Class A, Class B or
Class II shares through the program to the extent that they previously held
shares of a non-SunAmerica Mutual Fund with a similar load structure to the
respective SunAmerica Mutual Fund share class. With respect to sales of Class A
shares through the program, the Distributor will pay a 0.50% commission and
0.25% service fee to any dealer who initiates or is responsible for such an
investment. With respect to sales of Class B shares through the program, they
will receive 0.50% of the amount invested as commission and 0.25% as a service
fee, payable beginning the 13th month following the purchase of such shares.
(Class B shares will convert to Class A shares as provided in the prospectus.).
These payments are subject, however, to forfeiture in the event of a redemption
during the first year from the date of purchase. No commission shall be paid on
sales of Class II shares, but dealers will receive a 1% service fee, commencing
immediately and paid quarterly. In addition, it is essential that a NAV Transfer
Program Form accompany the New Account Application to indicate that the
investment is intended to participate in the Net Asset Value Transfer Program
(formerly, Exchange

B-66
<PAGE>

Program for Investment Company Shares). This program may be revised or
terminated without notice by the Distributor. For current information, contact
Shareholder/Dealer Services at (800) 858-8850.

ADDITIONAL INFORMATION REGARDING REDEMPTION OF SHARES

Reference is made to "Shareholder Account Information" in the Prospectus
for certain information as to the redemption of Portfolio shares.

If the Directors determine that it would be detrimental to the best
interests of the remaining shareholders of a Portfolio to make payment wholly or
partly in cash, the Fund, having filed with the SEC a notification of election
pursuant to Rule 18f-1 on behalf of each of the Portfolios, may pay the
redemption price in whole, or in part, by a distribution in kind of securities
from a Portfolio in lieu of cash. In conformity with applicable rules of the
SEC, the Portfolios are committed to pay in cash all requests for redemption, by
any shareholder of record, limited in amount with respect to each shareholder
during any 90-day period to the lesser of (i) $250,000, or (ii) 1% of the net
asset value of the applicable Portfolio at the beginning of such period. If
shares are redeemed in kind, the redeeming shareholder would incur brokerage
costs in converting the assets into cash. The method of valuing portfolio
securities is described below in the section entitled "Determination of Net
Asset Value," and such valuation will be made as of the same time the redemption
price is determined.

The Distributor is authorized, as agent for the Portfolios, to offer to
repurchase shares that are presented by telephone to the Distributor by
investment dealers. Orders received by dealers must be at least $500. The
repurchase price is the net asset value per share of the applicable class of
shares of a Portfolio next-determined after the repurchase order is received,
less any applicable CDSC. Repurchase orders received by the Distributor after
the Portfolio's close of business will be priced based on the next business
day's close. Dealers may charge for their services in connection with the
repurchase, but neither the Portfolios nor the Distributor imposes any such
charge. The offer to repurchase may be suspended at any time.

EXCHANGE PRIVILEGE

Shareholders in any of the Portfolios may exchange their shares for the
same class of shares of any other Portfolio or other SunAmerica Mutual Funds
that offer such class at the respective net asset value per share. Before making
an exchange, a shareholder should obtain and review the prospectus of the fund
whose shares are being acquired. All exchanges are subject to applicable minimum
initial or subsequent investment requirements. Notwithstanding the foregoing,
shareholders may elect to make periodic exchanges on a monthly, quarterly,
semi-annual and annual basis through the Systematic Exchange Program. Through
this program, the minimum exchange amount is $25 and there is no fee for
exchanges made. All exchanges can be effected only if the shares to be acquired
are qualified for sale in the state in which the shareholder resides. Exchanges
of shares generally will constitute a taxable transaction except for IRAs, Keogh
Plans and other qualified or tax-exempt accounts. The exchange privilege may be
terminated or modified upon 60 days' written notice. Further information about
the exchange privilege may be obtained by calling Shareholder/Dealer Services at
(800) 858-8850.

If a shareholder acquires Class A shares through an exchange from another
SunAmerica Mutual Fund where the original purchase of such fund's Class A shares
was not subject to an initial

B-67
<PAGE>

sales charge because the purchase was in excess of $1 million, such shareholder
will remain subject to the 1% CDSC, if any, applicable to such redemptions. In
such event, the period for which the original shares were held prior to the
exchange will be "tacked" with the holding period of the shares acquired in the
exchange for purposes of determining whether the 1% CDSC is applicable upon a
redemption of any of such shares.

A shareholder who acquires Class B or Class II shares through an exchange
from another SunAmerica Mutual Fund will retain liability for any deferred sales
charge outstanding on the date of the exchange. In such event, the period for
which the original shares were held prior to the exchange will be "tacked" with
the holding period of the shares acquired in the exchange for purposes of
determining what, if any, CDSC is applicable upon a redemption of any of such
shares and the timing of conversion of Class B shares to Class A. A
shareholder's CDSC schedule will not change if such shareholder exchanges Class
C or Class II shares purchased prior to December 1, 1998 for Class II shares
(which currently have a longer CDSC schedule).

Because excessive trading (including short-term "market timing" trading)
can hurt a Portfolio's performance, each Portfolio may refuse any exchange sell
order (1) if it appears to be a market timing transaction involving a
significant portion of a Portfolio's assets or (2) from any shareholder account
if previous use of the exchange privilege is considered excessive. Accounts
under common ownership or control, including, but not limited to, those with the
same taxpayer identification number and those administered so as to redeem or
purchase shares based upon certain predetermined market indications, will be
considered one account for this purpose.

In addition, a Portfolio reserves the right to refuse any exchange purchase
order if, in the judgment of the Adviser, the Portfolio would be unable to
invest effectively in accordance with its investment objective and policies or
would otherwise potentially be adversely affected. A shareholder's purchase
exchange may be restricted or refused if the Portfolio receives or anticipates
simultaneous orders affecting significant portions of the Portfolio's assets. In
particular, a pattern of exchanges that coincide with a "market timing" strategy
may be disruptive to the Portfolio and may therefore be refused.

DETERMINATION OF NET ASSET VALUE

The Fund is open for business on any day the NYSE is open for regular
trading. Shares are valued each day as of the close of regular trading on the
NYSE (generally, 4:00 p.m., Eastern time). Each Portfolio calculates the net
asset value of each class of its shares separately by dividing the total value
of each class's net assets by the shares outstanding of such class. Investments
for which market quotations are readily available are valued 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.

Stocks are valued based upon closing sales prices reported on recognized
securities exchanges or, for listed securities having no sales reported and for
unlisted securities, upon last reported bid prices. Non-convertible bonds,
debentures, other long-term debt securities and short- term securities with
original or remaining maturities in excess of 60 days, are normally valued at
prices obtained for the day of valuation from a bond pricing service of a major
dealer in bonds, when

B-68
<PAGE>

such prices are available; however, in circumstances in which the Adviser deems
it appropriate to do so, an over-the-counter or exchange quotation at the mean
of representative bid or asked prices may be used. Securities traded primarily
on securities exchanges outside the United States are valued at the last sale
price on such exchanges on the day of valuation, or if there is no sale on the
day of valuation, at the last-reported bid price. If a security's price is
available from more than one foreign exchange, a Portfolio uses the exchange
that is the primary market for the security. Short-term securities with 60 days
or less to maturity are amortized to maturity based on their cost to the Fund if
acquired within 60 days of maturity or, if already held by the Fund on the 60th
day, are amortized to maturity based on the value determined on the 61st day.
Options traded on national securities exchanges are valued as of the close of
the exchange on which they are traded. Futures and options traded on commodities
exchanges are valued at their last sale price as of the close of such exchange.
Other securities are valued on the basis of last sale or bid price (if a last
sale price is not available) in what is, in the opinion of the Adviser, the
broadest and most representative market, that may be either a securities
exchange or the over-the-counter market. Where quotations are not readily
available, securities are valued at fair value as determined in good faith in
accordance with procedures adopted by the Board of Directors. The fair value of
all other assets is added to the value of securities to arrive at the respective
Portfolio's total assets.

A Portfolio's liabilities, including proper accruals of expense items, are
deducted from total assets.

PERFORMANCE DATA

Each Portfolio may advertise performance data that reflects various
measures of total return and each Portfolio may advertise data that reflects
yield. An explanation of the data presented and the methods of computation that
will be used are as follows.

A Portfolio's performance may be compared to the historical returns of
various investments, performance indices of those investments or economic
indicators, including, but not limited to, stocks, bonds, certificates of
deposit, money market funds and U.S. Treasury Bills. Certain of these
alternative investments may offer fixed rates of return and guaranteed principal
and may be insured.

Average annual total return is determined separately for Class A, Class B,
Class II and Class Z shares in accordance with a formula specified by the SEC.
Average annual total return is computed by finding the average annual compounded
rates of return for the 1-, 5-, and 10-year periods or for the lesser included
periods of effectiveness. The formula used is as follows:

P(1 + T)n = ERV

P = a hypothetical initial purchase payment of $1,000

T = average annual total return

N = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1-, 5-, or 10- year periods at the end of the 1-, 5-, or
10-year periods (or fractional portion thereof).

B-69
<PAGE>

The above formula assumes that:

(a) The maximum sales load (i.e., either the front-end sales load in the
case of the Class A or Class II shares or the deferred sales load that
would be applicable to a complete redemption of the investment at the
end of the specified period in the case of the Class B or Class II
shares) is deducted from the initial $1,000 purchase payment;

(b) All dividends and distributions are reinvested at net asset value; and

(c) Complete redemption occurs at the end of the 1-, 5-, or 10- year
periods or fractional portion thereof with all nonrecurring charges
deducted accordingly.

Each Portfolios' average annual total return for the 1-, 5- and 10-year
periods (or from date of inception, if sooner) ended October 31, 1999 is as
follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Since One Five Ten
Class A Shares Inception Year Years Years
- -------------- --------- ---- ----- -----
<S> <C> <C> <C> <C>
Large-Cap Growth Portfolio 16.91%(1) 25.23% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Portfolio 12.61%(3) 22.37% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio 26.18%(3) 49.26% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Large-Cap Value Portfolio 3.20%(1) 5.82% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Value Portfolio 9.76%(3) 5.76% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Small-Cap Value Portfolio (5.91)%(1) 1.92% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Focus Portfolio 30.46%(2) 43.84% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Focused Growth and Income
Portfolio (previously known
as the Large-Cap Blend
Portfolio) 14.12%(1) 25.44% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
International Equity Portfolio 3.27%(3) 10.42% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------
(1) From date of inception of October 15, 1997.
(2) From date of inception of June 1, 1998.
(3) From date of inception of November 19, 1996.

B-70
<PAGE>

- -----------------------------------------------------------------------------------------------------------------
Since One Five Ten
Class B Shares Inception Year Years Years
- -------------- --------- ---- ----- -----
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Large-Cap Growth Portfolio 18.25% 28.01% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Portfolio 13.65%(3) 24.92% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio 27.02%(3) 53.21% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Large-Cap Value Portfolio 4.16%(1) 7.55% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Value Portfolio 10.46%(3) 7.48% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Small-Cap Value Portfolio (5.22)%(1) 3.45% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Focus Portfolio 32.65%(2) 47.67% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Focused Growth and Income
Portfolio (previously known as
the Large-Cap Blend Portfolio) 15.47%(1) 28.21% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
International Equity Portfolio 3.73%(3) 12.29% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------
(1) From date of inception of October 15, 1997.
(2) From date of inception of June 1, 1998.
(3) From date of inception of November 19, 1996.

</TABLE>

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<PAGE>

<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Small-Cap Value Portfolio (4.70)%(2) 5.47% N/A N/A
- -------------------------
- -----------------------------------------------------------------------------------------------------------------
Focus Portfolio 33.59%(3) 49.16% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
Focused Growth and Income
Portfolio (previously known
as Large-Cap Blend Portfolio) 16.12%(2) 29.91% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
International Equity Portfolio 4.52% 14.20% N/A N/A
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------
(1) Previously designated as Class C shares other than for the Focus Portfolio.
(2) From date of inception of October 15, 1997.
(3) From date of inception of June 1, 1998.

Each Portfolio may advertise cumulative, rather than average return, for
each class of its shares for periods of time other than the 1-, 5-, and 10-year
periods or fractions thereof, as discussed above. Such return data will be
computed in the same manner as that of average annual total return, except that
the actual cumulative return will be computed.

Comparisons

Each Portfolio may compare its total return or yield to similar measures as
calculated by various publications, services, indices, or averages. Such
comparisons are made to assist in evaluating an investment in a Portfolio. The
following references may be used:

a) Dow Jones Composite Average or its component averages -- an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow
Jones Industrial Average), 15 utilities company stocks (Dow Jones
Utilities Average), and 20 transportation company stocks (Dow Jones
Transportation Average). Comparisons of performance assume
reinvestment of dividends.

b) Standard & Poor's 500 Composite Stock Price Index or its component
indices -- an unmanaged index composed of 400 industrial stocks, 40
financial stocks, 40 utilities stocks, and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividends.

c) Standard & Poor's 100 Stock Index -- an unmanaged index based on the
prices of 100 blue chip stocks, including 92 industrials, one utility,
two transportation companies, and five financial institutions. The
Standard & Poor's 100 Stock Index is a smaller, more flexible index
for options trading.

d) The NYSE composite or component indices -- unmanaged indices of all
industrial, utilities, transportation, and finance stocks listed on
the NYSE.

e) Wilshire 5000 Equity Index or its component indices -- represents the
return on the market value of all common equity securities for which
daily pricing is available. Comparisons of performance assume
reinvestment of dividends.

B-72
<PAGE>

f) Lipper: Mutual Fund Performance Analysis, Fixed Income Analysis, and
Mutual Fund Indices -- measures total return and average current yield
for the mutual fund industry. Ranks individual mutual fund performance
over specified time periods assuming reinvestment of all
distributions, exclusive of sales charges.

g) CDA Mutual Fund Report, published by CDA Investment Technologies,
analyzes price, current yield, risk, total return, and average rate of
return (average annual compounded growth rate) over specified time
periods for the mutual fund industry.

h) Mutual Fund Source Book, Principia and other publications and
information services provided by Morningstar, Inc. -- analyzes price,
risk and total return for the mutual fund industry.

i) Financial publications: Wall Street Journal, Business Week, Changing
Times, Financial World, Forbes, Fortune, Money, Pension and Investment
Age, United Mutual Fund Selector, and Wiesenberger Investment
Companies Service, and other publications containing financial
analyses that rate mutual fund performance over specified time
periods.

j) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics -- a statistical measure of periodic change
in the price of goods and services in major expenditure groups.

k) Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates
-- historical measure of yield, price, and total return for common and
small company stock, long-term government bonds, treasury bills, and
inflation.

l) Savings and Loan Historical Interest Rates as published in the U.S.
Savings & Loan League Fact Book.

m) Shearson-Lehman Municipal Bond Index and Government/Corporate Bond
Index -- unmanaged indices that track a basket of intermediate and
long-term bonds. Reflect total return and yield and assume dividend
reinvestment.

n) Salomon GNMA Index published by Salomon Brothers Inc. -- Market value
of all outstanding 30-year GNMA Mortgage Pass-Through Securities that
includes single family and graduated payment mortgages.

o) Salomon Mortgage Pass-Through Index published by Salomon Brothers Inc.
--Market value of all outstanding agency mortgage pass- through
securities that includes 15- and 30-year FNMA, FHLMC and GNMA
Securities.

p) Value Line Geometric Index -- broad based index made up of
approximately 1700 stocks each of which have an equal weighting.

B-73
<PAGE>

q) Morgan Stanley Capital International EAFE Index -- an arithmetic,
market value-weighted average of the performance of over 900
securities on the stock exchanges of countries in Europe, Australia
and the Far East.

r) Goldman Sachs 100 Convertible Bond Index -- currently includes 67
bonds and 33 preferred stocks. The original list of names was
generated by screening for convertible issues of $100 million or more
in market capitalization. The index is priced monthly.

s) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated "AA" or "AAA."
It is a value-weighted, total return index, including approximately
800 issues.

t) Salomon Brothers Broad Investment Grade Bond Index -- is a
market-weighted index that contains approximately 4700 individually
priced investment grade corporate bonds rated "BBB" or better, U.S.
Treasury/agency issues and mortgage pass-through securities.

u) Salomon Brothers World Bond Index -- measures the total return
performance of high-quality securities in major sectors of the
international bond market. The index covers approximately 600 bonds
from 10 currencies:

Australian Dollars Netherlands Guilders
Canadian Dollars Swiss Francs
European Currency Units UK Pound Sterling
French Francs U.S. Dollars
Japanese Yen German Deutsche Marks

v) J.P. Morgan Global Government Bond Index -- a total return, market
capitalization-weighted index, rebalanced monthly, consisting of the
following countries: Australia, Belgium, Canada, Denmark, France,
Germany, Italy, Japan, The Netherlands, Spain, Sweden, the United
Kingdom, and the United States.

w) Shearson Lehman Long-Term Treasury Bond Index -- is comprised of all
bonds covered by the Shearson Lehman Hutton Treasury Bond Index with
maturities of 10 years or greater.

x) NASDAQ Industrial Index -- is comprised of more than 3,000 industrial
issues. It is a value-weighted index calculated on pure change only
and does not include income.

y) The MSCI Combined Far East Free ex Japan Index -- a market
capitalization weighted index comprised of stocks in Hong Kong,
Indonesia, Korea, Malaysia, Philippines, Singapore and Thailand. Korea
is included in this index at 20% of its market capitalization.

B-74
<PAGE>

z) First Boston High Yield Index -- generally includes over 180 issues
with an average maturity range of seven to ten years with a minimum
capitalization of $100 million. All issues are individually
trader-priced monthly.

aa) Morgan Stanley Capital International World Index -- An arithmetic,
market value-weighted average of the performance of over 1,470
securities listed on the stock exchanges of countries in Europe,
Australia, the Far East, Canada and the United States.

bb) Russell 2000 and 3000 Indices -- represents the top 2,000 and the top
3,000 stocks, respectively, traded on the NYSE, American Stock
Exchange and National Association of Securities Dealers Automated
Quotations, by market capitalizations.

cc) Russell Midcap Growth Index -- contains those Russell Midcap
securities with a greater-than-average growth orientation. The stocks
are also members of the Russell 1000 Growth Index, the securities in
which tend to exhibit higher price-to-book and price earnings ratios,
lower dividend yields and higher forecasted growth values than the
Value universe.

In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to a Portfolio's portfolio, that the averages are
generally unmanaged and that the items included in the calculations of such
averages may not be identical to the formula used by a Portfolio to calculate
its figures. Specifically, a Portfolio may compare its performance to that of
certain indices that include securities with government guarantees. However, a
Portfolio's shares do not contain any such guarantees. In addition, there can be
no assurance that a Portfolio will continue its performance as compared to such
other standards.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions. Each Portfolio intends to distribute to the
registered holders of its shares substantially all of its net investment income,
which includes dividends, interest and net short-term capital gains, if any, in
excess of any net long-term capital losses. Each Portfolio intends to distribute
any net capital gains from the sale of assets held for more than 12 months in
excess of any net short-term capital losses. The current policy of each
Portfolio other than the Focused Growth and Income Portfolio, is to pay
investment income dividends, if any, at least annually. Focused Growth and
Income Portfolio's current policy is to pay investment income dividends, if any,
on a quarterly basis. Each Portfolio intends to pay net capital gains, if any,
annually. In determining amounts of capital gains to be distributed, any capital
loss carry-forwards from prior years will be offset against capital gains.

Distributions will be paid in additional Portfolio shares based on the net
asset value at the close of business on the ex-dividend or reinvestment date,
unless the dividends total in excess of $10.00 per distribution period and the
shareholder notifies the Portfolio at least five business days prior to the
payment date to receive such distributions in cash.

B-75
<PAGE>

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash, and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, no interest will accrue
on amounts represented by uncashed dividend or distribution checks.

Taxes. Each Portfolio intends to qualify and elect to be taxed as a regulated
investment company under Subchapter M of the Code for each taxable year. In
order to be qualified as a regulated investment company, each Portfolio
generally must, among other things, (a) derive at least 90% of its gross income
from the sales or other disposition of securities, dividends, interest, proceeds
from loans of stock or securities and certain other related income; and (b)
diversify its holdings so that, at the end of each fiscal quarter, (i) 50% of
the market value of each Portfolio's assets is represented by cash, government
securities, securities of other regulated investment companies and other
securities limited, in respect of any one issuer, to an amount no greater than
5% of each Portfolio's assets and not greater than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than government
securities or the securities of other regulated investment companies).

As a regulated investment company, each Portfolio will not be subject to
U.S. Federal income tax on its income and capital gains which it distributes as
dividends or capital gains distributions to shareholders provided that it
distributes to shareholders at least 90% of its investment company taxable
income for the taxable year. Each Portfolio intends to distribute sufficient
income to meet this qualification requirement.

Under the Code, amounts not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a nondeductible 4%
excise tax. To avoid the tax, each Portfolio must distribute during each
calendar year (1) at least 98% of its ordinary income (not taking into account
any capital gains or losses) for the calendar year, (2) at least 98% of its
capital gains in excess of its capital losses for the 12-month period ending on
October 31 of the calendar year, and (3) all ordinary income and net capital
gains for the previous years that were not distributed during such years. To
avoid application of the excise tax, each Portfolio intends to make
distributions in accordance with the calendar year distribution requirement. A
distribution will be treated as paid during the calendar year if actually paid
during such year. Additionally, a distribution will be treated as paid on
December 31 of a calender year if it is declared by a Portfolio in October,
November or December of such year, payable to shareholders of record on a date
in such month and paid by such Portfolio during January of the following year.
Any such distributions paid during January of the following year will be taxable
to shareholders as of such December 31, rather than the date on which the
distributions are received.

Distributions of net investment income and short-term capital gains are
taxable to the shareholder as ordinary dividend income regardless of whether the
shareholder receives such distributions in additional shares or in cash. The
portion of such dividends received from each Portfolio that will be eligible for
the dividends received deduction for corporations will be determined on the
basis of the amount of each Portfolio's gross income, exclusive of capital gains
from sales of stock or securities, which is derived as dividends from domestic
corporations, other than certain tax-exempt corporations and certain real estate
investment trusts, and will be designated as such in a written notice to
shareholders mailed not later than 60 days after the end of each fiscal year. It
is not anticipated that the dividends paid by the International Equity Portfolio
will be eligible for the dividends-received deduction. Distributions of net
capital gains (i.e., the excess of net capital gains from the sale of assets
held for more than 12 months over net short-term capital losses, and including
such gains from certain transactions in futures and options), if any, are
taxable as capital

B-76
<PAGE>

gains to the shareholders, whether or not reinvested and regardless of the
length of time a shareholder has owned his or her shares. The maximum capital
gains rate for individuals is 20% with respect to assets held for more than 12
months. The maximum capital gains rate for corporate shareholders currently is
the same as the maximum tax rate for ordinary income.

Upon a sale or exchange of its shares, a shareholder will realize a taxable
gain or loss depending on its basis in the shares. Such gain or loss will be
treated as capital gain or loss if the shares are capital assets in the
shareholder's hands. In the case of an individual, any such capital gain will be
treated as short-term capital gain, taxable at the same rates as ordinary income
if the shares were held for not more than 12 months and capital gain taxable at
the maximum rate of 20% if such shares were held for more than 12 months. In the
case of a corporation, any such capital gain will be treated as long-term
capital gain, taxable at the same rates as ordinary income, if such shares were
held for more than 12 months. Any such loss will be treated as long-term capital
loss if such shares were held for more than 12 months. A loss recognized on the
sale or exchange of shares held for six months or less, however, will be treated
as long-term capital loss to the extent of any long-term capital gains
distribution with respect to such shares.

Generally, any loss realized on a sale or exchange of shares of a Fund will
be disallowed if other shares of such Fund are acquired (whether through the
automatic reinvestment of dividends or otherwise) within a 61-day period
beginning 30 days before and ending 30 days after the date that the shares are
disposed of. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss.

Under certain circumstances (such as the exercise of an exchange
privilege), the tax effect of sales load charges imposed on the purchase of
shares in a regulated investment company is deferred if the shareholder does not
hold the shares for at least 90 days.

Income received by a Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Income tax
treaties between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine in advance the effective rate of
foreign tax to which a Portfolio will be subject, since the amount of that
Portfolio's assets to be invested in various countries is not known. Only the
International Equity Portfolio is anticipated to qualify to pass through to its
shareholders the ability to claim as a foreign tax credit their respective
shares of foreign taxes paid by such Portfolio. If more than 50% in value of the
Portfolio's total assets at the close of its taxable year consists of securities
of foreign corporations, the Portfolio will be eligible, and intends, to file an
election with the Internal Revenue Service pursuant to which shareholders of the
Portfolio will be required to include their proportionate share of such foreign
taxes in their U.S. income tax returns as gross income, treat such proportionate
share as taxes paid by them, and deduct such proportionate share in computing
their taxable incomes or, alternatively, subject to certain limitations and the
Portfolio and the shareholders satisfying certain holding period requirements,
use them as foreign tax credits against their U.S. income taxes. No deductions
for foreign taxes, however, may be claimed by non-corporate shareholders who do
not itemize deductions. Of course, certain retirement accounts which are not
subject to tax cannot claim foreign tax credits on investments in foreign
securities held in the Portfolio. A shareholder that is a nonresident alien
individual or a foreign corporation may be subject to U.S. withholding tax on
the income resulting from the Portfolio's election described in this paragraph
but may not be able to claim a credit or deduction against such U.S. tax for the
foreign taxes treated as having been paid by such shareholder.

B-77
<PAGE>

Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time a Portfolio accrues interest or other
receivables or accrues expenses or other liabilities denominated in a foreign
currency and the time such Portfolio actually collects such receivables or pays
such liabilities are treated as ordinary income or ordinary loss. Similarly,
gains or losses on forward foreign currency exchange contracts, foreign currency
gains or losses from futures contracts that are not "regulated futures
contracts" and from unlisted non-equity options, gains or losses from sale of
currencies or dispositions of debt securities denominated in a foreign currency
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of the security and the date of disposition generally also
are treated as ordinary gain or loss. These gains, referred to under the Code as
"Section 988" gains or losses, increase or decrease the amount of each
Portfolio's investment company taxable income available to be distributed to its
shareholders as ordinary income. Additionally, if Code Section 988 losses exceed
other investment company taxable income during a taxable year, a Portfolio would
not be able to make any ordinary dividend distributions, and any distributions
made in the same taxable year may be recharacterized as a return of capital to
shareholders, thereby reducing the basis of each shareholder's Portfolio shares.
In certain cases, a Portfolio may be entitled to elect to treat foreign currency
gains on forward or futures contracts, or options thereon, as capital gains.

The Code includes special rules applicable to the listed non-equity
options, regulated futures contracts, and options on futures contracts which a
Portfolio may write, purchase or sell. Such options and contracts are classified
as Section 1256 contracts under the Code. The character of gain or loss
resulting from the sale, disposition, closing out, expiration or other
termination of Section 1256 contracts, except forward foreign currency exchange
contracts, is generally treated as long-term capital gain or loss to the extent
of 60% thereof and short-term capital gain or loss to the extent of 40% thereof
("60/40 gain or loss"). Such contracts, when held by a Portfolio at the end of a
fiscal year, generally are required to be treated as sold at market value on the
last day of such fiscal year for Federal income tax purposes
("marked-to-market"). Over-the-counter options are not classified as Section
1256 contracts and are not subject to the marked-to-market rule or to 60/40 gain
or loss treatment. Any gains or losses recognized by a Portfolio from
transactions in over-the-counter options generally constitute short-term capital
gains or losses. When call options written, or put options purchased, by a
Portfolio are exercised, the gain or loss realized on the sale of the underlying
securities may be either short-term or long-term, depending on the holding
period of the securities. In determining the amount of gain or loss, the sales
proceeds are reduced by the premium paid for the puts or increased by the
premium received for calls.

A substantial portion of each Portfolio's transactions in options, futures
contracts and options on futures contracts, particularly its hedging
transactions, may constitute "straddles" which are defined in the Code as
offsetting positions with respect to personal property. A straddle consisting of
a listed option, futures contract, or option on a futures contract and of U.S.
Government securities would constitute a "mixed straddle" under the Code. The
Code generally provides with respect to straddles (i) "loss deferral" rules
which may postpone recognition for tax purposes of losses from certain closing
purchase transactions or other dispositions of a position in the straddle to the
extent of unrealized gains in the offsetting position, (ii) "wash sale" rules
which may postpone recognition for tax purposes of losses where a position is
sold and a new offsetting position is acquired within a prescribed period, (iii)
"short sale" rules which may terminate the holding period of securities owned by
a Portfolio when offsetting positions are established and which may convert
certain losses from short-term to long-term, and (iv) "conversion transaction"
rules which recharacterize capital gains as ordinary income. The Code provides
that certain elections may be made for mixed straddles that can alter the
character of the capital gain or loss recognized upon disposition of positions
which

B-78
<PAGE>

form part of a straddle. Certain other elections also are provided in the Code;
no determination has been reached to make any of these elections.

Code Section 1259 requires the recognition of gain (but not loss) if a
Portfolio makes a "constructive sale" of an appreciated financial position
(e.g., stock). A Portfolio generally will be considered to make a constructive
sale of an appreciated financial position if it sells the same or substantially
identical property short, enters into a futures or forward contract to deliver
the same or substantially identical property, or enters into certain other
similar transactions.

Each Portfolio may purchase debt securities (such as zero-coupon or
pay-in-kind securities) that contain original issue discount. Original issue
discount that accrues in a taxable year is treated as earned by a Portfolio and
therefore is subject to the distribution requirements of the Code. Because the
original issue discount earned by the Portfolio in a taxable year may not be
represented by cash income, the Portfolio may have to dispose of other
securities and use the proceeds to make distributions to shareholders.

A Portfolio may be required to backup withhold U.S. Federal income tax at
the rate of 31% of all taxable distributions payable to shareholders who fail to
provide their correct taxpayer identification number or fail to make required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding. Backup withholding is not an additional
tax. Any amounts withheld may be credited against a shareholder's U.S. Federal
income tax liability. Any distributions of net investment income or short-term
capital gains made to a foreign shareholder will be subject to U.S. withholding
tax of 30% (or a lower treaty rate if applicable to such shareholder).

Each of the Large-Cap Growth Portfolio, Aggressive Growth Portfolio and
International Equity Portfolio may, from time to time, invest in "passive
foreign investment companies" (PFICs). A PFIC is a foreign corporation that, in
general, meets either of the following tests: (a) at least 75% of its gross
income is passive or (b) an average of at least 50% of its assets produce, or
are held for the production of, passive income. If any such Portfolio acquires
and holds stock in a PFIC beyond the end of the year of its acquisition, the
Portfolio will be subject to federal income tax on a portion of any "excess
distribution" received on the stock or of any gain from disposition of the stock
(collectively, PFIC income), plus interest thereon, even if the Portfolio
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Portfolio's investment
company taxable income and, accordingly, will not be taxable to it to the extent
that income is distributed to its shareholders. A Portfolio may make a
"mark-to-market" election with respect to any stock it holds of a PFIC. If the
election is in effect, at the end of the Fund's taxable year, the Portfolio will
recognize the amount of gains, if any, with respect to PFIC stock. Any gains
resulting from such elections will be treated as ordinary income. No loss will
be recognized on PFIC stock. Alternatively, the Portfolio may elect to treat any
PFIC in which it invests as a "qualified electing fund," in which case, in lieu
of the foregoing tax and interest obligation, the Portfolio will be required to
include in income each year its pro rata share of the qualified electing fund's
annual ordinary earnings and net capital gain, even if they are not distributed
to the Portfolio; those amounts would be subject to the distribution
requirements applicable to the Portfolio described above. It may be very
difficult, if not impossible, to make this election because of certain
requirements thereof.

Each of the Focused Growth and Income and Value Portfolios may invest in
real estate investment trusts ("REITs") that hold residual interests in REMICs.
Under Treasury regulations that

B-79
<PAGE>

have not yet been issued, but may apply retroactively, a portion of the
Portfolio's income from a REIT that is attributable to the REIT's residual
interest in a REMIC (referred to in the Code as an "excess inclusion") will be
subject to federal income tax. These regulations are also expected to provide
that excess inclusion income of a regulated investment company, such as the
Fund, will be allocated to shareholders of the regulated investment company in
proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest
directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for
certain thrift institutions), (ii) will constitute unrelated business taxable
income to entities (including a qualified pension plan, an individual retirement
account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax
on unrelated business income, thereby potentially requiring such an entity that
is allocated excess inclusion income, and otherwise might not be required to
file a tax return, to file a tax return and pay tax on such income, and (iii) in
the case of a foreign shareholder, will not qualify for any reduction in U.S.
federal withholding tax. In addition, if at any time during any taxable year a
"disqualified organization" (as defined in the Code) is a record holder of a
share in a regulated investment company, then the regulated investment company
will be subject to a tax equal to that portion of its excess inclusion income
for the taxable year that is allocable to the disqualified organization,
multiplied by the highest federal income tax rate imposed on corporations.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations currently in effect.
Shareholders are urged to consult their tax advisors regarding specific
questions as to Federal, state and local taxes. In addition, foreign investors
should consult with their own tax advisors regarding the particular tax
consequences to them of an investment in each Portfolio. Qualification as a
regulated investment company under the Code for tax purposes does not entail
government supervision of management and investment policies.

RETIREMENT PLANS

Shares of each Portfolio are eligible to be purchased in conjunction with
various types of qualified retirement plans. The summary below is only a brief
description of the federal income tax laws for each plan and does not purport to
be complete. Further information or an application to invest in shares of a
Portfolio by establishing any of the retirement plans described below may be
obtained by calling Retirement Plans at (800) 858-8850. However, it is
recommended that a shareholder considering any retirement plan consult a tax
adviser before participating.

Pension and Profit-Sharing Plans. Sections 401(a) and 401(k) of the Code permit
business employers and certain associations to establish pension and profit
sharing plans for employees. Shares of a Portfolio may be purchased by those who
would have been covered under the rules governing old H.R. 10 (Keogh) Plans, as
well as by corporate plans. Each business retirement plan provides tax
advantages for owners and participants. Contributions made by the employer are
tax- deductible, and participants do not pay taxes on contributions or earnings
until withdrawn.

Tax-Sheltered Custodial Accounts. Section 403(b)(7) of the Code permits public
school employees and employees of certain types of charitable, educational and
scientific organizations specified in Section 501(c)(3) of the Code, to purchase
shares of a Portfolio and, subject to certain limitations, exclude the amount of
purchase payments from gross income for tax purposes.

Individual Retirement Accounts (IRA). Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program, including
Simplified Employee Pension Plans,

B-80
<PAGE>

commonly referred to as SEP-IRA. Section 408A of the Code treats Roth IRAs as
IRAs subject to certain special rules applicable thereto. IRAs are subject to
limitations with respect to the amount that may be contributed, the eligibility
of individuals to make contributions, the amount if any, entitled to be
contributed on a deductible basis, and the time in which distributions would be
allowed to commence. In addition, certain distributions from some other types of
retirement plans may be placed on a tax-deferred basis in an IRA.

Salary Reduction Simplified Employee Pension (SARSEP). This plan was introduced
by a provision of the Tax Reform Act of 1986 as a unique way for small employers
to provide the benefit of retirement planning for their employees. Contributions
are deducted from the employee's paycheck before tax deductions and are
deposited into an IRA by the employer. These contributions are not included in
the employee's income and therefore are not reported or deducted on his or her
tax return.

Savings Incentive Match Plan for Employees ("SIMPLE IRA"). This plan was
introduced by a provision of the Small Business Job Protection Act of 1996 to
provide small employers with a simplified tax-favored retirement plan.
Contributions are deducted from the employee's paycheck before taxes and are
deposited into a SIMPLE IRA by the employer, who must make either matching
contributions or non-elective contributions. Contributions are tax-deductible
for the employer and participants do not pay taxes on contributions on earnings
until they are withdrawn.

Roth IRA. This plan, introduced by Section 302 of the Taxpayer Relief Act of
1997, generally permits individuals with adjusted gross income of up to $95,000,
and married couples with joint adjusted gross income of up to $150,000, to
contribute to a "Roth IRA." Contributions are not tax-deductible, but
distribution of assets (contributions and earnings) held in the account for at
least five years may be distributed tax-free under certain qualifying
conditions.

Education IRA. Established by the Taxpayer Relief Act of 1997, under Section 530
of the Code, this plan permits individuals to contribute to an IRA on behalf of
any child under the age of 18. Contributions are not tax-deductible but
distributions are tax-free if used for qualified educational expenses.

DESCRIPTION OF SHARES

Ownership of the Fund is represented by shares of common stock. The total
number of shares that the Fund has authority to issue is one billion
(1,000,000,000) shares of common stock (par value $0.0001 per share), amounting
in aggregate par value to one hundred thousand dollars ($100,000.00).

Currently, nine Portfolios of shares of the Fund have been authorized
pursuant to the Fund's Articles of Incorporation ("Articles"): the Large-Cap
Growth Portfolio, the Mid-Cap Growth Portfolio, the Aggressive Growth Portfolio,
the Large-Cap Value Portfolio, the Value Portfolio, the Small-Cap Value
Portfolio, the Focus Portfolio, the Focused Growth and Income Portfolio, the
Focused Value Portfolio and the International Equity Portfolio. The Large-Cap
Growth Portfolio, the Mid-Cap Growth Portfolio, the Focused Growth and Income
Portfolio and the Focused Value Portfolio are divided into three classes of
shares, designated as Class A, Class B and Class II. The Aggressive Growth
Portfolio, Large-Cap Value Portfolio, Value Portfolio, Small-Cap Value
Portfolio, Focus Portfolio and International Equity Portfolio are divided into
four classes of shares,

B-81
<PAGE>

designated as Class A, Class B, Class II and Class Z. The Directors may
authorize the creation of additional Portfolios of shares so as to be able to
offer to investors additional investment portfolios within the Fund that would
operate independently from the Fund's present Portfolios, or to distinguish
among shareholders, as may be necessary, to comply with future regulations or
other unforeseen circumstances. Each Portfolio of the Fund's shares represents
the interests of the shareholders of that Portfolio in a particular portfolio of
Fund assets. In addition, the Directors may authorize the creation of additional
classes of shares in the future, which may have fee structures different from
those of existing classes and/or may be offered only to certain qualified
investors.

Shareholders are entitled to a full vote for each full share held. The
Directors have terms of unlimited duration (subject to certain removal
procedures) and have the power to alter the number of Directors, and appoint
their own successors, provided that at all times at least a majority of the
Directors have been elected by shareholders. The voting rights of shareholders
are not cumulative, so that holders of more than 50% of the shares voting can,
if they choose, elect all Directors being elected, while the holders of the
remaining shares would be unable to elect any Directors. Although the Fund need
not hold annual meetings of shareholders, the Directors may call special
meetings of shareholders for action by shareholder vote as may be required by
the 1940 Act. Also, a shareholders meeting must be called, if so requested in
writing by the holders of record of 10% or more of the outstanding shares of the
Fund. In addition, the Directors may be removed by the action of the holders of
record of two-thirds or more of the outstanding shares. All Portfolios of shares
will vote with respect to certain matters, such as election of Directors. When
all Portfolios are not affected by a matter to be voted upon, such as approval
of investment advisory agreements or changes in a Portfolio's policies, only
shareholders of the Portfolios affected by the matter may be entitled to vote.

The classes of shares of a given Portfolio are identical in all respects,
except that (i) each class may bear differing amounts of certain class-specific
expenses, (ii) Class A shares are subject to an initial sales charge, a
distribution fee and an ongoing account maintenance and service fee, (iii) Class
B shares are subject to a CDSC, a distribution fee and an ongoing account
maintenance and service fee, (iv) Class B shares convert automatically to Class
A shares on the first business day of the month seven years after the purchase
of such Class B Shares, (v) Class II shares are subject to an initial sales
charge, a distribution fee, an ongoing account maintenance and service fee and a
CDSC, (vi) each class has voting rights on matters that pertain to the Rule
12b-1 plan adopted with respect to such class, except that under certain
circumstances, the holders of Class B shares may be entitled to vote on material
changes to the Class A Rule 12b-1 plan, (vii) Class Z shares are not subject to
any sales charge or any distribution, account maintenance or service fee, and
(viii) each class of shares will be exchangeable only into the same class of
shares of any other Portfolio or other SunAmerica Funds that offer that class.
All shares of the Fund issued and outstanding and all shares offered by the
Prospectus when issued, are fully paid and non-assessable. Shares have no
preemptive or other subscription rights and are freely transferable on the books
of the Fund. In addition, shares have no conversion rights, except as described
above.

The Articles provide, to the fullest extent permitted by Maryland statutory
or decisional law, as amended or interpreted (as limited by the 1940 Act) that
no Director or officer of the Fund shall be personally liable to the Fund or to
stockholders for money damages. The Articles provide that the Fund shall
indemnify (i) the Directors and officers, whether serving the Fund or 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 (as limited by
the 1940 Act), including the advance of expenses under the

B-82
<PAGE>

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
Fund's By-laws and be permitted by law. The duration of the Fund shall be
perpetual.

B-83
<PAGE>

ADDITIONAL INFORMATION

Computation of Offering Price per Share

The following is the offering price calculation for each Class of
shares of the Portfolios. The Class A, Class B, Class II and Class Z
calculations are based on the value of each Portfolio's net assets and number of
shares outstanding on October 31, 1999.

<TABLE>
<CAPTION>
Large-Cap Growth Portfolio Mid-Cap Growth Portfolio
------------------------------------------ ------------------------------------------
Class A Class B Class II + Class A Class B Class II +
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Assets............... $28,050,043 $51,691,023 $18,659,081 $38,990,712 $70,476,599 $13,396,122

Number of Shares
Outstanding.............. 1,538,779 2,875,474 1,038,447 2,145,717 3,956,453 751,217

Net Asset Value Per
Share (net assets
divided by number of
shares) ................. $18.23 $17.98 $17.97 $18.17 $17.81 $17.83

Sales charge for
Class A Shares:
5.75% of offering
price (6.10% of net
asset value per
share)*.................. $1.11 ** - $1.11 **

Sales charge for
Class II Shares:
1.00% of offering
price (1.01% of net
asset value per
share)*.................. - ** $0.18 - ** $0.18

Offering Price........... $19.34 - $18.15 $19.28 - $18.01

</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B shares are not subject to an initial charge but may be subject
to a contingent deferred sales charge on redemption of shares within
six years of purchase.
+ Class II shares (previously designated as Class C shares other than for
the Focus Portfolio) may be subject to a contingent deferred sales
charge on redemption of shares within eighteen months of purchase.

B-84
<PAGE>

<TABLE>
<CAPTION>
Aggressive Growth Portfolio Focused Growth and Income Portfolio
------------------------------------------- --------------------------------------------------------
Class A Class B Class II+ Class Z Class A Class B Class II+
------- ------- --------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets....... $100,467,975 $140,508,402 $25,330,968 $624,388 $29,280,845 $39,635,931 $15,619,302

Number of
Shares
Outstanding ..... 2,145,717 5,486,552 989,494 23,670 1,710,287 2,345,144 925,037

Net Asset
Value Per
Share (net
assets
divided by
number of
shares) ......... $26.13 $25.61 $25.60 $26.38 $17.12 $16.90 $16.89

Sales
charge for
Class A
Shares:
5.75% of
offering price
(6.10% of net
asset value
per share)* ..... $1.59 ** - - $1.04 **

Sales charge
for Class II
Shares:
1.00% of
offering price
(1.01% of net
asset value
per share)*...... - ** $0.26 - - ** $0.17

Offering
Price............ $27.72 - $25.86 $26.38 $18.16 - $17.06

</TABLE>

- -----------------------

* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B shares are not subject to an initial charge but may be subject
to a contingent deferred sales charge on redemption of shares within
six years of purchase.
+ Class II shares (previously designated as Class C shares other than for
the Focus Portfolio) may be subject to a contingent deferred sales
charge on redemption of shares within eighteen months of purchase.

B-85
<PAGE>

Large-Cap Value Portfolio
-------------------------
Class A Class B Class II+ Class Z
------- ------- --------- -------

Net Assets............ $15,996,203 $31,422,544 $10,663,661 $240,743

Number
of Shares
Outstanding .......... 1,138,533 2,265,899 768,841 16,973

Net Asset Value
Per
Share (net assets
divided by number
of shares) ........... $14.05 $13.87 $13.87 $14.18

Sales charge for
Class A Shares:
5.75% of offering
price (6.10% of net
asset value per
share)* .............. $0.86 ** - -

Sales charge for
Class II Shares:
1.00% of offering
price (1.01% of net
asset value per
share)*............... - ** $0.14 -

Offering Price........ $14.91 - $14.01 $14.18

B-86
<PAGE>

Value Portfolio
---------------
Class A Class B Class II+ Class Z
-------- -------- ---------- --------

Net Assets............... $58,581,052 $95,111,535 $12,976,420 $73,719

Number of Shares
Outstanding ............. 3,482,688 5,760,311 786,093 4,345

Net Asset Value Per
Share (net assets
divided by number of
shares) ................. $16.82 $16.51 $16.51 $16.97

Sales charge for
Class A Shares:
5.75% of offering
price (6.10% of net
asset value per
share)* ................. $1.03 ** - -

Sales charge for
Class II Shares:
1.00% of offering
price (1.01% of net
asset value per
share)*.................. - ** $0.17 -

Offering Price........... $17.85 - $16.68 $16.97

B-87
<PAGE>

<TABLE>
<CAPTION>
Small-Cap Value Portfolio
-------------------------
Class A Class B Class II+ Class Z
------- ------- --------- -------
<S> <C> <C> <C> <C>
Net Assets............... $15,473,271 $22,600,723 $7,230,375 $78,406

Number of Shares
Outstanding ............. 1,322,315 1,957,731 626,090 6,649

Net Asset Value Per
Share (net assets
divided by number of
shares) ................. $11.70 $11.54 $11.55 $11.79

Sales charge for
Class A Shares:
5.75% of offering
price (6.10% of net
asset value per
share)* ................. $0.71 ** - -

Sales charge for
Class II Shares:
1.00% of offering
price (1.01% of net
asset value per
share)*.................. - ** $0.12 -

Offering Price........... $12.41 - $11.67 $11.79
</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge is
applicable.
** Class B shares are not subject to an initial charge but may be subject to a
contingent deferred sales charge on redemption of shares within six years of
purchase.
+ Class II shares (previously designated as Class C shares other than for the
Focus Portfolio) may be subject to a contingent deferred sales charge on
redemption of shares within eighteen months of purchase.

B-88
<PAGE>

<TABLE>
<CAPTION>
International Equity Portfolio
------------------------------
Class A Class B Class II+ Class Z
------- ------- --------- -------
<S> <C> <C> <C> <C>
Net Assets............... $29,323,709 $47,341,531 $11,708,616 $31,668

Number of Shares
Outstanding.............. 2,055,964 3,385,281 837,167 2,198

Net Asset Value Per
Share (net assets
divided by number of
shares) ................. $14.26 $13.98 $13.99 $14.41

Sales charge for Class
A Shares: 5.75% of
offering price (6.10%
of net asset value per
share)* ................. $0.87 ** - -

Sales charge for Class
II Shares: 1.00% of
offering price (1.01%
of net asset value per
share)*.................. - ** $0.14 -

Offering Price........... $15.13 - $14.13 $14.41
</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge is
applicable.
** Class B shares are not subject to an initial charge but may be subject to a
contingent deferred sales charge on redemption of shares within six years of
purchase.
+ Class II shares (previously designated as Class C shares other than for the
Focus Portfolio) may be subject to a contingent deferred sales charge on
redemption of shares within eighteen months of purchase.

B-89
<PAGE>

Focus Portfolio
---------------
Class A Class B Class II+ Class Z++
------- ------- --------- ---------
<S> <C> <C> <C> <C>
Net Assets............... $169,733,685 $271,531,337 $261,536,364 $2,521,789

Number of Shares
Outstanding ............. 8,825,047 14,251,366 13,727,738 130,882

Net Asset Value Per
Share (net assets
divided by number of
shares) ................. $19.23 $19.05 $19.05 $19.27

Sales charge for
Class A Shares:
5.75% of offering
price (6.10% of net
asset value per
share)* ................. $1.17 ** -- --

Sales charge for
Class II Shares:
1.00% of offering
price (1.01% of net
asset value per
share)*.................. - ** $0.19 --

Offering Price........... $20.40 - $19.24 $19.27

</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge is
applicable.
** Class B shares are not subject to an initial charge but may be subject
to a contingent deferred sales charge on redemption of shares within
six years of purchase.
+ Class II shares may be subject to a contingent deferred sales charge on
redemption of shares within eighteen months of purchase.
++ Class Z shares with respect to the Focus Portfolio commenced offering on
April 1, 1999.

B-90
<PAGE>

Focus Value Portfolio
---------------------
Class A Class B Class II
------- ------- --------

Net Assets............... $12,500 $12,500 $12,500

Number of Shares
Outstanding ............. 1000 1000 1000

Net Asset Value Per
Share (net assets
divided by number of
shares) ................. $12.50 $12.50 $12.50

Sales charge for
Class A Shares:
5.75% of offering
price (6.10% of net
asset value per
share)* ................. $0.76 -- --

Sales charge for
Class II Shares:
1.00% of offering
price (1.01% of net
asset value per
share)*.................. - -- $0.13

Offering Price........... $13.26 - $12.63

- --------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge is
applicable.

Reports to Shareholders. The Fund sends audited annual and unaudited semi-annual
reports to shareholders of each of the Portfolios. In addition, the Transfer
Agent sends a statement to each shareholder having an account directly with the
Fund to confirm transactions in the account.

Custodian and Transfer Agency. State Street Bank and Trust Company, 1776
Heritage Drive, North Quincy, MA 02171, serves as Custodian and Transfer Agent
for the Portfolios and in those capacities maintains certain financial and
accounting books and records pursuant to agreements with the Fund. Transfer
agent functions are performed for State Street by National Financial Data
Services, P.O. Box 419572, Kansas City, MO 64141-6572, an affiliate of State
Street.

Independent Accountants and Legal Counsel. PricewaterhouseCoopers LLP, 1177
Avenue of the Americas, New York, NY 10036, has been selected to serve as the
Fund's independent accountants and in that capacity examines the annual
financial statements of the Fund. The firm of Swidler Berlin Shereff Friedman,
LLP, 919 Third Avenue, New York, NY 10022, has been selected as legal counsel to
the Fund.

B-91
<PAGE>

FINANCIAL STATEMENTS

The Fund's audited financial statements are incorporated into this
Statement of Additional Information by reference to its 1999 annual report to
shareholders. You may request a copy of the annual report at no charge by
calling (800) 858-8850 or writing the Fund at SunAmerica Fund Services, Inc.,
Mutual Fund Operations, The SunAmerica Center, 733 Third Avenue, New York, New
York 10017-3204.

B-92
<PAGE>

APPENDIX

CORPORATE BOND AND COMMERCIAL PAPER RATINGS

Description of Moody's Corporate Ratings

Aaa Bonds rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by
a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa Bonds rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present that make the long-term risks appear somewhat
larger than in Aaa securities.

A Bonds rated A possess many favorable investment attributes and
are considered as upper medium grade obligations. Factors
giving security to principal and interest are considered
adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.

Baa Bonds rated Baa are considered as medium grade obligations;
i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.

Ba Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the
protection of interest and principal payments may be very
moderate, and therefore not well safeguarded during both good
and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B Bonds rated B generally lack characteristics of desirable
investments. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long
period of time may be small.

Caa Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with
respect to principal or interest.

Appendix-1

<PAGE>

Ca Bonds rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other
marked shortcomings.

C Bonds rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Note: Moody's may apply numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of the generic rating
category.

Description of Moody's Commercial Paper Ratings

The term "commercial paper" as used by Moody's means promissory
obligations not having an original maturity in excess of nine months. Moody's
makes no representations as to whether such commercial paper is by any other
definition "commercial paper" or is exempt from registration under the
Securities Act.

Moody's commercial paper ratings are opinions of the ability of issuers
to repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act, nor does it represent that
any specific note is a valid obligation of a rated issuer or issued in
conformity with any applicable law. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:

Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

-- Leading market positions in well established industries
-- High rates of return on funds employed
-- Conservative capitalization structures with moderate reliance on
debt and ample asset protection
-- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation
-- Well established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Appendix-2

<PAGE>

Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
level of debt protection measurements and the requirement for relatively high
financial leverage. Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating
categories.

If an issuer represents to Moody's that its commercial paper
obligations are supported by the credit of another entity or entities, then the
name or names of such supporting entity or entities are listed within
parentheses beneath the name of the issuer, or there is a footnote referring the
reader to another page for the name or names of the supporting entity or
entities. In assigning ratings to such issuers, Moody's evaluates the financial
strength of the indicated affiliated corporations, commercial banks, insurance
companies, foreign governments or other entities, but only as one factor in the
total rating assessment. Moody's makes no representation and gives no opinion on
the legal validity or enforceability of any support arrangement. You are
cautioned to review with your counsel any questions regarding particular support
arrangements.

Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks that may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships that exist with the issuer; and (8) recognition by management of
obligations that may be present or may arise as a result of public interest
questions and preparations to meet such obligations.

Description of Standard & Poor's Corporate Debt Ratings

A Standard & Poor's corporate or municipal rating is a current
assessment of the creditworthiness of an obligor with respect to a specific
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.

The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.

The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other reasons.

Appendix-3

<PAGE>

The ratings are based, in varying degrees, on the following
considerations: (1) likelihood of default capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation; (2) nature of and provisions of the
obligation; and (3) protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or other arrangement under
the laws of bankruptcy and other laws affecting creditors' rights.

AAA Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is
extremely strong.

AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest-rated issues only
in small degree.

A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher-rated categories.

BBB Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than for debt in higher-rated categories.

Debt rated BB, B, CCC, CC and C are regarded as having
predominantly speculative characteristics with respect to
capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposure to adverse conditions.

BB Debt rated BB has less near-term vulnerability to default than
other speculative grade debt. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or
economic conditions that could lead to inadequate capacity to
meet timely interest and principal payment. The BB rating
category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.

B Debt rated B has a greater vulnerability to default but
presently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an
actual or implied BB or BB- rating.

CCC Debt rated CCC has a current identifiable vulnerability to
default, and is dependent upon favorable business, financial
and economic conditions to meet timely payments

Appendix-4

<PAGE>

of interest and repayments of principal. In the event of
adverse business, financial or economic conditions, it is not
likely to have the capacity to pay interest and repay
principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or
implied B or B- rating.

CC The rating CC is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC rating.

C The rating C is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC- debt
rating. The C rating may be used to cover a situation where a
bankruptcy petition has been filed but debt service payments
are continued.

CI The rating CI is reserved for income bonds on which no
interest is being paid.

D Debt rated D is in default. The D rating is assigned on the
day an interest or principal payment is missed. The D rating
also will be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.

Plus (+) or minus (-): The ratings of AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within these
ratings categories.

Provisional ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood or risk of default upon failure of such completion. The investor
should exercise judgment with respect to such likelihood and risk.

L The letter "L" indicates that the rating pertains to the
principal amount of those bonds to the extent that the
underlying deposit collateral is insured by the Federal
Savings & Loan Insurance Corp. or the Federal Deposit
Insurance Corp. and interest is adequately collateralized.

* Continuance of the rating is contingent upon Standard & Poor's
receipt of an executed copy of the escrow agreement or closing
documentation confirming investments and cash flows.

NR Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that
Standard & Poor's does not rate a particular type of
obligation as a matter of policy.

Appendix-5

<PAGE>

Debt Obligations of Issuers outside the United States and its
territories are rated on the same basis as domestic corporate and municipal
issues. The ratings measure the credit-worthiness of the obligor but do not take
into account currency exchange and related uncertainties.

Bond Investment Quality Standards: Under present commercial bank regulations
issued by the Comptroller of the Currency, bonds rated in the top four
categories ("AAA," "AA," "A," "BBB," commonly known as "investment grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments impose certain rating or
other standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.

Description of Standard & Poor's Commercial Paper Ratings.

A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment of debt having an original maturity of not more
than 365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest.

A Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category
are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety.

A-1 This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those
issues designated "A-1" that are determined to possess
overwhelming safety characteristics are denoted with a plus
(+) sign designation.

A-2 Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high
as for issues designated "A-1."

A-3 Issues carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more
vulnerable to the adverse effect of changes in circumstances
than obligations carrying the higher designations.

B Issues rated "B" are regarded as having only adequate capacity
for timely payment. However, such capacity may be damaged by
changing conditions or short-term adversities.

C This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.

D This rating indicates that the issue is either in default or
is expected to be in default upon maturity.

Appendix-6

<PAGE>

The commercial paper rating is not a recommendation to purchase or sell
a security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended, or withdrawn as a result of changes in or
unavailability of such information.

Appendix-7

<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. Filed herewith.

(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. Filed herewith

(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 Associates, Inc. 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 Associates, Inc. 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. 21 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 25th day
of February, 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 February 25, 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 February 25, 2000
- -----------------------------------
Attorney-in-Fact
Robert M. Zakem
</TABLE>

<PAGE>

Exhibit Index

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

(d) Subadvisory Agreement between SunAmerica and Fred Alger
Management, Inc.

(i) Opinion and Consent of Counsel

(j) Consent of Independent Accountants

<PAGE>

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT is dated as of January 19, 2000, by and
between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the
"Adviser"), and FRED ALGER MANAGEMENT, INC., a New York corporation (the
"Subadviser").

WITNESSETH:

WHEREAS, the Adviser and SunAmerica Style Select Series, Inc., a
Maryland corporation (the "Corporation"), have entered into an Investment
Advisory and Management Agreement dated as of January 1, 1999, (the "Advisory
Agreement") pursuant to which the Adviser has agreed to provide investment
management, advisory and administrative services to the Corporation; and

WHEREAS, the Corporation is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company
and may issue shares of common stock, par value $.0001 per share, in separately
designated series representing separate funds with their own investment
objectives, policies and purposes; and

WHEREAS, the Subadviser is engaged in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish
investment advisory services to each investment series of the Corporation listed
on Schedule A attached hereto (each, a "Portfolio"), and the Subadviser is
willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of
the Subadviser in furtherance of its Investment Advisory and Management
Agreement with the Corporation. Pursuant to this Subadvisory Agreement and
subject to the oversight and review of the Adviser, the Subadviser will manage
the investment and reinvestment of a portion of the assets of each Portfolio
listed on Schedule A attached hereto. The Subadviser will determine in its
discretion and subject to the oversight and review of the Adviser, the
securities to be purchased or sold, will provide the Adviser with records
concerning its activities which the Adviser or the Corporation is required to
maintain, and will render regular reports to the Adviser and to officers and
Directors of the Corporation concerning its discharge of the foregoing
responsibilities. The Subadviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Directors of the Corporation and
in compliance with such policies as the Directors of the Corporation may from
time to time establish and communicate to the Subadviser, and in compliance with
(a) the objectives,

<PAGE>

policies, and limitations for the Portfolio set forth in the Corporation's
current prospectus and statement of additional information as provided to the
Subadviser, and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that the portion
of each Portfolio set forth in Schedule A managed by it will at all times be
operated and managed in compliance with all applicable federal and state laws
governing its operations and investments. Without limiting the foregoing and
subject to Section 9(c) hereof, the Subadviser represents and warrants (1) that
the management of the assets of a Portfolio managed by it will be designed to
achieve qualification by each Portfolio to be treated as a "regulated investment
company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as
amended (the "Code"), and (2) compliance with (a) the provisions of the Act and
rules adopted thereunder that relate to the investment of Portfolio assets,
including depositing those assets in custody with institutions designated by the
Corporation; and (b) applicable federal and state securities and commodities
laws (other than state securities laws relating to the amount of Portfolio
shares that may be sold in a particular state); provided that for purposes of
Section 17(a), (d) and (e), Subadviser shall effect compliance only in relation
to affiliated persons identified to it by the Adviser and its own affiliates.
The Subadviser further represents and warrants that only with respect to any
statements or omissions made in any Registration Statement for shares of the
Corporation, or any amendment or supplements thereto, made in reliance upon and
in conformity with information furnished by the Subadviser expressly for use
therein, such Registration Statement and any amendments or supplements thereto
will, when they become effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and regulations of the
Commission thereunder (the "1933 Act") and the Act and will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading.

The Subadviser accepts such employment and agrees, at its own expense,
to render the services set forth herein and to provide the office space,
furnishings, equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.

2. Portfolio Transactions. The Subadviser is responsible for decisions
to buy or sell securities and other investments for each Portfolio, selection of
broker-dealers and futures commission merchants, and negotiation of brokerage
commission and futures commission merchants' rates. As a general matter, in
executing Portfolio transactions, the Subadviser may employ or deal with such
broker-dealers or futures commission merchants as may, in the Subadviser's best
judgement, provide prompt and reliable execution of the transactions at
favorable prices and reasonable commission rates. In selecting such
broker-dealers or futures commission merchants, the Subadviser shall consider
all relevant factors including price (including the applicable brokerage
commission, dealer spread or futures commission merchant rate), the size of the
order, the nature of the market for the security or other investment, the timing
of the transaction, the reputation, experience and financial stability of the
broker-dealer or futures commission merchant involved, the quality of the
service, the difficulty of execution, the execution capabilities and operational
facilities of the firm involved, and, in the case of securities, the
broker-dealer's or futures commission

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<PAGE>

merchant's risk in positioning a block of
securities. Subject to such policies as the Directors may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the Subadviser shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of the Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker or dealer would have charged for effecting that transaction, if the
Subadviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in terms of
either that particular transaction or the Subadviser's overall responsibilities
with respect to such Portfolio and to other clients as to which the Subadviser
exercises investment discretion. In accordance with Section 11(a) of the 1934
Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and
regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the
Subadviser may engage its affiliates, the Adviser and its affiliates or any
other subadviser to the Corporation and its respective affiliates, as
broker-dealers or futures commission merchants to effect Portfolio transactions
in securities and other investments for a Portfolio. The Subadviser will
promptly communicate to the Adviser and to the officers and the Directors of the
Corporation such information relating to Portfolio transactions as they may
reasonably request. To the extent consistent with applicable law, the Subadviser
may aggregate purchase or sell orders for the Portfolio with contemporaneous
purchase or sell orders of other clients of the Subadviser or its affiliated
persons. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Subadviser
in the manner the Subadviser determines to be equitable and consistent with its
and its affiliates' fiduciary obligations to the Portfolio and to such other
clients. The Adviser hereby acknowledges that such aggregation of orders may not
result in more favorable pricing or lower brokerage commissions in all
instances.

3. Compensation of the Subadviser. The Subadviser shall not be entitled
to receive any payment from the Corporation and shall look solely and
exclusively to the Adviser for payment of all fees for the services rendered,
facilities furnished and expenses paid by it hereunder. As full compensation for
the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser
a fee at the annual rates set forth in Schedule A hereto with respect to the
portion of the assets managed by the Subadviser for each Portfolio listed
thereon. Such fee shall be accrued daily and paid monthly as soon as practicable
after the end of each month (i.e., the applicable annual fee rate divided by 365
applied to each prior day's net assets of each Portfolio in order to calculate
the daily accrual). If the Subadviser shall provide its services under this
Agreement for less than the whole of any month, the foregoing compensation shall
be prorated.

4. Other Services. At the request of the Corporation or the Adviser,
the Subadviser in its discretion may make available to the Corporation, office
facilities, equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered by the
Subadviser and billed to the Corporation or the Adviser at the Subadviser's
cost.

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<PAGE>

5. Reports. The Corporation, the Adviser and the Subadviser agree to
furnish to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs and that of the Corporation as each may reasonably request.

6. Status of the Subadviser. The services of the Subadviser to the
Adviser and the Corporation are not to be deemed exclusive, and the Subadviser
shall be free to render similar services to others. The Subadviser shall be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the
Corporation in any way or otherwise be deemed an agent of the Corporation.

7. Certain Records. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments for the portion of Portfolio managed by
the Subadviser that are required to be maintained by the Corporation pursuant to
the requirements of Rule 31a-1 of that Act. Any records required to be
maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2
promulgated under the Act which are prepared or maintained by the Subadviser on
behalf of the Corporation are the property of the Corporation and will be
surrendered promptly to the Corporation or the Adviser on request.

The Subadviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby shall be subject at any time,
and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Corporation's
auditors, the Corporation or any representative of the Corporation, the Adviser,
or any governmental agency or other instrumentality having regulatory authority
over the Corporation.

8. Reference to the Subadviser. The Corporation or the Adviser or any
affiliate or agent thereof shall have the right to make reference to or use the
name of the Subadviser or any of its affiliates in any advertising or
promotional materials unless the Subadviser, by written notice withholds such
right, however the right shall not be unreasonably withheld.

9. Liability of the Subadviser. (a) In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties ("Disabling Conduct") hereunder on the part of the Subadviser (and its
officers, directors, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Subadviser) the Subadviser shall
not be subject to liability to the Adviser, its officers, directors, agents,
employees, controlling persons or shareholders or to the Corporation or to any
shareholder of the Corporation for any act or omission in the course of, or
connected with, rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which this Agreement relates, except to the
extent specified in Section 36(b) of the Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services. Except for such Disabling Conduct, the Adviser shall indemnify the
Subadviser (and its officers, directors, partners, agents, employees,
controlling persons, shareholders and any other

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<PAGE>

person or entity affiliated with the Subadviser) (collectively, the "Indemnified
Parties") from any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) arising from the Subadviser's
providing services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser
and its affiliates and each of its directors and officers and each person, if
any, who controls the Adviser within the meaning of Section 15 of the 1933 Act
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which the Adviser or its
affiliates or such directors, officers or controlling person may become subject
under the 1933 Act, under other statutes, at common law or otherwise, which may
be based upon breach of this Agreement by the Subadviser; provided, however,
that in no case is the Subadviser's indemnity in favor of any person deemed to
protect such other persons against any liability to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his, her or its duties or by reason of his, her
or its reckless disregard of his, her or its obligations and duties under this
Agreement.

(c) The Subadviser shall not be liable to the Adviser its officers,
directors, agents, employees, controlling persons or shareholders or to the
Corporation or its shareholders for (i) any acts of the Adviser or any other
subadviser to the Portfolio with respect to the portion of the assets of a
Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result
from or are based upon acts of the Adviser, including, but not limited to, a
failure of the Adviser to provide accurate and current information with respect
to any records maintained by Adviser or any other subadviser to a Portfolio,
which records are not also maintained by the Subadviser or, to the extent such
records relate to the portion of the assets managed by the Subadviser, otherwise
available to the Subadviser upon reasonable request. The Adviser agrees that
Subadviser shall manage the portion of the assets of a Portfolio allocated to it
as if it was a separate operating portfolio and shall comply with subsections
(a) and (b) of Section I of this Subadvisory Agreement (including, but not
limited to, the investment objectives, policies and restrictions applicable to a
Portfolio and qualifications of a Portfolio as a regulated investment company
under the Code) only with respect to the portion of assets of a Portfolio
allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties
from any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) arising from the conduct of the Adviser,
the Corporation and any other subadviser with respect to the portion of a
Portfolio's assets not allocated to Subadviser and with respect to any other
portfolio of the Corporation.

10. Permissible Interests. Directors and agents of the Corporation are
or may be interested in the Subadviser (or any successor thereof) as directors,
partners, officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Subadviser are or may be interested in
the Corporation as Directors, or otherwise; and the Subadviser (or any
successor) is or may be interested in the Corporation in some manner.

11. Term of the Agreement. This Agreement shall continue in full force
and effect with respect to each Portfolio until two years from the date hereof,
and from year to year thereafter so long

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<PAGE>

as such continuance is specifically approved at least annually (i) by the vote
of a majority of those Directors of the Corporation who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the Directors of
the Corporation or by vote of a majority of the outstanding voting securities of
the Portfolio voting separately from any other series of the Corporation.

With respect to each Portfolio, this Agreement may be terminated at any
time, without payment of a penalty by the Portfolio or the Corporation, by vote
of a majority of the Directors, or by vote of a majority of the outstanding
voting securities (as defined in the Act) of the Portfolio, voting separately
from any other series of the Corporation, or by the Adviser, on not less than 30
nor more than 60 days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at any time,
without the payment of any penalty, on 90 days' written notice to the Adviser
and the Corporation. The termination of this Agreement with respect to any
Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner
required by the Act) shall not affect the continued effectiveness of this
Agreement with respect to each other Portfolio subject hereto. This Agreement
shall automatically terminate in the event of its assignment (as defined by the
Act).

This Agreement will also terminate in the event that the Advisory
Agreement by and between the Corporation and the Adviser is terminated.

12. Severability. This Agreement constitutes the entire Agreement
between the parties hereto. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

13. Survival. Section 9 and the right to receive amounts due under
Section 3 shall survive termination of this Agreement.

14. Amendments. This Agreement may be amended by mutual consent in
writing, but the consent of the Corporation must be obtained in conformity with
the requirements of the Act.

15. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the Act. To
the extent the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Act, the
latter shall control.

16. Separate Series. Pursuant to the provisions of the Articles of
Incorporation and the General Laws of the State of Maryland, each Portfolio is a
separate series of the Corporation, and all debts, liabilities, obligations and
expenses of a particular Portfolio shall be enforceable only against the assets
of that Portfolio and not against the assets of any other Portfolio or of the
Corporation as a whole.

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<PAGE>

17. Brokerage. The Adviser agrees that the Subadviser has the right to
direct brokerage to whomever it deems appropriate, subject to Paragraph 2 of
this Agreement, including, but not limited to its affiliate, Fred Alger &
Company, Incorporated, member of the New York Stock Exchange, Inc. Subadviser
represents and warrants that any affiliated brokerage will comply with each
Fund's Procedures Pursuant to Rule 17e-1, Section 17 of the Act and all
applicable laws, rules and regulations.

18. Notices. All notices shall be in writing and deemed properly given
when delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:

Subadviser: Fred Alger Management, Inc.
One World Trade Center - 93rd Floor
New York, New York 10048
Attention: Gregory S. Duch

Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue, Third Floor
New York, NY 10017-3204
Attention: Robert M. Zakem
Senior Vice President and
General Counsel

IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of the date first above
written.

SUNAMERICA ASSET MANAGEMENT CORP.

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

FRED ALGER MANAGEMENT, INC.

By: /s/ Gregory S. Duch
---------------------------------
Name: Gregory S. Duch
Title: Executive Vice President

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<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. 21 (the "Amendment") to the Registration Statement
on Form N-1A (the "Registration Statement") which registers an indefinite number
shares of beneficial interest of each 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

<PAGE>

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Statement of

Additional Information constituting part of this Post-Effective Amendment No. 21

to the registration statement on Form N-1A ("Registration Statement) of our

report dated December 15, 1999, relating to the financial statements and

financial highlights appearing in the October 31, 1999 Annual Report to

Shareholders of SunAmerica Style Select Series, Inc., which are also

incorporated by reference into the Registration Statement. We also consent to

the references to us under the heading "Financial Highlights" in the Prospectus

and under the heading "Additional Information - Independent Accountants and

Legal Counsel" in the Statement of Additional Information.

/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP

New York, New York
February 24, 2000