STYLE SELECT SERIES INC, 497, 2000-05-26

STYLE SELECT SERIES INC
497, 2000-05-26

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FEBRUARY 28, 2000 PROSPECTUS

AS SUPPLEMENTED MAY 22, 2000
SUNAMERICA STYLE SELECT SERIES(R)

o LARGE-CAP GROWTH PORTFOLIO
o MID-CAP GROWTH PORTFOLIO
o AGGRESSIVE GROWTH PORTFOLIO
o LARGE-CAP VALUE PORTFOLIO
o VALUE PORTFOLIO
o SMALL-CAP VALUE PORTFOLIO
o FOCUS PORTFOLIO
o FOCUSED TECHNET PORTFOLIO
o FOCUSED GROWTH AND INCOME PORTFOLIO
o FOCUSED VALUE PORTFOLIO
o INTERNATIONAL EQUITY PORTFOLIO

<S> <C>
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
o FUNDS
</TABLE>
<PAGE>
TABLE OF CONTENTS
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<TABLE>

<S> <C>
FUND HIGHLIGHTS .................................................................... 2

SHAREHOLDER ACCOUNT INFORMATION ................................................... 21

MORE INFORMATION ABOUT THE PORTFOLIOS ............................................. 28

INVESTMENT STRATEGIES ......................................................... 28

GLOSSARY ...................................................................... 32

INVESTMENT TERMINOLOGY ................................................... 32

RISK TERMINOLOGY ......................................................... 33

FUND MANAGEMENT ................................................................... 34

INFORMATION ABOUT ADVISERS ........................................................ 35

FINANCIAL HIGHLIGHTS .............................................................. 46
SUNAMERICA
MUTUAL
o FUNDS
</TABLE>
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FUND HIGHLIGHTS
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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,
PRINCIPAL STRATEGIES AND TECHNIQUES?

A:
STYLE-BASED PORTFOLIOS

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
</TABLE>

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 TECHNET long-term growth and active trading of equity securities of companies
PORTFOLIO growth of focus that demonstrate the potential for long-term
capital growth of capital and that the Advisers believe
will benefit significantly from technological
advances or improvements, without regard to
market capitalization

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>

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, FOCUSED TECHNET
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.

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2
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ADDITIONAL INFORMATION ABOUT THE FOCUSED TECHNET PORTFOLIO'S PRINCIPAL
INVESTMENT TECHNIQUES
The Portfolio will invest in up to thirty companies whose principal businesses
the Advisers believe will significantly benefit from advances or improvements in
technology ("technology companies"). Technology companies include companies in
many industries that rely extensively on technology in their product development
or operations, are expected to benefit from technological advances and
improvements, or may be experiencing growth in sales and earnings driven by
technology related research, products or services.
The broad industry categories in which technology companies may be found include
computer software and hardware, network and capital broadcasting, internet and
internet-related businesses, the development, production, sale, and distribution
of goods or services used in the broadcast and media industries, communications
services or equipment, the design, manufacture, or sale of electric components,
defense and data storage and retrieval, healthcare and biotechnology. The
relative size of the Portfolio's investment within these industries will vary
from time to time, and at times, one of these industries may not be represented
in the Portfolio's holdings.
The Portfolio will significantly invest, under normal market conditions, in
internet and internet-related businesses. These companies include e-commerce
enterprises as well as those that develop services and products for the
internet. The Advisers may rotate the Portfolio's holdings out of internet or
internet-related companies for temporary defensive purposes or if market
conditions warrant.

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.

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 28 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.
RISKS OF INVESTING IN TECHNOLOGY COMPANIES
Technology companies may react similarly to certain market pressures and events.
They may be significantly affected by short product cycles, aggressive pricing
of products and services, competition from new market entrants, and obsolescence
of existing technology. As a result, the Portfolio's returns may be considerably
more volatile than a fund that does not invest in technology 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.
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, FOCUSED TECHNET
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 TechNet Portfolio and the Focused
Value Portfolio is not shown because neither has been in existence for a
full calendar year.

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3
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FUND HIGHLIGHTS
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LARGE-CAP GROWTH PORTFOLIO (CLASS B)

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).

[BAR CHART]

29.80% 32.68%
<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.

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4
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MID-CAP GROWTH PORTFOLIO (CLASS B)

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).

[BAR CHART]

13.29% 21.33% 37.43%
<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.

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5
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FUND HIGHLIGHTS
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AGGRESSIVE GROWTH PORTFOLIO (CLASS B)

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).

[BAR CHART]

23.87% 30.58% 71.51%

<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.

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LARGE-CAP VALUE PORTFOLIO (CLASS B)

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).

[BAR CHART]

8.06% 7.29%

<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.

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FUND HIGHLIGHTS
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VALUE PORTFOLIO (CLASS B)

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).

[BAR CHART]

28.67% -0.57% 8.44%

<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.

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8
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SMALL-CAP VALUE PORTFOLIO (CLASS B)

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).

[BAR CHART]

-7.41%
5.73%

<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.

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FUND HIGHLIGHTS
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FOCUSED GROWTH AND INCOME PORTFOLIO (CLASS B)

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).

[BAR CHART]

12.38% 57.18%
<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
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FOCUS PORTFOLIO (CLASS B)

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).

[BAR CHART]

57.63%
<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
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FUND HIGHLIGHTS
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INTERNATIONAL EQUITY PORTFOLIO (CLASS B)

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).

[BAR CHART]

-3.47%
9.60% 32.67%

<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.

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13
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FUND HIGHLIGHTS
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Q: WHAT ARE THE PORTFOLIOS' EXPENSES?

A: The following table describes the fees and expenses that you may pay if you
buy and hold shares of the Portfolios.
<TABLE>
<CAPTION>
Large-Cap Growth Mid-Cap Growth
Portfolio Portfolio
-------------------------------- --------------------
Class A Class B Class II Class A Class B
-------- -------- -------- -------- --------
<S> <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
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)......................................... None 4.00% 1.00% None 4.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................... None None None None None
Redemption Fee(3)........................................... None None None None None
Exchange Fee................................................ None None None None None
Maximum Account Fee......................................... None None None None None

Annual Fund Operating Expenses (expenses that are deducted from
Fund assets)
Management Fees............................................. 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4)................................ 0.35% 1.00% 1.00% 0.35% 1.00%
Other Expenses.............................................. 0.74% 0.73% 0.84% 0.55% 0.55%
---- ---- ---- ---- ----

Total Annual Fund Operating Expenses........................... 2.09% 2.73% 2.84% 1.90% 2.55%
==== ==== ==== ==== ====

Expense Reimbursement.......................................... 0.31% 0.30% 0.41% 0.12% 0.12%
Net Expenses(5)................................................ 1.78% 2.43% 2.43% 1.78% 2.43%

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

1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
0.35% 1.00% 1.00% 0.35% 1.00% 1.00%
0.51% 0.49% 0.53% 0.60% 0.59% 0.65%
---- ---- ---- ---- ---- ----

1.86% 2.49% 2.53% 1.95% 2.59% 2.65%
==== ==== ==== ==== ==== ====

0.08% 0.06% 0.10% 0.17% 0.16% 0.22%
1.78% 2.43% 2.43% 1.78% 2.43% 2.43%
</TABLE>

-------------------
15
<PAGE>
- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Small-Cap
Value
Value Portfolio Portfolio
-------------------------------- --------
Class A Class B Class II Class A
-------- -------- -------- --------
<S> <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%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................... None 4.00% 1.00% None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends..................................................................... None None None None
Redemption Fee(3)............................................................. None None None None
Exchange Fee.................................................................. None None None None
Maximum Account Fee........................................................... None None None None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................... 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) Fees(4).................................................. 0.35% 1.00% 1.00% 0.35%
Other Expenses................................................................ 0.47% 0.45% 0.56% 0.72%
---- ---- ---- ----

Total Annual Fund Operating Expenses............................................. 1.82% 2.45% 2.56% 2.07%
==== ==== ==== ====

Expense Reimbursement............................................................ 0.04% 0.02% 0.13% 0.29%
Net Expenses(5).................................................................. 1.78% 2.43% 2.43% 1.78%

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).............................................. None 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
amount redeemed)(2)........................................................... 4.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends..................................................................... None None
Redemption Fee(3)............................................................. None None
Exchange Fee.................................................................. None None
Maximum Account Fee........................................................... None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees............................................................... 1.00% 1.00%
Distribution (12b-1) Fees(4).................................................. 1.00% 1.00%
Other Expenses................................................................ 0.74% 0.79%
---- ----
Total Annual Fund Operating Expenses............................................. 2.74% 2.79%
==== ====
Expense Reimbursement............................................................ 0.31% 0.36%
Net Expenses(5).................................................................. 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 Focus 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>
%
5.75% None 1.00% 5.75% None 1.00% 5.75% None 1.00%
None 4.00% 1.00% None 4.00% 1.00% None 4.00% 1.00%
None None None None None None None None None
None None None None None None None None None
None None None None None None None None None
None None None None None None None None None

1.00% 1.00% 1.00% 0.85% 0.85% 0.85% 1.00% 1.00% 1.00%
0.35% 1.00% 1.00% 0.35% 1.00% 1.00% 0.35% 1.00% 1.00%
0.52% 0.59% 0.75% 0.35% 0.35% 0.35% 0.59% 0.59% 0.59%
---- ---- ---- ---- ---- ---- ---- ---- ----

1.87% 2.59% 2.75% 1.55% 2.20% 2.20% 1.94% 2.59% 2.59%
==== ==== ==== ==== ==== ==== ==== ==== ====

0.42% 0.49% 0.65% -- -- -- 0.39% 0.39% 0.39%
1.45% 2.10% 2.10% -- -- -- 1.55% 2.20% 2.20%

International Equity
Portfolio
--------------------
Class A Class B Class II
-------- -------- --------
<S> <C> <C>

5.75% None 1.00%
None 4.00%
None None 1.00%
None None
None None None
None None None
None
1.10% 1.10% None
0.35% 1.00% 1.10%
0.83% 0.82% 1.00%
---- ---- 0.91%
----
2.28% 2.92% 3.01%
==== ==== ====

0.25% 0.24% 0.33%
2.03% 2.68% 2.68%
</TABLE>

-------------------
17
<PAGE>
- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Focused TechNet 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 Portfolio assets)
Management Fees............................................................................. 1.25% 1.25% 1.25%
Distribution and Service (12b-1) Fees(4).................................................... 0.35% 1.00% 1.00%
Other Expenses(5)........................................................................... 0.37% 0.37% 0.37%
---- ---- ----
Total Annual Portfolio Operating Expenses(5)(6)................................................ 1.97% 2.62% 2.62%
==== ==== ====
</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 is imposed on wire and overnight mail redemptions.

(4) Because these fees are paid out of the 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) Estimated.

(6) The Board of Directors, including a majority of the Independent Directors,
approved the Investment Advisory and Management Agreement subject to the
Total Annual Portfolio Operating Expenses ratios set forth above. SunAmerica
will waive fees and reimbursements should the Total Annual Portfolio
Operating Expenses be higher than estimated. 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.

- -------------------
18
<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.

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).................................... $ 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
FOCUSED TECHNET PORTFOLIO
(Class A shares).................................... $ 763 $1,158 $1,576 $ 2,739
(Class B shares)*................................... $ 665 $1,114 $1,590 $ 2,723
(Class II shares)................................... $ 462 $ 906 $1,476 $ 3,024
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>

-------------------
19
<PAGE>
- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

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).................................... $ 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
FOCUSED TECHNET PORTFOLIO
(Class A shares).................................... $ 763 $1,158 $1,576 $ 2,739
(Class B shares)*................................... $ 265 $ 814 $1,390 $ 2,723
(Class II shares)................................... $ 362 $ 906 $1,476 $ 3,024
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.

- -------------------
20
<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,
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

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

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"

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:

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

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.
- -------------------
22
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

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

BY CHECK
...............................................................................
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 219373
Kansas City, Missouri 64121-9373
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 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 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."

-------------------
23
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT INFORMATION
- --------------------------------------------------------------------------------

SELLING SHARES
HOW REQUIREMENTS

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

o Accounts of any type.

o Sales of any amount.

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

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

o Most accounts.

o Sales of less than $100,000.

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

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) on the account.

BY WIRE
...............................................................................
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 withdrawal plan, see "Additional Investor
Services."

- -------------------
24
<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:

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

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. However, the Focus Portfolio
and the Focused Growth and Income Portfolio have each made an election which
requires payment of redemption proceeds in 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.

-------------------
25
<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:

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.

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.

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;
- -------------------
26
<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:

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, 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.

Dividends you receive from the Portfolio, whether reinvested or taken as cash,
are generally considered taxable. The Portfolio intends to make distributions
that may be taxed as ordinary income and capital gains (which may be taxable at
different rates depending on the length of time the Portfolio holds its assets).

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.

-------------------
27
<PAGE>
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MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------

<TABLE>

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 principal investment strategies growth growth
does the Portfolio use to implement
its principal investment strategies?
- --------------------------------------------------------------------------------------------------
What are the Portfolio's principal active trading of stocks of active trading of stocks of
investment techniques? 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
- --------------------------------------------------------------------------------------------------
What are the Portfolio's other o Trading of mid-cap o Trading of small-cap
significant investment techniques? companies companies
o Trading of foreign o Trading of large-cap
securities companies
o Trading of foreign
companies
- --------------------------------------------------------------------------------------------------
What other types of securities may o Short-term investments o Short-term investments
the Portfolio normally invest as (up to 25%) (up to 25%)
part of efficient portfolio o Defensive instruments o Defensive instruments
management or for return enhancement o Options and futures o Options and futures
purposes? o Special situations o Special situations
- --------------------------------------------------------------------------------------------------
What principal risks normally may o Stock market volatility o Stock market volatility
affect the Portfolio? o Securities selection o Securities selection
o Non-diversification o Non-diversification
- --------------------------------------------------------------------------------------------------
What other risks may affect the o Foreign exposure o Foreign exposure
Portfolio? o Derivatives o Derivatives
o Hedging o Hedging
- --------------------------------------------------------------------------------------------------
</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.
- ------------------- 28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

Long-term growth of capital Long-term growth of capital Long-term growth of capital Long-term growth of capital
- ------------------------------------------------------------------------------------------------------------------------------
growth value value value
- ------------------------------------------------------------------------------------------------------------------------------
active trading of stocks of active trading of stocks of active trading of stocks of active trading of stocks of
small-cap and mid-cap large-cap companies that offer large-cap and mid-cap small-cap companies that offer
companies that offer the the potential for long-term companies that offer the the potential for long-term
potential for long-term growth growth of capital potential for long-term growth growth of capital
of capital of capital
- ------------------------------------------------------------------------------------------------------------------------------
o Foreign securities o Mid-cap companies o Foreign securities o Mid-cap companies
o Foreign securities o Foreign companies
- ------------------------------------------------------------------------------------------------------------------------------
o Short-term investments o Short-term investments o Short-term investments o Short-term investments
o Defensive instruments o Defensive instruments o Defensive instruments o Defensive instruments
o Options and futures o Options and futures o Options and futures o Options and futures
o Special situations o Special situations o Special situations o Special situations
- ------------------------------------------------------------------------------------------------------------------------------
o Stock market volatility o Stock market volatility o Stock market volatility o Stock market volatility
o Securities selection o Securities selection o Securities selection o Securities selection
o Small market capitalization o Non-diversification o Non-diversification o Small market capitalization
o Non-diversification o Non-diversification
- ------------------------------------------------------------------------------------------------------------------------------
o Foreign exposure o Foreign exposure o Foreign exposure o Foreign exposure
o Derivatives o Derivatives o Derivatives o Derivatives
o Hedging o Hedging o Hedging o Hedging
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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29
<PAGE>
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MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
FOCUSED GROWTH
AND INCOME FOCUS
PORTFOLIO PORTFOLIO

What is the Fund's investment goal? Long-term growth of capital Long-term growth of capital
- --------------------------------------------------------------------------------------------------------
What principal investment strategies focus, growth and value focus and growth
does the 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 are the Portfolio's other o Foreign securities o Foreign securities
significant investment techinques?
- --------------------------------------------------------------------------------------------------------
What other types of securities may o Short-term investments o Short-term investments
the 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 principal risks normally may o Stock market volatility o Stock market volatility
affect the Fund? o Securities selection o Securities selection
o Non-diversification o Non-diversification
- --------------------------------------------------------------------------------------------------------
What other risks may affect the o Foreign exposure o Foreign exposure
Portfolio? o Derivatives o Derivatives
o Hedging o Hedging
- --------------------------------------------------------------------------------------------------------

</TABLE>

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

<TABLE>
<CAPTION>
FOCUSED INTERNATIONAL
TECHNET FOCUSED VALUE EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C>

Long-term growth of capital Long-term growth of capital and Long-term growth of capital
reasonable level of current income
- -------------------------------------------------------------------------------------------------------------------------------
Growth and focus focus and value international
- -------------------------------------------------------------------------------------------------------------------------------
o Active trading of up to thirty equity active trading of equity securities that active trading of foreign securities that
securities of companies that offer the the Advisers believe are undervalued in offer the potential for long-term growth
potential for long-term growth of the market, without regard to market of capital
capital and that the Advisers believe capitalization
will benefit significantly from
technological advances or improvements,
without regard to market capitalization
- -------------------------------------------------------------------------------------------------------------------------------
o Trading of foreign securities Foreign securities o Foreign investment companies
- -------------------------------------------------------------------------------------------------------------------------------
o Short-term investments (up to 10%) o Short-term investments o Short-term investments
o Defensive instruments o Defensive instruments o Defensive instruments
o Options and futures o Options and futures o Options and futures
o Special situations o Special situations o Special situations
o Currency transactions
- -------------------------------------------------------------------------------------------------------------------------------
o Stock market volatility o Stock market volatility o foreign exposure
o Securities selection o Securities selection o small market capitalization
o Non-diversification o Non-diversification o emerging markets
o Small market capitalization
o Technology company
- -------------------------------------------------------------------------------------------------------------------------------
o Foreign exposure o Foreign exposure o Derivatives
o Derivatives o Derivatives o Hedging
o Hedging o Hedging
o Emerging markets
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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.

- -------------------
32
<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.

TECHNOLOGY COMPANIES: The industries in which technology companies may be found
can be significantly affected by short product cycles, aggressive pricing of
products and services, competition from new market entrants, worldwide
scientific and technological developments and changes in governmental regulation
and policies.

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.

-------------------
33
<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. The annual rate of the investment advisory
fee of the Focused TechNet Portfolio payable to SunAmerica is 1.25% of its
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.

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 reflect 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.

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.

SunAmerica, the Distributor and Administrator are all located in The SunAmerica
Center, 733 Third Avenue, New York, New York 10017.
- -------------------
34
<PAGE>
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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")
SunAmerica

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 TechNet Portfolio Dresdner RCM Global Investors LLC ("Dresdner")
SunAmerica
Van Wagoner Capital Management, Inc
("Van Wagoner")

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.

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35
<PAGE>
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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, the successor firm of Warburg Pincus
Asset Management, Inc., 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.

DRESDNER RCM GLOBAL INVESTORS LLC. Dresdner is an indirect wholly owned
subsidiary of Dresdner Bank AG, an international banking organization, and is
located at Four Embarcadero Center, San Francisco, California 94111. As of
December 31, 1999, Dresdner had approximately $47 billion in total assets under
management and advice.

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.

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.

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36
<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 34.

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.

VAN WAGONER CAPITAL MANAGEMENT, INC. Van Wagoner is a privately owned company
located at 345 California Street, San Francisco, California 94104. As of
March 31, 2000, Van Wagoner had approximately $4.5 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.

-------------------
37
<PAGE>
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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.

Francis Gannon Mr. Gannon has been a Senior Vice
Portfolio Manager President of SunAmerica since October
(SunAmerica) 1999 and Portfolio Manager with the firm
since 1996. He joined SunAmerica as an
equity analyst in 1993.

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>

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

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 teering Committee and is Director of
(T. Rowe 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 CSAM since 1999,
Managing Director (CSAM) and with its predecessor, Warburg Pincus
Asset Management, Inc., since 1978.

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

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39
<PAGE>
- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

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

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40
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NAME, TITLE AND AFFILIATION OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ---------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
Small-Cap Value Portfolio Robert H. Perkins Robert 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>

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41
<PAGE>
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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 TechNet Portfolio Walter C. Price, Jr. Mr. Price joined Dresdner in 1974 as a Senior
Portfolio Manager (Dresdner) Portfolio Securities Analyst and became a
principal in 1978. He has been a Managing
Director and Portfolio Manager with the firm
since 1985. Mr. Price has analytical
responsibility for much of Dresdner's
technology area.

Huachen Chen Mr. Chen joined Dresdner in 1985 as a
Portfolio Manager (Dresdner) Securities Analyst. He became a principal in
1994 and currently has research and money
management responsibilities for the
technology area.

Donna Calder Ms. Calder joined SunAmerica as a Portfolio
Portfolio Manager (SunAmerica) Manager in February 1998. Ms. Calder served
as a General Partner of Manhattan Capital
Partners, L.P. from November 1991 through
August 1995. She also has served as a
Portfolio Manager
with Oppenheimer Management and
E.F. Hutton & Company.

Soohwan Kim, CFA Soohwan Kim joined SunAmerica as a Senior
Senior Technology Analyst Research Analyst in July of 1999. Previously,
(SunAmerica) he was Vice President, Analyst at Citibank
Global Asset Management. From 1992 to 1993,
he served as an Economist with the Union Bank
of Switzerland.
</TABLE>

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42
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NAME, TITLE AND AFFILIATION OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ---------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
Focused TechNet Portfolio Garrett R. Van Wagoner, CFA Mr. Van Wagoner is Portfolio Manager and
(continued) Portfolio Manager (Van Wagoner) President of the Van Wagoner Funds. Prior to
founding Van Wagoner Capital Management, Inc.
in 1995, Mr. Van Wagoner managed the Govett
Smaller Companies Fund for three years. He
also worked with Bessemer Trust, N.A. and has
over 20 years experience of equity portfolio
management.

Raiford Garrabrant, CFA Mr. Garrabrant is a Research Analyst and
Portfolio Manager and Research Analyst Portfolio Manager for Van Wagoner Capital
(Van Wagoner) Management, Inc. responsible for covering
companies with market capitalizations of $500
million and below. Prior to joining Van
Wagoner Capital Management, Inc., he was the
Assistant Portfolio Manager for the Govett
Smaller Companies Fund and assisted Mr. Van
Wagoner in managing this fund in 1994 and
1995. Mr. Garrabrant also worked with First
Citizen's Bank and Trust as a Financial
Analyst and has over eight years of research
and portfolio management experience.

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>

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43
<PAGE>
- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

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>

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

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

-------------------
45
<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(2)
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
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
- ------------------ ---------- ---------- ------------ --------
<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

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

- ------------------
<S> <C> <C> <C> <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(2)
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
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 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>

- -------------------
46
<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(2)
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
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
<CAPTION>

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

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(2)
- ------------------ --------- ------ ------------ ----------- ---------- ------- ------- --------- ------
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

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

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>
- ---------------------

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>
- ------------------
<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

<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>

-------------------
47
<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

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

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

- ------------
<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

- ------------
<S> <C> <C> <C> <C>
03/06/97-
10/31/97.... 9,384 2.45(3) (0.78)(3) 48
10/31/98.... 15,260 2.43 (0.66) 69
10/31/99.... 12,976 2.42 (0.21) 118
</TABLE>

- ---------

<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

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

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

- ------------
<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

- ------------
<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>

- -------------------
48
<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

- ------------
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
- ------------ ---------- ---------- ------------ ---------
<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

- ------------
<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

- ------------
<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
<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>
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

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

- ------------
<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

- -----------
<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>

- ---------

<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>

-------------------
49
<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

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

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

- ------------
<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

- ------------
<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>

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50
<PAGE>
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51
<PAGE>
[This page intentionally left blank]

- -------------------
52
<PAGE>
[This page intentionally left blank]

-------------------
53
<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.

<TABLE>
<S> <C> <C>
[LOGO]

SunAmerica
DISTRIBUTOR: Capital Services

INVESTMENT COMPANY ACT
File No. 811-07797
</TABLE>

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

AS SUPPLEMENTED MAY 22, 2000
SUNAMERICA STYLE SELECT SERIES(R)

o FOCUS PORTFOLIO
o FOCUSED TECHNET 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
o FUNDS

<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

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

SHAREHOLDER ACCOUNT INFORMATION ....................................................... 9

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

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

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

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

RISK TERMINOLOGY ............................................................ 21

FUND MANAGEMENT ............................................................. 22

INFORMATION ABOUT ADVISERS ........................................................... 23

FINANCIAL HIGHLIGHTS ................................................................. 28
</TABLE>

SUNAMERICA
MUTUAL
o FUNDS
<PAGE>
- --------------------------------------------------------------------------------
FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

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,
PRINCIPAL 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 TECHNET long-term growth and active trading of equity securities of
PORTFOLIO growth of focus companies that demonstrate the potential for
capital long-term growth of capital and that the
Advisers believe will benefit significantly
from technological advances or improvements,
without regard to market capitalization
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>

ADDITIONAL INFORMATION ABOUT THE FOCUSED TECHNET
PORTFOLIO'S PRINCIPAL INVESTMENT TECHNIQUES

The Portfolio will invest in up to thirty companies
whose principal businesses the Advisers believe
will significantly benefit from advances or
improvements in technology ("technology
companies"). Technology companies include companies
in many industries that rely extensively on
technology in their product development or
operations, are expected to benefit from
technological advances and improvements, or may be
experiencing growth in sales and earnings driven by
technology related research, products or services.

The broad industry categories in which technology
companies may be found include computer software
and hardware, network and capital broadcasting,
internet and internet-related businesses, the
development, production, sale, and distribution of
goods or services used in the broadcast and media
industries, communications services or equipment,
the design, manufacture, or sale of electric
components, defense and data storage and retrieval,
healthcare and biotechnology. The relative size of
the Portfolio's investment within these industries
will vary from time to time, and at times, one of
these industries may not be represented in the
Portfolio's holdings.

The Portfolio will significantly invest, under
normal market conditions, in internet and internet-
related businesses. These companies include
e-commerce enterprises as well as those that
develop services and products for the internet. The
Advisers may rotate the Portfolio's holdings out of
internet or internet-related companies for
temporary defensive purposes or, if market
conditions warrant.

MARKET CAPITALIZATION RANGES
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.

<PAGE>
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, FOCUSED TECHNET
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.

- -------------------
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 INVESTING IN TECHNOLOGY COMPANIES

Technology companies may react similarly to certain market pressures and
events. They may be significantly affected by short product cycles,
aggressive pricing of products and services, competition from new market
entrants, and obsolescence of existing technology. As a result, the
Portfolio's returns may be considerably more volatile than a fund that does
not invest in technology companies.

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 TechNet Portfolio and
the Focused Value Portfolio is not shown because neither have been in
operation for a full calendar year.

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

FOCUSED GROWTH AND INCOME PORTFOLIO (CLASS B)

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).

[BAR CHART]

<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)

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).

[BAR CHART]

<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.

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.................. 0.35% 0.35% 0.35% 0.52% 0.59% 0.75% 0.59% 0.59% 0.59%
----- ----- ---- ----- ----- ---- ----- ----- ----

Total Annual Fund Operating
Expenses........................ 1.55% 2.20% 2.20% 1.87% 2.59% 2.75% 1.94% 2.59% 2.59%
===== ===== ==== ===== ===== ==== ===== ===== ====
Expense Reimbursement........... -- -- -- 0.42% 0.49% 0.65% 0.39% 0.39% 0.39%
===== ===== ==== ===== ===== ==== ===== ===== ====

Net Expenses(5)................. -- -- -- 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>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Focused TechNet 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 Portfolio assets)
Management Fees.................................... 1.25% 1.25% 1.25%
Distribution and Service (12b-1) Fees(4)........... 0.35% 1.00% 1.00%
Other Expenses(5).................................. 0.37% 0.37% 0.37%
---- ---- ----

Total Annual Portfolio Operating Expenses(5)(6).... 1.97% 2.62% 2.62%
==== ==== ====
</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 is imposed on wire and overnight mail redemptions.

(5) Estimated.

(6) The Board of Directors, including a majority of the Independent Directors,
approved the Investment Advisory and Management Agreement subject to the
Total Annual Portfolio Operating Expenses ratios set forth above. SunAmerica
will waive fees and reimbursements should the Total Annual Portfolio be
higher than estimated. 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.

-------------------
7
<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).................................... $ 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
FOCUSED TECHNET PORTFOLIO
(Class A shares).................................... $ 763 $1,158 $1,576 $ 2,739
(Class B shares)*................................... $ 665 $1,114 $1,590 $ 2,723
(Class II shares)................................... $ 462 $ 906 $1,476 $ 3,024
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).................................... $ 724 $1,036 $1,371 $ 2,314
(Class B shares)*................................... $ 223 $ 688 $1,380 $ 2,293
(Class II shares)................................... $ 321 $ 781 $1,268 $ 2,609
FOCUSED TECHNET PORTFOLIO
(Class A shares).................................... $ 763 $1,158 $1,576 $ 2,739
(Class B shares)*................................... $ 265 $ 814 $1,390 $ 2,723
(Class II shares)................................... $ 362 $ 906 $1,476 $ 3,024
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.

- -------------------
8
<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
PRICE INVESTED PRICE
<S> <C> <C> <C>
YOUR INVESTMENT
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:

% OF % OF NET % OF
OFFERING AMOUNT OFFERING
PRICE INVESTED PRICE
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.

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.

-------------------
9
<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 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.

- -------------------
10
<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 219373
Kansas City, Missouri 64121-9373

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 #0110-00028
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."

-------------------
11
<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 8:30 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.

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 withdrawal plan, see "Additional Investor
Services."

- -------------------
12
<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.

-------------------
13
<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 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.

- -------------------
14
<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.

-------------------
15
<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.

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

[This page intentionally left blank]

-------------------
17
<PAGE>
- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------

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

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

What principal investment strategies focus and growth focus, growth and value
does the 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

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

What are the Portfolio's other o Trading of foreign o Trading of foreign
significant investment techniques? securities securities

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

What other types 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 principal risks normally may o Stock market volatility o Stock market volatility
affect the Portfolio? o Securities selection o Securities selection
o Non-diversification o Non-diversification

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

What other risks may affect the o Foreign Exposure o Foreign exposure
Portfolio? o Derivatives o Derivatives
o Hedging o Hedging

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

INVESTMENT
STRATEGIES

- -------------------
18
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
FOCUSED VALUE FOCUSED
PORTFOLIO TECHNET PORTFOLIO

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

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

focus and value Growth and focus
- ---------------------------------------------------------------------------------------------------

active trading of equity securities o Active trading of equity
that the Advisers believe are securities of companies
undervalued in the market, without that offer the potential
regard to market capitalization for long-term growth of
capital and that the
Advisers believe will
benefit significantly from
technological advances or
improvements, without
regard to market
capitalization

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

o Foreign securities o Trading of foreign
securities

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

o Short-term investments o Short-term investments
o Defensive instruments (up to 10%)
o Options and futures o Defensive instruments
o Special situations o Options and futures
o Special situations

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

o Stock market volatility o Stock market volatility
o Securities selection o Securities selection
o Non-diversification o Non-diversification
o Small market capitalization
o Technology company

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

o Foreign exposure o Foreign exposure
o Derivatives o Derivatives
o Hedging o Hedging
o Emerging markets

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

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

INVESTMENT TERMINOLOGY

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

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.

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.

<PAGE>
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.

- -------------------
20
<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.

-------------------
21
<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. The annual rate
of the investment advisory fee of the Focused TechNet Portfolio payable to
SunAmerica is 1.25% of its average daily net assets.

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.

- -------------------
22
<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 TechNet Portfolio Dresdner RCM Global Investors ("Dresdner")
SunAmerica
Van Wagoner Capital Management, Inc. ("Van Wagoner")

Focused Growth and Income SunAmerica
Portfolio 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.

-------------------
23
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NAME, TITLE AND AFFILIATION
OF
PORTFOLIO 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 TechNet Walter C. Price, Jr. Mr. Price joined Dresdner in
Portfolio Portfolio Manager (Dresdner) 1974 as a Senior Portfolio
Securities Analyst and became
a principal in 1978. He has
been a Managing Director and
Portfolio Manager with the
firm since 1985. Mr. Price
has analytical responsibility
for much of Dresdner's
technology area.

Huachen Chen Mr. Chen joined Dresdner in
Portfolio Manager (Dresdner) 1985 as a Securities Analyst.
He became a principal in 1994
and currently has research
and money management
responsibilities for the
technology area.
</TABLE>

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

NAME, TITLE AND AFFILIATION
OF
PORTFOLIO PORTFOLIO MANAGER EXPERIENCE
- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C>
Focused TechNet Donna Calder Ms. Calder joined SunAmerica
Portfolio Portfolio Manager as a Portfolio Manager in
(continued) (SunAmerica) February 1998. Ms. Calder
served as a General Partner
of Manhattan Capital
Partners, L.P. from November
1991 through August 1995. She
also has served as a
Portfolio Manager with
Oppenheimer Management and
E.F. Hutton & Company.

Soohwan Kim, CFA Soohwan Kim joined SunAmerica
Senior Technology Analyst as a Senior Research Analyst
(SunAmerica) in July of 1999. Previously,
he was Vice President,
Analyst at Citibank Global
Asset Management. From 1992
to 1993, he served as an
Economist with the Union Bank
of Switzerland.

Garrett R. Van Wagoner, CFA Mr. Van Wagoner is Portfolio
Portfolio Manager (Van Manager and President of the
Wagoner) Van Wagoner Funds. Prior to
founding Van Wagoner Capital
Management, Inc. in 1995, Mr.
Van Wagoner managed the
Govett Smaller Companies Fund
for three years. He also
worked with Bessemer Trust,
N.A. and has over 20 years
experience of equity
portfolio management.

Raiford Garrabrant, CFA Mr. Garrabrant is a Research
Portfolio Manager and Analyst and Portfolio Manager
Research Analyst for Van Wagoner Capital
(Van Wagoner) Management, Inc. responsible
for covering companies with
market capitalizations of
$500 million and below. Prior
to joining Van Wagoner
Capital Management, Inc., he
was the Assistant Portfolio
Manager for the Govett
Smaller Companies Fund and
assisted Mr. Van Wagoner in
managing this fund in 1994
and 1995. Mr. Garrabrant also
worked with First Citizen's
Bank and Trust as a Financial
Analyst and has over eight
years of research and
portfolio management
experience.
</TABLE>

-------------------
25
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

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

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>

- -------------------
26
<PAGE>
- --------------------------------------------------------------------------------
INFORMATION ABOUT ADVISERS
- --------------------------------------------------------------------------------

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.

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

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

- -------------
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
- ----------- ---------- ---------- ------------ ---------
<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

- -------------
<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

- -------------
<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>

- ---------

- -------------------
28
<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) 17.72 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
<CAPTION>

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

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

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
- ----------- ---------- ---------- ------------ ---------
<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

- -------------
<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

- -------------
<S> <C> <C> <C> <C>
10/15/97--
10/31/97..... 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
-------- --------
<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>

-------------------
29
<PAGE>
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<PAGE>
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<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
MUTUAL
o FUNDS

DISTRIBUTOR: SunAmerica Capital Services

INVESTMENT COMPANY ACT
File No. 811-07797