MET INVESTORS SERIES TRUST, N-1A, 2000-10-23

MET INVESTORS SERIES TRUST
N-1A, 2000-10-23

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As filed with the Securities and Exchange Commission on October 23, 2000
Securities Act File No. 333-
Investment Company Act File No. 811-

-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-

Pre-Effective Amendment No.
----

Post-Effective Amendment No.
----

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
--

Amendment No.
----

MET INVESTORS SERIES TRUST

(Exact Name of Registrant as Specified in Charter)

610 Newport Center Drive, Suite 1350

Newport Beach, California 92660

------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (949) 717-6536
------------------------------------------------------------------

Elizabeth M. Forget

-------------------------
President

Met Investors Series Trust

610 Newport Center Drive, Suite 1350, Newport Beach, California 92660
--------------------------------------------------------------------
(Name and Address of Agent for Service)
---------------------------------------

Copies to:

Robert N. Hickey, Esq.
Sullivan & Worcester LLP

1025 Connecticut Avenue, N.W. Washington, D.C. 20036
------------------------------------------------------

Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

The Registrant hereby declares its intention to register an indefinite number of
shares of its J.P. Morgan Quality Bond Portfolio, J.P. Morgan Small Cap Stock
Portfolio, J.P. Morgan Enhanced Index Portfolio, J.P. Morgan Select Equity
Portfolio, J.P. Morgan International Equity Portfolio, Lord Abbett Bond
Debenture Portfolio, Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Developing
Growth Portfolio, Lord Abbett Growth and Income Portfolio, Firstar Balanced
Portfolio, Firstar Equity Income Portfolio, Firstar Growth & Income Equity
Portfolio, BlackRock Equity Portfolio and BlackRock U.S. Governmental Income
Portfolio.

<PAGE>

[FRONT COVER]

Met Investors Series Trust

BlackRock Equity Portfolio

BlackRock U.S. Government Income Portfolio

J.P. Morgan Quality Bond Portfolio

J.P. Morgan Small Cap Stock Portfolio

J.P. Morgan Enhanced Index Portfolio

J.P. Morgan Select Equity Portfolio

J.P. Morgan International Equity Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Mid-Cap Value Portfolio

Lord Abbett Developing Growth Portfolio

Lord Abbett Growth and Income Portfolio

Firstar Balanced Portfolio

Firstar Equity Income Portfolio

Firstar Growth & Income Equity Portfolio

Class A Shares

Prospectus

[February ], 2001

Like all securities, these securities have not been approved or disapproved
by the Securities and Exchange Commission, nor has the Securities and Exchange
Commission passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

<PAGE>
Table of Contents

Page

THE PORTFOLIOS..............................................................6

Investment Summary.................................................6
BlackRock Equity Portfolio................................8
BlackRock U.S. Government Income Portfolio...............11
J.P. Morgan Quality Bond Portfolio.......................15
J.P. Morgan Small Cap Stock Portfolio....................20
J.P. Morgan Enhanced Index Portfolio.....................23
J.P. Morgan Select Equity Portfolio......................26
J.P. Morgan International Equity Portfolio...............29
Lord Abbett Bond Debenture Portfolio.....................32
Lord Abbett Mid-Cap Value Portfolio......................36
Lord Abbett Developing Growth Portfolio..................39
Lord Abbett Growth and Income Portfolio..................42
Firstar Balanced Portfolio...............................44
Firstar Equity Income Portfolio..........................49
Firstar Growth & Income Equity Portfolio.................52

Primary Risks of Investing in the Portfolios......................55

Additional Investment Strategies..................................58

Management........................................................69
The Manager..............................................69
The Advisers.............................................70

YOUR INVESTMENT............................................................76
Shareholder Information...........................................76
Dividends, Distributions and Taxes................................76
Sales and Purchases of Shares.....................................77

FINANCIAL HIGHLIGHTS.......................................................79

FOR MORE INFORMATION.................................................Back Cover

<PAGE>

INTRODUCTION

Understanding the Trust

Met Investors Series Trust (the "Trust") is an open-end management
investment company that offers a selection of fourteen managed investment
portfolios or mutual funds (the "Portfolios"). Each of these Portfolios has its
own investment objective designed to meet different investment goals. Please see
the Investment Summary section of this Prospectus for specific information on
each Portfolio.

Investing Through a Variable Insurance Contract

Shares of these Portfolios are currently only sold to separate accounts
of MetLife Investors Insurance Company and certain of its affiliates ("MetLife")
to fund the benefits under certain individual flexible premium variable life
insurance policies and individual and group variable annuity contracts
("Contracts") and may, in the future, be sold to qualified pension and profit
sharing plans (each a "Plan, collectively the Plans").

As a Contract owner or Plan participant, your premium payments are
allocated to one or more of the Portfolios in accordance with your Contract or
Plan.

A particular Portfolio of the Trust may not be available under the
Contract or Plan you have chosen. The prospectus or disclosure document for the
Contract or Plan shows the Portfolios available to you. Please read this
Prospectus carefully before selecting a Portfolio. It provides information to
assist you in your decision. If you would like additional information about a
Portfolio, please request a copy of the Statement of Additional Information
("SAI"). For details about how to obtain a copy of the SAI and other reports and
information, see the back cover of this Prospectus. The SAI is incorporated by
reference into this Prospectus.

Some of the Portfolios have names and investment objectives that are
very similar to certain publicly available mutual funds that are managed by the
same investment advisers. The Portfolios in this Prospectus are not those
publicly available mutual funds and will not have the same performance.
Different performance will result from such factors as different implementation
of investment policies, different cash flows into and out of the Portfolios,
different fees, and different asset sizes.

[SIDE BAR:

Please see the Contract or Plan prospectus that accompanies this
Prospectus for a detailed explanation of your Contract or Plan.]

Understanding the Portfolios

After this Introduction you will find an Investment Summary for each
Portfolio. Each Investment Summary presents important facts about a Portfolio,
including information about its investment objective, principal investment
strategy, primary risks and past performance.

Each of the fourteen Portfolios of the Trust falls into one of four
categories of funds. A particular type of Portfolio may be more appropriate for
you depending upon your investment needs. Please see the Risk/Reward spectrum on
the next page which lists the Portfolios in order of risk/reward from highest to
lowest.

Description of Types of Funds:

Equity Funds

Although they may involve more risk, historically, equity securities
such as common stocks have offered higher returns than bonds or other
investments over the long term. A domestic equity fund principally invests in
equity securities of U.S. companies and may also, to a minor extent, invest in
securities of companies located outside the United States. An international
equity fund principally invests in the equity securities of companies located
outside the United States.

Balanced Funds

Balanced funds are generally "middle-of-the-road" investments that seek
to provide some combination of growth, income, and conservation of capital by
investing in a mix of stocks, bonds, and/or money market instruments. Because
the prices of stocks and bonds do not tend to move in lockstep, balanced funds
are able to use rewards from one type of investment to help offset the risks
from another.

Fixed Income Funds

Fixed income securities are securities that pay a specified rate of
return. Historically, fixed income funds are not as volatile as equity funds.
These funds may lend stability to a portfolio made up primarily of stocks.

<PAGE>

Before you choose a Portfolio, please consider...

All of the Portfolios involve risk, but there is also the J.P. Morgan Small Cap
Stock Portfolio potential for reward. You can lose money - and you can make Lord
Abbett Developing Growth Portfolio money. The Portfolios are structured so that
each offers a different degree of risk and reward than others.

Notice the scale at the right. It covers the full spectrum of' risk/ reward of
the Portfolios described in this Prospectus. What risk/reward level is for you?
Ask yourself the following:

(1) How well do I handle fluctuations in my account value?
The higher a Portfolio is on the risk/ reward spectrum, the J.P. Morgan
International Equity Portfolio more its price is likely to move up and down
on a day to day basis. If this makes you uncomfortable, you may prefer an
investment at the lower end of the scale that may not fluctuate in price as
much.

(2) Am I looking for a higher rate of return? Generally, the higher the
potential return, the higher the risk. If you find the potential to make
money is worth the possibility of losing more, then a Portfolio at the
higher end of the spectrum may be right for you.

A final note: These Portfolios are designed for long-term
investment.

Lord Abbett Mid-Cap Value Portfolio Higher
Firstar Growth & Income Equity Portfolio Risk/Reward
J.P. Morgan Select Equity Portfolio
Lord Abbett Growth and Income Portfolio
[Firstar Equity Income Portfolio]
BlackRock Equity Portfolio
J.P. Morgan Enhanced Index Portfolio
Firstar Balanced Portfolio
Lord Abbett Bond Debenture Portfolio
J.P. Morgan Quality Bond Portfolio
BlackRock U.S. Government Income Portfolio
Lower
Risk/Reward

<PAGE>

THE PORTFOLIOS

Investment Summary

Each Portfolio's summary discusses the following :

o Investment Objective

What is the Portfolio's investment goal?

o Principal Investment Strategy

How does the Portfolio attempt to achieve its investment goal?
What types of investments does it contain? What style of
investing and investment philosophy does it follow?

o Primary Risks

What are the specific risks of investing in the Portfolio?

o Past Performance

How well has the Portfolio performed over time?

[SIDE BAR: Each Portfolio in this Prospectus is a mutual fund: a pooled
investment that is professionally managed and that gives you the opportunity to
participate in financial markets. Each Portfolio strives to reach its stated
investment objective, which can be changed without shareholder approval. As with
all mutual funds, there is no guarantee that a Portfolio will achieve its
investment objective.

In addition to its principal investment strategy, each Portfolio may
invest in various types of securities and engage in various investment
techniques and practices which are not the principal focus of the Portfolio and
therefore are not described in this section of the Prospectus. These other
securities and investment techniques and practices in which a Portfolio may
engage, together with their risks, are briefly discussed in "Additional
Investment Strategies" in this Prospectus.

[SIDE BAR: A Portfolio's Adviser may sell a portfolio security when the
value of the investment reaches or exceeds its estimated fair value, to take
advantage of more attractive fixed income yield opportunities, when the issuer's
investment fundamentals begin to deteriorate, when the Portfolio must meet
redemptions, or for other investment reasons.]

Following the Investment Summary is the section entitled "Primary Risks
of Investing in the Portfolios" which lists some of the factors that may affect
the value of a Portfolio's investments.

[SIDE BAR: The Contracts may be sold by banks. An investment in a Portfolio
of the Trust through a Contract is not a deposit or obligation of, or guaranteed
by, any bank, and is not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency of the U.S.
government.]

The SAI provides more detailed information regarding the various types
of securities that a Portfolio may purchase and certain investment techniques
and practices of its Adviser.

A NOTE ON FEES

As an investor in any of the Portfolios, you will incur various
operating costs, including management expenses. You also will incur fees
associated with the Contracts and Plans which you purchase. Detailed information
about the cost of investing in a Portfolio is presented in the "Annuity Policy
Fee Table" section of the accompanying prospectus for the Contracts and Plans
through which Portfolio shares are offered to you.

<PAGE>

[Left Side:]

BlackRock Equity Portfolio

Investment Objective:

To provide growth of capital and income.

Principal Investment Strategy:

Under normal circumstances, the Portfolio invests at least 65% of its
assets in common stocks. The Adviser uses the S&P 500 index as a benchmark and
seeks to invest in stocks and market sectors in similar proportion to that
index. The Adviser seeks to own securities in all sectors, but can overweight or
underweight securities within sectors as it identifies market opportunities.

The Portfolio is managed in a way that takes advantage of trends in the
domestic stock market that favor different styles of stock selection including
value or growth stocks issued by all different sizes of companies (small, medium
and large). The Adviser initially screens for "value" and "growth" stocks from
the universe of companies with market capitalization above $1 billion. Whether
screening growth or value stocks, the Adviser is seeking companies that are
currently undervalued. The Adviser uses fundamental analysis to examine each
company for financial strength before deciding to purchase the stock.

The Adviser generally will sell a stock when it reaches a target price,
which is when the Adviser believes it is fully valued or when, in the Adviser's
opinion, conditions change such that the risk of continuing to hold the stock is
unacceptable when compared to its growth potential.

The Portfolio may also invest up to 20% of its total assets in U.S.
Government securities, including U.S. Treasury and agency obligations.

[SIDE BAR:
----------

GROWTH STOCKS have higher earnings that will, in the Adviser's opinion,
lead to growth in stock prices.]

VALUE STOCKS are, in the Adviser's opinion, considered undervalued or
worth more than their current price.

<PAGE>

[Right side:]

Primary Risks:

The value of your investment in the Portfolio may be affected by one or
more of the following risks, which are described in detail on page 55, any of
which could cause the Portfolio's return on the price of its shares to decrease
or could cause the Portfolio's yield to fluctuate:

o Market risk

o Interest rate risk

o Market capitalization risk

o Investment style risk

Past Performance

The information below provides an indication of the risks of investing
in the Portfolio by showing the volatility of the Portfolio's returns. Both
tables assume reinvestment of dividends and distributions. Note that the results
in each table do not include the effect of Contract charges. If these Contract
charges had been included, performance would have been lower. As with all mutual
funds, past returns are not a prediction of future returns.

The Portfolio's performance shown below is the performance of its
predecessor fund (BlackRock Equity Series, a portfolio of Security First Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

The bar chart below shows you the Portfolio's performance for each full
calendar year since its inception (5/19/93) and indicates how it has varied from
year to year. The Portfolio can also experience short-term performance swings as
indicated in the high and low quarter information at the bottom of the chart.

Year-by-Year Total Return as of 12/31 of Each Year
--------- ---------- ---------- ---------- ----------- ----------- ------------
(6.3)% 28.0% 18.5% 29.3% 23.2% 22.2% %

94 95 96 97 98 99 00
--------- ---------- ---------- ---------- ----------- ----------- ------------

High Quarter: 4th - 1998 + 20.80%

Low Quarter: 3rd -1998 - 11.16%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period, 5-year period, and from inception through
12/31/00 with the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500 Index"), a widely recognized unmanaged index that measures the stock
performance of 500 large - and medium-sized publicly traded companies and is
often used to indicate the performance of the overall stock market. An index
does not include transaction costs associated with buying and selling securities
or any mutual fund expenses. It is not possible to invest directly in an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------- ------------ -------------

Since

1 Year 5 Year Inception

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

Portfolio ___% ___% ___%
S&P 500 Index ___% ___% ___%*
---------------------------- ----------- ------------ ------------- ------------

* From 5/1/93

[SIDE BAR:

Portfolio Management:

o BlackRock Advisors, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

BlackRock U.S. Government Income Portfolio

Investment Objective:

To provide current income.

Principal Investment Strategy:

The Portfolio normally invests at least 80% of its total assets in debt
securities and at least 65% of its total assets in U.S. Government securities
which are securities that are primary obligations of or guaranteed by the U.S.
Government and its agencies. These securities include direct obligations of the
U.S. Treasury, such as Treasury bills, notes, and bonds. Securities purchased by
the Portfolio are rated in the highest rating category (AAA by Standard & Poor's
Ratings Services ("S&P") or Aaa by Moody's Investors Service, Inc. ("Moody's"))
at the time of purchase or are determined by the Adviser to be of comparable
quality.

The Adviser evaluates categories of the government/agency market and
individual debt securities within these categories. The Adviser selects debt
securities from several categories including: U.S. Treasuries and agency
securities, residential and commercial mortgage-backed securities (including
collateralized mortgage obligations and GNMA certificates) and asset-backed
securities. Securities are purchased for the Portfolio when the Adviser
determines that they have the potential for above-average current income.

The Portfolio's current average weighted maturity for its fixed income
securities is 5.65 years. The Adviser will normally attempt to structure the
Portfolio's investment securities to have comparable duration to its benchmark,
the Lehman Brothers Intermediate Government Bond Index. Currently, the
benchmark's duration is ___ years. Duration, which measures price sensitivity to
interest rate changes, is not necessarily equal to average maturity.

[SIDE BAR:
---------

While average maturity measures the average final payable dates of debt
instruments, average duration measures how long the debt securities can be
expected to be held, regardless of the technical maturity date.

<PAGE>

[Right side:]

Primary Risks:

o Interest rate risk

o Credit risk

Like other debt securities, changes in interest rates generally affect
the value of a mortgage-backed security. Additionally, some mortgage-backed
securities may be structured so that they may be particularly sensitive to
interest rates.

Investments in mortgage-related securities are also subject to special
risks of prepayment. Prepayment risk occurs when the issuer of a security can
prepay the principal prior to the security's maturity. Securities subject to
prepayment risk, including the collateralized mortgage obligations and other
mortgage-related securities that the Portfolio can buy, generally offer less
potential for gains when prevailing interest rates decline, and have greater
potential for loss when interest rates rise depending upon the coupon of the
underlying securities. The impact of prepayments on the price of a security may
be difficult to predict and may increase the volatility of the price. In
addition, early repayment of mortgages underlying these securities may expose
the Portfolio to a lower rate of return when it reinvests the principal.
Further, the Portfolio may buy mortgage-related securities at a premium.
Accelerated prepayments on those securities could cause the Portfolio to lose a
portion of its principal investment represented by the premium the Portfolio
paid.

If interest rates rise rapidly, prepayments may occur at slower rates
than expected, which could have the effect of lengthening the expected maturity
of a short- or medium-term security. That could cause its value to fluctuate
more widely in response to changes in interest rates. In turn, this could cause
the value of the Portfolio's shares to fluctuate more.

Non-mortgage asset-backed securities are not issued or guaranteed by
the U.S. government or its agencies or government-sponsored entities. In the
event of a failure of these securities to pay interest or repay principal, the
assets backing these securities such as automobiles or credit card receivables
may be insufficient to support the payments on the securities.

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (BlackRock U.S. Government Income Series, a portfolio of
Security First Trust) managed by the Adviser using the same investment objective
and strategy as the Portfolio. The assets of the predecessor fund were
transferred to the Portfolio on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------ ---------- ---------- ---------- --------- ------------ ---------
(2.9)% 13.5% 3.6% 7.0% 7.4% (2.1)% %

94 95 96 97 98 99 00
------------ ---------- ---------- ---------- --------- ------------ ---------

High Quarter: 2nd - 1995 + 4.48%

Low Quarter: 1st - 1984 - 2.54%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period, 5-year period, and from inception through
12/31/00 with the Lehman Brothers Intermediate Government Bond Index, a widely
recognized unmanaged index measuring the performance of all U.S. Treasury and
agency securities with remaining maturities of from one to ten years and issue
amounts of at least $100 million outstanding. An index does not include
transaction costs associated with buying and selling securities or any mutual
fund expenses. It is not possible to invest directly in an index.

------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
----------------- ----------- ------------- ---------------

Since

1 Year 5 Year Inception

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

Portfolio ____% ____% ____%
Lehman Brothers Intermediate ____% ____% ____%*
Government Bond Index

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

* From 5/1/93

[SIDE BAR:

Portfolio Management:

o BlackRock Advisors, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Quality Bond Portfolio

Investment Objective:

To provide a high total return consistent with moderate risk of capital
and maintenance of liquidity.

Principal Investment Strategy:

The Portfolio will invest at least 65% of its total assets in
investment grade fixed income securities under normal circumstances.

The Portfolio invests in broad sectors of the fixed income market,
including U.S. Government and agency securities, corporate securities including
bonds, debentures and notes, asset-backed securities and mortgage-backed and
mortgage related securities. The Adviser actively manages the Portfolio's
duration, the allocation of securities across market sectors, and the selection
of specific securities within sectors. Based on fundamental, economic and
capital markets research, the Adviser adjusts the duration of the Portfolio in
light of market conditions and the Adviser's interest rate outlook. For example,
if interest rates are expected to fall, the duration may be lengthened to take
advantage of the expected associated increase in bond prices. The Adviser
selects specific securities which it believes are undervalued for purchase
using: advanced quantitative tools, analysis of credit risk, the expertise of a
dedicated trading desk, and the judgment of fixed income portfolio managers and
analysts. A security is considered undervalued when its price is lower than one
would expect for an investment of similar quality, duration and structural
characteristics.

Under normal market conditions, the Portfolio's duration will range
between one year shorter and one year longer than the duration of the U.S.
investment grade fixed income universe, as represented by Salomon Brothers Broad
Investment Grade Bond Index, the Portfolio's benchmark. Currently, the
benchmark's duration is approximately 5 years. The maturities of the individual
securities in the Portfolio may vary widely, however.

The Portfolio may invest in obligations issued or guaranteed by the
U.S. Government and backed by the full faith and credit of the United States
including Treasury securities and GNMA certificates as well as obligations
issued or guaranteed by U.S. Government agencies or instrumentalities where the
Portfolio must look principally to the issuing or guaranteeing agency for
ultimate repayment. Some examples of agencies or instrumentalities issuing these
obligations are the Federal Farm Credit System, the Federal Home Loan Banks and
the Federal National Mortgage Association.

The Portfolio may also invest in municipal obligations that have been
issued on a taxable basis or that have an attractive yield excluding tax
considerations.

It is a current policy of the Portfolio that under normal circumstances
at least 65% of its total assets will consist of investment grade securities
that are rated at least A by S&P or that are unrated and in the Adviser's
opinion are of comparable quality. In the case of 30% of the Portfolio's
investments, the Portfolio may purchase investment grade securities that are
rated Baa or better by Moody's or BBB or better by S&P or are unrated and in the
Adviser's opinion are of comparable quality.

The Portfolio may invest up to 20% of its assets in foreign debt
securities, including Eurodollar bonds and Yankee bonds and securities of
foreign governments and governmental entities. The Portfolio may also invest in
debt securities of issuers located in emerging market countries.

The Portfolio may keep a portion of its assets in cash or cash
equivalents such as high quality short-term debt obligations including bankers'
acceptances, commercial paper, certificates of deposit, Eurodollar obligations,
variable amount master demand notes and money market mutual funds. Investments
in cash or similar liquid securities (cash equivalents)generally do not provide
as high a return as would assets invested in other types of securities.

The Adviser may, when consistent with the Portfolio's investment
objective, use derivatives such as options and futures for hedging and for risk
management (i.e., to adjust duration or yield curve exposure, or to establish or
adjust exposure to particular securities markets, or currencies); risk managment
may include management of the Portfolio's exposure relative to its benchmark.

<PAGE>

[Right side:]

Primary Risks:

o Interest rate risk

o Credit risk

o Foreign investment risk

In addition, investments in emerging markets include all of the risks
of investments in foreign securities and are subject to severe price declines.
The economic and political structures of developing nations, in most cases, do
not compare favorably with the U.S. or other developed countries in terms of
wealth and stability, and their financial markets often lack liquidity. Such
countries may have relatively unstable governments, immature economic
structures, national policies restricting investments by foreigners and
economies based on only a few industries. For these reasons, all of the risks of
investing in foreign securities are heightened by investing in emerging markets
countries. The markets of developing countries have been more volatile than the
markets of developed countries with more mature economies. These markets often
have provided significantly higher or lower rates of return than developed
markets, and significantly greater risks, to investors.

Finally, the Portfolio's investments in derivatives to manage currency
exposure can significantly increase the Portfolio's exposure to market risk or
risk of non-performance of the counterparty. Derivatives also involve the risk
of mispricing or improper valuation and the risks that changes in value of the
derivative may not correlate perfectly with the relevant assets, rates and
indices.

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Quality Bond Portfolio, a series of Cova Series Trust) managed
by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

The bar chart below shows you the Portfolio's performance for each full
calendar year since its inception (5/1/96) and indicates how it has varied from
year to year. The Portfolio can also experience short-term performance swings as
indicated in the high and low quarter information at the bottom of the chart.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- ----------- -----------
9.06% 8.37% -1.54% %

97 98 99 00
------------- ----------- ----------- -----------

High Quarter: - 1997 + %

Low Quarter: 2nd -1999 - 1.46%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
Salomon Brothers Broad Investment Grade Bond Index, a widely recognized
unmanaged market-capitalized weighted index which includes fixed-rate treasury,
government sponsored, corporate (Baa3/BBB or better) and mortgage securities. An
index does not include transaction costs associated with buying and selling
securities or any mutual fund expenses. It is not possible to invest directly in
an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
--------------- -------------- ---- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Salomon Brothers Broad ____% ____%
Investment Grade Bond
Index

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

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Small Cap Stock Portfolio

Investment Objective:

To provide a high total return from a portfolio of equity securities of
small companies.

Principal Investment Strategy:

Substantially all of the Portfolio's net assets will normally be
invested in common stocks. The Portfolio invests primarily in the common stock
of those small U.S. companies included in the Russell 2000 Index. It may invest
up to 10% of its total assets in equity securities of foreign corporations. The
Portfolio may invest to a limited extent in initial public offerings (IPOs) of
companies not included in the Russell 2000 Index.

The Adviser seeks to enhance the Portfolio's total return relative to
that of the U.S. small company universe. To do so, the Adviser uses research,
valuation and a stock selection process. The Adviser continually screens the
universe of small capitalization companies to identify for further analysis
those companies which exhibit favorable characteristics such as significant and
predictable cash flow and high quality management. Based on fundamental research
and using a systematic valuation methodology, the Adviser ranks these companies
within economic sectors according to their relative value. Some of the
additional characteristics the Adviser analyzes are: price/earnings growth,
discounted cash flow analysis and multiples of revenue with more or less weight
given to these factors depending on the sector. The Adviser then selects for
purchase the most attractive companies within each economic sector. The Adviser
believes that under normal market conditions, the Portfolio will have sector
weightings comparable to that of the U.S. small company universe, although it
may moderately under- or over-weight selected economic sectors. In selecting
securities, income is not an important factor.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

o Foreign investment risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Small Cap Stock Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ------------ ------------ -----------
20.89% -5.40% 44.56% %

97 98 99 00
------------- ------------ ------------ -----------

High Quarter: 4th - 1999 + 35.13%

Low Quarter: 3rd -1998 - 21.49%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
Russell 2000 Index, a widely recognized unmanaged index that measures small
company stock performance. An index does not include transaction costs
associated with buying and selling securities or any mutual fund expenses. It is
not possible to invest directly in an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- --- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell 2000 Index ____% ____%
---------------------------- ---------------- --- ----------------- ------------

SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Enhanced Index Portfolio

Investment Objective:

To provide long-term growth of capital and income.

Principal Investment Strategy:

The Portfolio is an actively managed portfolio of medium- to
large-capitalization equity securities that seeks to outperform the total return
of the S&P 500 Index, consistent with reasonable investment risk. Ordinarily,
the Portfolio pursues its investment objective by investing substantially all of
its total assets in dividend-paying common stock. The Portfolio may also invest
in other equity securities, such as non-dividend-paying common stock, preferred
stock, convertible securities, and warrants.

The Portfolio is not subject to any limit on the size of companies in
which it may invest, but intends, under normal circumstances, to be fully
invested to the extent practicable in the stock of large- and medium-sized
companies typically represented by the S&P 500 Index. In managing the Portfolio,
the potential for appreciation and dividend growth is given more weight than
current dividends. The Portfolio attempts to reduce risk by investing in many
different economic sectors, industries and companies. The Portfolio is highly
diversified and will typically hold approximately 300 stocks.

Portfolio sector weightings will generally equal those of the S&P 500
Index. In selecting securities, the Adviser will emphasize securities that it
believes to be undervalued. Securities of a company may be undervalued for a
variety of reasons such as an overreaction by investors to unfavorable news
about a company, an industry, or the stock markets in general as a result of a
market decline, poor economic conditions or tax-loss selling, or actual or
anticipated unfavorable developments affecting a company.

The Adviser uses a dividend discount model to rank companies within
economic sectors according to their relative value and then separates them into
quintiles by sector. The Portfolio will normally be comprised, based on the
dividend discount model, of stocks in the first three quintiles. As a guideline,
the Adviser seeks to achieve gross income for the Portfolio equal to at least
75% of the dividend income generated on the stocks included in the S&P 500
Index.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Large Cap Stock Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- ------------ -----------
33.25% 32.31% 17.64% %

97 98 99 00
------------- ----------- ------------ -----------

High Quarter: 4th -1998 + 22.93

Low Quarter: 3rd - 1998 - 9.85%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- --------------- -- -------------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% ____%
---------------------------- --------------- -- ------------------- ------------

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Select Equity Portfolio

Investment Objective:

To provide long-term growth of capital and income.

Principal Investment Strategy:

The Portfolio is an actively managed portfolio of selected equity
securities that seeks to outperform the total return of the S&P 500, consistent
with reasonable investment risk. Under normal circumstances, the Portfolio will
be fully invested in the dividend-paying common stocks of large- and
medium-sized companies primarily included in the S&P 500. The Portfolio will
typically hold between 60 and 90 stocks.

The Portfolio does not seek to achieve its objective with any
individual portfolio security, but rather it aims to manage the portfolio as a
whole in such a way as to achieve its objective. The Portfolio attempts to
reduce risk by investing in many different economic sectors, industries and
companies. The Adviser may under- or over-weight selected economic sectors
against the S&P 500's Index sector weightings to seek to enhance the Portfolio's
total return or reduce fluctuations in market value relative to the S&P 500
Index. In selecting securities, the Adviser will emphasize securities that it
believes to be undervalued. Securities of a company may be undervalued for a
variety of reasons such as an overreaction by investors to unfavorable news
about a company, an industry, or the stock markets in general as a result of a
market decline, poor economic conditions, tax-loss selling, or actual or
anticipated unfavorable developments affecting a company.

The Adviser uses a dividend discount model to rank companies within
economic sectors according to their relative value and then separates them into
quintiles by sector. The Portfolio will primarily overweight stocks from the
first and second quintiles after consideration is given to market
capitalizations. As a guideline, the Adviser seeks to achieve gross income for
the Portfolio equal to at least 75% of the dividend income generated on the
stocks included in the S&P 500.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Select Equity Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

-------------- ----------- ---------- ---------
31.55% 22.56% 9.71% %

97 98 99 00
-------------- ----------- ---------- ---------

High Quarter: 4th - 1998 + 21.63%

Low Quarter: 2nd - 1999 - 12.95%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------------- --- ----------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% ____%
---------------------------- ----------------- --- ---------------- ------------

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan International Equity Portfolio

Investment Objective:

To provide a high total return from a portfolio of equity securities of
foreign corporations.

Principal Investment Strategy:

The Adviser intends to keep the Portfolio essentially fully invested
with substantially all of the value of its total assets in equity securities of
foreign issuers. The Adviser seeks to outperform the Morgan Stanley Capital
International Europe, Australia and Far East Index (the "MSCI EAFE Index").

The Portfolio's primary equity investments are the common stocks of
established companies based in developed countries outside the United States.
The Portfolio may also invest in preferred stock, warrants, rights and
convertible securities. Such investments will be made in at least three foreign
countries. The Portfolio invests in securities listed on foreign or domestic
securities exchanges and securities traded in foreign or domestic
over-the-counter markets.

The Portfolio seeks to achieve its investment objective through country
allocation, stock selection and management of currency exposure. The Adviser
uses a disciplined portfolio construction process to seek to enhance returns and
reduce volatility in the market value of the Portfolio relative to that of the
MSCI EAFE Index.

Based on fundamental research, quantitative valuation techniques, and
experienced judgment, the Adviser uses a structured decision-making process to
allocate the Portfolio primarily across the developed countries of the world
outside the United States by under- or over-weighting selected countries in the
MSCI EAFE Index.

Using a dividend discount model and based on analysts' industry
expertise, securities within each country are ranked within economic sectors
according to their relative value. Based on this valuation, the Adviser selects
the securities which appear the most attractive for the Portfolio. The Adviser
believes that under normal market conditions, economic sector weightings
generally will be similar to those of the MSCI EAFE Index.

Finally, the Adviser actively manages currency exposure, in conjunction
with country and stock allocation, in an attempt to protect and possibly enhance
the Portfolio's market value. Through the use of forward foreign currency
exchange contracts, the Adviser will adjust the Portfolio's foreign currency
weightings to reduce its exposure to currencies deemed unattractive and, in
certain circumstances, increase exposure to currencies deemed attractive, as
market conditions warrant, based on fundamental research, technical factors, and
the judgment of a team of experienced currency managers.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

o Foreign investment risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (International Equity Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- ------------ -----------
5.96% 14.07% 28.52% %

97 98 99 00
------------- ----------- ------------ -----------

High Quarter: 4th - 1998 + 19.07%

Low Quarter: 3rd - 1998 - 16.54%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
MSCI EAFE Index, a widely recognized unmanaged index measuring the broad market
performance of equity securities throughout Europe, Australia and the Far East.
An index does not include transaction costs associated with buying and selling
securities or any mutual fund expenses. It is not possible to invest directly in
an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- --- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
MSCI EAFE Index ____% ____%
---------------------------- ---------------- --- ----------------- ------------

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Bond Debenture Portfolio

Investment Objective:

To provide high current income and the opportunity for capital
appreciation to produce a high total return.

Principal Investment Strategy:

Under normal circumstances, the Portfolio invests substantially all of
its total assets in fixed income securities of various types To pursue its goal,
the Portfolio normally invests in high yield and investment grade debt
securities, convertible securities and preferred stocks. The Portfolio may
invest substantially all of its total assets in high yield/high risk debt
securities (junk bonds). Debt securities normally will consist of secured debt
obligations of the issuer (i.e., bonds), general unsecured debt obligations of
the issuer (i.e., debentures) and debt securities which are subordinate in right
of payment to other debt of the issuer. In no event will the Portfolio invest
more than 10% of its gross assets at the time of investment in debt securities
which are in default as to interest or principal. At least 20% of the
Portfolio's assets must be invested in any combination of investment grade debt
securities, U.S. Government securities and cash equivalents.

The Adviser will actively manage the Portfolio and seek unusual values,
particularly in lower-rated debt securities, some of which are convertible into
common stocks or have warrants attached to purchase common stocks. In selecting
lower-rated bonds for investment, the Adviser does not rely upon ratings, which
evaluate only the safety of principal and interest, not market value risk, and
which, furthermore, may not accurately reflect an issuer's current financial
condition. The Portfolio does not have any minimum rating criteria for its
investments in bonds and some issuers may default as to principal and/or
interest payments subsequent to the purchase of their securities. Through
portfolio diversification, good credit analysis and attention to current
developments and trends in interest rates and economic conditions, the Adviser
believes that investment risk may be reduced, although there is no assurance
that losses will not occur.

The Portfolio normally invests in long-term debt securities when the
Adviser believes that interest rates in the long run will decline and prices of
such securities generally will be high. When the Adviser believes that long-term
interest rates will rise, it will endeavor to shift the Portfolio into
short-term debt. Under normal circumstances, the duration of the Portfolio's
debt securities will be between 4 to 6.7 years with a targeted average maturity
of 6.5 to 9.5 years.

Capital appreciation potential and current income are important
considerations in the selection of portfolio securities. Capital appreciation
potential is an important consideration in the selection of portfolio
securities. Capital appreciation may be obtained by investing in:

debt securities when the trend of interest rates is expected to be down;

convertible debt securities or debt securities with warrants attached
entitling the holder to purchase common stock; and

debt securities of issuers in financial difficulties when, in the view
of the Adviser, the problems giving rise to such difficulties can be
successfully resolved, with a consequent improvement in the credit
standing of the issuers (such investments involve corresponding risks
that interest and principal payments may not be made if such
difficulties are not resolved).

The Portfolio may invest up to 20% of its net assets, at market value,
in debt securities primarily traded in foreign countries.

The Portfolio may hold or sell any property or securities which it may
obtain through the exercise of conversion rights or warrants or as a result of
any reorganization, recapitalization or liquidation proceedings for any issuer
of securities owned by it. In no event will the Portfolio voluntarily purchase
any securities other than debt securities, if, at the time of such purchase or
acquisition, the value of the property and securities, other than debt
securities, in the Portfolio is greater than 20% of the value of its gross
assets.

<PAGE>

[Right side:]

Primary Risks:

o Interest rate risk

o Credit risk

o High yield debt security risk

o Foreign investment risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Bond Debenture Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ------------ ----------- ------------
15.63% 6.26% 3.40% %

97 98 99 00
------------- ------------ ----------- ------------

High Quarter: 2nd -1997 + 6.25%

Low Quarter: 3rd -1998 - 4.31%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
Lehman Brothers Aggregate Bond Index, a widely recognized unmanaged index that
measures the market performance of investment grade debt securities including
government and government agency debt securities, corporate securities,
asset-backed securities, and mortgage-backed securities; with the Credit Suisse
First Boston High Yield Index, which is representative of the lower rated debt
(including non-convertible-preferred stocks) investments in the Portfolio; and
with the Merrill Lynch All Convertible Index, which is representative of the
equity-related securities in the Portfolio. An index does not include
transaction costs associated with buying and selling securities or any mutual
fund expenses. It is not possible to invest directly in an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
----------------- ----------------- --- ---------------

Since

1 Year Inception

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

Portfolio ____% ____%
Lehman Brothers Aggregate ____% ____%
Bond Index

Credit Suisse First Boston ____% ____%
High Yield Index
Merrill Lynch ____% ____%
All Convertible Index
------------------------------- ----------------- --- --------------- ----------

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Mid-Cap Value Portfolio

Investment Objective:

The Portfolio seeks capital appreciation through investments, primarily
in equity securities, which are believed to be undervalued in the marketplace.

Principal Investment Strategy:

Under normal circumstances, at least 65% of the Portfolio's assets will
consist of investments in mid-sized companies, with market capitalizations of
roughly $500 million to $10 billion.

The Portfolio normally will be diversified among many issues
representing many different industries. Selection of stocks is based on
appreciation potential, without regard to current income. The Portfolio invests
primarily in common stocks, including convertible securities, in companies with
good prospects for improvement in earnings trends or asset values that are not
yet fully recognized in the investment community. This potential for improvement
may derive from such factors as:

changes in the economic and financial environment,

new or improved products or services,

new or rapidly expanding markets,

changes in management or structure of the company,

price increases due to shortages of resources or productive capacity,

improved efficiencies resulting from new technologies or changes in
distribution or

changes in governmental regulations, political climate or competitive
conditions.

The companies represented in the Portfolio will have a strong or, in
the perception of the Adviser, an improving financial position. At the time of
purchase, the stocks may be largely neglected by the investment community or, if
widely followed, they may be out of favor or at least controversial.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Mid-Cap Value Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

The bar chart below shows you the Portfolio's performance for each full
calendar year since its inception (8/20/97) and indicates how it has varied from
year to year. The Portfolio can also experience short-term performance swings as
indicated in the high and low quarter information at the bottom of the chart.

Year-by-Year Total Return as of 12/31 of Each Year

----------- ---------- ----------
1.11% 5.71% %

98 99 00
----------- ---------- ----------

High Quarter: 2nd - 1999 + 16.83%

Low Quarter: 3rd - 1998 - 17.02%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
Russell MidCap Index, a widely recognized unmanaged index measuring the broad
market performance of the 800 smallest securities in the Russell 1000 Index,
which represents approximately 24% of the total market capitalization of the
Russell 1000 Index. An index does not include transaction costs associated with
buying and selling securities or any mutual fund expenses. It is not possible to
invest directly in an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------------- --- ----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell Mid-Cap Index ____% ____%*
---------------------------- ----------------- --- ---------------- ------------

* From 9/1/97

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Developing Growth Portfolio

Investment Objective:

The Portfolio seeks long-term growth of capital through a diversified
and actively-managed portfolio consisting of developing growth companies, many
of which are traded over-the-counter.

Principal Investment Strategy:

The Portfolio normally will invest substantially all of its assets in
the common stocks of smaller companies considered to be in their developing
growth phase which is one generally characterized by a dramatic rate of growth.
Developing growth companies are almost always small, usually young and their
shares are generally traded over-the-counter. Having, in the view of the
Adviser, passed the pitfalls of the formative years, they are strongly
positioned to grow rapidly in their market. The Portfolio also may invest in
securities of companies which are in their formative phase including securities
purchased in initial public offerings (IPOs).

At any given time, there are many hundreds of publicly-traded
corporations in the developing growth phase. In choosing from among them, the
Adviser looks for special characteristics that will help their growth including
a unique product or service for which management foresees a rising demand; a
special area of technological expertise; or a competitive advantage or new
opportunities in foreign trade or from shifts in government priorities and
programs.

The Adviser also looks for certain financial characteristics such as:

at least five years of higher-than-average growth of revenues and
earnings per share;

higher-than-average returns on equity;

ability to finance growth in the form of a lower-than-average ratio of
long-term debt to capital and price/earnings ratios that are below
expected growth rates.

Securities being considered for the Portfolio are analyzed using
traditional investment fundamentals. In addition to the financial data already
mentioned, the Adviser evaluates the market for each company's products or
services, the strengths and weaknesses of competitors, the availability of raw
materials, diversity of product mix, etc.

Finally, in assembling the investment portfolio, the Adviser tries to
diversify the Portfolio's investments by investing in many securities and
industries.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Developing Growth Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------ ----------- ----------
6.60% 32.47% %

98 99 00
------------ ----------- ----------

High Quarter: 4th -1998 + 26.01%

Low Quarter: 3rd -1998 - 21.82%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- ---- ----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell 2000 Index ____% ____%*
---------------------------- ---------------- ---- ---------------- ------------

* From 9/1/97

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Growth and Income Portfolio

Investment Objective:

To achieve long-term growth of capital and income without excessive
fluctuation in market value.

Principal Investment Strategy:

The Portfolio will normally invest substantially all of its assets in
common stocks of large, seasoned U.S. companies which the Adviser believes are
undervalued. The Portfolio chooses stocks based on:

o Quantitative research to identify which stocks are believed to
represent the best bargains

o Fundamental research to learn about a company's operating
environment, resources and strategic plans and to assess its
prospects for exceeding earnings expectations

o Business cycle analysis to determine how buying or selling
securities changes the overall portfolio's sensitivity to
interest rates and economic conditions.

The Portfolio intends to keep its assets invested in those securities
which are selling at reasonable prices in relation to value and, to do so, it
may have to forego some opportunities for gains when, in the judgment of the
Adviser, they carry excessive risk.

The Adviser tries to anticipate major changes in the economy and select
stocks which it believes will benefit most from these changes. The Adviser
constantly seeks to balance the opportunity for profit against the risk of loss.
In the past, very few industries have continuously provided the best investment
opportunities. The Adviser will take a flexible approach and adjust the
Portfolio to reflect changes in the opportunity for sound investments relative
to the risks assumed. Therefore, the Adviser will sell stocks that are judged to
be overpriced and reinvest the proceeds in other securities which are believed
to offer better values for the Portfolio.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Investment style risk

o Market capitalization risk

Past Performance

The Portfolio's predecessor fund (Lord Abbett Growth and Income
Portfolio, a series of Cova Series Trust) commenced operations on January 8,
1999. As a result, it does not have a significant operating history. For
performance information for the period ended December 31, 1999 and the six
months ended June 30, 2000, see "Financial Highlights". The assets of the
predecessor fund were transferred to the Portfolio on February 5, 2001.

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page ]

<PAGE>

[Left Side:]

Firstar Balanced Portfolio

Investment Objective:

To maximize total return through a combination of growth of capital and
current income consistent with the preservation of capital.

Principal Investment Strategy:

The Portfolio's policy is generally to invest at least 25% of the value
of its total assets in investment grade fixed income securities and no more than
75% in equity securities, although the percentage allocations will vary. The
Adviser allocates the Portfolio's assets based upon its evaluation of the
relative attractiveness of three major asset groups: equity securities, fixed
income securities and cash or cash equivalents. In making asset allocation
decisions, the Adviser evaluates forecasts for inflation, interest rates and
long-term corporate earnings growth. The Portfolio may emphasize, from time to
time, particular companies or market sectors, such as technology, in attempting
to achieve its investment objective.

In an effort to better quantify the relative attractiveness of the
major asset groups over a one- to three-year period of time, the Adviser has
incorporated into its asset allocation decision-making process several dynamic
computer models which it has created. The purpose of these models is to show the
statistical impact of the Adviser's economic outlook upon the future returns of
each asset group. The models are especially sensitive to the forecasts for
inflation, interest rates and long-term corporate earnings growth. Investment
returns are normally heavily impacted by such variables and their expected
changes over time. Therefore, the Adviser's method attempts to take advantage of
changing economic conditions by increasing or decreasing the ratio of stocks to
bonds in the Portfolio. For example, if the Adviser expected more rapid economic
growth leading to better corporate earnings, it would increase the Portfolio's
holdings of equity securities and reduce its holdings of fixed income securities
and cash equivalents.

The Portfolio's equity securities will consist mainly of common stocks
of companies with large market capitalizations. In selecting equity securities,
the Adviser considers historical and projected earnings, the price/earnings
relationship and company growth and asset value. The equity securities in which
the Portfolio invests include common stock, preferred stock and convertible
securities.

In selecting fixed-income securities, the Adviser seeks those issues
representing the best value among various sectors, and also considers credit
quality, prevailing interest rates and liquidity. The fixed income securities in
which the Portfolio invests include U.S. Government securities or other
investment grade fixed-income and related debt securities, including:

mortgage-backed securities;

a broad range of fixed and variable rate bonds, debentures, notes, and
securities convertible into or exchangeable for common stock;

participation certificates in pools of mortgages, including mortgages
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, collateralized mortgage obligations and other
mortgage-related securities.

The dollar-weighted average quality of the Portfolio's debt securities
is expected to be at least "A" or higher. In making investment decisions, the
Adviser will consider a number of factors including current yield, maturity,
yield to maturity, anticipated changes in interest rates, and the overall
quality of the investment. Under normal circumstances, the Portfolio's average
targeted maturity is 7.5 years and its duration is 5 years. The Portfolio seeks
to provide a current yield greater than that generally available from money
market instruments.

The Portfolio may invest up to 15% of its total assets in both foreign
equity and debt securities, including Eurodollar bonds and Yankee bonds.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Interest rate risk

o Credit risk

o Market capitalization risk

o Investment style risk

o Foreign investment risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Balanced Portfolio, a series of Cova Series Trust) managed by
the Adviser using the same investment objective and strategy as the Portfolio.
The assets of the predecessor fund were transferred to the Portfolio on February
5, 2001.

The bar chart below shows you the Portfolio's performance for each full
calendar year since its inception (7/1/97) and indicates how it has varied from
year to year. The Portfolio can also experience short-term performance swings as
indicated in the high and low quarter information at the bottom of the chart.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ------------ -----------
13.31% 7.14% %

98 99 00
------------- ------------ -----------

High Quarter: 4th - 1998 + 11.64%

Low Quarter: 3rd - 1999 - 5.16%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
S&P 500 Index, a widely recognized unmanaged index that measures the stock
performance of 500 large - and medium-sized publicly traded companies and is
often used to indicate the performance of the overall stock market; and with the
Salomon Brothers Broad Investment Grade Bond Index, a widely recognized
unmanaged market-capitalized weighted index which includes fixed-rate Treasury,
government sponsored, corporate (Baa3/BBB or better) and mortgage securities. An
index does not include transaction costs associated with buying and selling
securities or any mutual fund expenses. It is not possible to invest directly in
an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- ----- ---------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% _____%
Salomon Brothers Broad
Investment Grade Bond ____% ____%
Index
---------------------------- ---------------- ----- --------------- ------------

[SIDE BAR:

Portfolio Management:

o Firstar Investment and Research Management Company, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Firstar Equity Income Portfolio

Investment Objective:

To provide an above-average level of income consistent with long-term
capital appreciation.

Principal Investment Strategy:

Under normal market and economic conditions, the Portfolio will invest
at least 65% of its total assets in income-producing equity securities,
primarily common stocks. The stocks or securities in which the Portfolio invests
may offer above average dividend yields, with corresponding above average levels
of income, in each case as compared to the S&P 500 Index. Stocks purchased for
the Portfolio generally will be listed on a national securities exchange or will
be unlisted securities with an established over-the-counter market.

The Portfolio invests primarily in the common stocks of companies with
large market capitalizations (generally, $5 billion or higher). The Adviser will
select stocks based on a number of quantitative factors including dividend
yield, current and future earnings potential compared to stock prices, total
return potential, and other measures of value, if appropriate, such as cash
flow, asset value or book value. A convertible security may be purchased for the
Portfolio when, in the Adviser's opinion, the price and yield of the convertible
security is favorable as compared to the price and yield of the issuer's common
stock. The Portfolio may emphasize, from time to time, particular companies or
market sectors in attempting to achieve its investment objectives.

The Portfolio may invest up to 15% of its total assets in foreign
securities either indirectly through the purchase of such instruments as
American Depositary Receipts or directly in foreign equity securities.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Interest rate risk

o Foreign investment risk

o Market capitalization risk

o Investment style risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Equity Income Portfolio, a series of Cova Series Trust)
managed by the Adviser using the same investment objective and strategy as the
Portfolio. The assets of the predecessor fund were transferred to the Portfolio
on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

----------- ---------- ----------
9.35% 2.51% %

98 99 00
----------- ---------- ----------

High Quarter: 2nd -1998 +12.31%

Low Quarter: 3rd - 1998 - 9.34%

The table below compares the Portfolio's average annual compounded
total returns for the 1-year period and from inception through 12/31/00 with the
Russell 1000 Index, a widely recognized unmanaged index which consists of the
largest 1000 companies in the Russell 3000 Index. An index does not include
transaction costs associated with buying and selling securities or any mutual
fund expenses. It is not possible to invest directly in an index.

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
------------------ ------------ ----- ---------------

Since

1 Year Inception

------------------ ------------ ----- ---------------
Portfolio ____% ____%
Russell 1000 Index ____% ____%
-------------------------------- ------------ ----- --------------- ------------

[SIDE BAR:

Portfolio Management:

o Firstar Investment and Research Management Company, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Firstar Growth & Income Equity Portfolio

Investment Objective:

To provide long-term capital growth, with income as a secondary
consideration.

Principal Investment Strategy:

The Portfolio intends to invest, under normal market and economic
conditions, substantially all of its assets in common stock. The Portfolio
selects common stocks primarily from a universe of domestic companies that have
established dividend-paying histories. The Portfolio generally invests in
medium-to-large-sized companies with stock market capitalizations over $1
billion that the Adviser considers to be well managed and to have attractive
fundamental financial characteristics such as low debt, high return on equity,
consistent revenue and earnings per share, and growth over the prior three to
five years. The Portfolio may also invest a portion of its assets in companies
with smaller market capitalizations.

The Adviser selects stocks based on a number of factors including:

historical and projected earnings

growth and asset value

earnings compared to stock prices generally (as measured by the S&P
500 Index)

consistency of earnings growth and earnings quality

Stocks purchased for the Portfolio generally will be listed on a
national securities exchange or will be unlisted securities with an established
over-the-counter market. The stocks or securities in which the Portfolio invests
may be expected to produce some income but income is not a major criterion in
their selection. In general, the Portfolio's stocks and securities will be
diversified over a number of industry groups in an effort to reduce the risks
inherent in such investments.

The Portfolio may invest up to 15% of its total assets indirectly in
foreign securities through the purchase of American Depositary Receipts and
European Depositary Receipts.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Foreign investment risk

o Market capitalization risk

o Investment style risk

Past Performance

The Portfolio's performance shown below is the performance of its
predecessor fund (Growth & Income Equity Portfolio, a series of Cova Series
Trust) managed by the Adviser using the same investment objective and strategy
as the Portfolio. The assets of the predecessor fund were transferred to the
Portfolio on February 5, 2001.

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- -----------
14.95% 16.17% %

98 99 00
------------- ----------- -----------

High Quarter: 4th - 1998 + 20.31%

Low Quarter: 3rd - 1998 - 13.62%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------------- -- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% ____%
---------------------------- ----------------- -- ----------------- ------------

[SIDE BAR:

Portfolio Management:

o Firstar Investment and Research Management Company, LLC

see page

o For financial highlights

see page ]

<PAGE>

Primary Risks of Investing in the Portfolios

One or more of the following primary risks may apply to your Portfolio.
Please see the Investment Summary for your particular Portfolio to determine
which risks apply and for a discussion of other risks that may apply to the
Portfolio. Please note that there are many other circumstances that could
adversely affect your investment and prevent a Portfolio from its objective,
which are not described here.

Market Risk

A Portfolio's share price can fall because of weakness in the broad
market, a particular industry, or specific holdings. The market as a whole can
decline for many reasons, including disappointing corporate earnings, adverse
political or economic developments here or abroad, changes in investor
psychology, or heavy institutional selling. The prospects for an industry or a
company may deteriorate. In addition, an assessment by a Portfolio's Adviser of
particular companies may prove incorrect, resulting in losses or poor
performance by those holdings, even in a rising market. A Portfolio could also
miss attractive investment opportunities if its Adviser underweights fixed
income markets or industries where there are significant returns, and could lose
value if the Adviser overweights fixed income markets or industries where there
are significant declines.

Stocks purchased in IPOs have a tendency to fluctuate in value
significantly shortly after the IPO relative to the price at which they were
purchased. These fluctuations could impact the net asset value and return earned
on the Portfolio's shares.

Interest Rate Risk

The values of debt securities are subject to change when prevailing
interest rates change. When interest rates go up, the value of debt securities
and certain dividend paying stocks tends to fall. If your Portfolio invests a
significant portion of its assets in debt securities or stocks purchased
primarily for dividend income and interest rates rise, then the value of your
investment may decline. Alternatively, when interest rates go down, the value of
debt securities and certain dividend paying stocks may rise.

Interest rate risk will affect the price of a fixed income security
more if the security has a longer maturity because changes in interest rates are
increasingly difficult to predict over longer periods of time. Fixed income
securities with longer maturities will therefore be more volatile than other
fixed income securities with shorter maturities. Conversely, fixed income
securities with shorter maturities will be less volatile but generally provide
lower returns than fixed income securities with longer maturities. The average
maturity and duration of a Portfolio's fixed income investments will affect the
volatility of the Portfolio's share price.

Credit Risk

The value of debt securities is directly affected by an issuer's
ability to pay principal and interest on time. If your Portfolio invests in debt
securities, the value of your investment may be adversely affected when an
issuer fails to pay an obligation on a timely basis. A Portfolio may also be
subject to credit risk to the extent it engages in transactions, such as
securities loans, repurchase agreements or certain derivatives, which involve a
promise by a third party to honor an obligation to the Portfolio. Such third
party may be unwilling or unable to honor its financial obligations.

High Yield Debt Security Risk

High yield debt securities, or junk bonds, are securities which are
rated below "investment grade" or are not rated, but are of equivalent quality.
High yield debt securities range from those for which the prospect for repayment
of principal and interest is predominantly speculative to those which are
currently in default on principal or interest payments. A Portfolio with high
yield debt securities may be more susceptible to credit risk and market risk
than a Portfolio that invests only in higher quality debt securities because
these lower-rated debt securities are less secure financially and more sensitive
to downturns in the economy. In addition, the secondary market for such
securities may not be as liquid as that for more highly rated debt securities.
As a result, a Portfolio's Adviser may find it more difficult to sell these
securities or may have to sell them at lower prices.

You should understand that high yield securities are not generally
meant for short-term investing. When a Portfolio invests in high yield
securities it generally seeks to receive a correspondingly higher return to
compensate it for the additional credit risk and market risk it has assumed.

Foreign Investment Risk

Investments in foreign securities involve risks relating to political,
social and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and foreign issuers and
markets are subject:

These risks may include the seizure by the government of company
assets, excessive taxation, withholding taxes on dividends and
interest, limitations on the use or transfer of portfolio
assets, and political or social instability.

Enforcinglegal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims
against foreign governments.

Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and
there may be less public information about their operations.

Foreign markets may be less liquid and more volatile than U.S. markets.

Foreign securities often trade in currencies other than the U.S.
dollar, and a Portfolio may directly hold foreign currencies
and purchase and sell foreign currencies. Changes in currency
exchange rates will affect a Portfolio's net asset value, the
value of dividends and interest earned, and gains and losses
realized on the sale of foreign securities. An increase in the
strength of the U.S. dollar relative to these other currencies
may cause the value of a Portfolio to decline. Certain foreign
currencies may be particularly volatile, and foreign
governments may intervene in the currency markets, causing a
decline in value or liquidity of a Portfolio's foreign
currency or securities holdings.

Costs of buying, selling and holding foreign securities, including
brokerage, tax and custody costs, may be higher than those
involved in domestic transactions.

Market Capitalization Risk

Stocks fall into three broad market capitalization categories--large,
medium and small. Investing primarily in one category carries the risk that due
to current market conditions that category may be out of favor. If valuations of
large capitalization companies appear to be greatly out of proportion to the
valuations of small or medium capitalization companies, investors may migrate to
the stocks of small and mid-sized companies causing a Portfolio that invests in
these companies to increase in value more rapidly than a Portfolio that invests
in larger, fully-valued companies. Larger more established companies may also be
unable to respond quickly to new competitive challenges such as changes in
technology and consumer tastes. Many larger companies also may not be able to
attain the high growth rate of successful smaller companies, especially during
extended periods of economic expansion. Investing in medium and small
capitalization companies may be subject to special risks associated with
narrower product lines, more limited financial resources, smaller management
groups, and a more limited trading market for their stocks as compared with
larger companies. Securities of smaller capitalization issuers may therefore be
subject to greater price volatility and may decline more significantly in market
downturns than securities of larger companies.

Investment Style Risk

Different investment styles tend to shift in and out of favor depending
upon market and economic conditions as well as investor sentiment. A Portfolio
may outperform or underperform other funds that employ a different investment
style. A Portfolio may also employ a combination of styles that impact its risk
characteristics. Examples of different investment styles include growth and
value investing. Growth stocks may be more volatile than other stocks because
they are more sensitive to investor perceptions of the issuing company's growth
of earnings potential. Also, since growth companies usually invest a high
portion of earnings in their business, growth stocks may lack the dividends of
value stocks that can cushion stock prices in a falling market. Growth oriented
funds will typically underperform when value investing is in favor. Value stocks
are those which are undervalued in comparison to their peers due to adverse
business developments or other factors. Value investing carries the risk that
the market will not recognize a security's inherent value for a long time, or
that a stock judged to be undervalued may actually be appropriately priced or
overvalued. Value oriented funds will typically underperform when growth
investing is in favor.

<PAGE>

Additional Investment Strategies

In addition to the principal investment strategies discussed in each
individual Portfolio's Investment Summary, a Portfolio, as indicated, may at
times invest a portion of its assets in the investment strategies and may engage
in certain investment techniques as described below. The SAI provides a more
detailed discussion of certain of these and other securities and indicates if a
Portfolio is subject to any limitations with respect to a particular investment
strategy. These strategies and techniques may involve risks. Although a
Portfolio that is not identified below in connection with a particular strategy
or technique generally has the ability to engage in such a transaction, its
Adviser currently intends to invest little, if any, of the Portfolio's assets in
that strategy or technique. (Please note that some of these strategies may be a
principal investment strategy for a particular Portfolio and consequently are
also described in that Portfolio's Investment Summary.) The Portfolios are not
limited by this discussion and may invest in other types of securities not
precluded by the policies discussed elsewhere in this Prospectus.

<PAGE>

--------------------------- --------- --------- ------- -------- --------- --------- ---------
BlackRock BlackRock J.P. J.P. J.P. J.P. J.P.
Equity U.S. Morgan Morgan Morgan Morgan Morgan
Portfolio Gov't Quality Small Enhanced Select Int'l
Income Bond Cap Index Equity Equity
Portfolio PortfoliStock Portfolio Portfolio Portfolio
Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Brady Bonds X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Collateralized Mortgage X X
Obligations

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Convertible Securities X X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Depositary Receipts X X X X X
--------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Derivatives:

X
--------- --------- ------- -------- --------- --------- ---------
Options

Futures X X
Purchase and Sale of X X
options and futures on
stock indices
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Direct Participation in X
Corporate Loans
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Dollar Roll Transactions X X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Foreign Currency X X
Transactions
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Foreign Debt Securities X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Foreign Equity Securities X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Forward Commitments, X X
When-Issued and Delayed
Delivery Securities

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
High Quality Short-term X X X X
Debt Obligations
including Bankers'
Acceptances, Commercial
Paper, Certificates of
Deposit and Eurodollar
Obligations issued or
guaranteed by Bank
Holding Companies in the
U.S., their Subsidiaries
and Foreign Branches or
of the World Bank;
Variable Amount Master
Demand Notes and Variable
Rate Notes issued by U.S.
and Foreign Corporations

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Hybrid Instruments X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Illiquid and Restricted X X X
Securities

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Municipal Securities X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Non-mortgage Asset-backed X X
Securities

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Preferred Stocks X X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Private Placements X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Repurchase Agreements X X X X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Reverse Repurchase X
Agreements

--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Securities Loans X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
Short Sales X
(Against the Box)
--------------------------- --------- --------- ------- -------- --------- --------- ---------
--------------------------- --------- --------- ------- -------- --------- --------- ---------
U.S. Government Securities X X X X
--------------------------- --------- --------- ------- -------- --------- --------- ---------
</TABLE>

<PAGE>

------------------------------------ -------- -------- --------- -------- -------- --------
Lord Lord Lord Lord Firstar Firstar Firstar
Abbett Abbett Abbett Abbett Balanced Equity Growth
Bond Mid-Cap Dev. Growth PortfolioIncome &
Debenture Value Growth and PortfolioIncome
Portfolio PortfolioPortfolio Income Equity
Portfolio Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Brady Bonds
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Collateralized Mortgage X X
Obligations

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Convertible Securities X X X X X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Depositary Receipts X X X X X X
--------- -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Derivatives:

X
--------- -------- -------- --------- -------- -------- --------
Options

Futures
Purchase and Sale of
options and futures on
stock indices
------------------------------------ -------- -------- --------- -------- -------- --------
Direct Participation in
Corporate Loans
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Dollar Roll Transactions
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Foreign Currency
Transactions
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Foreign Debt Securities X X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Foreign Equity Securities X X X X X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Forward Commitments,
When-Issued and Delayed
Delivery Securities

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
High Quality Short-term X X X X
Debt Obligations
including Bankers'
Acceptances, Commercial
Paper, Certificates of
Deposit and Eurodollar
Obligations issued or
guaranteed by Bank
Holding Companies in the
U.S., their Subsidiaries
and Foreign Branches or
of the World Bank;
Variable Amount Master
Demand Notes and Variable
Rate Notes issued by U.S.
and Foreign Corporations

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Hybrid Instruments
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Illiquid and Restricted X X X
Securities

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Municipal Securities X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Non-mortgage Asset-backed
Securities

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Preferred Stocks X X X X X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Private Placements
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Repurchase Agreements X X X X X X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Reverse Repurchase X X X X
Agreements

------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Securities Loans X X X X
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
Short Sales
(Against the Box)
------------------------------------ -------- -------- --------- -------- -------- --------
------------------------------------ -------- -------- --------- -------- -------- --------
U.S. Government Securities X X X
------------------------------------ -------- -------- --------- -------- -------- --------

</TABLE>

<PAGE>

Brady Bonds. Brady Bonds are collateralized or uncollaterized fixed
income securities created through the exchange of existing commercial bank loans
to public and private entities in certain emerging markets for new bonds in
connection with debt restructurings. Brady Bonds have been issued only recently
and, accordingly do not have a long payment history. These securities are
subject to credit risk and interest rate risk.

Collateralized Mortgage Obligations (CMOs). CMOs are fixed income
securities secured by mortgage loans and other mortgage-backed securities and
are generally considered to be derivatives. CMOs may be issued or guaranteed by
the U.S. Government or its agencies or instrumentalities or collateralized by a
portfolio or mortgages or mortgage-related securities guaranteed by such an
agency or instrumentality or may be non-U.S. Government guaranteed.

CMOs carry general fixed income securities risks, such as credit risk
and interest rate risk, and risks associated with mortgage-backed securities,
including prepayment risk which is the risk that the underlying mortgages or
other debt may be refinanced or paid off prior to their maturities during
periods of declining interest rates. In that case, an Adviser may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk.

Convertible Securities. Convertible securities are preferred stocks or
bonds that pay a fixed dividend or interest payment and are convertible into
common stock at a specified price or conversion ratio.

Traditionally, convertible securities have paid dividends or interest
rates higher than common stocks but lower than nonconvertible securities. They
generally participate in the appreciation or depreciation of the underlying
stock into which they are convertible, but to a lesser degree. These securities
are also subject to market risk, interest rate risk and credit risk.

Depositary Receipts. Depositary receipts are receipts for shares of a
foreign-based corporation that entitle the holder to dividends and capital gains
on the underlying security. Receipts include those issued by domestic banks
(American Depositary Receipts), foreign banks (Global or European Depositary
Receipts), and broker-dealers (depositary shares).

These instruments are subject to market risk and foreign investment
risk.

Derivatives. Derivatives are used to limit risk in a Portfolio or to
enhance investment return, and have a return tied to a formula based upon an
interest rate, index, price of a security, or other measurement. Derivatives
include options, futures, forward contracts and related products.

Options are the right, but not the obligation, to buy or sell a
specified amount of securities or other assets on or before a fixed date at a
predetermined price.

Futures are contracts that obligate the buyer to receive and the seller
to deliver an instrument or money at a specified price on a specified date.

Forward contracts are contracts to purchase or sell a specified amount
of a financial instrument for an agreed upon price at a specified time.

Derivatives may be used to hedge against an opposite position that a
Portfolio holds. Any loss generated by the derivatives should be offset by gains
in the hedged investment. While hedging can reduce or eliminate losses, it can
also reduce or eliminate gains or result in losses or missed opportunities. In
addition, derivatives that are used for hedging the Portfolio in specific
securities may not fully offset the underlying positions. The counterparty to a
derivatives contract also could default. Derivatives that involve leverage could
magnify losses.

Derivatives may also be used to maintain a Portfolio's exposure to the
market, manage cash flows or to attempt to increase income. Using derivatives
for purposes other than hedging is speculative and involves greater risks. In
many foreign countries, futures and options markets do not exist or are not
sufficiently developed to be effectively used by a Portfolio that invests in
foreign securities.

Direct Participation in Corporate Loans. By purchasing a loan, the
Portfolio acquires some or all of the interest of a bank or other lending
institution in a loan to a corporate borrower. Many such loans are secured, and
most impose restrictive covenants which must be met by the borrower. These loans
are made generally to finance internal growth, mergers, acquisitions, stock
repurchases, leveraged buy-outs and other corporate activities. Such loans may
be in default at the time of purchase. The Portfolio may also purchase trade or
other claims against companies, which generally represent money owed by the
company to a supplier of goods or services. These claims may also be purchased
at a time when the company is in default. Certain of the loans acquired by a
Portfolio may involve revolving credit facilities or other standby financing
commitments which obligate the Portfolio to pay additional cash on a certain
date or on demand.

The highly leveraged nature of many such loans may make such loans
especially vulnerable to adverse changes in economic or market conditions. Loans
and other direct investments may not be in the form of securities or may be
subject to restrictions on transfer, and only limited opportunities may exist to
resell such instruments. As a result, the Portfolio may be unable to sell such
investments at an opportune time or may have to resell them at less than fair
market value.

Dollar Roll Transactions. Dollar roll transactions are comprised of the
sale by the Portfolio of mortgage-based or other fixed income securities,
together with a commitment to purchase similar, but not identical, securities at
a future date. In addition, the Portfolio is paid a fee as consideration for
entering into the commitment to purchase. Dollar rolls may be renewed after cash
settlement and initially may involve only a firm commitment agreement by the
Portfolio to buy a security. Dollar roll transactions are treated as borrowings
for purposes of the Investment Company Act of 1940, and the aggregate of such
transactions and all other borrowings of the Portfolio (including reverse
repurchase agreements) will be subject to the requirement that the Portfolio
maintain asset coverage of 300% for all borrowings.

If the broker-dealer to whom the Portfolio sells the security becomes
insolvent, the Portfolio's right to purchase or repurchase the security may be
restricted; the value of the security may change adversely over the term of the
dollar roll; the security that the Portfolio is required to repurchase may be
worth less than the security that the Portfolio originally held; and the return
earned by the Portfolio with the proceeds of a dollar roll may not exceed
transaction costs.

Foreign Currency Transactions. Foreign currency transactions are
entered into for the purpose of hedging against foreign exchange risk arising
from the Portfolio's investment or anticipated investment in securities
denominated in foreign currencies. The Portfolio also may enter into these
contracts for purposes of increasing exposure to a foreign currency or to shift
exposure to foreign currency fluctuations from one country to another. Foreign
currency transactions include the purchase of foreign currency on a spot (or
cash) basis, contracts to purchase or sell foreign currencies at a future date
(forward contracts), the purchase and sale of foreign currency futures
contracts, and the purchase of exchange traded and over-the-counter call and put
options on foreign currency futures contracts and on foreign currencies.

These hedging transactions do not eliminate fluctuations in the
underlying prices of the securities which the Portfolio owns or intends to
purchase or sell. They simply establish a rate of exchange which can be achieved
at some future point in time.

Foreign currency exchange rates may fluctuate significantly over short
periods of time. A forward foreign currency exchange contract reduces the
Portfolio's exposure to changes in the value of the currency it will deliver and
increases its exposure to changes in the value of the currency it will exchange
into. Contracts to sell foreign currency will limit any potential gain which
might be realized by the Portfolio if the value of the hedged currency
increases. In the case of forward contracts entered into for the purpose of
increasing return, the Portfolio may sustain losses which will reduce its gross
income. Forward foreign currency exchange contracts also involve the risk that
the party with which the Portfolio enters the contract may fail to perform its
obligations to the Portfolio. The purchase and sale of foreign currency futures
contracts and the purchase of call and put options on foreign currency futures
contracts and on foreign currencies involve certain risks associated with
derivatives.

Foreign Debt Securities. Foreign debt securities are issued by foreign
corporations and governments. They may include Eurodollar obligations and Yankee
bonds.

Foreign debt securities are subject to foreign investment risk, credit
risk, and interest rate risk. Securities in developing countries are also
subject to the additional risks associated with emerging markets.

Foreign Equity Securities. Foreign equity securities are subject to
foreign investment risk in addition to the risks applicable to domestic equity
securities, such as market risk.

Forward Commitments, When-Issued and Delayed Delivery Securities.
Forward commitments, when-issued and delayed delivery securities generally
involve the purchase of a security with payment and delivery at some time in the
future - i.e., beyond normal settlement. The Portfolios do not earn interest on
such securities until settlement and bear the risk of market value fluctuations
in between the purchase and settlement dates. New issues of stocks and bonds,
private placements and U.S. Government securities may be sold in this manner.

High Quality Short-term Debt Obligations including Bankers' Acceptances,
Commercial Paper, Certificates of Deposit and Eurodollar Obligations issued or
guaranteed by Bank Holding Companies in the U.S., their Subsidiaries and Foreign
Branches or of the World Bank; Variable Amount Master Demand Notes and Variable
Rate Notes issued by U.S. and Foreign Corporations.

Commercial paper is a short-term debt obligation with a maturity
ranging from one to 270 days issued by banks, corporations, and other borrowers
to investors seeking to invest idle cash.

Eurodollar obligations are dollar-denominated securities issued outside the
U.S. by foreign corporations and financial institutions and by foreign branches
of U.S. corporations and financial institutions.

Variable amount master demand notes differ from ordinary commercial
paper in that they are issued pursuant to a written agreement between the issuer
and the holder, their amounts may be increased from time to time by the holder
(subject to an agreed maximum) or decreased by the holder or the issuer, they
are payable on demand, the rate of interest payable on them varies with an
agreed formula and they are typically not rated by a rating agency. Transfer of
such notes is usually restricted by the issuer, and there is no secondary
trading market for them. Any variable amount master demand note purchased by a
Portfolio will be regarded as an illiquid security.

These instruments are subject to credit risk, interest rate risk and
foreign investment risk.

High Yield/High Risk Debt Securities. High yield/high risk debt
securities are securities that are rated below investment grade by the primary
rating agencies (e.g., BB or lower by S&P, and Ba or lower by Moody's). Other
terms commonly used to describe such securities include "lower rated bonds,"
"noninvestment grade bonds," and "junk bonds."

High yield/high risk debt securities are subject to high yield debt
security risk as described in "Primary Risks of Investing in the Portfolios"
above.

Hybrid Instruments. Hybrid instruments were recently developed and
combine the elements of futures contracts or options with those of debt,
preferred equity or a depositary instrument. They are often indexed to the price
of a commodity, particular currency, or a domestic or foreign debt or equity
security index. Examples of hybrid instruments include debt instruments with
interest or principal payments or redemption terms determined by reference to
the value of a currency or commodity or securities index at a future point in
time or preferred stock with dividend rates determined by reference to the value
of a currency.

Hybrids may bear interest or pay dividends at below market (or even
relatively nominal) rates. Under certain conditions, the redemption value of the
instrument could be zero. Hybrids can have volatile prices and limited liquidity
and their use by the Portfolio may not be successful.

Illiquid and Restricted Securities. Each Portfolio may invest a portion
of its assets in restricted and illiquid securities, which are investments that
the Fund cannot easily resell within seven days at current value or that have
contractual or legal restriction on resale.

If the Portfolio buys illiquid securities it may be unable to quickly
resell them or may be able to sell them only at a price below current value or
could have difficulty valuing these holdings precisely.

Interest Rate Transactions. Interest rate transactions are hedging
transactions such as interest rate swaps and the purchase or sale of interest
rate caps and floors. They are used by a Portfolio in an attempt to protect the
value of its investments from interest rate fluctuations. Interest rate swaps
involve the exchange by the Portfolio with another party of their respective
commitments to pay or receive interest, e.g., an exchange of floating rate
payments for fixed rate payments. The purchase of an interest rate cap entitles
the purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate floor. The Adviser to
the Portfolio enters into these transactions on behalf of the Portfolio
primarily to preserve a return or spread on a particular investment or portion
of its portfolio or to protect against any increase in the price of securities
the Portfolio anticipates purchasing at a later date. The Portfolio will not
sell interest rate caps or floors that it does not own.

There is the risk that the Adviser may incorrectly predict the
direction of interest rates resulting in losses to the Portfolio.

Investment Grade Debt Securities. Investment grade debt securities are
securities rated in one of the four highest rating categories by S&P's, Moody's
or other nationally recognized rating agency. These securities are subject to
interest rate risk and credit risk. Securities rated in the fourth investment
category by a nationally recognized rating agency (e.g. BBB by S&P and Baa by
Moody's) may have speculative characteristics.

Investments in Other Investment Companies including Passive Foreign
Investment Companies. When the Portfolio invests in another investment company,
it must bear the management and other fees of the investment company, in
addition to its own expenses. As a result, the Portfolio may be exposed to
duplicate expenses which could lower its value. Investments in passive foreign
investment companies also are subject to foreign investment risk.

Passive foreign investment companies are any foreign corporations which
generate certain amounts of passive income or hold certain amounts of assets for
the production of passive income. Passive income includes dividends, royalties,
rent, and annuities.

Mortgage-backed Securities, including GNMA Certificates,
Mortgage-backed Bonds and Stripped Mortgage-backed Securities. Mortgage-backed
securities include securities backed by Ginnie Mae and Fannie Mae. These
securities represent collections (pools) of commercial and residential
mortgages. These securities are generally pass-through securities, which means
that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis.

These securities carry general fixed income security risks, such as
credit risk and interest rate risk, as well as prepayment risk.

Municipal Securities. . Municipal securities are debt obligations
issued by local, state and regional governments that provide interest income
that is exempt from federal income tax. These securities are subject to interest
rate risk and credit risk.

Non-mortgage Asset-backed Securities. Non-mortgage asset-backed
securities include equipment trust certificates and interests in pools of
receivables, such as motor vehicle installment purchase obligations and credit
card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. This means that principal and interest payments on
the underlying securities (less servicing fees) are passed through to
shareholders on a pro rata basis.

The value of some asset-backed securities may be particularly sensitive
to changes in prevailing interest rates, and like other fixed income
investments, the ability of the Portfolio to successfully use these instruments
may depend in part upon the ability of an Adviser to forecast interest rates and
other economic factors correctly.

PIK (pay-in-kind) Debt Securities. PIK debt securities are debt
obligations which provide that the issuer may, at its option, pay interest on
such bonds in cash or in the form of additional debt obligations. Such
investments benefit the issuer by mitigating its need for cash to meet debt
service, but also require a higher rate of return to attract investors who are
willing to defer receipt of such cash.

Zero-coupon bonds are bonds that provide for no current interest
payment and are sold at a discount. These investments pay no interest in cash to
its holder during its life and usually trade at a deep discount from their face
or par value. These investments may experience greater volatility in market
value due to changes in interest rates than debt obligations which make regular
payments of interest. The Portfolio will accrue income on such investments for
tax accounting purposes, as required, which is distributable to shareholders and
which, because no cash is received at the time of accrual, may require the
liquidation of other portfolio securities to satisfy the Portfolio's
distribution obligations.

These securities are subject to credit risk and interest rate risk.

Preferred Stocks. Preferred stocks are equity securities that generally
pay dividends at a specified rate and have preference over common stock in the
payment of dividends and liquidation. Preferred stock generally does not carry
voting rights.

Preferred stocks are subject to market risk. In addition, because
preferred stocks pay fixed dividends, an increase in interest rates may cause
the price of a preferred stock to fall.

Repurchase Agreements. Repurchase agreements involve the purchase of a
security by a Portfolio and a simultaneous agreement by the seller (generally a
bank or dealer) to repurchase the security from the Portfolio at a specified
date or upon demand. This technique offers a method of earning income on idle
cash.

Repurchase agreements involve credit risk, i.e. the risk that the
seller will fail to repurchase the security, as agreed. In that case, the
Portfolio will bear the risk of market value fluctuations until the security can
be sold and may encounter delays and incur costs in liquidating the security.

Reverse Repurchase Agreements. Reverse repurchase agreements involve
the sale of a security by a Portfolio to another party (generally a bank or
dealer) in return for cash and an agreement by the Portfolio to buy the security
back at a specified price and time.

Reverse repurchase agreements will be used primarily to provide cash to
satisfy unusually high redemption requests or for other temporary or emergency
purposes. Reverse repurchase agreements are considered a form of borrowing by
the Portfolio and, therefore, are a form of leverage. Leverage may cause any
gains or losses of the Portfolio to be magnified.

Securities Loans. The Portfolio may make secured loans of its portfolio
securities. The risks in lending Portfolio securities, as with other extensions
of secured credit, consist of possible delay in receiving additional collateral,
or in the recovery of the securities or possible loss of rights in their
collateral should the borrower fail financially.

Short Sales. Short sales are sales of securities that the seller does
not own. The seller must borrow the securities to make delivery to the buyer. A
short sale may be uncollateralized or against-the-box. A short sale is
"against-the-box" if at all times when the short position is open, the seller
owns an equal amount of the securities sold short or securities convertible
into, or exchanged without further consideration for, securities of the same
issue as the securities sold short.

The price of securities purchased to replace borrowed securities sold
short may be greater than proceeds received in the short sale resulting in a
loss to the Portfolio.

U.S. Government Securities. U.S. Government securities include direct
obligations of the U.S. Government that are supported by its full faith and
credit, like Treasury bills and GNMA certificates. Treasury bills have initial
maturities of less than one year, Treasury notes have initial maturities of one
to ten years and Treasury bonds may be issued with any maturity but generally
have maturities of at least ten years. U.S. Government securities also include
indirect obligations of the U.S. Government that are issued by federal agencies
and government-sponsored entities, like bonds and notes issued by the Federal
Home Loan Bank, Fannie Mae, and Sallie Mae. Unlike Treasury securities, agency
securities generally are not backed by the full faith and credit of the U.S.
Government. Some agency securities are supported by the right of the issuer to
borrow from the Treasury, others are supported by the discretionary authority of
the U.S. Government to purchase the agency's obligations and others are
supported only by the credit of the sponsoring agency.

U.S. Government securities are subject to interest rate risk. Credit risk
is remote.

Defensive Investments

Under adverse market or economic conditions, a Portfolio could invest
for temporary defensive purposes some or all of its assets in money market
securities or utilize other investment strategies that may be inconsistent with
a Portfolio's principal investment strategy. Although a Portfolio would employ
these measures only in seeking to avoid losses, they could reduce the benefit
from an upswing in the market or prevent the Portfolio from meeting its
investment objective.

Portfolio Turnover

The Portfolios' Advisers will sell a security when they believe it is
appropriate to do so, regardless of how long a Portfolio has owned that
security. Buying and selling securities generally involves some expense to a
Portfolio, such as commissions paid to brokers and other transaction costs.
Generally speaking, the higher a Portfolio's annual portfolio turnover rate, the
greater its brokerage costs. Increased brokerage costs may adversely affect a
Portfolio's performance. The Portfolios, with the exception of BlackRock U.S.
Government Income Portfolio, J.P. Morgan Quality Bond Portfolio, and J.P. Morgan
Select Equity Portfolio, generally intend to purchase securities for long-term
investment and therefore will have a relatively low turnover rate. Annual
turnover rate of 100% or more is considered high and will result in increased
costs to the Portfolios. BlackRock U.S. Government Income Portfolio, J.P. Morgan
Quality Bond Portfolio, and J.P. Morgan Select Equity Portfolio generally will
have annual turnover rates of 100% or more.

Downgrades in Fixed Income Debt Securities

Unless required by applicable law, the Portfolios are not required to
sell or dispose of any debt security that either loses its rating or has its
rating reduced after a Portfolio purchases the security.

<PAGE>

Management

The Trust's Board of Trustees is responsible for managing the business
affairs of the Trust. The Trustees meet periodically to review the affairs of
the Trust and to establish certain guidelines which the Manager and Advisers are
expected to follow in implementing the investment policies and objectives of the
Trust. The Trustees also review the management of the Portfolios' assets by the
Advisers. Information about the Trustees and executive officers of the Trust is
contained in the SAI.

The Manager

Met Investors Advisory Corp. (formerly known as Security First
Management Investment Corporation) (the "Manager"), 610 Newport Center Drive,
Suite 1350, Newport Beach, California 92660, has overall responsibility for the
general management and administration of all of the Portfolios. The Manager
selects and pays the fees of the Advisers for each of the Trust's Portfolios and
monitors each Adviser's investment program. The Manager is an indirect
wholly-owned subsidiary of Metropolitan Life Insurance Company.

As compensation for its services to the Portfolios, the Manager
receives monthly compensation at an annual rate of a percentage of' the average
daily net assets of each Portfolio. The advisory fees for each Portfolio are:

Portfolio Advisory Fee

BlackRock Equity Portfolio
BlackRock U.S. Government Income Portfolio
J.P. Morgan Quality Bond Portfolio
J.P. Morgan Small Cap Stock Portfolio
J.P. Morgan Enhanced Index Portfolio
J.P. Morgan Select Equity Portfolio
J.P. Morgan International Equity Portfolio
Lord Abbett Bond Debenture Portfolio
Lord Abbett Mid-Cap Value Portfolio
Lord Abbett Developing Growth Portfolio
Lord Abbett Growth and Income Portfolio
Firstar Balanced Portfolio
Firstar Equity Income Portfolio
Firstar Growth & Income Equity Portfolio

Expense Limitation Agreement

In the interest of limiting expenses of each Portfolio until , 200
(except for the Portfolios), the Manager has entered into an expense limitation
agreement with the Trust with respect to those Portfolios ("Expense Limitation
Agreement"). Pursuant to that Expense Limitation Agreement, the Manager has
agreed to waive or limit its fees and to assume other expenses so that the total
annual operating expenses of each Portfolio other than interest, taxes,
brokerage commissions (other expenditures which are capitalized in accordance
with generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of each Portfolio's business and amounts payable
pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) are
limited to the following respective expense ratios:

Expense Limitation Provisions

---------------------------------------------- ---------------------------------
Total Expenses Limited to (% of

Portfolios daily net assets)
---------------------------------------------- ---------------------------------
%
%
%
%
%

Each Portfolio may at a later date reimburse to the Manager the
management fees waived or limited and other expenses assumed and paid by the
Manager pursuant to the Expense Limitation Agreement provided such Portfolio has
reached a sufficient asset size to permit such reimbursement to be made without
causing the total annual expense ratio of each Portfolio to exceed the
percentage limits stated above. Consequently, no reimbursement by a Portfolio
will be made unless: (i) the Portfolio's assets exceed $___ million; (ii) the
Portfolio's total annual expense ratio is less than the respective percentages
stated above; and (iii) the payment of such reimbursement has been approved by
the Trust's Board of Trustees on a quarterly basis.

The total amount of reimbursement to which the Manager may be entitled
will equal, at any time, the sum of (i) all investment management fees
previously waived or reduced by the Manager and (ii) all other payments
previously remitted by the Manager to the Portfolio during any of the previous
five fiscal years, less any reimbursement that the Portfolio has previously paid
to the Manager with respect to (a) such investment management fees previously
waived or reduced and (b) such other payments previously remitted by the Manager
to the Portfolio.

The Advisers

Under the terms of the agreements between each Adviser and the Manager,
the Adviser will develop a plan for investing the assets of each Portfolio,
select the assets to be purchased and sold by each Portfolio, select the
broker-dealer or broker-dealers through which the Portfolio will buy and sell
its assets, and negotiate the payment of commissions, if any, to those
broker-dealers. Each Adviser follows the policies set by the Manager and the
Board of Trustees for each of the Portfolios. Day-to-day management of the
investments in each Portfolio is the responsibility of the Adviser's portfolio
managers. The portfolio managers of each Portfolio are indicated below following
a brief description of each Adviser.

The Trust and the Manager have filed an exemptive application
requesting an exemptive order from the Securities and Exchange Commission that
will permit the Manager, subject to certain conditions, and without the approval
of shareholders to: (a) employ a new unaffiliated investment adviser for a
Portfolio pursuant to the terms of a new investment advisory agreement, in each
case either as a replacement for an existing Adviser or as an additional
Adviser; (b) change the terms of any investment advisory agreement; and (c)
continue the employment of an existing Adviser on the same advisory contract
terms where a contract has been assigned because of a change in control of the
Adviser. In such circumstances, shareholders would receive notice of such
action, including the information concerning the Adviser that normally is
provided in a proxy statement. The exemptive order would also permit disclosure
of fees paid to multiple unaffiliated Advisers of a Portfolio on an aggregate
basis only. There is no assurance that the Securities and Exchange Commission
will grant the Trust's and the Manager's application.

The Manager pays each Adviser a fee based on the Portfolio's average
daily net assets. No Portfolio is responsible for the fees paid to each of the
Advisers.

J.P. MORGAN INVESTMENT MANAGEMENT INC. ("J.P. Morgan"), 522 Fifth Avenue,
New York, New York 10036, a wholly-owned subsidiary of J.P. Morgan & Co.,
Incorporated, is the Adviser for the J.P. Morgan Quality Bond, J.P. Morgan
International Equity, J.P. Morgan Select Equity, J.P. Morgan Enhanced Index and
J.P. Morgan Small Cap Stock Portfolios of the Trust. The Adviser and its
affiliates had approximately $____ billion under management as of December 31,
2000.

J.P. Morgan Quality Bond Portfolio

o Jay A. Gladieux, Vice President of the Adviser. Mr. Gladieux is a portfolio
manager in the U.S. Fixed Income Group. A J.P. Morgan employee for the past
three years, he concentrates on broad market strategies. Prior to that, Mr.
Gladieux spent 15 years at Morgan Stanley & Co., of which, the last 13
years were in the fixed income division focusing on the mortgage,
derivative, and non-dollar businesses.

o James J. Dougherty, Vice President of the Adviser. Mr. Dougherty joined
J.P. Morgan in 1986 and is Head of Fixed Income Trading and Strategy
Implementation. Prior to his current assignment, Mr. Dougherty was co-Head
of the mortgage investment team with primary responsibility for asset
backed and commercial mortgage-backed securities investments.

J.P. Morgan Enhanced Index Portfolio

o Nanette Buziak, Vice President of the Adviser. Ms. Buziak is a portfolio
manager in the Adviser's Structured Equity Group with responsibility for
the daily implementation and maintenance of structured equity portfolios.
Prior to joining J.P. Morgan in 1997, Ms. Buziak spent four years at First
Marathon America, Inc., where she traded Convertible Bond Arbitrage and
Stock Index Arbitrage strategies.

o Timothy J. Devlin, Vice President of the Adviser. Mr. Devlin is a portfolio
manager in the Adviser's Structured Equity Group. Prior to joining J.P.
Morgan in 1996, Mr. Devlin was with Mitchell Hutchins Asset Management
where he managed risk-controlled equity portfolios including index,
enhanced index and market neutral strategies.

o Joseph P. Gill, Vice President of the Adviser. Mr. Gill is a portfolio
manager in the Adviser's Structured Equity Group. Prior to joining J.P.
Morgan in 1996, Mr. Gill was a portfolio manager and client adviser at Bank
of Tokyo - Mitsubishi Asset Management where he had direct investment and
relationship responsibilities.

J.P. Morgan International Equity Portfolio

o Nigel F. Emmett, Vice President of the Adviser. Mr. Emmett is a portfolio
manager with the Adviser's International Equity Group. Prior to joining
J.P. Morgan in 1997, Mr. Emmett was employed by Brown Brothers Harriman &
Co. in New York and Gartmore Investment Management and Equitable Life
Insurance in London from ___ to ___.

o Paul Quinsee, Managing Director of the Adviser. Mr. Quinsee, an
international equity portfolio manager and Vice-Chairman of the Adviser's
International Equity Strategy Group, relocated to the Adviser's New York
office in 1996. He joined the Adviser's London office in 1992 as an
international portfolio manager.

J.P. Morgan Small Cap Stock Portfolio

o Marian U. Pardo, Managing Director of the Adviser. Ms. Pardo is a portfolio
manager and Head of the Adviser's small company investment team. She has
been with J.P. Morgan since 1968, having joined the investment management
business in 1980 as a research analyst. Ms. Pardo has held a number of
positions at J.P. Morgan including managing equity and convertible funds
and large- cap equity portfolios for individual clients and institutional
investors.

o Alexandra Wells, Vice President of the Adviser. Ms. Wells is a portfolio
manager in the Small Cap Equity Group. She joined J.P. Morgan in 1992
initially working as an analyst in the Equity Research department before
moving to the Equity and Balanced Group as a portfolio manager in 1995. Ms.
Wells transferred to the Adviser's London office in 1997 where she spent a
year as a portfolio manager responsible for U.S. equities before joining
the Small Cap Equity Group in March, 1998.

J.P. Morgan Select Equity Portfolio

o Thomas M. Luddy, Managing Director of the Adviser. Mr. Luddy is Head of
U.S. Equity Research. A J.P. Morgan employee since 1976, Mr. Luddy has held
numerous key positions in the firm, including such roles as, Global Head of
Equity and Chief Investment Officer. He started as an equity research
analyst, becoming a portfolio manager in 1982 and has managed portfolios in
his various roles for most of the past 18 years.

o James Russo, Vice President of the Adviser. Mr. Russo is a portfolio
manager in the Adviser's Equity Group. A J.P. Morgan employee since 1994,
Mr. Russo previously served in the equity research group as an analyst
covering consumer cyclical stocks.

LORD, ABBETT & CO. ("Lord Abbett"), 90 Hudson Street, Jersey City, NJ 07302, is
the Adviser to the Lord Abbett Bond Debenture, Lord Abbett Mid-Cap Value, Lord
Abbett Developing Growth and Lord Abbett Growth and Income Portfolios of the
Trust. Lord Abbett has been an investment manager for 70 years and as of
December 31, 2000 managed approximately $ billion in a family of mutual funds
and other advisory accounts.

Lord Abbett Bond Debenture Portfolio

o Lord Abbett uses a team of investment managers and analysts acting together
to manage the Portfolio's investments. Christopher J. Towle, partner of
Lord Abbett, heads the team, the other senior members of which include
Richard Szaro, Michael Goldstein and Thomas Baade. Messrs. Towle and Szaro
have been with Lord Abbett since 1988 and 1983, respectively. Mr. Goldstein
has been with Lord Abbett since 1997. Before joining Lord Abbett, Mr.
Goldstein was a bond trader for Credit Suisse BEA Associates from August
1992 through April 1997. Mr. Baade joined Lord Abbett in 1998; prior to
that he was a credit analyst with Greenwich Street Advisors.

Lord Abbett Mid-Cap Value Portfolio

o Lord Abbett uses a team of investment managers and analysts acting together
to manage the Portfolio's investments. Edward K. von der Linde, Investment
Manager, heads the team; the other senior members are Eileen Banko, Howard
Hansen, and David Builder. Both Mr. von der Linde and Ms. Banko have been
with Lord Abbett since ___ and ___, respectively. Mr. Hansen joined Lord
Abbett in 1995. Mr. Builder joined Lord Abbett in 1998; prior to that he
was an analyst at Bear Stearns from 1996 to 1998 and at Weiss, Peck & Greer
from 1994 to 1995.

Lord Abbett Developing Growth Portfolio

o Lord Abbett uses a team of investment managers and analysts acting together
to manage the Portfolio's investments. Stephen J. McGruder, Partner of Lord
Abbett, heads the team; the other senior members include Lesley-Jane Dixon
and Rayna Lesser. Mr. McGruder and Ms. Dixon have been with Lord Abbett
since 1995. Ms. Lesser has been with Lord Abbett since graduating from
college in 1996.

Lord Abbett Growth and Income Portfolio

o The portfolio management team is headed by Robert G. Morris, W. Thomas
Hudson and Eli Salzman. Messrs. Morris and Hudson, Partners of Lord Abbett,
have been with Lord Abbett since ___ and ___, respectively. Mr. Salzman
joined Lord Abbett in 1997; prior to that he was a Vice President with
Mutual of American Capital Corp. from 1996 to 1997, and was a Vice
President at Mitchell Hutchins Asset Management, Inc. from 1986 to 1996.

Firstar Investment and Research Management Company, LLC ("FIRMCO"), Firstar
Center, 777 East Wisconsin Avenue, 8th Floor, Milwaukee, Wisconsin 53202, is the
Adviser to the Firstar Balanced, Firstar Equity Income and Firstar Growth &
Income Equity Portfolios of the Trust. FIRMCO is a subsidiary of Firstar
Corporation. As of December 31, 2000, FIRMCO had approximately $ billion in
assets under investment management.

Firstar Balanced Portfolio

o Robert Bernstein, CFA, joined Firstar Corporation in 1992 and
has over 20 years investment management experience, both as a
research analyst and portfolio manager. He is currently a
member of the Equity Management Committee.

Firstar Equity Income Portfolio

o John Blixen, CFA, joined Firstar Corporation in 1964 and has
over 30 years investment management experience including
twelve years as President of Mississippi Valley Advisors which
merged with FIRMCO in March, 2000. He joined Firstar
Corporation in 1964 as an investment research analyst. John
serves on FIRMCO's Investment Policy Committee and is a member
of the Equity Management Committee.

Firstar Growth & Income Equity Portfolio

o Marian Zentmyer, CFA, joined Firstar Corporation as a
financial planning and research analyst in 1982 and became an
equity fund manager in 1989. She has 21 years of investment
management experience and was named Chief Equity Investment
Officer of FIRMCO in 1998.

BLACKROCK ADVISORS, LLC ("BlackRock"), 345 Park Avenue, New York, New York,
10154, is the Adviser to the BlackRock Equity and BlackRock U.S. Government
Income Portfolios of the Trust. BlackRock is a wholly-owned subsidiary of
BlackRock, Inc. which is, in turn, a subsidiary of PNC Bank, N.A. ("PNC")
BlackRock, Inc. is a fully integrated money management firm with global fixed
income, equity and cash management capabilities. As of December 31, 2000
BlackRock, Inc. and its subsidiaries managed or administered approximately $
billion in --- assets.

BlackRock Equity Portfolio

o R. Andrew Damm. Mr. Damm specializes in large cap growth and
core equity products. He is also responsible for risk modeling
and quantitative analysis. Prior to joining BlackRock in July,
2000, Mr. Damm had been with PNC Asset Management Group. He
joined PNC in 1995 as Senior Investment Strategist,
responsible for managing the equity portion of balanced
portfolios and the asset allocation for PNC's blended
portfolio products. Previously he was a portfolio manager with
PNC's Investment Management and Trust Division.

BlackRock U.S. Government Income Portfolio

o Scott Amero, Managing Director. Mr. Amero joined BlackRock in ___ and has
been a Managing Director since March, 1998. Mr. Amero is also a member of
the Adviser's Investment Strategy Committee and a Vice President for
BlackRock's family of closed-end mutual funds and the Smith Barney
Adjustable Rate Government Income Fund.

<PAGE>

YOUR INVESTMENT

Shareholder Information

The separate accounts of MetLife are the record owner of the
Portfolios' shares. Any reference to the shareholder in this Prospectus
technically refers to those separate accounts and not to you, the Contract owner
or Plan participant. The legal rights of you, the Contract owner or Plan
participant, are different from the legal rights of the record owner.

However, MetLife is required to solicit instructions from the Contract
owners or Plan participants when voting on shareholder issues. Any voting by
MetLife as shareholder would therefore reflect the actual votes of Contract
owners and Plan participants. Please see "Voting Rights" in the prospectus for
the Contracts or Plans accompanying this Prospectus for more information on your
voting rights.

Dividends, Distributions and Taxes

Dividends and Distributions

Each Portfolio intends to distribute substantially all of its net
investment income, if any. Each Portfolio distributes its dividends from its net
investment income to MetLife's separate accounts at least once a year and not to
you, the Contract owner. These distributions are in the form of additional
shares of stock and not cash. The result is that a Portfolio's investment
performance, including the effect of dividends, is reflected in the cash value
of the Contracts. Please see the Contracts prospectus accompanying this
Prospectus for more information.

All net realized long- or short-term capital gains of each Portfolio
are also declared once a year and reinvested in the Portfolio.

Taxes

Please see the Contract or Plan prospectus accompanying this Prospectus
for a discussion of the tax impact on you resulting from the income taxes the
separate accounts owe as a result of their ownership of a Portfolio's shares and
their receipt of dividends and capital gains.

Each Portfolio expects to qualify and to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended ("Code"). As qualified, a Portfolio is not subject to federal
income tax on that part of its taxable income that it distributes to you.
Taxable income consists generally of net investment income, and any capital
gains. It is each Portfolio's intention to distribute all such income and gains.

Shares of each Portfolio are currently offered only to the separate
accounts of MetLife. Separate accounts are insurance company separate accounts
that fund the policies and the annuity contracts. Under the Code, an insurance
company pays no tax with respect to income of a qualifying separate account when
the income is properly allocable to the value of eligible variable annuity or
variable life insurance contracts. For a discussion of the taxation of life
insurance companies and the separate accounts, as well as the tax treatment of
the policies and annuity contracts and the holders thereof, see the discussion
of federal income tax considerations included in the respective prospectuses for
the Contracts.

Section 817(h) of the Code and the regulations thereunder impose
"diversification" requirements of each portfolio. Each Portfolio intends to
comply with the diversification requirements. These requirements are in addition
to the diversification requirements imposed on each Portfolio by Subchapter M
and the Investment Company Act of 1940, as amended. The Section 817(h)
requirements place certain limitations on the assets of each separate account
that may be invested in securities of a single issuer. Specifically, the
regulations provide that, except as permitted by "safe harbor," rules described
below, as of the end of each calendar quarter or within 30 days thereafter, no
more than 55% of the Portfolio's total assets may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments, and no more than 90% by any four investments.

Section 817(h) also provides, as a safe harbor, that a separate account
will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value
of the account's total assets are cash and cash items, government securities,
and securities of other regulated investment companies. For purposes of section
817(h), all securities of the same issuer, all interests in the same real
property, and all interests in the same commodity are treated as a single
investment. In addition, each U.S. Government agency or instrumentality is
treated as a separate issuer, while the securities of a particular foreign
government and its agencies, instrumentalities, and political subdivisions all
will be considered securities issued by the same issuer. If a Portfolio does not
satisfy the section 817(h) requirements, the separate accounts, the insurance
companies and the Contracts may be taxable. See the prospectuses for the
Contracts.

The foregoing is only a summary of some of the important federal income
tax considerations generally affecting a Portfolio and you; see the SAI for a
more detailed discussion. You are urged to consult your tax advisers.

Report to Policyholders

The fiscal year of each Portfolio ends on December 31 of each year. The
Trust will send to you, at least semi-annually, reports which show the
Portfolios' composition and other information. An annual report, with audited
information, will be sent to you each year.

Sales and Purchases of Shares

The Trust does not sell its shares directly to the public. The Trust
continuously sells shares of each Portfolio only to the separate accounts of
MetLife and may in the future offer its shares to qualified pension and
profit-sharing plans. It could also offer shares to other separate accounts of
other insurers if approved by the Board of Trustees.

Purchase and Redemption of Shares

MetLife Distributors, Inc., is the principal underwriter and
distributor of the Contracts. MetLife Distributors, Inc. places orders for the
purchase or redemption of shares of each Portfolio based on, among other things,
the amount of net Contract premiums or purchase payments transferred to the
separate accounts, transfers to or from a separate account investment division
and benefit payments to be effected on a given date pursuant to the terms of the
Contracts. Such orders are effected, without sales charge, at the net asset
value per share for each Portfolio determined on that same date.

Shares are sold and redeemed at their net asset value without the
imposition of any sales commission or redemption charge. Class A shares are not
subject to a Rule 12b-1 fee. (However, certain sales or other charges may apply
to the Plans or Contracts, as described in the product prospectus.)

Right to Restrict Transfers

Neither the Trust nor the Contracts are designed for professional
market timing organizations, other entities, or individuals using programmed,
large and/or frequent transfers. MetLife, in coordination with the Trust's
Manager and Advisers, reserves the right to temporarily or permanently refuse
exchange requests if, in its judgment, a Portfolio would be unable to invest
effectively in accordance with its investment objectives and policies, or would
otherwise potentially be adversely affected. In particular, a pattern of
exchanges that coincides with a "market timing" strategy may be disruptive to a
Portfolio and therefore may be refused. Investors should consult the Contract
prospectus that accompanies this Prospectus for information on other specific
limitations on the transfer privilege.

Valuation of Shares

Each Portfolio's net asset value per share is ordinarily determined
once daily, as of the close of the regular session of business on the New York
Stock Exchange (NYSE) (usually at 4:00 p.m., Eastern Time), on each day the
Exchange is open.

Net asset value of a Portfolio share is computed by dividing the value
of the net assets of the Portfolio by the total number of shares outstanding in
the Portfolio. Share prices for any transaction are those next calculated after
receipt of an order.

Except for money market instruments maturing in 60 days or less,
securities held by the Portfolios are valued at market value. If market values
are not readily available, securities are valued at fair value as determined by
the Valuation Committee of the Trust's Board of Trustees.

Money market instruments maturing in 60 days or less, are valued on the
amortized cost basis.

<PAGE>

FINANCIAL HIGHLIGHTS

[TO BE FILED BY AMENDMENT]

<PAGE>

FOR MORE INFORMATION

If you would like more information about a Portfolio, the following documents
are available to you free upon request:

Annual/Semi-annual Reports

Contain additional information about a Portfolio's performance. In a
Portfolio's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Portfolio's
performance during its last fiscal year.

Statement of Additional Information ("SAI")

Provides a fuller technical and legal description of the Portfolio's
policies, investment restrictions, and business structure. The SAI is legally
considered to be a part of this Prospectus.

If you would like a copy of the current versions of these documents, or other
information about a Portfolio, contact:

Met Investors Series Trust

1-800-848-3854

Information about a Portfolio, including the Annual and Semi-annual Reports and
SAI, may also be obtained from the Securities and Exchange Commission (`SEC"):

oIn person Review and copy documents in the SEC's Public Reference Room
in Washington, D.C. (for information call 202-942-8090).

oOn line Retrieve information from the EDGAR database on the SEC's web
site at: http://www.sec.gov.

oBy mail Request documents, upon payment of a duplicating fee, by
writing to SEC, Public Reference Section, Washington, D.C.
20549 or by e-mailing the SEC at [email protected].

SEC FILE #[ ]

<PAGE>

[FRONT COVER]

Met Investors Series Trust

BlackRock Equity Portfolio

BlackRock U.S. Government Income Portfolio

J.P. Morgan Quality Bond Portfolio

J.P. Morgan Small Cap Stock Portfolio

J.P. Morgan Enhanced Index Portfolio

J.P. Morgan Select Equity Portfolio

J.P. Morgan International Equity Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Mid-Cap Value Portfolio

Lord Abbett Developing Growth Portfolio

Lord Abbett Growth and Income Portfolio

Firstar Balanced Portfolio

Firstar Equity Income Portfolio

Firstar Growth & Income Equity Portfolio

Class B Shares

Prospectus

[February ], 2001

<PAGE>

Table of Contents

Page

INTRODUCTION................................................................3
Understanding the Trust............................................3
Understanding the Portfolios.......................................3
THE PORTFOLIOS..............................................................6
Investment Summary.................................................6
BlackRock Equity Portfolio................................8
BlackRock U.S. Government Income Portfolio...............11
J.P. Morgan Quality Bond Portfolio.......................15
J.P. Morgan Small Cap Stock Portfolio....................20
J.P. Morgan Enhanced Index Portfolio.....................23
J.P. Morgan Select Equity Portfolio......................26
J.P. Morgan International Equity Portfolio...............29
Lord Abbett Bond Debenture Portfolio.....................32
Lord Abbett Mid-Cap Value Portfolio......................36
Lord Abbett Developing Growth Portfolio..................39
Lord Abbett Growth and Income Portfolio..................42
Firstar Balanced Portfolio...............................44
Firstar Equity Income Portfolio..........................49
Firstar Growth & Income Equity Portfolio.................52
Primary Risks of Investing in the Portfolios......................55
Additional Investment Strategies..................................58
Management........................................................69
The Manager..............................................69
The Advisers.............................................70
Distribution Plans.......................................75
YOUR INVESTMENT............................................................76
Shareholder Information...........................................76
Dividends, Distributions and Taxes................................76
Sales and Purchases of Shares.....................................77
FINANCIAL HIGHLIGHTS.......................................................79
FOR MORE INFORMATION.................................................Back Cover

<PAGE>

INTRODUCTION

Understanding the Trust

Investing Through a Variable Insurance Contract

As a Contract owner or Plan participant, your premium payments are
allocated to one or more of the Portfolios in accordance with your Contract or
Plan.

[SIDE BAR:

Please see the Contract or Plan prospectus that accompanies this
Prospectus for a detailed explanation of your Contract or Plan.]

Understanding the Portfolios

Description of Types of Funds:

Equity Funds

Balanced Funds

Fixed Income Funds

<PAGE>

Before you choose a Portfolio, please consider...
Higher

Risk/Reward

Notice the scale at the right. It covers the full spectrum of' risk/ reward of
the Portfolios described in this Prospectus. What risk/reward level is for you?
Ask yourself the following:

A final note: These Portfolios are designed for long-term
investment.

<PAGE>

THE PORTFOLIOS

Investment Summary

Each Portfolio's summary discusses the following :

o Investment Objective

What is the Portfolio's investment goal?

o Principal Investment Strategy

How does the Portfolio attempt to achieve its investment goal?
What types of investments does it contain? What style of
investing and investment philosophy does it follow?

o Primary Risks

What are the specific risks of investing in the Portfolio?

o Past Performance

How well has the Portfolio performed over time?

Following the Investment Summary is the section entitled "Primary Risks
of Investing in the Portfolios" which lists some of the factors that may affect
the value of a Portfolio's investments.

The SAI provides more detailed information regarding the various types
of securities that a Portfolio may purchase and certain investment techniques
and practices of its Adviser.

A NOTE ON FEES

<PAGE>

[Left Side:]

BlackRock Equity Portfolio

Investment Objective:

To provide growth of capital and income.

Principal Investment Strategy:

The Portfolio may also invest up to 20% of its total assets in U.S.
Government securities, including U.S. Treasury and agency obligations.

[SIDE BAR:
----------

GROWTH STOCKS have higher earnings that will, in the Adviser's opinion,
lead to growth in stock prices.]

VALUE STOCKS are, in the Adviser's opinion, considered undervalued or
worth more than their current price.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Interest rate risk

o Market capitalization risk

o Investment style risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ---------- ---------- ---------- ----------- ----------- -------
(6.3)% 28.0% 18.5% 29.3% 23.2% 22.2% %

94 95 96 97 98 99 00
------------- ---------- ---------- ---------- ----------- ----------- --------

High Quarter: 4th - 1998 + 20.80%

Low Quarter: 3rd -1998 - 11.16%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------- ------------ -------------

Since

1 Year 5 Year Inception

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

Portfolio ___% ___% ___%
S&P 500 Index ___% ___% ___%*
---------------------------- ----------- ------------ ------------- ------------

* From 5/1/93

[SIDE BAR:

Portfolio Management:

o BlackRock Advisors, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

BlackRock U.S. Government Income Portfolio

Investment Objective:

To provide current income.

Principal Investment Strategy:

[SIDE BAR:
---------

<PAGE>

[Right side:]

Primary Risks:

o Interest rate risk

o Credit risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------ ---------- ---------- ---------- --------- ------------ ----------
(2.9)% 13.5% 3.6% 7.0% 7.4% (2.1)% %

94 95 96 97 98 99 00
------------ ---------- ---------- ---------- --------- ------------ ----------

High Quarter: 2nd - 1995 + 4.48%

Low Quarter: 1st - 1984 - 2.54%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
------------------ ----------- ------------- ---------------

Since

1 Year 5 Year Inception

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

Portfolio ____% ____% ____%
Lehman Brothers Intermediate ____% ____% ____%*
Government Bond Index

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

* From 5/1/93

[SIDE BAR:

Portfolio Management:

o BlackRock Advisors, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Quality Bond Portfolio

Investment Objective:

To provide a high total return consistent with moderate risk of capital
and maintenance of liquidity.

Principal Investment Strategy:

The Portfolio will invest at least 65% of its total assets in
investment grade fixed income securities under normal circumstances.

The Portfolio may also invest in municipal obligations that have been
issued on a taxable basis or that have an attractive yield excluding tax
considerations.

The Adviser may, when consistent with the Portfolio's investment objective,
use derivatives such as options and futures for hedging and for risk management
(i.e., to adjust duration or yield curve exposure, or to establish or adjust
exposure to particular securities markets, or currencies); risk management may
include management of the Portfolio's exposure relative to its benchmark.

<PAGE>

[Right side:]

Primary Risks:

o Interest rate risk

o Credit risk

o Foreign investment risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- ----------- -----------
9.06% 8.37% -1.54% %

97 98 99 00
------------- ----------- ----------- -----------

High Quarter: - 1997 + %

Low Quarter: 2nd -1999 - 1.46%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
--------------- -------------- ---- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Salomon Brothers Broad ____% ____%
Investment Grade Bond
Index

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

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Small Cap Stock Portfolio

Investment Objective:

To provide a high total return from a portfolio of equity securities of
small companies.

Principal Investment Strategy:

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

o Foreign investment risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ------------ ------------ -----------
20.89% -5.40% 44.56% %

97 98 99 00
------------- ------------ ------------ -----------

High Quarter: 4th - 1999 + 35.13%

Low Quarter: 3rd -1998 - 21.49%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- --- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell 2000 Index ____% ____%
---------------------------- ---------------- --- ----------------- ------------

SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Enhanced Index Portfolio

Investment Objective:

To provide long-term growth of capital and income.

Principal Investment Strategy:

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- ------------ -----------
33.25% 32.31% 17.64% %

97 98 99 00
------------- ----------- ------------ -----------

High Quarter: 4th -1998 + 22.93

Low Quarter: 3rd - 1998 - 9.85%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- --------------- -- -------------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% ____%
---------------------------- --------------- -- ------------------- ------------

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan Select Equity Portfolio

Investment Objective:

To provide long-term growth of capital and income.

Principal Investment Strategy:

The Adviser uses a dividend discount model to rank companies within
economic sectors according to their relative value and then separates them into
quintiles by sector. The Portfolio will primarily overweight stocks from the
first and second quintiles after consideration is given to market
capitalizations. As a guideline, the Adviser seeks to achieve gross income for
the Portfolio equal to at least 75% of the dividend income generated on the
stocks included in the S&P 500.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

-------------- ----------- ---------- ---------
31.55% 22.56% 9.71% %

97 98 99 00
-------------- ----------- ---------- ---------

High Quarter: 4th - 1998 + 21.63%

Low Quarter: 2nd - 1999 - 12.95%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------------- --- ----------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% ____%
---------------------------- ----------------- --- ---------------- ------------

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

J.P. Morgan International Equity Portfolio

Investment Objective:

To provide a high total return from a portfolio of equity securities of
foreign corporations.

Principal Investment Strategy:

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

o Foreign investment risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ----------- ------------ -----------
5.96% 14.07% 28.52% %

97 98 99 00
------------- ----------- ------------ -----------

High Quarter: 4th - 1998 + 19.07%

Low Quarter: 3rd - 1998 - 16.54%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- --- -----------------

Since

1 Year Inception

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

Portfolio ____% ____%
MSCI EAFE Index ____% ____%
---------------------------- ---------------- --- ----------------- ------------

[SIDE BAR:

Portfolio Management:

o J.P. Morgan Investment Management Inc.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Bond Debenture Portfolio

Investment Objective:

To provide high current income and the opportunity for capital
appreciation to produce a high total return.

Principal Investment Strategy:

debt securities when the trend of interest rates is expected to be down;

convertible debt securities or debt securities with warrants attached entitling
the holder to purchase common stock; and

The Portfolio may invest up to 20% of its net assets, at market value,
in debt securities primarily traded in foreign countries.

<PAGE>

[Right side:]

Primary Risks:

o Interest rate risk

o Credit risk

o High yield debt security risk

o Foreign investment risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ------------ ----------- ------------
15.63% 6.26% 3.40% %

97 98 99 00
------------- ------------ ----------- ------------

High Quarter: 2nd -1997 + 6.25%

Low Quarter: 3rd -1998 - 4.31%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
----------------- ----------------- --- ---------------

Since

1 Year Inception

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

Portfolio ____% ____%
Lehman Brothers Aggregate ____% ____%
Bond Index

Credit Suisse First Boston ____% ____%
High Yield Index
Merrill Lynch ____% ____%
All Convertible Index
------------------------------- ----------------- --- --------------- ----------

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Mid-Cap Value Portfolio

Investment Objective:

The Portfolio seeks capital appreciation through investments, primarily
in equity securities, which are believed to be undervalued in the marketplace.

Principal Investment Strategy:

Under normal circumstances, at least 65% of the Portfolio's assets will
consist of investments in mid-sized companies, with market capitalizations of
roughly $500 million to $10 billion.

changes in the economic and financial environment,

new or improved products or services,

new or rapidly expanding markets,

changes in management or structure of the company,

price increases due to shortages of resources or productive capacity,

improved efficiencies resulting from new technologies or changes in
distribution or

changes in governmental regulations, political climate or competitive
conditions.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

----------- ---------- ----------
1.11% 5.71% %

98 99 00
----------- ---------- ----------

High Quarter: 2nd - 1999 + 16.83%

Low Quarter: 3rd - 1998 - 17.02%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ----------------- --- ----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell Mid-Cap Index ____% ____%*
---------------------------- ----------------- --- ---------------- ------------

* From 9/1/97

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Developing Growth Portfolio

Investment Objective:

The Portfolio seeks long-term growth of capital through a diversified
and actively-managed portfolio consisting of developing growth companies, many
of which are traded over-the-counter.

Principal Investment Strategy:

The Adviser also looks for certain financial characteristics such as:

at least five years of higher-than-average growth of revenues and earnings per
share;

higher-than-average returns on equity;

ability to finance growth in the form of a lower-than-average ratio of
long-term debt to capital and price/earnings ratios that are below
expected growth rates.

Finally, in assembling the investment portfolio, the Adviser tries to
diversify the Portfolio's investments by investing in many securities and
industries.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Market capitalization risk

o Investment style risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------ ----------- ----------
6.60% 32.47% %

98 99 00
------------ ----------- ----------

High Quarter: 4th -1998 + 26.01%

Low Quarter: 3rd -1998 - 21.82%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- ---- ----------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell 2000 Index ____% ____%*
---------------------------- ---------------- ---- ---------------- ------------

* From 9/1/97

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Lord Abbett Growth and Income Portfolio

Investment Objective:

To achieve long-term growth of capital and income without excessive
fluctuation in market value.

Principal Investment Strategy:

o Quantitative research to identify which stocks are believed to
represent the best bargains

o Fundamental research to learn about a company's operating
environment, resources and strategic plans and to assess its
prospects for exceeding earnings expectations

o Business cycle analysis to determine how buying or selling
securities changes the overall portfolio's sensitivity to
interest rates and economic conditions.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Investment style risk

o Market capitalization risk

Past Performance

[SIDE BAR:

Portfolio Management:

o Lord, Abbett & Co.

see page ]

<PAGE>

[Left Side:]

Firstar Balanced Portfolio

Investment Objective:

To maximize total return through a combination of growth of capital and
current income consistent with the preservation of capital.

Principal Investment Strategy:

mortgage-backed securities;

a broad range of fixed and variable rate bonds, debentures, notes, and
securities convertible into or exchangeable for common stock;

The Portfolio may invest up to 15% of its total assets in both foreign
equity and debt securities, including Eurodollar bonds and Yankee bonds.

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Interest rate risk

o Credit risk

o Market capitalization risk

o Investment style risk

o Foreign investment risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

------------- ------------ -----------
13.31% 7.14% %

98 99 00
------------- ------------ -----------

High Quarter: 4th - 1998 + 11.64%

Low Quarter: 3rd - 1999 - 5.16%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
-------------- ---------------- ----- ---------------

Since

1 Year Inception

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

Portfolio ____% ____%
S&P 500 Index ____% _____%
Salomon Brothers Broad
Investment Grade Bond ____% ____%
Index
---------------------------- ---------------- ----- --------------- ------------

[SIDE BAR:

Portfolio Management:

o Firstar Investment and Research Management Company, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Firstar Equity Income Portfolio

Investment Objective:

To provide an above-average level of income consistent with long-term
capital appreciation.

Principal Investment Strategy:

<PAGE>

[Right side:]

Primary Risks:

o Market risk

o Interest rate risk

o Foreign investment risk

o Market capitalization risk

o Investment style risk

Past Performance

Year-by-Year Total Return as of 12/31 of Each Year

----------- ---------- ----------
9.35% 2.51% %

98 99 00
----------- ---------- ----------

High Quarter: 2nd -1998 +12.31%

Low Quarter: 3rd - 1998 - 9.34%

--------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/00
------------------ ------------ ----- ---------------

Since

1 Year Inception

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

Portfolio ____% ____%
Russell 1000 Index ____% ____%
-------------------------------- ------------ ----- --------------- ------------

[SIDE BAR:

Portfolio Management:

o Firstar Investment and Research Management Company, LLC

see page

o For financial highlights

see page ]

<PAGE>

[Left Side:]

Firstar Growth & Income Equity Portfolio

Investment Objective:

To provide long-term capital growth, with income as a secondary
consideration.

Principal Investment Strategy:

The Adviser selects stocks based on a number of factors including:

historical and projected earnings

growth and asset value

earnings compared to stock prices generally (as measured by the S&P 500
Index)