SUNAMERICA EQUITY FUNDS
Supplement to the Prospectus dated January 27, 1995
The second paragraph of the section entitled
"Management of the Trust - The Distributor" on page 25 of the
Prospectus has been replaced with the following:
The Distributor, at its expense, may from time-to-time,
provide additional compensation to broker-dealers
(including in some instances, exclusively to Royal
Alliance Associates, Inc. and/or SunAmerica Securities,
Inc., affiliates of the Distributor, or such
unaffiliated broker-dealers as Advantage Capital
Management Corporation) in connection with sales of
shares of the Fund. Such compensation may include (i)
full re-allowance of the front-end sales charge on
Class A shares; (ii) additional compensation with
respect to the sale of Class B shares; or (iii)
financial assistance to broker-dealers in connection
with conferences, sales or training programs for their
employees, seminars for the public, advertising
campaigns regarding one or more of the Funds, and/or
other broker-dealer-sponsored special events. In some
instances, this compensation will be made available
only to certain broker-dealers whose representatives
have sold a significant amount of shares of the Fund.
Compensation may also include payment for travel
expenses, including lodging, incurred in connection
with trips taken by invited registered representatives
and members of their families to locations within or
outside of the United States for meetings or seminars
of a business nature. In addition, the following types
of non-cash compensation may be offered through sales
contests: (i) vacation trips, including the provision
of travel arrangements and lodging at luxury resorts in
exotic locations or travel mileage on major air
carriers; (ii) tickets for entertainment events (such
as concerts or sporting events); or (iii) merchandise
(such as clothing, trophies, clocks, pens or other
electronic equipment). Broker-dealers may not use
sales of the Fund's shares to qualify for this
compensation to the extent receipt of such compensation
may be prohibited by the laws of any state or any
self-regulatory agency, such as, for example, the National
Association of Securities Dealers, Inc. Dealers who
receive bonuses or other incentives may be deemed to be
underwriters under the Securities Act of 1933.
May 8, 1995
