TMK UNITED FUNDS INC
497, 1999-05-05
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                           TARGET/UNITED FUNDS, INC. 
 
                               6300 Lamar Avenue 
 
                                P. O. Box 29217 
 
                      Shawnee Mission, Kansas  66201-9217 
 
                                 (913) 236-2000 
                                 (800) 366-5465 
 
- ------------------------------------------------------------
- ----- 
 
                                  May 1, 1999 
 
                                   PROSPECTUS 
 
- ------------------------------------------------------------
- ----- 
 
     Target/United Funds, Inc. (the "Fund") is a management 
investment company, 
commonly known as a mutual fund, that has eleven separate 
Portfolios, each with 
separate goals and investment policies. 
 
Asset Strategy Portfolio seeks high total return over the 
long term. 
 
Balanced Portfolio seeks, as a primary goal, current income, 
with a secondary 
goal of long-term appreciation of capital. 
 
Bond Portfolio seeks a reasonable return with more emphasis 
on preservation of 
capital. 
 
Growth Portfolio seeks capital growth, with a secondary goal 
of current income. 
 
High Income Portfolio seeks, as a primary goal, high current 
income with a 
secondary goal of capital growth. 
 
Income Portfolio seeks maintenance of current income, 
subject to market 
conditions, with a secondary goal of capital growth. 
 
International Portfolio seeks, as a primary goal, long-term 
appreciation of 
capital, with a secondary goal of current income. 
 
Limited-Term Bond Portfolio seeks a high level of current 
income consistent with 
preservation of capital. 
 
Money Market Portfolio seeks maximum current income 
consistent with stability of 
principal. 
 
Science and Technology Portfolio seeks long-term capital 
growth. 
 
Small Cap Portfolio seeks growth of capital. 
 
     This Prospectus contains concise information about the 
Fund of which you 
should be aware before applying for certain variable life 
insurance policies and 
variable annuity contracts ("Policies") offered by 
Participating Insurance 
Companies.  This Prospectus should be read together with the 
Prospectus for the 
particular policy. 
 
The Securities  and Exchange  Commission has  not  approved 
or  disapproved  the 
Fund's  securities,  or  determined  whether  this  
Prospectus  is  accurate  or 
complete.  It is a criminal offense to state otherwise. 
 
<PAGE> 
An Overview of the Portfolios 
 
Asset Strategy Portfolio 
 
Goal 
Asset Strategy Portfolio seeks high total return over the 
long term. 
 
Principal Strategies 
The Portfolio seeks to achieve its goal by allocating its 
assets among stocks, 
bonds of any quality including junk bonds (rated BB and 
below by Standard & 
Poor's ("S&P") and Ba and below by Moody's Investors 
Service, Inc. ("MIS")) and 
short-term instruments (debt instruments with remaining 
maturities of three 
years or less, including high-quality money market 
instruments), both in the 
United States and abroad.  The Portfolio can invest in 
securities of companies 
of any size.  The Portfolio selects a mix which represents 
the way the 
Portfolio's investments will generally be allocated over the 
long term as 
indicated in the box below.  This mix will vary over shorter 
time periods as 
Waddell & Reed Investment Management Company (the 
"Manager"), the Fund's 
investment manager, changes the Portfolio's holdings based 
on the Manager's 
current outlook for the different markets.  These changes 
may be based on such 
factors as interest rate changes, security valuation levels 
and a rise in the 
potential for growth stocks. 
 
Mix 
 
_ Stocks 70% _ Bonds 25% 
(can range (can range 
 from       from 
 0-100%)    0-100%) 
 
_ Short-term 5% 
(can range from 
 0-100%) 
 
Principal Risks of Investing in the Portfolio 
Because the Portfolio owns different types of investments, a 
variety of factors 
can affect its investment performance, such as: 
 
 . an increase in interest rates, which may cause the value 
of the Portfolio's 
  fixed-income securities to decline; 
 . prepayment of higher-yielding bonds held by the Portfolio; 
 . the earnings performance, credit quality and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; and 
 . the skill of the Manager in allocating the Portfolio's 
assets among different 
  types of investments. 
 
Market risk for small- or medium-sized companies may be 
greater than that for 
large companies.  Smaller companies are more likely to have 
limited financial 
resources and inexperienced management.  Additionally, stock 
of smaller 
companies may experience volatile trading and price 
fluctuations.  Investments 
by the Portfolio in "junk bonds" are more susceptible to the 
risk of non-payment 
or default, and their prices may be more volatile, than 
higher-rated bonds. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
Asset allocation funds are designed for investors who want 
to diversify among 
stocks, bonds and short-term instruments, in one fund.  If 
you are looking for 
an investment that uses this technique in pursuit of high 
total return, this 
Portfolio may be appropriate for you. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Asset Strategy Portfolio by showing changes in the 
Portfolio's performance 
from year to year and by showing how the Portfolio's average 
annual returns for 
1 year and the life of the Portfolio compare with those of a 
broad measure of 
market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicators listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1996                    6.05% 
     1997                   14.01% 
     1998                    9.95% 
 
     In the period shown in the chart, the highest quarterly 
return was 10.50% 
     (the third quarter of 1997) and the lowest quarterly 
return was -3.71% (the 
     first quarter of 1997). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year  Life of 
Portfolio* 
 
Shares of Asset Strategy Portfolio     9.95%       8.59% 
S&P 500 Index                         28.70%      29.35% 
Salomon Brothers Broad Investment 
  Grade Index                          8.71%       9.06% 
Salomon Brothers Short-Term Index for 
  1 Month Certificates of Deposit      5.67%       5.70% 
 
The indexes shown are broad-based, securities market indexes 
that are unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
 month, and partial month calculations of the performance of 
the above indexes 
 (including income) are not available, investment in the 
indexes was effected as 
 of April 30, 1995. 
 
<PAGE> 
Balanced Portfolio 
 
Goals 
Balanced Portfolio seeks, as a primary goal, to provide 
current income to the 
extent that, in the Manager's opinion, market and economic 
conditions permit. 
Secondarily, the Portfolio seeks long-term appreciation of 
capital. 
 
Principal Strategies 
Balanced Portfolio invests primarily in a mix of stocks, 
fixed-income securities 
and cash, depending on market conditions.  In its equity 
investments, the 
Portfolio invests primarily in medium to large, well-
established companies.  The 
majority of the Portfolio's debt holdings are either U.S. 
Government securities 
or investment grade corporate bonds. 
 
Principal Risks of Investing in the Portfolio 
Because Balanced Portfolio owns different types of 
investments, a variety of 
factors can affect its investment performance, such as: 
 
 . an increase in interest rates, which may cause the value 
of the Portfolio's 
  fixed-income securities to decline; 
 . the credit quality, earnings performance and other 
conditions of the issuers 
  whose securities the Portfolio holds; 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; 
 . the Manager's skill in allocating the Portfolio's assets 
among different 
  types of investments. 
 
Also, the Portfolio can invest in foreign securities, which 
present additional 
risks such as currency fluctuations and political or 
economic conditions 
affecting the foreign country. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
The Portfolio is designed for investors seeking current 
income and the potential 
for long-term appreciation of capital.  You should consider 
whether the 
Portfolio fits your investment objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Balanced Portfolio by showing changes in the Portfolio's 
performance from 
year to year and by showing how the Portfolio's average 
annual returns for 1 
year and the life of the Portfolio compare with those of a 
broad measure of 
market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicators listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1995                   24.19% 
     1996                   11.19% 
     1997                   18.49% 
     1998                    8.67% 
 
     In the period shown in the chart, the highest quarterly 
return was 9.64% 
     (the third quarter of 1997) and the lowest quarterly 
return was -6.14% (the 
     third quarter of 1998). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year  Life of 
Portfolio* 
 
Shares of Balanced Portfolio           8.67%      13.04% 
S&P 500 Index                         28.70%      26.70% 
Salomon Brothers Treasury/Government 
  Sponsored/Corporate Index            9.45%       8.78% 
 
The indexes shown are broad-based, securities market indexes 
that are unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
 month, and partial month calculations of the performance of 
the above indexes 
 (including income) are not available, investment in the 
indexes was effected as 
 of April 30, 1994. 
 
<PAGE> 
Bond Portfolio 
 
Goal 
Bond Portfolio seeks a reasonable return with more emphasis 
on preservation of 
capital. 
 
Principal Strategies 
Bond Portfolio seeks to achieve its goal by investing 
primarily in domestic debt 
securities usually of investment grade (rated BBB and higher 
by S&P and Baa and 
higher by MIS).  The Fund maintains no limitations regarding 
the maturity, 
duration or dollar weighted average of its holdings.  In 
selecting the debt 
securities for the Portfolio, the Manager considers yield 
and relative safety 
and, in the case of convertible securities, the possibility 
of capital growth. 
The Portfolio can invest in securities of companies of any 
size. 
 
Principal Risks of Investing in the Portfolio 
 
Because Bond Portfolio primarily owns different types of 
debt securities, a 
variety of factors can affect its investment performance, 
such as: 
 . an increase in interest rates, which may cause the value 
of the Portfolio's 
  fixed-income securities to decline; 
 . prepayment of higher-yielding bonds held by the Portfolio; 
 . the credit quality, earnings performance and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . changes in the maturities of bonds owned by the Portfolio; 
 . adverse bond and stock market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; 
 . the Manager's skill in evaluating and managing the 
interest rate and credit 
  risks of the Portfolio. 
 
Market risk for small- or medium-sized companies may be 
greater than for large 
companies.  The Portfolio may invest in "junk bonds" (rated 
below BBB by S&P or 
below Baa by MIS), which are more susceptible to the risk of 
non-payment or 
default, and their prices may be more volatile than higher-
rated bonds. 
 
Also, the Portfolio can invest in foreign securities, which 
present additional 
risks such as currency fluctuations and political or 
economic conditions 
affecting the foreign country. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
Bond Portfolio is designed for investors who primarily seek 
current income while 
also seeking to preserve investment principal.  You should 
consider whether the 
Portfolio fits your particular investment objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Bond Portfolio by showing changes in the Portfolio's 
performance from year 
to year and by showing how the Portfolio's average annual 
returns for 1, 5 and 
10 years compare with those of a broad measure of market 
performance. 
 
 . The chart presents the annual returns and shows how 
performance has varied 
  from year to year over the past ten years. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1989                   11.82% 
     1990                    7.03% 
     1991                   16.19% 
     1992                    7.67% 
     1993                   12.37% 
     1994                   -5.90% 
     1995                   20.56% 
     1996                    3.43% 
     1997                    9.77% 
     1998                    7.35% 
 
     In the period shown in the chart, the highest quarterly 
return was 8.34% 
     (the second quarter of 1993) and the lowest quarterly 
return was -3.64% 
     (the first quarter of 1994). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year    5 Years   10 
Years 
 
Shares of Bond Portfolio               7.35%     6.81%     
8.83% 
Salomon Brothers Broad Investment 
   Grade Index                         8.71%     7.30%     
9.31% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
<PAGE> 
Growth Portfolio 
 
Goals 
Growth Portfolio seeks capital growth, with current income 
as a secondary goal. 
 
Principal Strategies 
Growth Portfolio seeks to achieve its goals by investing 
primarily in common 
stocks of U.S. and foreign companies.  The Portfolio 
typically invests in 
companies having a market capitalization of at least $1 
billion, although it may 
invest in companies of any size.  The Portfolio generally 
emphasizes investments 
in the faster growing sectors of the economy, such as the 
technology, healthcare 
and consumer-oriented sectors. 
 
Principal Risks of Investing in the Portfolio 
Because Growth Portfolio owns different types of 
investments, a variety of 
factors can affect its investment performance, such as: 
 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; 
 . the earnings performance, credit quality and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . the mix of securities in the Portfolio, particularly the 
relative weightings 
  in (and exposure to) different sectors and industries; 
 . an increase in interest rates, which may cause the value 
of the Portfolio's 
  fixed-income securities to decline; and 
 . the Manager's skill in evaluating and selecting securities 
for the Portfolio. 
 
Also, the Portfolio may invest, to a lesser degree, in 
foreign securities, which 
present additional risks such as currency fluctuations and 
political or economic 
conditions affecting the foreign country. 
 
Market risk for small- and medium-sized companies may be 
greater than that for 
large companies.  Stock of smaller companies, as well as 
stock of companies with 
high-growth expectations reflected in their stock price, may 
experience volatile 
trading and price fluctuations. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
The Portfolio is designed for investors seeking long-term 
capital appreciation 
from investment in fast-growing sectors of the economy.  You 
should consider 
whether the Portfolio fits your particular investment 
objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Growth Portfolio by showing changes in the Portfolio's 
performance from year 
to year and by showing how the Portfolio's average annual 
returns for 1, 5 and 
10 years compare with those of a broad measure of market 
performance. 
 
 . The chart presents the annual returns and shows how 
performance has varied 
  from year to year over the past ten years. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1989                   27.61% 
     1990                   -5.34% 
     1991                   36.10% 
     1992                   20.84% 
     1993                   14.02% 
     1994                    2.39% 
     1995                   38.57% 
     1996                   12.40% 
     1997                   21.45% 
     1998                   27.31% 
 
     In the period shown in the chart, the highest quarterly 
return was 20.11% 
     (the fourth quarter of 1998) and the lowest quarterly 
return was -12.63% 
     (the third quarter of 1990). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year    5 Years   10 
Years 
 
Shares of Growth Portfolio            27.31%    19.78%    
18.77% 
S&P 500 Index                         28.70%    24.08%    
19.21% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
<PAGE> 
High Income Portfolio 
 
Goals 
High Income Portfolio seeks as its primary goal high current 
income with a 
secondary goal of capital growth when consistent with its 
primary goal. 
 
Principal Strategies 
The Portfolio seeks to achieve its goals by investing 
primarily in high-yield, 
high-risk, fixed-income securities of U.S. and foreign 
issuers, the risks of 
which are, in the judgment of the Manager, consistent with 
the Portfolio's 
goals.  The Portfolio invests primarily in lower quality 
bonds, commonly called 
"junk bonds," which are bonds rated BB and below by S&P and 
Ba and below by MIS. 
The Portfolio may also invest a significant portion of its 
assets in common or 
preferred stock in order to seek capital growth. 
 
Principal Risks of Investing in the Portfolio 
Because the Portfolio owns different types of investments, a 
variety of factors 
can affect its investment performance, such as: 
 
 . the credit quality, earnings performance and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . junk bonds are more susceptible to the risk of nonpayment 
or default, and 
  their prices may be more volatile than higher-rated bonds; 
 . junk bonds may not be as liquid as higher-rated bonds; 
 . an increase in interest rates, which may cause the value 
of a bond held by 
  the Portfolio to decline; 
 . changes in the maturities of bonds owned by the Portfolio; 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; and 
 . the skill of the Manager in evaluating and managing the 
interest rate and 
  credit risks of the Portfolio. 
 
The Portfolio can invest in companies of any size.  Market 
risk for small- or 
medium-sized companies may be greater than that for large 
companies.  For 
example, smaller companies may have limited financial 
resources, limited product 
lines or may have inexperienced management. 
 
Investments in foreign securities present additional risks 
such as currency 
fluctuations and political or economic conditions affecting 
the foreign country. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
The Portfolio is designed for investors who primarily seek a 
level of current 
income that is higher than is normally available with 
securities in the higher 
rated categories and, secondarily, seek capital growth where 
consistent with 
this income goal, through a diversified, actively managed 
portfolio.  The 
Portfolio is not suitable for all investors.  You should 
consider whether the 
Portfolio fits with your particular investment objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the High Income Portfolio by showing changes in the 
Portfolio's performance from 
year to year and by showing how the Portfolio's average 
annual returns for 1, 5 
and 10 years compare with those of a broad measure of market 
performance. 
 
 . The chart presents the annual returns and shows how 
performance has varied 
  from year to year over the past ten years. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1989                   -4.19% 
     1990                   -7.44% 
     1991                   34.19% 
     1992                   15.70% 
     1993                   17.90% 
     1994                   -2.55% 
     1995                   18.19% 
     1996                   12.46% 
     1997                   14.04% 
     1998                    1.95% 
 
     In the period shown in the chart, the highest quarterly 
return was 12.98% 
     (the third quarter of 1991) and the lowest quarterly 
return was -6.38% (the 
     third quarter of 1998). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year    5 Years   10 
Years 
 
Shares of High Income Portfolio        1.95%     8.54%     
9.35% 
Salomon Brothers High Yield 
  Composite Index                      4.04%     9.55%    
11.44% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
<PAGE> 
Income Portfolio 
 
Goals 
Income Portfolio seeks, as a primary goal, the maintenance 
of current income, 
subject to market conditions.  As a secondary goal, the 
Portfolio seeks capital 
growth. 
 
Principal Strategies 
Income Portfolio seeks to achieve its goals by investing 
primarily in common 
stocks of large U.S. and foreign companies that have a 
record of paying regular 
dividends on common stock or have the potential for capital 
appreciation, or 
that the Manager expects to resist market decline.  The 
Portfolio may invest in 
securities of any size company. 
 
Principal Risks of Investing in the Portfolio 
Because Income Portfolio owns different types of 
investments, a variety of 
factors can affect its investment performance, such as: 
 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; 
 . the earnings performance, credit quality and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . an increase in interest rates which may cause the value of 
the Portfolio's 
  fixed-income securities to decline; and 
 . the Manager's skill in evaluating and selecting securities 
for the Portfolio. 
 
Market risk for small- to medium-sized companies may be 
greater than that for 
large companies.  Smaller companies are more likely to have 
limited financial 
resources and inexperienced management.  As well, stock of 
smaller companies may 
experience volatile trading and price fluctuations. 
 
Also, investments in foreign securities present additional 
risks such as 
currency fluctuations and political or economic conditions 
affecting the foreign 
country. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
Income Portfolio is designed for investors who seek dividend 
income with 
potential for capital growth.  You should consider whether 
the Portfolio fits 
your investment objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Income Portfolio by showing changes in the Portfolio's 
performance from year 
to year and by showing how the Portfolio's average annual 
returns for 1 year, 5 
years and the life of the Portfolio compare with those of a 
broad measure of 
market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1992                   13.78% 
     1993                   17.30% 
     1994                   -1.14% 
     1995                   31.56% 
     1996                   19.75% 
     1997                   26.16% 
     1998                   21.14% 
 
     In the period shown in the chart, the highest quarterly 
return was 16.54% 
     (the second quarter of 1995) and the lowest quarterly 
return was -6.98% 
     (the second quarter of 1998). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                  1 Year    5 Years Life of 
Portfolio* 
 
Shares of Income Portfolio         21.14%    18.94%       
17.91% 
S&P 500 Index                      28.70%    24.08%       
19.74% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
 month, and partial month calculations of the performance of 
the S&P 500 Index 
 (including income) are not available, investment in the 
index was effected as 
 of July 31, 1991. 
 
<PAGE> 
International Portfolio 
 
Goals 
International Portfolio seeks, as a primary goal, long-term 
appreciation of 
capital.  As a secondary goal, the Portfolio seeks current 
income. 
 
Principal Strategies 
International Portfolio seeks to achieve its goals by 
investing primarily in 
common stocks of foreign companies that the Manager believes 
have the potential 
for long-term growth.  The Portfolio may also invest in 
preferred stocks, fixed- 
income securities and convertible securities. 
 
Principal Risks of Investing in the Portfolio 
Because International Portfolio owns different types of 
investments, a variety 
of factors can affect its investment performance, such as: 
 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; 
 . changes in foreign exchange rates, which may affect the 
value of the 
  securities the Portfolio holds; 
 . the earnings performance, credit quality and other 
conditions of the issuers 
  whose securities the Portfolio holds; and 
 . the Manager's skill in evaluating and selecting securities 
for the Portfolio. 
 
Investing in foreign securities presents additional risks, 
such as currency 
fluctuations and political or economic conditions affecting 
the foreign country. 
Accounting and disclosure standards also differ from country 
to country, which 
makes obtaining reliable research information more 
difficult.  There is the 
possibility that, under unusual international monetary or 
political conditions, 
the Portfolio's assets might be more volatile than would be 
the case with other 
investments. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
The Portfolio is designed for investors seeking long-term 
appreciation of 
capital by investing primarily in securities issued by 
foreign companies and 
governments.  You should consider whether the Portfolio fits 
your investment 
objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the International Portfolio by showing changes in the 
Portfolio's performance 
from year to year and by showing how the Portfolio's average 
annual returns for 
1 year and the life of the Portfolio compare with those of a 
broad measure of 
market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1995                    7.28% 
     1996                   15.11% 
     1997                   16.70% 
     1998                   33.89% 
 
     In the period shown in the chart, the highest quarterly 
return was 26.67% 
     (the first quarter of 1998) and the lowest quarterly 
return was -16.58% 
     (the third quarter of 1998). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year    Life of 
Portfolio* 
 
Shares of International Portfolio     33.89%      15.19% 
Morgan Stanley E.A.FE. Index          20.00%       8.11% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
 month, and partial month calculations of the performance of 
the Morgan Stanley 
 E.A.FE. Index (including income) are not available, 
investment in the index was 
 effected as of April 30, 1994. 
 
<PAGE> 
Limited-Term Bond Portfolio 
 
Goal 
Limited-Term Bond Portfolio seeks to provide a high level of 
current income 
consistent with preservation of capital. 
 
Principal Strategies 
Limited-Term Bond Portfolio seeks to achieve its goal by 
investing primarily in 
investment-grade debt securities of U.S. issuers, including 
U.S. Government 
securities.  The Portfolio maintains a dollar-weighted 
average portfolio 
maturity of not less than two years and not more than five 
years. 
 
Principal Risks of Investing in the Portfolio 
Because Limited-Term Bond Portfolio primarily owns different 
types of debt 
securities, a variety of factors can affect its investment 
performance, such as: 
 
 . an increase in interest rates, which may cause the value 
of the Portfolio's 
  fixed-income securities to decline; 
 . the credit quality, earnings performance and other 
conditions of the issuers 
  whose securities the Portfolio holds; 
 . prepayment of higher-yielding bonds held by the Portfolio; 
 . adverse bond and stock market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; and 
 . the Manager's skill in evaluating and managing the 
interest rate and credit 
  risks of the Portfolio. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
The Portfolio is designed for investors seeking a high level 
of current income 
consistent with preservation of capital.  You should 
consider whether the 
Portfolio fits your investment objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Limited-Term Bond Portfolio by showing changes in the 
Portfolio's 
performance from year to year and by showing how the 
Portfolio's average annual 
returns for 1 year and the life of the Portfolio compare 
with those of a broad 
measure of market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1995                   14.29% 
     1996                    3.79% 
     1997                    6.85% 
     1998                    6.66% 
 
     In the period shown in the chart, the highest quarterly 
return was 5.36% 
     (the second quarter of 1995) and the lowest quarterly 
return was -0.45% 
     (the first quarter of 1997). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year Life of 
Portfolio* 
 
Shares of Limited-Term Bond Portfolio  6.66%       6.73% 
Salomon Brothers Treasury/Government 
  Sponsored/Corporate 1-5 Year Index   7.65%       7.09% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
 month, and partial month calculations of the performance of 
the above indexes 
 (including income) are not available, investment in the 
indexes was effected as 
 of April 30, 1994. 
 
<PAGE> 
Money Market Portfolio 
 
Goal 
Money Market Portfolio seeks maximum current income 
consistent with stability of 
principal. 
 
Principal Strategies 
Money Market Portfolio seeks to achieve its goal by 
investing in U.S. dollar- 
denominated, high-quality money market obligations and 
instruments. 
 
Principal Risks of Investing in the Portfolio 
Because Money Market Portfolio owns different types of money 
market obligations 
and instruments, a variety of factors can affect its 
investment performance, 
such as: 
 
 . an increase in interest rates, which can cause the value 
of the Portfolio's 
  holdings to decline; 
 . the credit quality and other conditions of the issuers 
whose securities the 
  Portfolio holds; 
 . adverse bond market conditions, sometimes in response to 
general economic or 
  industry news, that may cause the prices of the 
Portfolio's holdings to fall 
  as part of a broad market decline; and 
 . the Manager's skill in evaluating and managing the 
interest rate and credit 
  risks of the Portfolio. 
 
An investment in the Portfolio is not insured or guaranteed 
by the Federal 
Deposit Insurance Corporation or any other government 
agency.  Although the 
Portfolio seeks to preserve the value of your investment at 
$1.00 per share, it 
is possible to lose money by investing in the Portfolio. 
 
Who May Want to Invest 
The Portfolio is designed for investors who are risk-averse 
and seek to preserve 
principal while earning current income and saving for short-
term needs.  You 
should consider whether the Portfolio fits your particular 
investment 
objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Money Market Portfolio by showing changes in the 
Portfolio's performance 
from year to year and by showing the Portfolio's average 
annual returns for 1, 5 
and 10 years. 
 
 . The chart presents the annual returns and shows how 
performance has varied 
  from year to year over the past ten years. 
 . The table shows average annual returns. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1989                    8.91% 
     1990                    7.82% 
     1991                    5.49% 
     1992                    3.29% 
     1993                    2.63% 
     1994                    3.72% 
     1995                    5.56% 
     1996                    5.01% 
     1997                    5.13% 
     1998                    5.04% 
 
     As of December 31, 1998 the 7-day yield was equal to 
4.72%.  Yields are 
     computed by annualizing the average daily dividend per 
share during the 
     time period for which the yield is presented. 
 
                             AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year    5 Years   10 
Years 
 
Shares of Money Market Portfolio       5.04%     4.88%     
5.23% 
 
<PAGE> 
Science and Technology Portfolio 
 
Goal 
Science and Technology Portfolio seeks long-term capital 
growth. 
 
Principal Strategies 
Science and Technology Portfolio seeks to achieve its goal 
by concentrating its 
investments primarily in science and technology securities 
of U.S. and foreign 
companies.  Science and technology securities are securities 
of companies whose 
products, processes or services, in the Manager's opinion, 
are being or are 
expected to be significantly benefited by the use or 
commercial application of 
scientific or technological developments or discoveries.  
The Portfolio may 
invest in companies of any size. 
 
Principal Risks of Investing in the Portfolio 
Because Science and Technology Portfolio owns different 
types of investments, a 
variety of factors can affect its investment performance, 
such as: 
 
 . the mix of securities in the Portfolio, particularly the 
relative weightings 
  in, and exposure to, different sectors of the science and 
technology 
  industries; 
 . rapid obsolescence of products or processes of companies 
in which the 
  Portfolio invests; 
 . governmental regulation in the science and technology 
industry; 
 . the earnings performance, credit quality and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; and 
 . the Manager's skill in evaluating and selecting securities 
for the Portfolio. 
 
Market risk for small- to medium-sized companies may be 
greater than that for 
large companies.  Smaller companies are more likely to have 
limited financial 
resources and inexperienced management.  As well, stock of 
smaller companies may 
experience volatile trading and price fluctuations. 
 
Investments in foreign securities present additional risks 
such as currency 
fluctuations and political or economic conditions affecting 
the foreign country. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
Science and Technology Portfolio is designed for investors 
who seek long-term 
capital growth by investing in an actively managed portfolio 
concentrating in 
science and technology securities.  This Portfolio is not 
suitable for all 
investors.  You should consider whether the Portfolio fits 
with your investment 
objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Science and Technology Portfolio by showing changes in 
the Portfolio's 
performance from year to year and by showing how the 
Portfolio's average annual 
returns for 1 year and the life of the Portfolio compare 
with those of a broad 
measure of market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1998                   46.05% 
 
     In the period shown in the chart, the highest quarterly 
return was 19.42% 
     (the first quarter of 1998) and the lowest quarterly 
return was -14.25% 
     (the third quarter of 1998). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year   Life of 
Portfolio* 
 
Shares of Science and 
  Technology Portfolio                46.05%      35.49% 
S&P 400 Index                         33.85%      35.85% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
 month, and partial month calculations of the performance of 
the S&P 400 Index 
 are not available, investment in the index was effected as 
of March 31, 1997. 
 
<PAGE> 
Small Cap Portfolio 
 
Goal 
Small Cap Portfolio seeks growth of capital. 
 
Principal Strategies 
Small Cap Portfolio seeks to achieve its goal by investing 
primarily in common 
stocks of companies that are relatively new or unseasoned, 
companies in their 
early stages of development, or smaller companies positioned 
in new or in 
emerging industries where the opportunity for rapid growth 
is above average. 
 
Principal Risks of Investing in the Portfolio 
Because Small Cap Portfolio owns different types of 
investments, a variety of 
factors can affect its investment performance, such as: 
 
 . the earnings performance, credit quality and other 
conditions of the 
  companies whose securities the Portfolio holds; 
 . adverse stock and bond market conditions, sometimes in 
response to general 
  economic or industry news, that may cause the prices of 
the Portfolio's 
  holdings to fall as part of a broad market decline; and 
 . the Manger's skill in evaluating and selecting securities 
for the Portfolio. 
 
Market risk for small-sized companies may be greater than 
that for medium-sized 
and large companies.  Smaller companies are more likely to 
have limited 
financial resources and inexperienced management.  Stock of 
smaller companies 
may experience volatile trading and price fluctuations. 
 
Also, the Portfolio may invest in foreign securities, which 
present additional 
risks such as currency fluctuations and political or 
economic conditions 
affecting the foreign country. 
 
As with any mutual fund, the value of the Portfolio's shares 
will change and you 
could lose money on your investment. 
 
Who May Want to Invest 
The Portfolio is designed for investors willing to accept 
greater risks than are 
present with many other mutual funds.  It is not intended 
for those investors 
who desire assured income and conservation of capital.   You 
should consider 
whether the Portfolio fits your investment objectives. 
 
<PAGE> 
Performance 
 
The chart and table below provide some indication of the 
risks of investing in 
the Small Cap Portfolio by showing changes in the 
Portfolio's performance from 
year to year and by showing how the Portfolio's average 
annual returns for 1 
year and the life of the Portfolio compare with those of a 
broad measure of 
market performance. 
 
 . The chart presents the annual returns since these shares 
were first offered 
  and shows how performance has varied from year to year. 
 . The table shows average annual returns and compares them 
to the market 
  indicator listed. 
 . Both the chart and the table assume reinvestment of 
dividends and 
  distributions.  As with all mutual funds, the Portfolio's 
past performance 
  does not necessarily indicate how it will perform in the 
future. 
 
The Portfolio shares are sold only to insurance company 
separate accounts that 
fund certain variable annuity and variable life contracts.  
If these sales 
charges and expenses were included, the total returns shown 
would be lower. 
 
                         CHART OF YEAR-BY-YEAR RETURNS 
                        as of December 31 each year (%) 
 
     1995                   32.32% 
     1996                    8.50% 
     1997                   31.53% 
     1998                   10.87% 
 
     In the period shown in the chart, the highest quarterly 
return was 24.46% 
     (the third quarter of 1997) and the lowest quarterly 
return was -13.88% 
     (the third quarter of 1996). 
 
                            AVERAGE ANNUAL TOTAL RETURNS 
                             as of December 31, 1998 (%) 
 
                                     1 Year   Life of 
Portfolio* 
 
Shares of Small Cap Portfolio         10.87%      22.03% 
Nasdaq Industrials Index               6.82%      12.12% 
 
The index shown is a broad-based, securities market index 
that is unmanaged. 
 
*Because the Portfolio commenced operations on a date other 
than at the end of a 
month, and partial month calculations of the performance of 
the Nasdaq 
Industrials Index are not available, investment in the index 
was effected as of 
April 30, 1994. 
 
<PAGE> 
The Investment Principles of the Portfolios 
 
Investment Goals, Principal Strategies and Other Investments 
 
Asset Strategy Portfolio 
 
The goal of Asset Strategy Portfolio is high total return 
over the long term. 
The Portfolio seeks to achieve its goal by allocating its 
assets among a 
diversified portfolio of stocks, bonds, and short-term 
instruments.  There is no 
guarantee that the Portfolio will achieve its goal. 
 
Allocating assets among different types of investments 
allows the Portfolio to 
take advantage of opportunities wherever they may occur, but 
also subjects the 
Portfolio to the risks of a given investment type.  Stock 
values generally 
fluctuate in response to the activities of individual 
companies and general 
market and economic conditions.  The values of bonds and 
short-term instruments 
generally fluctuate based on changes in interest rates and 
in the credit quality 
of the issuer. 
 
The Manager regularly reviews the Portfolio's allocation of 
assets and makes 
changes to favor investments that it believes provide the 
best opportunity to 
achieve the Portfolio's goal.  Although the Manager uses its 
expertise and 
resources in choosing investments and in allocating assets, 
the Manager's 
decisions may not always be beneficial to the Portfolio. 
 
The Portfolio allocates its assets among the following 
classes, or types, of 
investments. 
 
 . The stock class includes equity securities of all types 
(including preferred 
  stock), although the Manager typically emphasizes a blend 
of value and growth 
  potential in selecting stocks.  Value stocks are those 
that the Manager 
  believes are currently selling below their true worth.  
Growth stocks are 
  those whose earnings the Manager believes are likely to 
grow faster than the 
  economy. 
 . The bond class includes all varieties of fixed-income 
instruments, such as 
  corporate or U.S. Government debt securities, with 
maturities of more than 
  three years (including adjustable rate preferred stocks).  
This asset class 
  may include a significant amount of junk bonds which are 
rated BB and below 
  by S&P and Ba and below by MIS. 
 . The short-term class includes all types of short-term 
instruments with 
  remaining maturities of three years or less, including 
high-quality money 
  market instruments. 
 . Within each of these classes, the Portfolio may invest in 
both domestic and 
  foreign securities. 
 
The Portfolio's mix shows the benchmark for its combination 
of investments in 
each class over time.  The Manager may change the mix within 
the specified 
ranges from time to time depending on the Manager's 
assessment of the market for 
each asset class in general.  The range and approximate 
percentage of the mix 
for each asset class are stated below.  Some types of 
investments, such as 
indexed securities, can fall into more than one asset class. 
 
Mix       Range 
- ---------   ------ 
Stock 
class          0-100% 
70% 
Bond 
class          0-100% 
25% 
Short-term 
class           0-100% 
5% 
 
The Manager tries to balance the Portfolio's investment 
risks against 
potentially higher total returns by reducing the stock class 
allocation during 
stock market down cycles and increasing the stock class 
allocation during 
periods of strongly positive market performance.  Typically, 
the Manager makes 
asset shifts among classes gradually over time.  The Manager 
considers various 
factors when it decides to sell a security, such as an 
individual security's 
performance and/or if it is an appropriate time to vary the 
Portfolio's mix. 
 
As a defensive measure, the Portfolio may increase its 
holdings in the bond or 
short-term classes when the Manager believes that there is a 
potential bear 
market, prolonged downturn in stock prices or significant 
loss in stock value. 
The Manager may also, as a temporary defensive measure, 
invest up to all of the 
Portfolio's assets in: 
 
 . money market instruments rated A-1 by S&P, or Prime 1 by 
MIS, or unrated 
  securities judged by the Manager to be of equivalent 
quality; or 
 . precious metals. 
 
Although the Manager may seek to preserve appreciation in 
the Portfolio by 
taking a defensive position, doing so likely will reduce the 
potential for 
further appreciation. 
 
Balanced Portfolio 
 
The primary goal of Balanced Portfolio is current income.  
As a secondary goal, 
the Portfolio seeks long-term capital appreciation.  The 
Portfolio seeks to 
achieve these goals by investing primarily in a diversified 
mix of stocks, 
fixed-income securities and cash depending on market 
conditions.  There is no 
guarantee that the Portfolio will achieve its goals. 
 
The Manager usually purchases securities because of the 
dividends and interest 
paid on them and may also purchase securities because they 
may increase in 
value.  The Portfolio ordinarily invests at least 25% of its 
total assets in 
fixed-income senior securities. 
 
When the Manager believes that a temporary defensive 
position is desirable, the 
Portfolio may invest up to all of its assets in common 
stocks or other 
securities that are not fixed-income senior securities, or 
both.  Taking a 
defensive position may reduce the Portfolio's yield and/or 
potential for 
appreciation. 
 
Bond Portfolio 
 
The goal of Bond Portfolio is a reasonable return with more 
emphasis on 
preservation of capital.  The Portfolio seeks to achieve 
this goal by investing 
primarily in a diversified portfolio of debt securities of 
any quality, 
including non-investment grade securities, convertible 
securities and debt 
securities with warrants attached.  There is no guarantee 
that the Portfolio 
will achieve its goal. 
 
The Portfolio limits its acquisition of securities so that 
at least 90% of its 
assets will consist of debt securities.  These debt 
securities primarily include 
corporate bonds, mostly of investment grade, and securities 
issued or guaranteed 
by the U.S. Government or its agencies or instrumentalities.  
The Portfolio may 
invest in debt securities with varying maturities. 
 
In selecting debt securities for the Portfolio, the Manager 
may look at many 
factors.  These include the issuer's past, present and 
estimated future: 
 
 . financial strength; 
 . cash flow; 
 . management; 
 . borrowing requirements; and 
 . responsiveness to changes in interest rates and business 
conditions. 
 
The Manager may also consider the maturity of the obligation 
and the size or 
nature of the bond issue. 
 
When the Manager believes that a defensive position is 
desirable, due to present 
or anticipated market or economic conditions, the Manager 
may take a number of 
actions.  The Portfolio may: 
 
 . sell longer-term bonds and buy shorter-term bonds or money 
market instruments 
  with the sales proceeds; 
 . buy bonds with put options or exercise put options on 
bonds held; and 
 . buy money market instruments. 
 
By taking a defensive position, the Portfolio's yield may be 
reduced. 
 
Growth Portfolio 
 
The primary goal of Growth Portfolio is capital growth.  As 
a secondary goal, 
the Portfolio seeks current income.  The Portfolio seeks to 
achieve these goals 
by investing primarily in a diversified portfolio of common 
stocks, or 
securities convertible into common stocks, of U.S. and 
foreign companies. 
Generally, the Portfolio may invest in a wide range of 
marketable securities 
that, in the Manager's opinion, offer the potential for 
growth.  There is no 
guarantee that the Portfolio will achieve its goals. 
 
The Manager looks for high-quality, industry-leading 
companies with superior 
long-term growth prospects by considering many factors.  
These may include a 
company's: 
 
 . market position and competitive advantages; 
 . stability and predictability of earnings growth; and 
 . management capability and track record. 
 
When the Manager believes that a temporary defensive 
position is desirable, the 
Portfolio may invest up to all of its assets in cash or 
fixed-income securities 
or in common stocks chosen for their relative stability 
rather than for growth 
potential.  Taking a defensive position may reduce the 
potential for 
appreciation in the Portfolio. 
 
High Income Portfolio 
 
The primary goal of the Portfolio is to earn a high level of 
current income.  As 
a secondary goal, the Portfolio seeks capital growth when 
consistent with its 
primary goal.  The Portfolio seeks to achieve these goals by 
investing primarily 
in a diversified portfolio of high-yield, high-risk, fixed-
income securities, 
the risks of which are, in the judgment of the Manager, 
consistent with the 
Portfolio's goals.  There is no guarantee that the Portfolio 
will achieve its 
goals. 
 
There are three main types of securities that the Portfolio 
owns:  debt 
securities, preferred stock and common stock.  The Portfolio 
may also own 
convertible securities.  In general, the high income that 
the Portfolio seeks is 
paid by debt securities rated in the lower rating categories 
of the established 
rating services or unrated securities that are determined by 
the Manager to be 
of comparable quality; these are securities rated BBB or 
lower by S&P, or Baa or 
lower by MIS and unrated securities.  Lower-quality debt 
securities (which 
include "junk bonds") are considered to be speculative and 
involve greater risk 
of default or price changes due to changes in the issuer's 
creditworthiness. 
The market prices of these securities may fluctuate more 
than higher-quality 
securities and may decline significantly in periods of 
general economic 
difficulty.  As well, the Portfolio may own bonds with 
varying maturities. 
 
The Portfolio will normally invest at least 80% of its total 
assets to seek a 
high level of current income.  The Portfolio limits its 
acquisition of common 
stock so that no more than 20% of its assets will consist of 
common stock and no 
more than 10% of its assets will consist of non-dividend-
paying common stock. 
The Manager may look at a number of factors in selecting 
securities for the 
Portfolio.  These include an issuer's past, current and 
estimated future: 
 
 . financial strength; 
 . cash flow; 
 . management; 
 . borrowing requirements; and 
 . responsiveness to changes in interest rates and business 
conditions. 
 
When the Manager believes that a full or partial temporary 
defensive position is 
desirable, due to present or anticipated market or economic 
conditions, the 
Manager may take any one or more of the following steps with 
respect to up to 
all of the assets in the Portfolio: 
 
 . shorten the average maturity of the Portfolio's debt 
holdings; 
 . hold cash or cash equivalents (short-term investments, 
such as commercial 
  paper and certificates of deposit) in varying amounts 
designed for defensive 
  purposes; and 
 . emphasize high-grade debt securities. 
 
Taking a temporary defensive position in any one or more of 
these manners might 
reduce the yield on the Portfolio's holdings.  As an 
alternative to taking a 
temporary defensive position or in order to more quickly 
participate in 
anticipated market changes or market conditions, the 
Portfolio may invest in 
options and futures. 
 
Income Portfolio 
 
Income Portfolio's primary goal is to maintain current 
income subject to market 
conditions.  As a secondary goal, the Portfolio seeks 
capital growth.  The 
Portfolio seeks to achieve its goals by investing, during 
normal market 
conditions, primarily in a diversified portfolio of income-
producing securities, 
typically the stocks of large, high-quality U.S. companies 
that are well known 
and have been consistently profitable.  There is no 
guarantee that the Portfolio 
will achieve its goals. 
 
The Manager attempts to select securities with income and 
growth possibilities 
by looking at many factors, including the company's: 
 
 . dividend payment history; 
 . profitability record; 
 . history of improving sales and profits; 
 . management; 
 . leadership position in its industry; and 
 . stock price value. 
 
When the Manager views stocks with high yields as less 
attractive than other 
common stocks, the Portfolio may hold lower-yielding common 
stocks because of 
their prospects for appreciation.  When the Manager believes 
that the return on 
debt securities and preferred stocks is more attractive than 
the return on 
common stocks, or that a temporary defensive position is 
desirable, the 
Portfolio may seek to achieve its goals by investing up to 
all of its assets in 
debt securities (typically, investment grade) and preferred 
stocks.  Taking a 
defensive position may reduce the Portfolio's yield and/or 
the potential for 
appreciation in the Portfolio. 
 
International Portfolio 
 
The primary goal of the International Portfolio is long-term 
capital 
appreciation, with current income as a secondary goal.  The 
Portfolio seeks to 
achieve these goals by investing primarily in a diversified 
portfolio of common 
stocks, preferred stocks and debt securities (mostly of 
investment grade) of 
foreign issuers.  There is no guarantee that the Portfolio 
will achieve its 
goals. 
 
Under normal conditions, the Portfolio invests at least 80% 
of its assets in 
foreign securities and at least 65% of its assets in issuers 
of at least three 
foreign countries.  The Portfolio generally limits its 
holdings so that no more 
than 75% of its assets are invested in issuers of a single 
foreign country and 
no more than 25% of its assets are invested in securities 
issued by the 
government of a foreign country. 
 
The Portfolio only purchases foreign securities that are: 
 
 . exchange-traded or quoted on an automated quotations 
system (except warrants, 
  rights or restricted securities which need not be 
exchange-traded or quoted); 
 . represented by U.S.-traded American Depository Receipts; 
or 
 . issued or guaranteed by a foreign government (or any of 
its subdivisions, 
  agencies or instrumentalities). 
 
When the Manager believes that a temporary defensive 
position is desirable, the 
Portfolio may invest up to all of its assets in debt 
securities (including 
commercial paper or short-term U.S. Government securities) 
or preferred stocks, 
or both.  Taking a defensive position may reduce the 
potential for appreciation 
in the Portfolio.  As well, the Manager may attempt to 
protect the value of the 
Portfolio's holdings by hedging the currencies in which the 
securities are 
denominated. 
 
Limited-Term Bond Portfolio 
 
The goal of Limited-Term Bond Portfolio is to provide a high 
level of current 
income consistent with preservation of capital.  The 
Portfolio seeks to achieve 
its goal by investing primarily in a diversified portfolio 
of investment-grade, 
intermediate-term debt securities of U.S. issuers, including 
U.S. Government 
securities, collateralized mortgage obligations and other 
asset-backed 
securities.  There is no guarantee that the Portfolio will 
achieve its goal. 
 
The maturity of an asset-backed security is the estimated 
average life of the 
security, based on certain prescribed models or formulas 
used by the Manager. 
The maturity of other types of debt securities is the 
earlier of the call date 
or the maturity date, as appropriate.  The Portfolio may 
also own common stocks 
and convertible securities, including convertible preferred 
stock in certain 
circumstances. 
 
When the Manager believes that a temporary defensive 
position is desirable, the 
Portfolio may, with respect to any or all of its assets: 
 
 . shorten the average maturity of its investments; 
 . hold short-term investments,cash or cash equivalents; 
 . emphasize debt securities of a higher quality than those 
it would ordinarily 
  hold; or 
 . invest in convertible preferred stock. 
 
Taking a defensive position may reduce the Portfolio's 
yield. 
 
Money Market Portfolio 
 
The goal of Money Market Portfolio is maximum current income 
consistent with 
stability of principal.  The Portfolio seeks to achieve its 
goal by investing in 
a diversified portfolio of high-quality money market 
instruments in accordance 
with the requirements of Rule 2a-7 under the Investment 
Company Act of 1940, as 
amended (the "1940 Act").  There is no guarantee that the 
Portfolio will achieve 
its goal. 
 
The Portfolio invests only in the following U.S. dollar-
denominated money market 
obligations and instruments: 
 
 . U.S. government obligations (including obligations of U.S. 
government 
  agencies and instrumentalities); 
 . bank obligations and instruments secured by bank 
obligations, such as letters 
  of credit; 
 . commercial paper; 
 . corporate debt obligations, including variable amount 
master demand notes; 
 . Canadian government obligations; and 
 . certain other obligations (including municipal 
obligations) guaranteed as to 
  principal and interest by a bank in whose obligations the 
Portfolio may 
  invest or a corporation in whose commercial paper the 
Portfolio may invest. 
 
The Portfolio only invests in bank obligations if they are 
obligations of a bank 
subject to regulation by the U.S. Government (including 
branches of these banks) 
or obligations of a foreign bank having total assets of at 
least $500 million, 
and instruments secured by any such obligation.  The 
Portfolio only invests in 
securities with a remaining maturity of not more than 397 
calendar days. 
 
You will find more information in the Statement of 
Additional Information 
("SAI") about the Portfolio's valuation. 
 
Science and Technology Portfolio 
 
The goal of Science and Technology Portfolio is long-term 
capital growth.  The 
Portfolio seeks to achieve this goal by investing primarily 
in science and 
technology securities.  Science and technology securities 
are securities of 
companies whose products, processes or services, in the 
Manager's opinion, are 
being, or are expected to be, significantly benefited by the 
use or commercial 
application of scientific or technological discoveries.  
There is no guarantee 
that the Portfolio will achieve its goal. 
 
The Portfolio invests in such areas as: 
 
 . aerospace and defense electronics; 
 . cable and broadband access; 
 . communications and electronic equipment; 
 . computer systems; 
 . computer software and services; 
 . electronics; 
 . electronic media; 
 . business machines; 
 . office equipment and supplies; 
 . biotechnology; 
 . medical and hospital supplies and services; 
 . medical devices and drugs; and 
 . internet and internet-related services. 
 
The Fund primarily owns common stock, however, it may also 
invest in preferred 
stock, debt securities and convertible securities. 
 
The Manager typically emphasizes growth potential in 
selecting stocks.  A stock 
has growth potential if, in the Manager's opinion, the 
earnings of the company 
are likely to grow faster than the economy. 
 
Under normal economic and market conditions, the Portfolio 
will not invest more 
than 20% of its total assets in securities other than 
science or technology 
securities.  At times, as a temporary defensive measure, the 
Portfolio may 
invest up to all of its assets in U.S. Government securities 
or other debt 
securities, mostly of investment grade.  Taking a defensive 
position in any 
manner may reduce the potential for appreciation in the 
Portfolio. 
 
Small Cap Portfolio 
 
The goal of Small Cap Portfolio is growth of capital.  The 
Portfolio seeks to 
achieve its goal by investing primarily in a diversified 
portfolio of common 
stocks, or securities convertible into common stocks, of 
companies whose market 
capitalizations do not exceed $1.5 billion at the time of 
purchase by the 
Portfolio.  There is no guarantee that the Portfolio will 
achieve its goal. 
 
In selecting companies, the Manager may look at a number of 
factors relating to 
a company, such as: 
 
 . aggressive or creative management; 
 . technological or specialized expertise; 
 . new or unique products or services; 
 . entry into new or emerging industries; and 
 . special situations arising out of government priorities or 
programs. 
 
The Portfolio may occasionally invest in securities of 
larger companies that, in 
the Manager's opinion, are being fundamentally changed or 
revitalized, have a 
position that is considered strong relative to the market as 
a whole or 
otherwise offer unusual opportunities for above average 
growth. 
 
In addition to common stocks, the Portfolio may also invest 
in preferred stocks 
and debt securities (mostly of investment grade).  The 
Portfolio may buy foreign 
securities, but only those that are: 
 
 . exchange-traded or quoted on an automated quotations 
system (except warrants, 
  rights or restricted securities which need not be 
exchange-traded or quoted); 
 . represented by U.S.-traded American Depository Receipts; 
or 
 . issued or guaranteed by a foreign government (or any of 
its subdivisions, 
  agencies or instrumentalities). 
 
When the Manager believes that a temporary defensive 
position is desirable, the 
Portfolio may invest up to all of its assets in debt 
securities (including 
commercial paper or short-term U.S. Government securities) 
or preferred stocks, 
or both.  Taking a defensive position may reduce the 
potential for appreciation 
in the Portfolio. 
 
Additional Investment Considerations 
 
The goal(s) and investment policies of each Portfolio may be 
changed by the 
Directors of the Fund without a vote of the Portfolio's 
shareholders, unless a 
policy or restriction is otherwise described. 
 
Each Portfolio may also invest in other types of securities 
and use certain 
other instruments in seeking to achieve its goal(s).  For 
example, a Portfolio 
(other than Money Market Portfolio) may invest in options, 
futures contracts, 
asset-backed securities and other derivative instruments if 
it is permitted to 
invest in the type of asset by which the return on, or value 
of, the derivative 
is measured.  You will find more information in the SAI 
about each Portfolio's 
permitted investments and strategies, as well as the 
restrictions that apply to 
them. 
 
Risk Considerations of Principal Strategies and Other 
Investments 
Risks exist in any investment.  Each Portfolio is subject to 
market risk, 
financial risk and, in some cases, prepayment risk. 
 
o Market risk is the possibility of a change in the price of 
the security 
  because of market factors, including changes in interest 
rates.  Bonds with 
  longer maturities are more interest-rate sensitive.  For 
example, if interest 
  rates increase, the value of a bond with a longer maturity 
is more likely to 
  decrease.  Because of market risk, the share price of each 
Portfolio will 
  likely change as well. 
o Financial risk is based on the financial situation of the 
issuer of the 
  security.  To the extent the Portfolio invests in debt 
securities, the 
  Portfolio's financial risk depends on the credit quality 
of the securities in 
  which it invests.  For an equity investment, a Portfolio's 
financial risk may 
  depend, for example, on the earnings performance of the 
company issuing the 
  stock. 
o Prepayment risk is the possibility that, during periods of 
falling interest 
  rates, a debt security with a high stated interest rate 
will be prepaid 
  before its expected maturity date. 
 
Because the Portfolios own different types of investments, 
their performance 
will be affected by a variety of factors.  In general, the 
value of each 
Portfolio's investments and the income it may generate will 
vary from day to 
day, generally due to changes in market conditions, interest 
rates and other 
company and economic news.  Performance will also depend on 
the Manager's skill 
in selecting investments. 
 
Asset Strategy Portfolio and Science and Technology 
Portfolio may actively trade 
securities in seeking to achieve its goals.  Doing so may 
increase transaction 
costs, which may reduce performance. 
 
Certain types of each Portfolios' authorized investments and 
strategies (such as 
foreign securities, "junk bonds" and derivative instruments) 
involve special 
risks.  Depending on how much the Portfolio invests or uses 
these strategies, 
these special risks may become significant.  For example, 
foreign investments 
may subject a Portfolio to restrictions on receiving the 
investment proceeds 
from a foreign country, foreign taxes, and potential 
difficulties in enforcing 
contractual obligations, as well as fluctuations in foreign 
currency values and 
other developments that may adversely affect a foreign 
country.  Junk bonds 
(bonds rated BB and below by S&P and Ba and below by MIS) 
pose a greater risk of 
nonpayment of interest or principal than higher-rated bonds.  
Derivative 
instruments may expose a Portfolio to greater volatility 
than an investment in a 
more traditional stock, bond or other security. 
 
Year 2000 and Euro Issues 
Like other mutual funds, financial institutions, business 
organizations and 
individuals around the world, each Portfolio could be 
adversely affected if the 
computer systems used by the Manager and the Fund's other 
service providers do 
not properly process and calculate date-related information 
and data from and 
after January 1, 2000.  The Manager is taking steps that it 
believes are 
reasonably designed to address year 2000 computer-related 
problems with respect 
to the computer systems that it uses and to obtain 
assurances that comparable 
steps are being taken by the Fund's other, major service 
providers.  Although 
there can be no assurances, the Manager believes that these 
steps will be 
sufficient to avoid any adverse impact on any of the 
Portfolios.  Similarly, the 
companies and other issuers in which a Portfolio invests, 
particularly foreign 
companies and issuers, could be adversely affected by year 
2000 computer-related 
problems, and there can be no assurance that the steps 
taken, if any, by these 
issuers will be sufficient to avoid any adverse impact on a 
Portfolio. 
 
Also, certain of the Portfolios may be adversely affected by 
the conversion of 
certain European currencies into the Euro.  This conversion, 
which is under way, 
is scheduled to be completed in 2002.  However, problems 
with the conversion 
process and delays could increase volatility in world 
capital markets and affect 
European capital markets in particular. 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                            ASSET STRATEGY PORTFOLIO 
 
                                                    For the 
        For the fiscal year ended December 31,    period 
ended 
          ------------------------------------    December 
31, 
                     1998      1997       1996      1995* 
                     ----      ----       ----      --------
- -- 
Per-Share Data 
Net asset value, 
 beginning of 
 period  ...       $5.1969    $5.1343    $5.0137    $5.0000 
                    ------     ------     ------     ------ 
Income from investment 
 operations: 
 Net investment 
  income ...        0.1391     0.1915     0.1814     0.0717 
 Net realized and 
  unrealized gain 
  on investments    0.3779     0.5277     0.1206     0.0193 
                    ------     ------     ------     ------ 
Total from investment 
 operations         0.5170     0.7192     0.3020     0.0910 
                    ------     ------     ------     ------ 
Less distributions: 
 From net investment 
  income ...       (0.1391)   (0.1919)   (0.1814)   (0.0713) 
 From capital 
  gains ....       (0.1880)   (0.4647)   (0.0000)   (0.0060) 
                    ------     ------     ------     ------ 
Total 
 distributions     (0.3271)   (0.6566)   (0.1814)   (0.0773) 
                    ------     ------     ------     ------ 
Net asset value, 
 end of period     $5.3868    $5.1969    $5.1343    $5.0137 
                    ======     ======     ======     ====== 
Total return          9.95%     14.01%      6.05%      1.80% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions)             $14        $10         $8         $4 
Ratio of expenses 
 to average net 
 assets  ...          1.07%      0.93%      0.93%      0.91% 
Ratio of net investment 
 income to average 
 net assets           2.97%      3.55%      3.92%      4.42% 
Portfolio turnover 
 rate  .....        189.02%    222.50%     49.92%    149.17% 
 
*Asset Strategy Portfolio's inception date is February 14, 
1995; however, since 
 this Portfolio did not have any investment activity or 
incur expenses prior to 
 the date of initial offering, the per share information is 
for a capital share 
 outstanding for the period from May 1, 1995 (initial 
offering) through December 
 31, 1995.  Ratios have been annualized. 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                               BALANCED PORTFOLIO 
 
                                                        For 
the 
                                                         
period 
               For the fiscal year ended December 31,     
ended 
               --------------------------------------
December 31, 
                     1998       1997    1996     1995     
1994* 
                     ----       ----    ----     -----------
- --- 
Per-Share Data 
Net asset value, 
 beginning of 
 period  ...........$6.7686    $6.1967 $5.9000  $4.9359 
$5.0000 
                     ------     ------  ------   ------  ---
- --- 
Income from investment 
 operations: 
 Net investment 
   income .......... 0.1865     0.1805  0.1594   0.1333  
0.0460 
 Net realized and 
   unrealized gain (loss) 
   on investments .. 0.4003     0.9650  0.5003   1.0611 
(0.0641) 
                     ------     ------  ------   ------  ---
- --- 
Total from investment 
 operations  ....... 0.5868     1.1455  0.6597   1.1944 
(0.0181) 
                     ------     ------  ------   ------  ---
- --- 
Less distributions: 
 From net investment 
   income ..........(0.1865)   (0.1805)(0.1594) 
(0.1333)(0.0460) 
 From capital gains (0.0608)   (0.3931)(0.2036) 
(0.0970)(0.0000) 
                     ------     ------  ------   ------  ---
- --- 
Total distributions (0.2473)   (0.5736)(0.3630) 
(0.2303)(0.0460) 
                     ------     ------  ------   ------  ---
- --- 
Net asset value, 
 end of period  ....$7.1081    $6.7686 $6.1967  $5.9000 
$4.9359 
                     ======     ======  ======   ======  
====== 
Total return .......   8.67%     18.49%  11.19%   24.19%  -
0.37% 
Ratios/Supplemental Data 
Net assets, end of period 
 (in millions)  ....    $92        $68     $42      $24      
$9 
Ratio of expenses 
 to average net 
 assets  ...........   0.74%      0.67%   0.70%    0.72%   
0.95% 
Ratio of net investment 
 income to average 
 net assets  .......   2.92%      3.06%   3.18%    3.22%   
3.14% 
Portfolio turnover 
 rate  .............  54.62%     55.66%  44.23%   62.87%  
19.74% 
 
*Balanced Portfolio's inception date is April 28, 1994; 
however, since this 
 Portfolio did not have any investment activity or incur 
expenses prior to the 
 date of initial offering, the per share information is for 
a capital share 
 outstanding for the period from May 3, 1994 (initial 
offering) through December 
 31, 1994.  Ratios and portfolio turnover rate have been 
annualized. 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                                 BOND PORTFOLIO 
 
                           For the fiscal year ended 
December 31, 
                      --------------------------------------
- ---------- 
                          1998      1997      1996      1995      
1994 
                          ----      ----      ----      ----      
- ---- 
Per-Share Data 
Net asset value, 
 beginning of 
 period ............   $5.3686   $5.2004   $5.3592   $4.7393   
$5.4045 
                       -------   -------   -------   -------   
- ------- 
Income from investment 
 operations: 
 Net investment 
  income ...........    0.3180    0.3400    0.3407    0.3556    
0.3507 
 Net realized and 
  unrealized gain 
  (loss) on 
  investments ......    0.0765    0.1682   (0.1588)   0.6202   
(0.6652) 
                       -------   -------   -------   -------   
- ------- 
Total from investment 
 operations ........    0.3945    0.5082    0.1819    0.9758   
(0.3145) 
                       -------   -------   -------   -------   
- ------- 
Less distributions: 
 From net investment 
  income ...........   (0.3180)  (0.3400)  (0.3407)  
(0.3559)  (0.3507) 
 From capital gains    (0.0000)  (0.0000)  (0.0000)  
(0.0000)  (0.0000) 
                       -------   -------   -------   -------   
- ------- 
Total distributions    (0.3180)  (0.3400)  (0.3407)  
(0.3559)  (0.3507) 
                       -------   -------   -------   -------   
- ------- 
Net asset value, 
 end of period .....   $5.4451   $5.3686   $5.2004   $5.3592   
$4.7393 
                       =======   =======   =======   =======   
======= 
Total return .......      7.35%     9.77%     3.43%    
20.56%    -5.90% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions) .........      $114       $99       $92       $89       
$74 
Ratio of expenses 
 to average net 
 assets ............      0.67%     0.58%     0.59%     
0.60%     0.62% 
Ratio of net investment 
 income to average 
 net assets ........      5.99%     6.35%     6.39%     
6.73%     6.73% 
Portfolio turnover 
 rate ..............     32.75%    36.81%    64.02%    
71.17%   135.82% 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                                GROWTH PORTFOLIO 
 
                           For the fiscal year ended 
December 31, 
                      --------------------------------------
- ---------- 
                          1998      1997      1996      1995      
1994 
                          ----      ----      ----      ----      
- ---- 
Per-Share Data 
Net asset value, 
 beginning of 
 period ............   $7.5679   $6.7967   $6.8260   $5.8986   
$6.1962 
                       -------   -------   -------   -------   
- ------- 
Income from investment 
 operations: 
 Net investment 
  income ...........    0.0456    0.0574    0.0990    0.0903    
0.1211 
 Net realized and 
  unrealized gain 
  on investments ...    2.0215    1.4003    0.7478    2.1842    
0.0268 
                       -------   -------   -------   -------   
- ------- 
Total from investment 
 operations ........    2.0671    1.4577    0.8468    2.2745    
0.1479 
                       -------   -------   -------   -------   
- ------- 
Less distributions: 
 From net investment 
  income ...........   (0.0456)  (0.0570)  (0.0990)  
(0.0903)  (0.1211) 
 From capital gains    (0.2905)  (0.6295)  (0.7771)  
(1.2568)  (0.3244) 
                       -------   -------   -------   -------   
- ------- 
Total distributions    (0.3361)  (0.6865)  (0.8761)  
(1.3471)  (0.4455) 
                       -------   -------   -------   -------   
- ------- 
Net asset value, 
 end of period .....   $9.2989   $7.5679   $6.7967   $6.8260   
$5.8986 
                       =======   =======   =======   =======   
======= 
Total return .......     27.31%    21.45%    12.40%    
38.57%     2.39% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions)  ........      $825      $639      $513      $419      
$277 
Ratio of expenses 
 to average net 
 assets ............      0.80%     0.72%     0.73%     
0.75%     0.77% 
Ratio of net investment 
 income to average 
 net assets ........      0.55%     0.75%     1.44%     
1.35%     2.07% 
Portfolio turnover 
 rate ..............     75.58%   162.41%   243.00%   
245.80%   277.36% 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
The following information is to help you understand the 
financial performance of 
the Portfolio's shares for the fiscal periods shown.  
Certain information 
reflects financial results for a single Portfolio share.  
"Total return" shows 
how much your investment would have increased (or decreased) 
during each period, 
assuming reinvestment of all dividends and distributions.  
This information has 
been audited by Deloitte & Touche LLP, whose independent 
auditors' report, along 
with the Portfolio's financial statements for the fiscal 
year ended December 31, 
1998, is included in the SAI, which is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                             HIGH INCOME PORTFOLIO 
 
                           For the fiscal year ended 
December 31, 
                      --------------------------------------
- ---------- 
                          1998      1997      1996      1995      
1994 
                          ----      ----      ----      ----      
- ---- 
Per-Share Data 
Net asset value, 
 beginning of 
 period ............   $4.7402   $4.5750   $4.4448   $4.1118   
$4.6373 
                       -------   -------   -------   -------   
- ------- 
Income from investment 
 operations: 
 Net investment 
  income ...........    0.4185    0.4098   0.4216     0.4165    
0.4106 
 Net realized and 
  unrealized gain 
  (loss) on 
  investments ......   (0.3259)   0.2324   0.1302     0.3330   
(0.5255) 
                       -------   -------   -------   -------   
- ------- 
Total from investment 
 operations ........    0.0926    0.6422   0.5518     0.7495   
(0.1149) 
                       -------   -------   -------   -------   
- ------- 
Less distributions: 
 From net investment 
  income ...........   (0.4185)  (0.4098) (0.4216)   
(0.4165)  (0.4106) 
 From capital gains    (0.0000)  (0.0672) (0.0000)   
(0.0000)  (0.0000) 
                       -------   -------   -------   -------   
- ------- 
Total distributions    (0.4185)  (0.4770) (0.4216)   
(0.4165)  (0.4106) 
                       -------   -------   -------   -------   
- ------- 
Net asset value, 
 end of period .....   $4.4143   $4.7402  $4.5750    $4.4448   
$4.1118 
                       =======   =======  =======    =======   
======= 
Total return .......      1.95%    14.04%   12.46%     
18.19%    -2.55% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions) .........      $126      $120      $97        $87       
$73 
Ratio of expenses 
 to average net 
 assets ............      0.77%     0.70%    0.71%      
0.72%     0.74% 
Ratio of net investment 
 income to average 
 net assets ........      8.76%     8.79%    9.10%      
9.25%     9.03% 
Portfolio turnover 
 rate ..............     63.64%    65.28%   58.91%     
41.78%    37.86% 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                              INCOME PORTFOLIO 
 
                           For the fiscal year ended 
December 31, 
                      --------------------------------------
- ---------- 
                          1998      1997      1996      1995      
1994 
                          ----      ----      ----      ----      
- ---- 
Per-Share Data 
Net asset value, 
 beginning of 
 period ............  $11.9615  $10.1373  $ 8.6756   $6.7689   
$6.9180 
                       -------   -------   -------   -------   
- ------- 
Income from investment 
 operations: 
 Net investment 
  income ...........    0.1752    0.0916    0.0856    0.0839    
0.0703 
 Net realized and 
  unrealized gain 
  (loss) on 
  investments ......    2.3532    2.5598    1.6280    2.0525   
(0.1491) 
                       -------   -------   -------   -------   
- ------- 
Total from investment 
 operations ........    2.5284    2.6514    1.7136    2.1364   
(0.0788) 
                       -------   -------   -------   -------   
- ------- 
Less distributions: 
 From net investment 
  income ...........   (0.1752)  (0.0915)  (0.0856)  
(0.0839)  (0.0703) 
 From capital gains    (1.9796)  (0.7357)  (0.1663)  
(0.1457)  (0.0000) 
 In excess of 
  capital gains ....   (0.0000)  (0.0000)  (0.0000)  
(0.0001)  (0.0000) 
                       -------   -------   -------   -------   
- ------- 
Total distributions    (2.1548)  (0.8272)  (0.2519)  
(0.2297)  (0.0703) 
                       -------   -------   -------   -------   
- ------- 
Net asset value, 
 end of period .....  $12.3351  $11.9615  $10.1373   $8.6756   
$6.7689 
                      ========  ========  ========   =======   
======= 
Total return .......     21.14%    26.16%    19.75%    
31.56%    -1.14% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions) .........      $811      $637      $462      $331      
$219 
Ratio of expenses 
 to average net 
 assets ............      0.80%     0.72%     0.73%     
0.77%     0.77% 
Ratio of net investment 
 income to average 
 net assets ........      1.35%     0.80%     0.97%     
1.13%     1.16% 
Portfolio turnover 
 rate ..............     62.84%    36.61%    22.95%    
15.00%    23.32% 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                            INTERNATIONAL PORTFOLIO 
 
                                                        For 
the 
                                                         
period 
                       For the fiscal year ended December 
31,ended 
                     ------------------------------------
December 31, 
                     1998       1997    1996     1995     
1994* 
                     ----       ----    ----     ----  -----
- ----- 
Per-Share Data 
Net asset value, 
 beginning of 
 period  ...........$6.3842    $5.9990 $5.2790  $4.9926 
$5.0000 
                   ------    ------- -------  -------  -----
- - 
Income from investment 
 operations: 
 Net investment 
   income .......... 0.0353     0.0485  0.0644   0.0846  
0.0207 
 Net realized and 
   unrealized gain (loss) 
   on investments .. 2.1283     0.9534  0.7329   0.2790 
(0.0074) 
                   ------    ------- -------  -------  -----
- - 
Total from investment 
 operations  ....... 2.1636     1.0019  0.7973   0.3636  
0.0133 
                   ------    ------- -------  -------  -----
- - 
Less distributions: 
 From net investment 
   income ..........(0.0353)   (0.0463)(0.0644) 
(0.0772)(0.0207) 
 From capital gains (0.6949)   (0.5704)(0.0129) 
(0.0000)(0.0000) 
                   ------    ------- -------  -------  -----
- - 
Total distributions (0.7302)   (0.6167)(0.0773) 
(0.0772)(0.0207) 
                   ------    ------- -------  -------  -----
- - 
Net asset value, 
 end of period .... $7.8176    $6.3842 $5.9990  $5.2790 
$4.9926 
                  =======    ======= =======  =======  
====== 
Total return .......33.89%     16.70%  15.11%    7.28%   
0.26% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions)  ........ $169       $115     $80      $50     
$26 
Ratio of expenses 
 to average net 
 assets  ........... 1.02%      0.98%   1.00%    1.02%   
1.26% 
Ratio of net investment 
 income to average 
 net assets  ....... 0.47%      0.79%   1.42%    1.99%   
1.36% 
Portfolio turnover 
 rate  .............88.84%    117.37%  75.01%   34.93%  
23.23% 
 
*International Portfolio's inception date is April 28, 1994; 
however, since this 
 Portfolio did not have any investment activity or incur 
expenses prior to the 
 date of initial offering, the per share information is for 
a capital share 
 outstanding for the period from May 3, 1994 (initial 
offering) through December 
 31, 1994.  Ratios and portfolio turnover rate have been 
annualized. 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                          LIMITED-TERM BOND PORTFOLIO 
 
                                                        For 
the 
                                                         
period 
                         For the fiscal year ended December 
31,ended 
                    ------------------------------------
December 31, 
                     1998       1997    1996     1995     
1994* 
                     ----       ----    ----     -----------
- --- 
Per-Share Data 
Net asset value, 
 beginning of 
 period  ...........$5.1882    $5.1639 $5.2521  $4.8611 
$5.0000 
                   ------     ------  ------   ------  -----
- - 
Income from investment 
 operations: 
 Net investment 
   income .......... 0.2935     0.3086  0.2842   0.2841  
0.1507 
 Net realized and 
   unrealized gain (loss) 
   on investments .. 0.0522     0.0451 (0.0870)  0.4122 
(0.1375) 
                   ------     ------  ------   ------  -----
- - 
Total from investment 
 operations  ....... 0.3457     0.3537  0.1972   0.6963  
0.0132 
                   ------     ------  ------   ------  -----
- - 
Less distributions: 
 From net investment 
   income ..........(0.2935)   (0.3086)(0.2842) 
(0.2841)(0.1507) 
 From capital gains (0.0112)   (0.0208)(0.0012) 
(0.0212)(0.0014) 
                   ------     ------  ------   ------  -----
- - 
Total distributions (0.3047)   (0.3294)(0.2854) 
(0.3053)(0.1521) 
                   ------     ------  ------   ------  -----
- - 
Net asset value, 
 end of period  ....$5.2292    $5.1882 $5.1639  $5.2521 
$4.8611 
                   ======     ======  ======   ======  
====== 
Total return ....... 6.66%      6.85%   3.79%   14.29%   
0.26% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions)  ........   $5         $4      $4       $3       
$2 
Ratio of expenses 
 to average net 
 assets  ........... 0.79%      0.73%   0.76%    0.71%   
0.93% 
Ratio of net investment 
 income to average 
 net assets  ....... 5.65%      5.93%   5.92%    6.22%   
5.89% 
Portfolio turnover 
 rate  .............47.11%     35.62%  15.81%   18.16%  
93.83% 
 
*Limited-Term Bond Portfolio's inception date is April 28, 
1994; however, since 
 this Portfolio did not have any investment activity or 
incur expenses prior to 
 the date of initial offering, the per share information is 
for a capital share 
 outstanding for the period from May 3, 1994 (initial 
offering) through December 
 31, 1994.  Ratios and portfolio turnover rate have been 
annualized. 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                             MONEY MARKET PORTFOLIO 
 
                           For the fiscal year ended 
December 31, 
                      --------------------------------------
- ---------- 
                          1998      1997      1996      1995      
1994 
                          ----      ----      ----      ----      
- ---- 
Per-Share Data 
Net asset value, 
 beginning of 
 period ............   $1.0000   $1.0000   $1.0000   $1.0000   
$1.0000 
                       -------   -------   -------   -------   
- ------- 
Net investment 
 income ............    0.0492    0.0503    0.0486    0.0542    
0.0368 
Less dividends 
 declared ..........   (0.0492)  (0.0503)  (0.0486)  
(0.0542)  (0.0368) 
                       -------   -------   -------   -------   
- ------- 
Net asset value, 
 end of period .....   $1.0000   $1.0000   $1.0000   $1.0000   
$1.0000 
                       =======   =======   =======   =======   
======= 
Total return .......      5.04%     5.13%     5.01%     
5.56%     3.72% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions) .........       $54       $43       $37       $37       
$31 
Ratio of expenses 
 to average net 
 assets ............      0.68%     0.58%     0.61%     
0.62%     0.65% 
Ratio of net investment 
 income to average 
 net assets ........      4.90%     5.04%     4.87%     
5.42%     3.72% 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                        SCIENCE AND TECHNOLOGY PORTFOLIO 
 
                For the 
                 fiscal      For the 
                   year period ended 
                  ended  December 31, 
               12-31-98        1997* 
                 ------  ----------- 
Per-Share Data 
Net asset value, 
 beginning of 
 period  ...       $5.7726    $5.0000 
                    ------     ------ 
Income from investment 
 operations: 
 Net investment 
   income ..        0.0032     0.0146 
 Net realized and 
   unrealized gain 
   on investments   2.6551     0.7971 
                    ------     ------ 
Total from investment 
 operations         2.6583     0.8117 
                    ------     ------ 
Less distributions: 
 From net investment 
  income .....     (0.0032)   (0.0146) 
 From capital 
  gains ......     (0.1527)   (0.0245) 
                    ------     ------ 
Total 
 distributions     (0.1559)   (0.0391) 
                    ------     ------ 
Net asset value, 
 end of period     $8.2750    $5.7726 
                    ======     ====== 
Total return         46.05%     16.24% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions)             $35        $10 
Ratio of expenses 
 to average net 
 assets ....          0.92%      0.94% 
Ratio of net investment 
 income to average 
 net assets           0.07%      0.64% 
Portfolio turnover 
 rate  .....         64.72%     15.63% 
 
*Science and Technology Portfolio's inception date is March 
13, 1997; however, 
since this Portfolio did not have any investment activity or 
incur expenses 
prior to the date of initial offering, the per share 
information is for a 
capital share outstanding for the period from April 4, 1997 
(initial offering) 
through December 31, 1997.  Ratios have been annualized. 
 
<PAGE> 
                           Target/United Funds, Inc. 
                              Financial Highlights 
 
     The following information is to help you understand the 
financial 
performance of the Portfolio's shares for the fiscal periods 
shown.  Certain 
information reflects financial results for a single 
Portfolio share.  "Total 
return" shows how much your investment would have increased 
(or decreased) 
during each period, assuming reinvestment of all dividends 
and distributions. 
This information has been audited by Deloitte & Touche LLP, 
whose independent 
auditors' report, along with the Portfolio's financial 
statements for the fiscal 
year ended December 31, 1998, is included in the SAI, which 
is available upon 
request. 
 
                (For a share outstanding throughout each 
period) 
 
                              SMALL CAP PORTFOLIO 
 
                                                      For 
the 
                                                       
period 
                For the fiscal year ended December 31,   
ended 
                     --------------------------------
December 31, 
                     1998       1997    1996     1995    
1994* 
                     ----       ----    ----     -----------
- --- 
Per-Share Data 
Net asset value, 
 beginning of 
 period  ...........  $8.3316  $8.0176 $7.6932  $5.9918 
$5.0000 
                       ------   ------  ------   ------  ---
- --- 
Income from investment 
 operations: 
 Net investment 
  income ..........    0.0798   0.0279  0.0170   0.0900  
0.0376 
 Net realized and 
   unrealized gain 
   on investments ..   0.8255   2.5004  0.6367   1.8470  
1.0086 
                       ------   ------  ------   ------  ---
- --- 
Total from investment 
 operations  .......   0.9053   2.5283  0.6537   1.9370  
1.0462 
                       ------   ------  ------   ------  ---
- --- 
Less distributions: 
 From net investment 
   income ..........  (0.0798) (0.0282)(0.0170) 
(0.0900)(0.0376) 
 From capital gains   (1.2027) (2.1861)(0.3123) 
(0.1456)(0.0168) 
 In excess of capital 
   gains ...........  (0.0525) (0.0000)(0.0000) 
(0.0000)(0.0000) 
                       ------   ------  ------   ------  ---
- --- 
Total distributions   (1.3350) (2.2143)(0.3293) 
(0.2356)(0.0544) 
                       ------   ------  ------   ------  ---
- --- 
Net asset value, 
 end of period  ....  $7.9019  $8.3316 $8.0176  $7.6932 
$5.9918 
                       ======    =====   =====    =====  
====== 
Total return .......    10.87%   31.53%   8.50%   32.32%  
20.92% 
Ratios/Supplemental Data 
Net assets, end of 
 period (in 
 millions)  ........     $181     $148     $97      $56     
$16 
Ratio of expenses 
 to average net 
 assets  ...........     0.97%    0.90%   0.91%    0.96%   
1.08% 
Ratio of net investment 
 income to average 
 net assets  .......     0.94%    0.32%   0.25%    1.77%   
2.35% 
Portfolio turnover 
 rate  .............   177.32%  211.46% 133.77%   43.27%  
21.61% 
 
*Small Cap Portfolio's inception date is April 28, 1994; 
however, since this 
 Portfolio did not have any investment activity or incur 
expenses prior to the 
 date of initial offering, the per share information is for 
a capital share 
 outstanding for the period from May 3, 1994 (initial 
offering) through December 
 31, 1994.  Ratios and the portfolio turnover rate have been 
annualized. 
 
Information regarding the performance of the Portfolios is 
contained in the 
Fund's annual report to shareholders which may be obtained 
without charge by 
request to the Fund at the address and phone number shown on 
the cover of this 
Prospectus. 
 
<PAGE> 
The Management of the Portfolios 
 
Portfolio Management 
 
     The Portfolios are managed by the Manager, subject to 
the authority of the 
Fund's Board of Directors.  The Manager provides investment 
advice to each of 
the Portfolios and supervises each Portfolio's investments.  
The Manager and its 
predecessors have served as investment manager to the Fund 
since its inception 
and to each of the registered investment companies in the 
United Group of Mutual 
Funds and Waddell & Reed Funds, Inc. since 1940 or the 
inception of the 
investment company, whichever was later..  The Manager is 
located at 6300 Lamar 
Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217. 
 
     Michael L. Avery is primarily responsible for the 
management of the equity 
portion of the Asset Strategy Portfolio.  Mr. Avery has held 
his 
responsibilities for the Asset Strategy Portfolio since 
January 1997.  He is 
Senior Vice President of the Manager, Vice President of the 
Fund and Vice 
President of other investment companies for which the 
Manager serves as 
investment manager.  From March 1995 to March 1998, Mr. 
Avery was Vice President 
of, and the Director of Research for, Waddell & Reed Asset 
Management Company, a 
former affiliate of the Manager.  Mr. Avery has served as 
the portfolio manager 
for investment companies managed by the Manager since 
February 1, 1994, has 
served as the Director of Research of the Manager since 
August 1987, and has 
been an employee of the Manager since June 1981. 
 
     Daniel J. Vrabac is primarily responsible for the 
management of the fixed- 
income portion of the Asset Strategy Portfolio.  Mr. Vrabac 
has held his 
responsibilities for the Asset Strategy Portfolio since 
January 1997.  He is 
Vice President of the Fund and Vice President of other 
investment companies 
managed by the Manager.  From May 1994 to March 1998, Mr. 
Vrabac was Vice 
President of, and a portfolio manager for, Waddell & Reed 
Asset Management 
Company.  Mr. Vrabac has been an employee of the Manager and 
has served as an 
investment analyst with the Manager since May 1994. 
 
     Cynthia P. Prince-Fox is primarily responsible for the 
management of the 
portfolio of Balanced Portfolio.  Ms. Prince-Fox has held 
her responsibilities 
for Balanced Portfolio since July 1994, the Portfolio's 
inception.  She is Vice 
President of the Manager, Vice President of the Fund and 
Vice President of 
another investment company for which the Manager serves as 
investment manager. 
From January 1993 to March 1998, Ms. Prince-Fox was Vice 
President of, and a 
portfolio manager for, Waddell & Reed Asset Management 
Company.  Ms. Prince-Fox 
has served as the portfolio manager for investment companies 
managed by the 
Manager since January 1993.  She has been an employee of the 
Manager and has 
served as an investment analyst with the Manager since 
February 1983. 
 
     James C. Cusser is primarily responsible for the 
management of the 
portfolio of Bond Portfolio.  Mr. Cusser has held his 
responsibilities for Bond 
Portfolio since August 1992.  He is Vice President of the 
Manager, Vice 
President of the Fund and Vice President of other investment 
companies for which 
the Manager serves as investment manager.  Mr. Cusser has 
been an employee of 
the Manager and has served as the portfolio manager for 
investment companies 
managed by the Manager since August 1992. 
 
     Philip J. Sanders is primarily responsible for the 
management of the 
portfolio of Growth Portfolio.  Mr. Sanders has held his 
Fund 
responsibilities since August 1998.  He is Vice President of 
the Manager 
and Vice President of the Fund.  Mr. Sanders has been an 
employee of the 
Manager since August 1998.  Mr. Sanders was formerly Lead 
Manager with 
Tradestreet Investment Associates. 
 
     William M. Nelson is primarily responsible for the 
management of the 
portfolio of High Income Portfolio.  Mr. Nelson has held his 
responsibilities 
for High Income Portfolio since January 1999.  He is Vice 
President of the 
Manager and Vice President of the Fund.  Mr. Nelson has been 
an employee of the 
Manager since January 1995.  From January 1988 to December 
1994, Mr. Nelson was 
an Investment Manager with Xerox Credit Corporation. 
 
     Russell E. Thompson and James D. Wineland are primarily 
responsible for the 
management of the portfolio of Income Portfolio.  Mr. 
Thompson has held his 
responsibilities for Income Portfolio since July 1991, the 
Portfolio's 
inception.  He is Senior Vice President of the Manager.  He 
is Vice President of 
the Fund and Vice President of other investment companies 
for which the Manager 
serves as investment manager.  From January 1992 to March 
1998, Mr. Thompson was 
Senior Vice President of, and a portfolio manager for, 
Waddell & Reed Asset 
Management Company.  Mr. Thompson has served as the 
portfolio manager for 
investment companies managed by the Manager since January 
1976 and has been an 
employee of the Manager since March 1971. 
 
     Mr. Wineland has held his Fund responsibilities since 
July 1, 1997.  He is 
Vice President of the Manager, Vice President of the Fund 
and Vice President of 
other investment companies for which the Manager serves as 
investment manager. 
From March 1995 to March 1998, Mr. Wineland was Vice 
President of, and a 
portfolio manager for, Waddell & Reed Asset Management 
Company.  Mr. Wineland 
has served as the portfolio manager for investment companies 
managed by the 
Manager since January 1988 and has been an employee of the 
Manager since 
November 1984. 
 
     Thomas A. Mengel is primarily responsible for the 
management of the 
portfolio of International Portfolio.  Mr. Mengel has been 
an employee of the 
Manager and has held his responsibilities for International 
Portfolio since May 
1, 1996.  He is Vice President of the Manager, Vice 
President of the Fund and 
Vice President of other investment companies for which the 
Manager serves as 
investment manager.  From 1993 to May 1, 1996, Mr. Mengel 
was the President of 
Sal. Oppenheim jr. & Cie. Securities, Inc. 
 
     Patrick W. Sterner is primarily responsible for the 
management of the 
portfolio of Limited-Term Bond Portfolio.  Mr. Sterner has 
held his 
responsibilities for Limited-Term Bond Portfolio since July 
1994, the 
Portfolio's inception.  He is Vice President of the Manager, 
Vice President of 
the Fund and Vice President of another investment company 
for which the Manager 
serves as investment manager.  From August 1992 to March 
1998, Mr. Sterner was 
Vice President of, and a portfolio manager for, Waddell & 
Reed Asset Management 
Company.  Mr. Sterner has served as the portfolio manager 
for investment 
companies managed by the Manager since September 1992 and 
has been an employee 
of the Manager since August 1992. 
 
     Mira Stevovich is primarily responsible for the 
management of the portfolio 
of Money Market Portfolio.  Ms. Stevovich has held her 
responsibilities for 
Money Market Portfolio since May 1998.  She is Vice 
President of the Manager, 
Vice President and Assistant Treasurer of the Fund and Vice 
President and 
Assistant Treasurer of other investment companies for which 
the Manager serves 
as investment manager.  Ms. Stevovich has served as the 
Assistant Portfolio 
Manager for investment companies managed by the Manager 
since January 1989 and 
has been an employee of the Manager since March 1987. 
 
     Abel Garcia is primarily responsible for the management 
of the portfolio of 
Science and Technology Portfolio.  Mr. Garcia has held his 
responsibilities for 
Science and Technology Portfolio since April 4, 1997, the 
Portfolio's inception. 
He is Vice President of the Manager, Vice President of the 
Fund and Vice 
President of other investment companies managed by the 
Manager.  From May 1988 
to March 1998, Mr. Garcia was Vice President of, and a 
portfolio manager for, 
Waddell & Reed Asset Management Company.  Mr. Garcia has 
served as the portfolio 
manager for investment companies managed by the Manager 
since January 1984.  Mr. 
Garcia has been an employee of the Manager since August 
1983. 
 
     Mark G. Seferovich and Grant P. Sarris are primarily 
responsible for the 
management of the portfolio of Small Cap Portfolio.  Mr. 
Seferovich has held his 
responsibilities for Small Cap Portfolio since the 
portfolio's inception to 
January 1, 1996 and from February 1999 to the present.  He 
is Senior Vice 
President of the Manager, Vice President of the Fund and 
Vice President of 
another investment company for which the Manager serves as 
investment manager. 
From March 1996 to March 1998, Mr. Seferovich was Vice 
President of, and a 
portfolio manager for, Waddell & Reed Asset Management 
Company.  Mr. Seferovich 
has served as the portfolio manager for investment companies 
managed by the 
Manager, and has been an employee of the Manager, since 
February 1989. 
 
     Mr. Sarris has held his Fund responsibilities since 
February 1999.  He is 
Vice President of the Manager and Vice President of another 
investment company 
for which the Manager serves as investment manager.  Mr. 
Sarris has served as an 
investment analyst with the Manager, and has been an 
employee of the Manager, 
since October 1, 1991. 
 
     Other members of the Manager's investment management 
department provide 
input on market outlook, economic conditions, investment 
research and other 
considerations relating to the investments of the 
Portfolios. 
 
Management and Other Fees 
 
     Like all mutual funds, the Portfolios pay fees related 
to their daily 
operations.  Expenses paid out of each Portfolio's assets 
are reflected in its 
share price or dividends; they are neither billed directly 
to shareholders nor 
deducted from shareholder accounts. 
 
     Each Portfolio pays a management fee to the Manager for 
providing 
investment advice and supervising its investments.  The 
management fee of each 
Portfolio is calculated by adding a base fee to a specific 
fee.  It is accrued 
and paid to the Manager daily.  The specific fee computed on 
each Portfolio's 
net asset value as of the close of business each day at the 
following annual 
rates:  Money Market Portfolio - none; Bond Portfolio - .03 
of 1% of net assets; 
High Income Portfolio - .15 of 1% of net assets; Growth 
Portfolio - .20 of 1% of 
net assets; Income Portfolio - .20 of 1% of net assets; 
International Portfolio 
- - .30 of 1% of net assets; Small Cap Portfolio - .35 of 1% 
of net assets; 
Balanced Portfolio - .10 of 1% of net assets; Limited-Term 
Bond Portfolio - .05 
of 1% of net assets; Asset Strategy Portfolio - .30 of 1% of 
net assets; and 
Science and Technology Portfolio - .20 of 1% of net assets.  
The base fee is 
determined on the combined net asset values of all of the 
Portfolios at the 
annual rates shown in the following table and then allocated 
pro rata to the 
Portfolio based on its relative net assets. 
 
                                 Base Fee Rate 
 
         Group Net Asset Level            Annual Base Fee 
       (all dollars in millions)        Rate for Each Level 
       -------------------------        ------------------- 
          From $    0 to $  750              .51 of 1% 
          From $  750 to $1,500              .49 of 1% 
          From $1,500 to $2,250              .47 of 1% 
          Over $2,250                        .45 of 1% 
 
     As of December 31, 1998, the combined net assets of all 
of the Portfolios 
were approximately $2.4 billion. 
 
     For the fiscal year ended December 31, 1998, management 
fees for each 
Portfolio as a percent of each such Portfolio's average net 
assets are as 
follows: 
 
                             Management Fees 
 
Asset Strategy Portfolio           0.79% 
 
Balanced Portfolio                 0.59% 
 
Bond Portfolio                     0.52% 
 
Growth Portfolio                   0.69% 
 
High Income Portfolio              0.64% 
 
Income Portfolio                   0.69% 
 
International Portfolio            0.79% 
 
Limited-Term Bond Portfolio        0.54% 
 
Money Market Portfolio             0.49% 
 
Science and Technology Portfolio   0.69% 
 
Small Cap Portfolio                0.84% 
 
     The Fund has adopted a Service Plan (the "Plan") 
pursuant to Rule 12b-1 of 
the 1940 Act.  Under the Plan, each Portfolio may pay 
monthly a fee to Waddell & 
Reed, Inc., an affiliate of the Manager and the distributor 
of the Policies for 
which the Fund is the underlying investment vehicle, in an 
amount not to exceed 
0.25% of the Portfolio's average annual net assets.  The fee 
is to be paid to 
compensate Waddell & Reed, Inc. for amounts it expends in 
connection with the 
provision of personal services to Policyowners and/or 
maintenance of Policyowner 
accounts. 
 
     Each Portfolio also pays other expenses, which are 
explained in the SAI. 
 
PURCHASES AND REDEMPTIONS 
 
     The separate accounts of the Participating Insurance 
Companies place orders 
to purchase and redeem shares of each Portfolio based on, 
among other things, 
the amount of premium payments to be invested and the number 
of surrender and 
transfer requests to be effected on any day according to the 
terms of the 
Policies.  Shares of a Portfolio are sold at their net asset 
value ("NAV") per 
share next determined after receipt of the order to purchase 
from the 
Participating Insurance Company.  No sales charge is 
required to be paid by the 
Participating Insurance Company for purchase of shares. 
 
     Redemptions are made at the NAV per share of the 
Portfolio next determined 
after receipt of the request to redeem from the 
Participating Insurance Company. 
Payment is generally made within seven days after receipt of 
a proper request to 
redeem.  No fee is charged to shareholders upon redemption 
of Portfolio shares. 
The Fund may suspend the right of redemption of shares of 
any Portfolio and may 
postpone payment for any period if any of the following 
conditions exist: 
 
 .    the New York Stock Exchange ("NYSE") is closed other 
than customary weekend 
     and holiday closings or trading on the NYSE is 
restricted; 
 .    the Securities and Exchange Commission has determined 
that a state of 
     emergency exists which may make payment or transfer not 
reasonably 
     practicable; 
 .    the Securities and Exchange Commission has permitted 
suspension of the 
     right of redemption of shares for the protection of the 
security holders of 
     the Fund; or 
 .    applicable laws and regulations otherwise permit the 
Fund to suspend 
     payment on the redemption of shares. 
     Redemptions are ordinarily made in cash. 
 
     Should any conflict between Policyowners arise which 
would require that a 
substantial amount of net assets be withdrawn from the Fund, 
orderly management 
of portfolio securities could be disrupted to the potential 
detriment of 
Policyowners. 
 
NET ASSET VALUE 
 
In the calculation of the NAV per share of each Portfolio: 
 
     . The securities in the Portfolio that are listed or 
traded on an exchange 
       are valued primarily using market prices. 
     . Bonds are generally valued according to prices quoted 
by an independent 
       pricing service. 
     . Short-term debt securities are valued at amortized 
cost, which 
       approximates market value. 
     . Other investment assets for which market prices are 
unavailable are 
       valued at their fair value by or at the direction of 
the Board of 
       Directors. 
 
     The net asset value per share of each Portfolio is 
computed daily as of the 
close of business of the NYSE, normally 4 p.m. Eastern time, 
except that an 
option or futures contract held by a Portfolio may be priced 
at the close of the 
regular session of any other securities or commodities 
exchange on which that 
instrument is traded. 
 
     Money Market Portfolio uses the amortized cost method 
for valuing its 
portfolio securities.  You will find more information in the 
SAI about this 
method. 
 
     Certain of the Portfolios may invest in securities 
listed on foreign 
exchanges which may trade on Saturdays or on U.S. national 
business holidays 
when the NYSE is closed.  Consequently, the NAV of Portfolio 
shares may be 
significantly affected on days when the Portfolio does not 
price its shares and 
when you are not able to purchase or redeem the Portfolio's 
shares.  When market 
quotations are not readily available, securities, options, 
futures and other 
assets are valued at fair value in a manner determined in 
good faith under 
procedures established by and under the general supervision 
and responsibility 
of the Board of Directors.  Similarly, if events materially 
affecting the value 
of foreign investments or foreign currency exchange rates 
occur prior to the 
close of the regular session of trading on the NYSE, but 
after the time their 
values are otherwise determined, such investments or 
exchange rates will be 
valued at their fair value as determined in good faith by or 
under the direction 
of the Board of Directors. 
 
DIVIDENDS AND DISTRIBUTIONS 
 
     It is the Fund's intention to distribute substantially 
all the net 
investment income, if any, of each Portfolio.  Dividends 
from Money Market 
Portfolio are declared and paid daily in additional full and 
fractional shares. 
Dividends from Asset Strategy Portfolio, Balanced Portfolio, 
Bond Portfolio, 
Growth Portfolio, High Income Portfolio, Income Portfolio, 
International 
Portfolio, Limited-Term Bond Portfolio, Science and 
Technology Portfolio and 
Small Cap Portfolio usually are declared and paid annually 
in December in 
additional full and fractional shares of that Portfolio.  
Ordinarily, dividends 
are paid on shares starting on the day after they are issued 
and through the day 
they are redeemed. 
 
     All distributions from net realized long-term or short-
term capital gains 
of each Portfolio, if any, other than Money Market 
Portfolio, are declared and 
paid annually in December in additional full and fractional 
shares of the 
respective Portfolio.  Short-term capital gains of Money 
Market Portfolio--it 
does not anticipate realizing any long-term capital gains--
are declared and paid 
daily in additional full and fractional shares of that 
Portfolio. 
 
     You will find information in the SAI about Federal 
income tax 
considerations generally affecting the Portfolios. 
 
     Because the only shareholders of the Portfolios are the 
Participating 
Insurance Companies and their separate accounts, no 
discussion is included here 
as to the Federal income tax consequences to the Portfolios' 
shareholders.  For 
information concerning the Federal tax consequences to 
Policyowners, see the 
applicable prospectus for the Policy.  Prospective investors 
are urged to 
consult with their tax advisers. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
6300 Lamar Avenue 
P. O. Box 29217 
Shawnee Mission, Kansas  66201-9217 
 
PROSPECTUS 
May 1, 1999 
 
Custodian 
  UMB Bank, n. a. 
  Kansas City, Missouri 
 
Legal Counsel 
  Kirkpatrick & Lockhart LLP 
  1800 Massachusetts Avenue NW 
  Washington, D. C. 20036 
 
Independent Auditors 
  Deloitte & Touche LLP 
  1010 Grand Avenue 
  Kansas City, Missouri 64106-2232 
 
Investment Manager 
  Waddell & Reed Investment Management Company 
  6300 Lamar Avenue 
  P. O. Box 29217 
  Shawnee Mission, Kansas 66201-9217 
  (913) 236-2000 
  (800) 366-5465 
 
Accounting Services Agent 
  Waddell & Reed Services Company 
  6300 Lamar Avenue 
  P. O. Box 29217 
  Shawnee Mission, Kansas  66201-9217 
  (913) 236-2000 
  (800) 366-5465 
 
 
Our INTERNET address is: 
 http://www.waddell.com 
 
TABLE OF CONTENTS 
An Overview of the Portfolios..................    2 
The Investment Principles of the Portfolios....   20 
Financial Highlights...........................   29 
The Management of the Portfolios...............   40 
Purchases and Redemptions......................   43 
Net Asset Value................................   44 
Dividends and Distributions....................   44 
 
<PAGE> 
Target/United Funds, Inc. 
PROSPECTUS 
May 1, 1999 
 
You can get more information about the Portfolios in-- 
 
     . the Statement of Additional Information (SAI) dated 
May 1, 1999, which 
       contains detailed information about each Portfolio, 
particularly its 
       investment policies and practices.  You may not be 
aware of important 
       information about a Portfolio unless you read both 
the Prospectus and 
       the SAI.  The current SAI is on file with the 
Securities and Exchange 
       Commission (SEC) and it is incorporated into this 
Prospectus by 
       reference (that is, the SAI is legally part of the 
Prospectus). 
 
     . the Annual and Semiannual Reports to Shareholders, 
which detail each 
       Portfolio's actual investments and include financial 
statements as of 
       the close of the particular annual or semiannual 
period.  The annual 
       report also contains a discussion of the market 
conditions and 
       investment strategies that significantly affected the 
Portfolios' 
       performance during the year covered by the report. 
 
To request a copy of the current SAI or copies of the 
Portfolios' most recent 
Annual and Semiannual reports, without charge, or for other 
inquiries, contact 
the Fund or Waddell & Reed, Inc. at the address and 
telephone number below. 
Copies of the SAI, Annual and/or Semiannual Report may also 
be requested at 
[email protected]. 
 
Information about the Fund (including its current SAI and 
most recent Annual and 
Semiannual Reports) is available from the SEC's web site at 
http://www.sec.gov 
 
and from the SEC's Public Reference Room in Washington, D.C.  
You can find out 
about the operation of the Public Reference Room and 
applicable copying charges 
by calling 1-800-SEC-0330. 
 
The Fund's SEC file number is:  811-5017. 
 
WADDELL & REED, INC. 
6300 Lamar Avenue 
P. O. Box 29217 
Shawnee Mission, Kansas 66201-9217 
913-236-2000 
800-366-5465 
 
<PAGE> 
 
TARGET/UNITED FUNDS, 
INC........................................1 
 
AN OVERVIEW OF THE 
PORTFOLIOS...................................2 
 
ASSET STRATEGY 
PORTFOLIO........................................2 
 
PERFORMANCE.................................................
 ....4 
 
BALANCED 
PORTFOLIO..............................................5 
 
PERFORMANCE.................................................
 ....6 
 
BOND 
PORTFOLIO..................................................7 
 
PERFORMANCE.................................................
 ....8 
 
GROWTH 
PORTFOLIO................................................9 
 
PERFORMANCE.................................................
 ...10 
 
HIGH INCOME 
PORTFOLIO..........................................11 
 
PERFORMANCE.................................................
 ...12 
 
INCOME 
PORTFOLIO...............................................13 
 
PERFORMANCE.................................................
 ...14 
 
INTERNATIONAL 
PORTFOLIO........................................15 
 
PERFORMANCE.................................................
 ...16 
 
LIMITED-TERM BOND 
PORTFOLIO....................................17 
 
PERFORMANCE.................................................
 ...18 
 
MONEY MARKET 
PORTFOLIO.........................................19 
 
PERFORMANCE.................................................
 ...20 
 
SCIENCE AND TECHNOLOGY 
PORTFOLIO...............................21 
 
PERFORMANCE.................................................
 ...22 
 
SMALL CAP 
PORTFOLIO............................................23 
 
PERFORMANCE.................................................
 ...24 
 
THE INVESTMENT PRINCIPLES OF THE 
PORTFOLIOS....................25 
 Investment Goals, Principal Strategies and Other 
Investments .25 
 
THE MANAGEMENT OF THE 
PORTFOLIOS...............................50 
 Portfolio Management 
 .........................................50 
 Management and Other Fees 
 ....................................52 
 
PURCHASES AND 
REDEMPTIONS......................................53 
 
NET ASSET 
VALUE................................................54 
 
DIVIDENDS AND 
DISTRIBUTIONS....................................54 
 
<PAGE> 
                           TARGET/UNITED FUNDS, INC. 
                               6300 Lamar Avenue 
                                P. O. Box 29217 
 
                      Shawnee Mission, Kansas  66201-9217 
 
                                 (913) 236-2000 
                                 (800) 366-5465 
 
                                  May 1, 1999 
 
                      STATEMENT OF ADDITIONAL INFORMATION 
 
     This Statement of Additional Information (the "SAI") is 
not a prospectus. 
Investors should read this SAI in conjunction with the 
prospectus (the 
"Prospectus") of Target/United Funds, Inc. (the "Fund") 
dated May 1, 1999, which 
may be obtained by request to the Fund or Waddell & Reed, 
Inc. at the address or 
telephone number shown above. 
 
 
                               TABLE OF CONTENTS 
 
     Performance Information ..........................    2 
 
     Investment Strategies, Policies and Practices.....    5 
 
     Investment Management and Other Services .........   50 
 
     Net Asset Value ..................................   54 
 
     Directors and Officers ...........................   57 
 
     Purchases and Redemptions ........................   63 
 
     Shareholder Communications .......................   64 
 
     Taxes ............................................   64 
 
     Dividends and Distributions ......................   70 
 
     Portfolio Transactions and Brokerage .............   70 
 
     Other Information ................................   74 
 
     Appendix A .......................................   77 
 
     Financial Statements .............................   86 
 
<PAGE> 
 
     Target/United Funds, Inc. is a mutual fund; an 
investment that pools 
 
shareholders' money and invests it toward a specified goal.  
In technical terms, 
the Fund is an open-end, diversified management company 
organized as a Maryland 
corporation on December 2, 1986.  The Fund sells its shares 
only to the separate 
accounts of Participating Insurance Companies to fund 
certain variable life 
insurance policies and variable annuity contracts 
("Policies"). 
 
                            PERFORMANCE INFORMATION 
 
     From time to time, advertisements and sales materials 
for one or more of 
the Portfolios may include total return information, yield 
information and/or 
performance rankings.  Performance data will be accompanied 
by or used in 
calculating performance data for the respective separate 
accounts that invest in 
the Portfolio. 
 
Total Return 
 
     The following relates to each Portfolio other than 
Money Market Portfolio. 
Total return is the overall change in the value of an 
investment over a given 
period of time.  An average annual total return quotation is 
computed by finding 
the average annual compounded rates of return over the one-, 
five-, and ten-year 
periods that would equate the initial amount invested to the 
ending redeemable 
value.  Total return is calculated by assuming an initial 
$1,000 investment.  No 
sales charge is required to be paid by the Participating 
Insurance Companies for 
purchase of shares.  All dividends and distributions are 
assumed to be 
reinvested at net asset value as of the day the dividend or 
distribution is 
paid.  The formula used to calculate the total return is: 
 
                n 
        P(1 + T)  = ERV 
 
       Where :  P = $1,000 initial payment 
                T = Average annual total return 
                n = Number of years 
              ERV = Ending redeemable value of the $1,000 
investment for the 
                    periods shown. 
 
     The average annual total return quotations as of 
December 31, 1998, which 
is the most recent balance sheet included in this SAI, for 
the periods shown 
were as follows: 
 
                               One-year    Five-year    Ten-
year 
                             period from  period from Period 
from 
                              1-1-98 to    1-1-94 to   1-1-
89 to 
                               12-31-98    12-31-98     12-
31-98 
                             -----------  ----------- ------
- ----- 
Asset Strategy Portfolio          9.95%       8.59%* 
Balanced Portfolio                8.67%      13.04%** 
Bond Portfolio                    7.35%       6.81%        
8.83% 
Growth Portfolio                 27.31%      19.78%       
18.77% 
High Income Portfolio             1.95%       8.54%        
9.35% 
Income Portfolio                 21.14%      18.94%       
17.91%*** 
International Portfolio          33.89%      15.19%** 
Limited-Term Bond Portfolio       6.66%       6.73%** 
Science and Technology Portfolio 46.05%      35.49%**** 
Small Cap Portfolio              10.87%      22.03%** 
 
   *Period from May 1, 1995, date of initial offering, to 
December 31, 1998. 
  **Period from May 3, 1994, date of initial offering, to 
December 31, 1998. 
 ***Period from July 16, 1991, date of initial offering, to 
December 31, 1998. 
****Period from April 4, 1997, date of initial offering, to 
December 31, 1998. 
 
     Unaveraged or cumulative total return may also be 
quoted.  Such total 
return data reflects the change in value of an investment 
over a stated period 
of time.  Cumulative total returns will be calculated 
according to the formula 
indicated above but without averaging the rate for the 
number of years in the 
period.  The Fund may also provide non-standardized 
performance information. 
 
Yield 
 
     The following relates to Bond Portfolio, High Income 
Portfolio and Limited- 
Term Bond Portfolio.  A yield quoted for a Portfolio is 
computed by dividing the 
net investment income per share earned during the period for 
which the yield is 
shown by the maximum offering price per share on the last 
day of that period 
according to the following formula: 
 
                                  6 
          Yield = 2((((a-b)/cd)+1)  -1) 
 
     Where:    a =  dividends and interest earned during the 
period. 
               b =  expenses accrued for the period (net of 
reimbursements). 
               c =  the average daily number of shares 
outstanding during the 
                    period that were entitled to receive 
dividends. 
               d =  the maximum offering price per share on 
the last day of the 
                    period. 
 
     The yield computed according to the formula for the 30-
day period ended on 
December 31, 1998, the date of the most recent balance sheet 
included in this 
SAI, is as follows: 
 
          Bond Portfolio                5.56% 
          High Income Portfolio         9.59% 
          Limited-Term Bond Portfolio   6.02% 
 
     The following relates to Money Market Portfolio.  There 
are two methods by 
which Money Market Portfolio's yield for a specified time is 
calculated.  The 
first method, which results in an amount referred to as the 
"current yield," 
assumes an account containing exactly one share at the 
beginning of the period. 
The net asset value of this share will be $1.00 except under 
extraordinary 
circumstances.  The net change in the value of the account 
during the period is 
then determined by subtracting this beginning value from the 
value of the 
account at the end of the period which will include all 
dividends accrued; 
however, capital changes are excluded from the calculation, 
i.e., realized gains 
and losses from the sale of securities and unrealized 
appreciation and 
depreciation.  However, so that the change will not reflect 
the capital changes 
to be excluded, the dividends used in the yield computation 
may not be the same 
as the dividends actually declared, as certain realized 
gains and losses and, 
under unusual circumstances, unrealized gains and losses 
(see "Purchases and 
Redemptions"), will be taken into account in the calculation 
of dividends 
actually declared.  Instead, the dividends used in the yield 
calculation will be 
those which would have been declared if the capital changes 
had not affected the 
dividends. 
 
     This net change in the account value is then divided by 
the value of the 
account at the beginning of the period (i.e., normally $1.00 
as discussed above) 
and the resulting figure (referred to as the "base period 
return") is then 
annualized by multiplying it by 365 and dividing it by the 
number of days in the 
period with the resulting current yield figure carried to at 
least the nearest 
hundredth of one percent. 
 
     The second method results in a figure referred to as 
the "effective yield." 
This represents an annualization of the current yield with 
dividends reinvested 
daily.  Effective yield is calculated by compounding the 
base period return by 
adding 1, raising the sum to a power equal to 365 divided by 
7, and subtracting 
1 from the result and rounding the result to the nearest 
hundredth of one 
percent according to the following formula: 
 
                                                 365/7 
     EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)]      -1 
 
     The Money Market Portfolio's current yield as 
calculated above for the 
seven days ended December 31, 1998, the date of the most 
recent balance sheet 
included in this SAI, was % and its effective yield 
calculated for the same 
period was %. 
 
Performance Rankings 
 
     The following relates to each of the Portfolios.  From 
time to time, 
advertisements and information furnished to present or 
prospective Policyholders 
may include performance rankings as published by recognized 
independent mutual 
fund statistical services such as Lipper Analytical 
Services, Inc., or by 
publications of general interest such as Forbes, Money, The 
Wall Street Journal, 
 
Business Week, Barron's, Fortune or Morningstar Mutual Fund 
Values.  A 
 
Portfolio's performance may also be compared to that of 
other selected mutual 
funds or recognized market indicators such as the Standard & 
Poor's 500 
Composite Stock Price Index and the Dow Jones Industrial 
Average.  Performance 
information may be quoted numerically or presented in a 
table, graph or other 
illustration.  In connection with a ranking, the Fund may 
provide additional 
information, such as the particular category to which it 
related, the number of 
funds in the category, the criteria upon which the ranking 
is based, and the 
effect of sales charges, fee waivers and/or expense 
reimbursements. 
 
General 
 
     Change in yields primarily reflect different interest 
rates received by a 
Portfolio as its portfolio securities change.  Yield is also 
affected by 
portfolio quality, portfolio maturity, type of securities 
held and operating 
expense ratio. 
 
     All performance information included in advertisements 
or sales material is 
historical in nature and is not intended to represent or 
guarantee future 
results.  The value of a Portfolio's shares when redeemed 
may be more or less 
than their original cost. 
 
                 INVESTMENT STRATEGIES, POLICIES AND 
PRACTICES 
 
     This SAI supplements the information contained in the 
Prospectus and 
contains more detailed information about the investment 
strategies and policies 
the Fund's investment manager, Waddell & Reed Investment 
Management Company (the 
"Manager"), may employ and the types of instruments in which 
a Portfolio may 
invest, in pursuit of the Portfolio's goal(s).  A summary of 
the risks 
associated with these instrument types and investment 
practices is included as 
well. 
 
     The Manager might not buy all of these instruments or 
use all of these 
techniques, or use them to the full extent permitted by a 
Portfolio's investment 
policies and restrictions.  The Manager buys an instrument 
or uses a technique 
only if it believes that doing so will help a Portfolio 
achieve its goal(s). 
See "Investment Restrictions" for a listing of the 
fundamental and non- 
fundamental (e.g., operating) investment restrictions and 
policies of the 
Portfolios. 
 
Asset Strategy Portfolio 
 
     Asset Strategy Portfolio allocates its assets among the 
following classes, 
or types, of investments: 
 
     The short-term class includes all types of domestic and 
foreign securities 
and money market instruments with remaining maturities of 
three years or less. 
The Manager will seek to maximize total return within the 
short-term asset class 
by taking advantage of yield differentials between different 
instruments, 
issuers, and currencies.  Short-term instruments may include 
corporate debt 
securities, such as commercial paper and notes; U.S. 
Government securities or 
securities issued by foreign governments or their agencies 
or instrumentalities; 
bank deposits and other financial institution obligations; 
repurchase agreements 
involving any type of security; and other similar short-term 
instruments.  These 
instruments may be denominated in U.S. dollars or foreign 
currency. 
 
     The bond class includes all varieties of domestic and 
foreign fixed-income 
securities with maturities greater than three years.  The 
Manager seeks to 
maximize total return within the bond class by adjusting the 
Portfolio's 
investments in securities with different credit qualities, 
maturities, and 
coupon or dividend rates, and by seeking to take advantage 
of yield 
differentials between securities.  Securities in this class 
may include bonds, 
notes, adjustable-rate preferred stocks, convertible bonds, 
mortgage-related and 
asset-backed securities, domestic and foreign government and 
government agency 
securities, zero coupon securities, and other intermediate 
and long-term 
securities.  As with the short-term class, these securities 
may be denominated 
in U.S. dollars or foreign currency.  The Portfolio may also 
invest in lower- 
quality, high-yield debt securities.  The Portfolio may not 
invest more than 35% 
of its total assets in these securities. 
 
     The stock class includes domestic and foreign equity 
securities of all 
types (other than adjustable-rate preferred stocks, which 
are included in the 
bond class).  The Manager seeks to maximize total return 
within this asset class 
by actively allocating assets to industry sectors expected 
to benefit from major 
trends, and to individual stocks that the Manager believes 
to have superior 
growth potential.  Securities in the stock class may include 
common stocks, 
fixed-rate preferred stocks (including convertible preferred 
stocks), warrants, 
rights, depository receipts, securities of closed-end 
investment companies, and 
other equity securities issued by companies of any size, 
located world-wide. 
 
     The Manager intends to take advantage of yield 
differentials by considering 
the purchase or sale of instruments when differentials on 
spreads between 
various grades and maturities of such instruments approach 
extreme levels 
relative to long-term norms. 
 
     In making asset allocation decisions, the Manager 
typically evaluates 
projections of risk, market conditions, economic conditions, 
volatility, yields, 
and returns. 
 
     The ability of Asset Strategy Portfolio to purchase and 
hold precious 
metals such as gold, silver and platinum may allow it to 
benefit from a 
potential increase in the price of precious metals or 
stability in the price of 
such metals at a time when the value of securities may be 
declining.  For 
example, during periods of declining stock prices, the price 
of gold may 
increase or remain stable, while the value of the stock 
market may be subject to 
a general decline. 
 
     Precious metals prices are affected by various factors, 
such as economic 
conditions, political events and monetary policies.  As a 
result, the price of 
gold, silver or platinum may fluctuate widely.  The sole 
source of return to 
Asset Strategy Portfolio from such investments will be gains 
realized on sales; 
a negative return will be realized if the metal is sold at a 
loss.  Investments 
in precious metals do not provide a yield.  Asset Strategy 
Portfolio's direct 
investment in precious metals may be limited by tax 
considerations.  See "Taxes" 
below. 
 
High Income Portfolio 
 
     High Income Portfolio may invest in certain high-yield, 
high-risk, non- 
investment grade debt securities (commonly referred to as 
"junk bonds").  The 
market for such securities may differ from that for 
investment grade debt 
securities.  See the discussion below for information about 
the risks associated 
with non-investment grade debt securities.  See Appendix A 
to this SAI for a 
description of bond ratings. 
 
Money Market Portfolio 
 
     Money Market Portfolio may invest in the money market 
obligations and 
instruments listed below.  Under Rule 2a-7 ("Rule 2a-7") of 
the Investment 
Company Act of 1940, as amended (the "1940 Act"), 
investments are limited to 
those that are U.S. dollar denominated and that are rated in 
one of the two 
highest rating categories by the requisite nationally 
recognized statistical 
rating organization(s) ("NRSRO(s)"), as defined in Rule 2a-
7, or are comparable 
unrated securities.  See Appendix A to this SAI for a 
description of some of 
these ratings.  In general, Rule 2a-7 also limits 
investments in securities of 
any one issuer (except securities issued or guaranteed by 
the U.S. Government or 
its agencies or instrumentalities ("U.S. Government 
securities")) to no more 
than 5% of the Portfolio's assets.  Investments in 
securities rated in the 
second highest rating category by the requisite NRSRO(s) or 
comparable unrated 
securities are limited to no more than 5% of the Portfolio's 
assets, with 
investments in such securities of any one issuer (except 
U.S. Government 
securities) being limited to the greater of one percent of 
the Portfolio's 
assets or $1,000,000.  Under Rule 2a-7, the Portfolio may 
only invest in 
securities with a remaining maturity of not more than 397 
calendar days, as 
further described in the Rule. 
 
     (1)  U.S. Government Securities:  See "U.S. Government 
Securities." 
 
     (2)  Bank Obligations and Instruments Secured Thereby:  
Subject to the 
limitations described above, time deposits, certificates of 
deposit, bankers' 
acceptances and other bank obligations if they are 
obligations of a bank subject 
to regulation by the U.S. Government (including obligations 
issued by foreign 
branches of these banks) or obligations issued by a foreign 
bank having total 
assets equal to at least U.S. $500,000,000, and instruments 
secured by any such 
obligation.  A "bank" includes commercial banks and savings 
and loan 
associations.  Time deposits are monies kept on deposit with 
U.S. banks or other 
U.S. financial institutions for a stated period of time at a 
fixed rate of 
interest.  At present, bank time deposits are not considered 
by the Board of 
Directors or the Manager, to be readily marketable.  There 
may be penalties for 
the early withdrawal of such time deposits, in which case, 
the yield of these 
investments will be reduced. 
 
     (3)  Commercial Paper Obligations Including Variable 
Amount Master Demand 
Notes:  Commercial paper rated as described above.  See 
Appendix A to this SAI 
for a description of some of these ratings.  A variable 
amount master demand 
note represents a borrowing arrangement under a letter 
agreement between a 
commercial paper issuer and an institutional investor. 
 
     (4)  Corporate Debt Obligations:  Corporate debt 
obligations if they are 
rated as described above.  See Appendix A to this SAI for a 
description of some 
of these bond ratings. 
 
     (5)  Canadian Government Obligations:  Obligations of, 
or obligations 
guaranteed by, the Government of Canada, a Province of 
Canada or any agency, 
instrumentality or political subdivision of that Government 
or any Province. 
The Portfolio will not invest in Canadian Government 
obligations if more than 
10% of the value of its total assets would then be so 
invested, subject to the 
diversification requirements applicable to the Money Market 
Portfolio. 
 
     (6)  Certain Other Obligations:  Obligations other than 
those listed in (1) 
through (5) (such as municipal obligations) only if any such 
other obligation is 
guaranteed as to principal and interest by either a bank or 
a corporation whose 
securities the Portfolio is eligible to hold under the Rule. 
 
     The value of the obligations and instruments in which 
the Portfolio invests 
will fluctuate depending in large part on changes in 
prevailing interest rates. 
If these rates go up after the Portfolio buys an obligation 
or instrument, its 
value may go down; if these rates go down, its value may go 
up.  Changes in 
interest rates will be more quickly reflected in the yield 
of a portfolio of 
short-term obligations than in the yield of a portfolio of 
long-term 
obligations. 
 
Securities - General 
 
     The main types of securities in which the Portfolios 
may invest include 
common stock, preferred stock, debt securities and 
convertible securities. 
Although common stocks and other equity securities have a 
history of long-term 
growth in value, their prices tend to fluctuate in the short 
term, particularly 
those of smaller companies.  The equity securities in which 
a Portfolio (other 
than Money Market Portfolio) invests may include preferred 
stock that converts 
into common stock.  Each of the Portfolios (other than Money 
Market Portfolio) 
may invest in preferred stock that is rated by an 
established rating service or, 
if unrated, judged by the Manager to be of equivalent 
quality.  Debt securities 
have varying levels of sensitivity to changes in interest 
rates and varying 
degrees of quality.  As a general matter, however, when 
interest rates rise, the 
values of fixed-rate securities fall and, conversely, when 
interest rates fall, 
the values of fixed-rate debt rise.  Similarly, long-term 
bonds are generally 
more sensitive to interest rate changes than shorter-term 
bonds. 
 
     Lower quality debt securities (commonly called "junk 
bonds") are considered 
to be speculative and involve greater risk of default or 
price changes due to 
changes in the issuer's creditworthiness.  The market prices 
of these securities 
may fluctuate more than high-quality securities and may 
decline significantly in 
periods of general economic difficulty.  The market for 
lower-rated debt 
securities may be thinner and less active than that for 
higher-rated debt 
securities, which can adversely affect the prices at which 
the former are sold. 
Adverse publicity and changing investor perceptions may 
decrease the values and 
liquidity of lower-rated debt securities, especially in a 
thinly traded market. 
Valuation becomes more difficult and judgment plays a 
greater role in valuing 
lower-rated debt securities than with respect to securities 
for which more 
external sources of quotations and last sale information are 
available.  Since 
the risk of default is higher for lower-rated debt 
securities, the Manager's 
research and credit analysis are an especially important 
part of managing 
securities of this type held by a Portfolio.  The Manager 
continuously monitors 
the issuers of lower-rated debt securities in each portfolio 
in an attempt to 
determine if the issuers will have sufficient cash flow and 
profits to meet 
required principal and interest payments.  The Fund may 
choose, at its expense 
or in conjunction with others, to pursue litigation or 
otherwise exercise its 
rights as a security holder to seek to protect the interests 
of security holders 
if it determines this to be in the best interest of the 
shareholders of the 
affected Portfolio(s). 
 
     Subject to its investment restrictions, a Portfolio 
(other than Money 
Market Portfolio) may invest in debt securities rated in any 
rating category of 
the established rating services, including securities rated 
in the lowest 
category (such as those rated D by Standard & Poor's ("S&P") 
and C by Moody's 
Investors Service, Inc. ("MIS")).  Debt securities rated D 
by S&P or C by MIS 
are in payment default or are regarded as having extremely 
poor prospects of 
ever attaining any real investment standing.  Debt 
securities rated at least BBB 
by S&P or Baa by MIS are considered to be investment grade 
debt securities. 
Securities rated BBB or Baa may have speculative 
characteristics.  In addition, 
a Portfolio will treat unrated securities judged by the 
Manager to be of 
equivalent quality to a rated security having that rating. 
 
     While credit ratings are only one factor the Manager 
relies on in 
evaluating high-yield debt securities, certain risks are 
associated with credit 
ratings.  Credit ratings evaluate the safety of principal 
and interest payments, 
not market value risk.  Credit ratings for individual 
securities may change from 
time to time, and a Portfolio may retain a portfolio 
security whose rating has 
been changed. 
 
     Each of the Portfolios (other than Money Market 
Portfolio) may purchase 
debt securities whose principal amount at maturity is 
dependent upon the 
performance of a specified equity security.  The issuer of 
such debt securities, 
typically an investment banking firm, is unaffiliated with 
the issuer of the 
equity security to whose performance the debt security is 
linked.  Equity-linked 
debt securities differ from ordinary debt securities in that 
the principal 
amount received at maturity is not fixed, but is based on 
the price of the 
linked equity security at the time the debt security 
matures.  The performance 
of equity-linked debt securities depends primarily on the 
performance of the 
linked equity security and may also be influenced by 
interest rate changes.  In 
addition, although the debt securities are typically 
adjusted for diluting 
events such as stock splits, stock dividends and certain 
other events affecting 
the market value of the linked equity security, the debt 
securities are not 
adjusted for subsequent issuances of the linked equity 
security for cash.  Such 
an issuance could adversely affect the price of the debt 
security.  In addition 
to the equity risk relating to the linked equity security, 
such debt securities 
are also subject to credit risk with regard to the issuer of 
the debt security. 
In general, however, such debt securities are less volatile 
than the equity 
securities to which they are linked. 
 
     Each of the Portfolios (other than Money Market 
Portfolio) may invest in 
convertible securities.  A convertible security is a bond, 
debenture, note, 
preferred stock or other security that may be converted into 
or exchanged for a 
prescribed amount of common stock of the same or different 
issuer within a 
particular period of time at a specified price or formula.  
Convertible 
securities generally have higher yields than common stocks 
of the same or 
similar issuers, but lower yields than comparable 
nonconvertible securities, are 
less subject to fluctuation in value than the underlying 
stock because they have 
fixed income characteristics, and provide the potential for 
capital appreciation 
if the market price of the underlying common stock 
increases. 
 
     The value of a convertible security is influenced by 
changes in interest 
rates, with investment value declining as interest rates 
increase and increasing 
as interest rates decline.  The credit standing of the 
issuer and other factors 
also may have an effect on the convertible security's 
investment value. 
 
     The Portfolios (other than Money Market Portfolio) may 
also invest in a 
type of convertible preferred stock that pays a cumulative, 
fixed dividend that 
is senior to, and expected to be in excess of, the dividends 
paid on the common 
stock of the issuer.  At the mandatory conversion date, the 
preferred stock is 
converted into not more than one share of the issuer's 
common stock at the "call 
price" that was established at the time the preferred stock 
was issued.  If the 
price per share of the related common stock on the mandatory 
conversion date is 
less than the call price, the holder of the preferred stock 
will nonetheless 
receive only one share of common stock for each share of 
preferred stock (plus 
cash in the amount of any accrued but unpaid dividends).  At 
any time prior to 
the mandatory conversion date, the issuer may redeem the 
preferred stock upon 
issuing to the holder a number of shares of common stock 
equal to the call price 
of the preferred stock in effect on the date of redemption 
divided by the market 
value of the common stock, with such market value typically 
determined one or 
two trading days prior to the date notice of redemption is 
given.  The issuer 
must also pay the holder of the preferred stock cash in an 
amount equal to any 
accrued but unpaid dividends on the preferred stock.  This 
convertible preferred 
stock is subject to the same market risk as the common stock 
of the issuer, 
except to the extent that such risk is mitigated by the 
higher dividend paid on 
the preferred stock.  The opportunity for equity 
appreciation afforded by an 
investment in such convertible preferred stock, however, is 
limited, because in 
the event the market value of the issuer's common stock 
increases to or above 
the call price of the preferred stock, the issuer may (and 
would be expected to) 
call the preferred stock for redemption at the call price.  
This convertible 
preferred stock is also subject to credit risk with regard 
to the ability of the 
issuer to pay the dividend established upon issuance of the 
preferred stock. 
Generally, convertible preferred stock is less volatile than 
the related common 
stock of the issuer. 
 
Specific Securities and Investment Practices 
 
  U.S. Government Securities 
 
     U.S. Government securities are high quality debt 
instruments issued or 
guaranteed as to principal or interest by the U.S. Treasury 
or an agency or 
instrumentality of the U.S. Government.  These securities 
include Treasury Bills 
(which mature within one year of the date they are issued), 
Treasury Notes 
(which have maturities of one to ten years) and Treasury 
Bonds (which generally 
have maturities of more than 10 years).  All such Treasury 
securities are backed 
by the full faith and credit of the United States. 
 
     U.S. Government agencies and instrumentalities that 
issue or guarantee 
securities include, but are not limited to, the Federal 
Housing Administration, 
Fannie Mae (formerly, the Federal National Mortgage 
Association), Farmers Home 
Administration, Export-Import Bank of the United States, 
Small Business 
Administration, Government National Mortgage Association 
("Ginnie Mae"), General 
Services Administration, Central Bank for Cooperatives, 
Federal Home Loan Banks, 
Federal Home Loan Mortgage Corporation ("Freddie Mac"), Farm 
Credit Banks, 
Maritime Administration, the Tennessee Valley Authority, the 
Resolution Funding 
Corporation and the Student Loan Marketing Association. 
 
     Securities issued or guaranteed by U.S. Government 
agencies and 
instrumentalities are not always supported by the full faith 
and credit of the 
United States.  Some, such as securities issued by the 
Federal Home Loan Banks, 
are backed by the right of the agency or instrumentality to 
borrow from the 
Treasury.  Others, such as securities issued by Fannie Mae, 
are supported only 
by the credit of the instrumentality and by a pool of 
mortgage assets.  If the 
securities are not backed by the full faith and credit of 
the United States, the 
owner of the securities must look principally to the agency 
issuing the 
obligation for repayment and may not be able to assert a 
claim against the 
United States in the event that the agency or 
instrumentality does not meet its 
commitment. 
 
     U.S. Government securities may include mortgage-backed 
securities issued by 
U.S. Government agencies or instrumentalities including, but 
not limited to, 
Ginnie Mae, Freddie Mac and Fannie Mae.  These mortgage-
backed securities 
include pass-through securities, participation certificates 
and collateralized 
mortgage obligations.  See "Mortgage-Backed and Asset-Backed 
Securities." 
Timely payment of principal and interest on Ginnie Mae pass-
throughs is 
guaranteed by the full faith and credit of the United 
States.  Freddie Mac and 
Fannie Mae are both instrumentalities of the U.S. 
Government, but their 
obligations are not backed by the full faith and credit of 
the United States. 
It is possible that the availability and the marketability 
(i.e., liquidity) of 
the securities discussed in this section could be adversely 
affected by actions 
of the U.S. Government to tighten the availability of its 
credit. 
 
  Money Market Instruments 
 
     Money market instruments are high-quality, short-term 
debt instruments that 
present minimal credit risk.  They may include U.S. 
Government securities, 
commercial paper and other short-term corporate obligations, 
and certificates of 
deposit and other financial institution obligations.  These 
instruments may 
carry fixed or variable interest rates. 
 
  Bank Deposits 
 
     Among the other debt securities in which the Portfolios 
may invest are 
deposits in banks (represented by certificates of deposit or 
other evidence of 
deposit issued by such banks) of varying maturities.  The 
Federal Deposit 
Insurance Corporation insures the principal of certain such 
deposits, currently 
to the extent of $100,000 per bank.  Bank deposits are not 
marketable, and a 
Portfolio may invest in them only within the 10% limit 
mentioned below under 
"Investment Restrictions and Limitations" (15% limit for 
Asset Strategy 
Portfolio) unless such obligations are payable at principal 
amount plus accrued 
interest on demand or within seven days after demand. 
 
  Zero Coupon Securities 
 
     Zero coupon securities are debt obligations that do not 
entitle the holder 
to any periodic payment of interest prior to maturity or 
that specify a future 
date when the securities begin to pay current interest; 
instead, they are sold 
at a deep discount from their face value and are redeemed at 
face value when 
they mature.  Because zero coupon securities do not pay 
current income, their 
prices can be very volatile when interest rates change and 
generally are subject 
to greater price fluctuations in response to changing 
interest rates than prices 
of comparable maturities that make current distributions of 
interest in cash. 
 
     A Portfolio may invest in zero coupon securities that 
are "stripped" U.S. 
Treasury notes and bonds, zero coupon bonds of corporate 
issuers and other 
securities that are issued with original issue discount 
("OID").  The Federal 
tax law requires that a holder of a security with OID accrue 
a ratable portion 
of the OID on the security as income each year, even though 
the holder may 
receive no interest payment on the security during the year.  
Accordingly, 
although a Portfolio will receive no payments on its zero 
coupon securities 
prior to their maturity or disposition, it will have current 
income attributable 
to those securities and includable in the dividends paid to 
its shareholders. 
Those dividends will be paid from a Portfolio's cash assets 
or by liquidation of 
portfolio securities, if necessary, at a time when a 
Portfolio otherwise might 
not have done so. 
 
     A broker-dealer creates a derivative zero by separating 
the interest and 
principal components of a U.S. Treasury security and selling 
them as two 
individual securities.  CATS (Certificates of Accrual on 
Treasury Securities), 
TIGRs (Treasury Investment Growth Receipts), and TRs 
(Treasury Receipts) are 
examples of derivative zeros. 
 
     A Federal Reserve Bank creates STRIPS (Separate Trading 
of Registered 
Interest and Principal of Securities) by separating the 
interest and principal 
components of an outstanding U.S. Treasury bond and selling 
them as individual 
securities.  Bonds issued by the Resolution Funding 
Corporation (REFCORP) and 
the Financing Corporation (FICO) can also be separated in 
this fashion. 
Original issue zeros are zero coupon securities originally 
issued by the U.S. 
Government, a government agency, or a corporation in zero 
coupon form. 
 
  Municipal Obligations 
 
     Municipal obligations are issued by a wide range of 
state and local 
governments, agencies and authorities for various purposes.  
The two main kinds 
of municipal bonds are "general obligation" bonds and 
"revenue" bonds.  In 
"general obligation" bonds, the issuer has pledged its full 
faith, credit and 
taxing power for the payment of principal and interest.  
"Revenue" bonds are 
payable only from specific sources; these may include 
revenues from a particular 
facility or class of facilities or special tax or other 
revenue source. 
Industrial development bonds are revenue bonds issued by or 
on behalf of public 
authorities to obtain funds to finance privately operated 
facilities.  Their 
credit quality is generally dependent on the credit standing 
of the company 
involved. 
 
  Mortgage-Backed and Asset-Backed Securities 
 
     Mortgage-Backed Securities.  Mortgage-backed securities 
represent direct or 
indirect participations in, or are secured by and payable 
from, mortgage loans 
secured by real property and include single- and multi-class 
pass-through 
securities and collateralized mortgage obligations.  Multi-
class pass-through 
securities and collateralized mortgage obligations are 
collectively referred to 
in this SAI as "CMOs."  Some CMOs are directly supported by 
other CMOs, which in 
turn are supported by mortgage pools.  Investors typically 
receive payments out 
of the interest and principal on the underlying mortgages.  
The portions of the 
payments that investors receive, as well as the priority of 
their rights to 
receive payments, are determined by the specific terms of 
the CMO class. 
 
     The U.S. Government mortgage-backed securities in which 
the Portfolios may 
invest include mortgage-backed securities issued or 
guaranteed as to the payment 
of principal and interest (but not as to market value) by 
Ginnie Mae, Fannie Mae 
or Freddie Mac.  Other mortgage-backed securities are issued 
by private issuers, 
generally originators of and investors in mortgage loans, 
including savings 
associations, mortgage bankers, commercial banks, investment 
bankers and special 
purpose entities.  Payments of principal and interest (but 
not the market value) 
of such private mortgage-backed securities may be supported 
by pools of mortgage 
loans or other mortgage-backed securities that are 
guaranteed, directly or 
indirectly, by the U.S. Government or one of its agencies or 
instrumentalities, 
or they may be issued without any government guarantee of 
the underlying 
mortgage assets but with some form of non-government credit 
enhancement.  These 
credit enhancements do not protect investors from changes in 
market value. 
 
     The Portfolios may purchase mortgage-backed securities 
issued by both 
government and non-government entities such as banks, 
mortgage lenders or other 
financial institutions.  Other types of mortgage-backed 
securities will likely 
be developed in the future, and a Portfolio may invest in 
them if the Manager 
determines they are consistent with the Portfolio's goal(s) 
and investment 
policies. 
 
     Stripped Mortgage-Backed Securities.  Stripped 
mortgage-backed securities 
are created when a U.S. Government agency or a financial 
institution separates 
the interest and principal components of a mortgage-backed 
security and sells 
them as individual securities.  The holder of the 
"principal-only" security 
("PO") receives the principal payments made by the 
underlying mortgage-backed 
security, while the holder of the "interest-only" security 
("IO") receives 
interest payments from the same underlying security. 
 
     For example, interest-only ("IO") classes are entitled 
to receive all or a 
portion of the interest, but none (or only a nominal amount) 
of the principal 
payments, from the underlying mortgage assets.  If the 
mortgage assets 
underlying an IO experience greater than anticipated 
principal prepayments, then 
the total amount of interest allocable to the IO class, and 
therefore the yield 
to investors, generally will be reduced.  In some instances, 
an investor in an 
IO may fail to recoup all of the investor's initial 
investment, even if the 
security is government guaranteed or considered to be of the 
highest quality. 
Conversely, principal-only ("PO") classes are entitled to 
receive all or a 
portion of the principal payments, but none of the interest, 
from the underlying 
mortgage assets.  PO classes are purchased at substantial 
discounts from par, 
and the yield to investors will be reduced if principal 
payments are slower than 
expected.  IOs, POs and other CMOs involve special risks, 
and evaluating them 
requires special knowledge. 
 
     Asset-Backed Securities.  Asset-backed securities have 
structural 
characteristics similar to mortgage-backed securities, as 
discussed above. 
However, the underlying assets are not first lien mortgage 
loans or interests 
therein, but include assets such as motor vehicle 
installment sales contracts, 
other installment sale contracts, home equity loans, leases 
of various types of 
real and personal property and receivables from revolving 
credit (credit card) 
agreements.  Such assets are securitized through the use of 
trusts or special 
purpose corporations.  Payments or distributions of 
principal and interest may 
be guaranteed up to a certain amount and for a certain time 
period by a letter 
of credit or pool insurance policy issued by a financial 
institution 
unaffiliated with the issuer, or other credit enhancements 
may be present.  The 
value of asset-backed securities may also depend on the 
creditworthiness of the 
servicing agent for the loan pool, the originator of the 
loans or the financial 
institution providing the credit enhancement. 
 
     Special Characteristics of Mortgage-Backed and Asset-
Backed Securities. 
The yield characteristics of mortgage-backed and asset-
backed securities differ 
from those of traditional debt securities.  Among the major 
differences are that 
interest and principal payments are made more frequently, 
usually monthly, and 
that principal may be prepaid at any time because the 
underlying mortgage loans 
or other obligations generally may be prepaid at any time.  
Prepayments on a 
pool of mortgage loans are influenced by a variety of 
economic, geographic, 
social and other factors, including changes in mortgagors' 
housing needs, job 
transfers, unemployment, mortgagors' net equity in the 
mortgaged properties and 
servicing decisions.  Generally, however, prepayments on 
fixed-rate mortgage 
loans will increase during a period of falling interest 
rates and decrease 
during a period of rising interest rates.  Similar factors 
apply to prepayments 
on asset-backed securities, but the receivables underlying 
asset-backed 
securities generally are of a shorter maturity and thus are 
likely to experience 
substantial prepayments.  Such securities, however, often 
provide that for a 
specified time period the issuers will replace receivables 
in the pool that are 
repaid with comparable obligations.  If the issuer is unable 
to do so, repayment 
of principal on the asset-backed securities may commence at 
an earlier date. 
 
     The rate of interest on mortgage-backed securities is 
lower than the 
interest rates paid on the mortgages included in the 
underlying pool due to the 
annual fees paid to the servicer of the mortgage pool for 
passing through 
monthly payments to certificate holders and to any 
guarantor, and due to any 
yield retained by the issuer.  Actual yield to the holder 
may vary from the 
coupon rate, even if adjustable, if the mortgage-backed 
securities are purchased 
or traded in the secondary market at a premium or discount.  
In addition, there 
is normally some delay between the time the issuer receives 
mortgage payments 
from the servicer and the time the issuer makes the payments 
on the mortgage- 
backed securities, and this delay reduces the effective 
yield to the holder of 
such securities. 
 
     Yields on pass-through securities are typically quoted 
by investment 
dealers and vendors based on the maturity of the underlying 
instruments and the 
associated average life assumption.  The average life of 
pass-through pools 
varies with the maturities of the underlying mortgage loans.  
A pool's term may 
be shortened by unscheduled or early payments of principal 
on the underlying 
mortgages.  Because prepayment rates of individual pools 
vary widely, it is not 
possible to predict accurately the average life of a 
particular pool.  In the 
past, a common industry practice has been to assume that 
prepayments on pools of 
fixed rate 30-year mortgages would result in a 12-year 
average life for the 
pool.  At present, mortgage pools, particularly those with 
loans with other 
maturities or different characteristics, are priced on an 
assumption of average 
life determined for each pool.  In periods of declining 
interest rates, the rate 
of prepayment tends to increase, thereby shortening the 
actual average life of a 
pool of mortgage-related securities.  Conversely, in periods 
of rising interest 
rates, the rate of prepayment tends to decrease, thereby 
lengthening the actual 
average life of the pool.  Changes in the rate or "speed" of 
these prepayments 
can cause the value of the mortgage-backed securities to 
fluctuate rapidly. 
However, these effects may not be present, or may differ in 
degree, if the 
mortgage loans in the pools have adjustable interest rates 
or other special 
payment terms, such as a prepayment charge.  Actual 
prepayment experience may 
cause the yield of mortgage-backed securities to differ from 
the assumed average 
life yield. 
 
     The market for privately issued mortgage-backed and 
asset-backed securities 
is smaller and less liquid than the market for U.S. 
Government mortgage-backed 
securities.  CMO classes may be specifically structured in a 
manner that 
provides any of a wide variety of investment 
characteristics, such as yield, 
effective maturity and interest rate sensitivity.  As market 
conditions change, 
however, and especially during periods of rapid or 
unanticipated changes in 
market interest rates, the attractiveness of some CMO 
classes and the ability of 
the structure to provide the anticipated investment 
characteristics may be 
reduced.  These changes can result in volatility in the 
market value and, in 
some instances, reduced liquidity of the CMO class. 
 
  Variable or Floating Rate Instruments 
 
     Variable or floating rate instruments (including notes 
purchased directly 
from issuers) bear variable or floating interest rates and 
may carry rights that 
permit holders to demand payment of the unpaid principal 
balance plus accrued 
interest from the issuers or certain financial 
intermediaries on dates prior to 
their stated maturities.  Floating rate securities have 
interest rates that 
change whenever there is a change in a designated base rate, 
while variable rate 
instruments provide for a specified periodic adjustment in 
the interest rate. 
These formulas are designed to result in a market value for 
the instrument that 
approximates its par value. 
 
  Indexed Securities 
 
     Each Portfolio may purchase securities whose prices are 
indexed to the 
prices of other securities, securities indices, currencies, 
precious metals or 
other commodities, or other financial indicators, subject to 
its operating 
policy regarding derivative instruments and subject, in the 
case of Money Market 
Portfolio only, to the requirements of Rule 2a-7.  Indexed 
securities typically, 
but not always, are debt securities or deposits whose value 
at maturity or 
coupon rate is determined by reference to a specific 
instrument or statistic. 
The performance of indexed securities depends to a great 
extent on the 
performance of the security, currency or other instrument to 
which they are 
indexed and may also be influenced by interest rate changes 
in the United States 
and abroad.  At the same time, indexed securities are 
subject to the credit 
risks associated with the issuer of the security and their 
values may decline 
substantially if the issuer's creditworthiness deteriorates.  
Indexed securities 
may be more volatile than the underlying investments. 
 
     Gold-indexed securities, for example, typically provide 
for a maturity 
value that depends on the price of gold, resulting in a 
security whose price 
tends to rise and fall together with gold prices.  Currency-
indexed securities 
typically are short-term to intermediate-term debt 
securities whose maturity 
values or interest rates are determined by reference to the 
values of one or 
more specified foreign currencies, and may offer higher 
yields than U.S. dollar- 
denominated securities of equivalent issuers.  Currency-
indexed securities may 
be positively or negatively indexed; that is, their maturity 
value may increase 
when the specified currency value increases, resulting in a 
security that 
performs similarly to a foreign-denominated instrument, or 
their maturity value 
may decline when foreign currencies increase, resulting in a 
security whose 
price characteristics are similar to a put on the underlying 
currency. 
Currency-indexed securities may also have prices that depend 
on the values of a 
number of different foreign currencies relative to each 
other. 
 
     Recent issuers of indexed securities have included 
banks, corporations, and 
certain U.S. government agencies.  The Manager will use its 
judgment in 
determining whether indexed securities should be treated as 
short-term 
instruments, bonds, stocks, or as a separate asset class for 
purposes of Asset 
Strategy Portfolio's investment allocations, depending on 
the individual 
characteristics of the securities.  Certain indexed 
securities that are not 
traded on an established market may be deemed illiquid. 
 
  Foreign Securities and Currency 
 
     All Portfolios, other than Money Market and Limited-
Term Bond, may invest 
in the securities of foreign issuers, including depository 
receipts. 
 
     In general, depository receipts are securities 
convertible into and 
evidencing ownership of securities of foreign corporate 
issuers, although 
depository receipts may not necessarily be denominated in 
the same currency as 
the securities into which they may be converted.  American 
Depository Receipts, 
in registered form, are dollar-denominated receipts 
typically issued by a U.S. 
bank or trust company evidencing ownership of the underlying 
securities. 
International depository receipts and European depository 
receipts, in bearer 
form, are foreign receipts evidencing a similar arrangement 
and are designed for 
use by non-U.S. investors and traders in non-U.S. markets.  
Global depository 
receipts are more recently developed receipts designed to 
facilitate the trading 
of foreign issuers by U.S. and non-U.S. investors and 
traders. 
 
     The Manager believes that there are investment 
opportunities as well as 
risks in investing in foreign securities.  Individual 
foreign economies may 
differ favorably or unfavorably from the U.S. economy or 
each other in such 
matters as gross national product, rate of inflation, 
capital reinvestment, 
resource self-sufficiency and balance of payments position.  
Individual foreign 
companies may also differ favorably or unfavorably from 
domestic companies in 
the same industry.  Foreign currencies may be stronger or 
weaker than the U.S. 
dollar or than each other.  Thus, the value of securities 
denominated in or 
indexed to foreign currencies, and of dividends and interest 
from such 
securities, can change significantly when foreign currencies 
strengthen or 
weaken relative to the U.S. dollar.  The Manager believes 
that a Portfolio's 
ability to invest assets abroad might enable it to take 
advantage of these 
differences and strengths where they are favorable. 
 
     However, foreign securities and foreign currencies 
involve additional 
significant risks, apart from the risks inherent in U.S. 
investments.  Foreign 
securities markets generally have less trading volume and 
less liquidity than 
U.S. markets, and prices on some foreign markets can be 
highly volatile.  Many 
foreign countries lack uniform accounting and disclosure 
standards comparable to 
those applicable to U.S. companies, and it may be more 
difficult to obtain 
reliable information regarding an issuer's financial 
conditions and operations. 
In addition, the costs of foreign investing, including 
withholding taxes, 
brokerage commissions and custodial costs, are generally 
higher than for U.S. 
investments. 
 
     Foreign markets may offer less protection to investors 
than U.S. markets. 
Foreign issuers, brokers and securities markets may be 
subject to less 
government supervision.  Foreign security trading practices, 
including those 
involving the release of assets in advance of payment, may 
involve increased 
risks in the event of a failed trade or the insolvency of a 
broker-dealer, and 
may involve substantial delays.  It may also be difficult to 
enforce legal 
rights in foreign countries. 
 
     Investing abroad also involves different political and 
economic risks. 
Foreign investments may be affected by actions of foreign 
governments adverse to 
the interests of U.S. investors, including the possibility 
of expropriation or 
nationalization of assets, confiscatory taxation, 
restrictions on U.S. 
investment or on the ability to repatriate assets or convert 
currency into U.S. 
dollars, or other government intervention.  There may be 
greater possibility of 
default by foreign governments or government-sponsored 
enterprises.  Investments 
in foreign countries also involve a risk of local political, 
economic, or social 
instability, military action or unrest, or adverse 
diplomatic developments. 
These is no assurance that the Manager will be able to 
anticipate these 
potential events or counter their effects. 
 
     The considerations noted above generally are 
intensified in developing 
countries.  A developing country is a nation that, in the 
Manager's opinion, is 
likely to experience long-term gross domestic product growth 
above that expected 
to occur in the United States, the United Kingdom, France, 
Germany, Italy, Japan 
and Canada.  Developing countries may have relatively 
unstable governments, 
economies based on only a few industries and securities 
markets that trade a 
small number of securities. 
 
     Certain foreign securities impose restrictions on 
transfer within the 
United States or to U.S. persons.  Although securities 
subject to transfer 
restrictions may be marketable abroad, they may be less 
liquid than foreign 
securities of the same class that are not subject to such 
restrictions. 
 
     Each of the Portfolios (other than Money Market 
Portfolio and Limited-Term 
Bond Portfolio) may also purchase and sell foreign currency 
and invest in 
foreign currency deposits. 
 
     Currency conversion involves dealer spreads and other 
costs, although 
commissions are not usually charged.  See "Options, Futures 
Contracts and Other 
Strategies -- Forward Currency Contracts" below for more 
information. 
 
     Investments in obligations of domestic branches of 
foreign banks will not 
be considered to be foreign securities if the Manager has 
determined that the 
nature and extent of federal and state regulation and 
supervision of the branch 
in question is substantially equivalent to federal or state 
chartered domestic 
banks doing business in the same jurisdiction. 
 
     The only foreign securities in which Money Market 
Portfolio may invest are 
Canadian Government obligations, foreign bank obligations 
and obligations of 
foreign branches of domestic banks, all of which must be 
U.S. dollar- 
denominated. 
 
  Restricted Securities 
 
     Each of the Portfolios may invest in restricted 
securities.  Restricted 
securities are securities that are subject to legal or 
contractual restrictions 
on resale.  However, restricted securities generally can be 
sold in privately 
negotiated transactions, pursuant to an exemption from 
registration under the 
Securities Act of 1933, as amended, or in a registered 
public offering.  Where 
registration is required, a Portfolio may be obligated to 
pay all or part of the 
registration expense and a considerable period may elapse 
between the time it 
decides to seek registration and the time the Portfolio may 
be permitted to sell 
a security under an effective registration statement.  If, 
during such a period, 
adverse market conditions were to develop, a Portfolio might 
obtain a less 
favorable price than prevailed when it decided to seek 
registration of the 
security. 
 
     There are risks associated with investment in 
restricted securities in that 
there can be no assurance of a ready market for resale.  
Also, the contractual 
restrictions on resale might prevent a Portfolio from 
reselling the securities 
at a time when such sale would be desirable.  Restricted 
securities in which a 
Portfolio seeks to invest need not be listed or admitted to 
trading on a foreign 
or domestic exchange and may be less liquid than listed 
securities.  Certain 
restricted securities, for example Rule 144A securities, may 
be determined to be 
liquid in accordance with guidelines adopted by the Board of 
Directors.  See 
"Illiquid Investments." 
 
  Lending Securities 
 
     Securities loans may be made on a short-term or long-
term basis for the 
purpose of increasing a Portfolio's income.  If a Portfolio 
lends securities, 
the borrower pays the Portfolio an amount equal to the 
dividends or interest on 
the securities that the Portfolio would have received if it 
had not lent the 
securities.  The Portfolio also receives additional 
compensation.  A Portfolio 
makes loans of its securities only to parties deemed by the 
Manager to be 
creditworthy. 
 
     Any securities loans that a Portfolio makes must be 
collateralized in 
accordance with applicable regulatory requirements (the 
"Guidelines").  Under 
the present Guidelines, the collateral must consist of cash 
or U.S. Government 
securities or bank letters of credit, at least equal in 
value to the market 
value of the securities lent on each day that the loan is 
outstanding.  If the 
market value of the lent securities exceeds the value of the 
collateral, the 
borrower must add more collateral so that it at least equals 
the market value of 
the securities lent.  If the market value of the securities 
decreases, the 
borrower is entitled to return of the excess collateral. 
 
     There are two methods of receiving compensation for 
making loans.  The 
first is to receive a negotiated loan fee from the borrower.  
This method is 
available for all three types of collateral.  The second 
method, which is not 
available when letters of credit are used as collateral, is 
for a Portfolio to 
receive interest on the investment of the cash collateral or 
to receive interest 
on the U.S. Government securities used as collateral.  Part 
of the interest 
received in either case may be shared with the borrower. 
 
     The letters of credit that a Portfolio may accept as 
collateral are 
agreements by banks (other than the borrowers of the 
Portfolio's securities), 
entered into at the request of the borrower and for its 
account and risk, under 
which the banks are obligated to pay to the Portfolio, while 
the letter is in 
effect, amounts demanded by the Portfolio if the demand 
meets the terms of the 
letter.  The Portfolio's right to make this demand secures 
the borrower's 
obligations to it.  The terms of any such letters and the 
creditworthiness of 
the banks providing them (which might include the 
Portfolio's custodian bank) 
must be satisfactory to the Portfolio. 
 
     Under a Portfolio's current securities lending 
procedures, the Portfolio 
may lend securities only to broker-dealers and financial 
institutions deemed 
creditworthy by the Manager.  The Portfolios will make loans 
only under rules of 
the NYSE, which presently require the borrower to give the 
securities back to 
the Portfolio within five business days after the Portfolio 
gives notice to do 
so.  If a Portfolio loses its voting rights on securities 
loaned, it will have 
the securities returned to it in time to vote them if a 
material event affecting 
the investment is to be voted on.  A Portfolio may pay 
reasonable finder's, 
administrative and custodian fees in connection with loans 
of securities. 
 
     There may be risks of delay in receiving additional 
collateral from the 
borrower if the market value of the securities loaned 
increases, risks of delay 
in recovering the securities loaned or even loss of rights 
in the collateral 
should the borrower fail financially. 
 
     Some, but not all, of these rules are necessary to meet 
requirements of 
certain laws relating to securities loans.  These rules will 
not be changed 
unless the change is permitted under these requirements.  
These requirements do 
not cover the present rules, which may be changed without 
shareholder vote, as 
to:  (i) whom securities may be loaned; (ii) the investment 
of cash collateral; 
or (iii) voting rights. 
 
  Repurchase Agreements 
 
     Each of the Portfolios may purchase securities subject 
to repurchase 
agreements, subject to its limitation on investment in 
illiquid investments. 
See "Investment Restrictions and Limitations."  A repurchase 
agreement is an 
instrument under which a Portfolio purchases a security and 
the seller (normally 
a commercial bank or broker-dealer) agrees, at the time of 
purchase, that it 
will repurchase the security at a specified time and price.  
The amount by which 
the resale price is greater than the purchase price reflects 
an agreed-upon 
market interest rate effective for the period of the 
agreement.  The return on 
the securities subject to the repurchase agreement may be 
more or less than the 
return on the repurchase agreement. 
 
     The majority of repurchase agreements in which a 
Portfolio would engage are 
overnight transactions, and the delivery pursuant to the 
resale typically will 
occur within one to five days of the purchase.  The primary 
risk is that a 
Portfolio may suffer a loss if the seller fails to pay the 
agreed-upon amount on 
the delivery date and that amount is greater than the resale 
price of the 
underlying securities and other collateral held by the 
Portfolio.  In the event 
of bankruptcy or other default by the seller, there may be 
possible delays and 
expenses in liquidating the underlying securities or other 
collateral, decline 
in their value or loss of interest.  A Portfolio's 
repurchase agreements can be 
considered as collateralized loans (such agreements being 
defined as loans under 
and for the purpose of the 1940 Act) and will be structured 
so as to fully 
collateralize the loans.  In other words, the value of the 
underlying 
securities, which will be held by the Portfolio's custodian 
bank or by a third 
party that qualifies as a custodian under section 17(f) of 
the 1940 Act, is and, 
during the entire term of the agreement, remains at least 
equal to the value of 
the loan, including the accrued interest earned thereon.  A 
Portfolio's 
repurchase agreements are entered into only with those 
entities approved on the 
basis of criteria established by the Fund's Board of 
Directors. 
 
  Loans and Other Direct Debt Instruments 
 
     Direct debt instruments are interests in amounts owed 
by a corporate, 
governmental, or other borrower to lenders or lending 
syndicates (loans and loan 
participations), to suppliers of goods or services (trade 
claims or other 
receivables), or to other parties.  Asset Strategy 
Portfolio's investments in 
direct debt instruments are subject to its policies 
regarding the quality of 
debt securities. 
 
     Purchasers of loans and other forms of direct 
indebtedness depend primarily 
upon the creditworthiness of the borrower for payment of 
principal and interest. 
Direct debt instruments may not be rated by any nationally 
recognized rating 
service.  If Asset Strategy Portfolio does not receive 
scheduled interest or 
principal payments on such indebtedness, the Portfolio's 
share price and yield 
could be adversely affected.  Loans that are fully secured 
offer the Portfolio 
more protections than an unsecured loan in the event of non-
payment of scheduled 
interest or principal.  However, there is no assurance that 
the liquidation of 
collateral from a secured loan would satisfy the borrower's 
obligation, or that 
the collateral could be liquidated.  Indebtedness of 
borrowers whose 
creditworthiness is poor involves substantially greater 
risks, and may be highly 
speculative.  Borrowers that are in bankruptcy or 
restructuring may never pay 
off their indebtedness, or may pay only a small fraction of 
the amount owed. 
Direct indebtedness of developing countries also involves a 
risk that the 
governmental entities responsible for the repayment of the 
debt may be unable, 
or unwilling, to pay interest and principal when due. 
 
     Investments in loans through direct assignment of a 
financial institution's 
interests with respect to a loan may involve additional 
risks to the Portfolio. 
For example, if a loan is foreclosed, the Portfolio could 
become part owner of 
any collateral, and would bear the costs and liabilities 
associated with owning 
and disposing of the collateral.  Direct debt instruments 
may also involve a 
risk of insolvency of the lending bank or other 
intermediary.  Direct debt 
instruments that are not in the form of securities may offer 
less legal 
protection to the Portfolio in the event of fraud or 
misrepresentation.  In the 
absence of definitive regulatory guidance, the Portfolio 
relies on the Manager's 
research in an attempt to avoid situations where fraud or 
misrepresentation 
could adversely affect the Portfolio. 
 
     A loan is often administered by a bank or other 
financial institution that 
acts as agent for all holders.  The agent administers the 
terms of the loan, as 
specified in the loan agreement.  Unless, under the terms of 
the loan or other 
indebtedness, the Portfolio has direct recourse against the 
borrower, it may 
have to rely on the agent to apply appropriate credit 
remedies against a 
borrower.  If assets held by the agent for the benefit of 
the Portfolio were 
determined to be subject to the claims of the agent's 
general creditors, the 
Portfolio might incur certain costs and delays in realizing 
payment on the loan 
or loan participation and could suffer a loss of principal 
or interest. 
 
     Investments in direct debt instruments may entail less 
legal protection for 
the Portfolio.  Direct indebtedness purchased by the 
Portfolio may include 
letters of credit, revolving credit facilities, or other 
standby financing 
commitments obligating the Portfolio to pay additional cash 
on demand.  These 
commitments may have the effect of requiring the Portfolio 
to increase its 
investment in a borrower at a time when it would not 
otherwise have done so, 
even if the borrower's condition makes it unlikely that the 
amount will ever be 
repaid.  The Portfolio will set aside appropriate liquid 
assets in a segregated 
custodial account to cover its potential obligations under 
standby financing 
commitments.  Other types of direct debt instruments, such 
as loans through 
direct assignment of a financial institution's interest with 
respect to a loan, 
may involve additional risks to the Portfolio.  For example, 
if a loan is 
foreclosed, the Portfolio could become part owner of any 
collateral, and would 
bear the costs and liabilities associated with owning and 
disposing of the 
collateral. 
 
     For purposes of the limitations on the amount of total 
assets that Asset 
Strategy Portfolio will invest in any one issuer or in 
issuers within the same 
industry, the Portfolio generally will treat the borrower as 
the "issuer" of 
indebtedness held by the Portfolio.  In the case of loan 
participations where a 
bank or other lending institution serves as financial 
intermediary between the 
Portfolio and the borrower, if the participation does not 
shift to the Portfolio 
the direct debtor-creditor relationship with the borrower, 
Securities and 
Exchange Commission ("SEC") interpretations require the 
Portfolio, in 
appropriate circumstances, to treat both the lending bank or 
other lending 
institution and the borrower as "issuers" for these 
purposes.  Treating a 
financial intermediary as an issuer of indebtedness may 
restrict the Portfolio's 
ability to invest in indebtedness related to a single 
financial intermediary, or 
a group of intermediaries engaged in the same industry, even 
if the underlying 
borrowers represent many different companies and industries. 
 
  Warrants and Rights 
 
     Each Portfolio (other than Money Market Portfolio) may 
invest in warrants 
and rights.  Warrants are options to purchase equity 
securities at specific 
prices valid for a specific period of time.  Their prices do 
not necessarily 
move parallel to the prices of the underlying securities.  
Rights are similar to 
warrants but normally have a shorter duration and are 
distributed directly by 
the issuer to its shareholders.  Warrants and rights have no 
voting rights, 
receive no dividends and have no rights with respect to the 
assets of the 
issuer.  Warrants and rights are highly volatile and, 
therefore, more 
susceptible to a sharp decline in value than the underlying 
security might be. 
They are also generally less liquid than an investment in 
the underlying shares. 
 
  When-Issued and Delayed-Delivery Transactions 
 
     Each Portfolio may purchase securities in which it may 
invest on a when- 
issued or delayed-delivery basis or sell them on a delayed-
delivery basis.  In 
either case, payment and delivery for the securities take 
place at a future 
date.  The securities so purchased or sold by a Portfolio 
are subject to market 
fluctuation; their value may be less or more when delivered 
than the purchase 
price paid or received.  When purchasing securities on a 
when-issued or delayed- 
delivery basis, a Portfolio assumes the rights and risks of 
ownership, including 
the risk of price and yield fluctuations.  No interest 
accrues to a Portfolio 
until delivery and payment are completed.  When a Portfolio 
makes a commitment 
to purchase securities on a when-issued or delayed-delivery 
basis, it will 
record the transaction and thereafter reflect the value of 
the securities in 
determining its net asset value per share.  When a Portfolio 
sells a security on 
a delayed-delivery basis, the Portfolio does not participate 
in further gains or 
losses with respect to the security.  When a Portfolio makes 
a commitment to 
sell securities on a delayed basis, it will record the 
transaction and 
thereafter value the securities at the sales price in 
determining the 
Portfolio's net asset value per share.  If the other party 
to a delayed-delivery 
transaction fails to deliver or pay for the securities, the 
Portfolios could 
miss a favorable price or yield opportunity, or could suffer 
a loss. 
 
     Ordinarily, a Portfolio purchases securities on a when-
issued or delayed- 
delivery basis with the intention of actually taking 
delivery of the securities. 
However, before the securities are delivered and before it 
has paid for them 
(the "settlement date"), a Portfolio may sell the securities 
if the Manager 
decided it was advisable to do so for investment reasons.  
The Portfolio will 
hold aside or segregate cash or other securities other than 
those purchased on a 
when-issued or delayed-delivery basis at least equal in 
value to the amount it 
will have to pay on the settlement date; these other 
securities may, however, be 
sold at or before the settlement date to pay the purchase 
price of the when- 
issued or delayed-delivery securities. 
 
  Illiquid Investments 
 
     Illiquid investments are investments that cannot be 
sold or disposed of in 
the ordinary course of business within seven days at 
approximately the price at 
which they are valued.  Investments currently considered to 
be illiquid include: 
 
     (i)  repurchase agreements not terminable within seven 
days; 
 
   (ii)   bank deposits, unless they are payable at 
principal amount plus 
          accrued interest on demand or within seven days 
after demand; 
 
 (iii)    securities for which market quotations are not 
readily available; 
 
   (iv)   restricted securities not determined to be liquid 
pursuant to 
          guidelines established by or under the direction 
of the Fund's Board 
          of Directors; 
 
   (v)    over-the-counter ("OTC") options and their 
underlying collateral; 
 
   (vi)   securities involved in swap, cap, collar and floor 
transactions; 
 
  (vii)   non-government stripped fixed-rate mortgage-backed 
securities; and 
 
 (viii)   direct debt instruments. 
 
     The assets used as cover for OTC options written by a 
Portfolio will be 
considered illiquid unless the OTC options are sold to 
qualified dealers who 
agree that the Portfolio may repurchase any OTC option it 
writes at a maximum 
price to be calculated by a formula set forth in the option 
agreement.  The 
cover for an OTC option written subject to this procedure 
would be considered 
illiquid only to the extent that the maximum repurchase 
price under the formula 
exceeds the intrinsic value of the option. 
 
     If through a change in values, net assets, or other 
circumstances, a 
Portfolio were in a position where more than 10% of its net 
assets (15% with 
respect to Asset Strategy Portfolio) were invested in 
illiquid securities, it 
would seek to take appropriate steps to protect liquidity. 
 
  Investment Company Securities 
 
     Asset Strategy Portfolio, Balanced Portfolio, 
International Portfolio, 
Science and Technology Portfolio and Small Cap Portfolio may 
buy shares of 
closed-end investment companies (i.e., those that do not 
redeem their shares) 
Asset Strategy Portfolio may buy shares of open-end 
investment companies. As a 
shareholder in an investment company, a Portfolio would bear 
its pro rata share 
of that investment company's expenses, which could result in 
duplication of 
certain fees, including management and administrative fees. 
 
Options, Futures Contracts and Other Strategies 
 
     General.  The Manager may use certain options, futures 
contracts (sometimes 
referred to as "futures"), options on futures contracts, 
forward currency 
contracts, swaps, caps, collars, floors, indexed securities 
and other derivative 
instruments (collectively, "Financial Instruments") to 
attempt to enhance a 
Portfolio's income or yield or to attempt to hedge a 
Portfolio's investments. 
The strategies described below may be used in an attempt to 
manage a Portfolio's 
foreign currency exposure as well as other risks of a 
Portfolio's investments 
that can affect fluctuation in its net asset value. 
 
     Generally, a Portfolio (other than Money Market 
Portfolio) may purchase and 
sell any type of Financial Instrument.  However, as an 
operating policy, a 
Portfolio will only purchase or sell a Financial Instrument 
if the Portfolio is 
authorized to invest in the type of asset by which the 
return on, or value of, 
the Financial Instrument is primarily measured.  Since each 
Portfolio (other 
than Money Market Portfolio and Limited-Term Bond Portfolio) 
is authorized to 
invest generally in foreign securities, each such Portfolio 
may purchase and 
sell foreign currency derivatives. 
 
     Hedging strategies can be broadly categorized as "short 
hedges" and "long 
hedges."  A short hedge is a purchase or sale of a Financial 
Instrument intended 
partially or fully to offset potential declines in the value 
of one or more 
investments held in a Portfolio's portfolio.  Thus, in a 
short hedge, a 
Portfolio takes a position in a Financial Instrument whose 
price is expected to 
move in the opposite direction of the price of the 
investment being hedged. 
 
     Conversely, a long hedge is a purchase or sale of a 
Financial Instrument 
intended partially or fully to offset potential increases in 
the acquisition 
cost of one or more investments that a Portfolio intends to 
acquire.  Thus, in a 
long hedge, a Portfolio takes a position in a Financial 
Instrument whose price 
is expected to move in the same direction as the price of 
the prospective 
investment being hedged.  A long hedge is sometimes referred 
to as an 
anticipatory hedge.  In an anticipatory hedge transaction, a 
Portfolio does not 
own a corresponding security and, therefore, the transaction 
does not relate to 
a security the Portfolio owns.  Rather, it relates to a 
security that the 
Portfolio intends to acquire.  If a Portfolio does not 
complete the hedge by 
purchasing the security it anticipated purchasing, the 
effect on the Portfolio's 
portfolio is the same as if the transaction were entered 
into for speculative 
purposes. 
 
     Financial Instruments on securities generally are used 
to attempt to hedge 
against price movements in one or more particular securities 
positions that a 
Portfolio owns or intends to acquire.  Financial Instruments 
on indices, in 
contrast, generally are used to attempt to hedge against 
price movements in 
market sectors in which a Portfolio has invested or expects 
to invest. 
Financial Instruments on debt securities may be used to 
hedge either individual 
securities or broad debt market sectors. 
 
     The use of Financial Instruments is subject to 
applicable regulations of 
the SEC, the several exchanges on which they are traded and 
the Commodity 
Futures Trading Commission (the "CFTC").  In addition, a 
Portfolio's ability to 
use Financial Instruments will be limited by tax 
considerations.  See "Taxes." 
 
     In addition to the Financial Instruments, strategies 
and risks described 
below, the Manager expects to discover additional 
opportunities in connection 
with Financial Instruments and other similar or related 
techniques.  These new 
opportunities may become available as the Manager develops 
new techniques, as 
regulatory authorities broaden the range of permitted 
transactions and as new 
Financial Instruments or other techniques are developed.  
The Manager may 
utilize these opportunities to the extent that they are 
consistent with a 
Portfolio's goal(s) and permitted by a Portfolio's 
investment limitations and 
applicable regulatory authorities.  The Portfolios might not 
use any of these 
strategies, and there can be no assurance that any strategy 
used will succeed. 
The Portfolios' Prospectus or SAI will be supplemented to 
the extent that new 
products or techniques involve materially different risks 
than those described 
below or in the Prospectus. 
 
     Special Risks.  The use of Financial Instruments 
involves special 
considerations and risks, certain of which are described 
below.  In general 
these techniques may increase the volatility of a Portfolio 
and may involve a 
small investment of cash relative to the magnitude of the 
risk assumed.  Risks 
pertaining to particular Financial Instruments are described 
in the sections 
that follow and use of Financial Instruments could result in 
a loss, regardless 
of whether the intent was to reduce risk or increase return. 
 
     (1)  Successful use of most Financial Instruments 
depends upon the 
Manager's ability to predict movements of the overall 
securities, currency and 
interest rate markets, which requires different skills than 
predicting changes 
in the prices of individual securities.  There can be no 
assurance that any 
particular strategy will succeed. 
 
     (2)  There might be imperfect correlation, or even no 
correlation, between 
price movements of a Financial Instrument and price 
movements of the investments 
being hedged.  For example, if the value of a Financial 
Instrument used in a 
short hedge increased by less than the decline in value of 
the hedged 
investment, the hedge would not be fully successful.  Such a 
lack of correlation 
might occur due to factors unrelated to the value of the 
investments being 
hedged, such as speculative or other pressures on the 
markets in which Financial 
Instruments are traded.  The effectiveness of hedges using 
Financial Instruments 
on indices will depend on the degree of correlation between 
price movements in 
the index and price movements in the securities being 
hedged. 
 
     Because there are a limited number of types of 
exchange-traded options and 
futures contracts, it is likely that the standardized 
contracts available will 
not match a Portfolio's current or anticipated investments 
exactly.  A Portfolio 
may invest in options and futures contracts based on 
securities with different 
issuers, maturities or other characteristics from the 
securities in which it 
typically invests, which involves a risk that the options or 
futures position 
will not track the performance of the Portfolio's other 
investments. 
 
     Options and futures prices can also diverge from the 
prices of their 
underlying instruments, even if the underlying instruments 
match a Portfolio's 
investments well.  Options and futures prices are affected 
by such factors as 
current and anticipated short-term interest rates, changes 
in volatility of the 
underlying instrument, and the time remaining until 
expiration of the contract, 
which may not affect security prices the same way.  
Imperfect correlation may 
also result from differing levels of demand in the options 
and futures markets 
and the securities markets, from structural differences in 
how options and 
futures and securities are traded, or from imposition of 
daily price fluctuation 
limits or trading halts.  A Portfolio may purchase or sell 
options and futures 
contracts with a greater or lesser value than the securities 
it wishes to hedge 
or intends to purchase in order to attempt to compensate for 
differences in 
volatility between the contract and the securities, although 
this may not be 
successful in all cases.  If price changes in a Portfolio's 
options or futures 
positions are poorly correlated with its other investments, 
the positions may 
fail to produce anticipated gains or result in losses that 
are not offset by 
gains in other investments. 
 
     (3)  If successful, the above-discussed strategies can 
reduce risk of loss 
by wholly or partially offsetting the negative effect of 
unfavorable price 
movements.  However, such strategies can also reduce 
opportunity for gain by 
offsetting the positive effect of favorable price movements.  
For example, if a 
Portfolio entered into a short hedge because the Manager 
projected a decline in 
the price of a security in the Portfolio's portfolio, and 
the price of that 
security increased instead, the gain from that increase 
might be wholly or 
partially offset by a decline in the price of the Financial 
Instrument. 
Moreover, if the price of the Financial Instrument declined 
by more than the 
increase in the price of the security, the Portfolio could 
suffer a loss.  In 
either such case, the Portfolio would have been in a better 
position had it not 
attempted to hedge at all. 
 
     (4)  As described below, a Portfolio might be required 
to maintain assets 
as "cover," maintain segregated accounts or make margin 
payments when it takes 
positions in Financial Instruments involving obligations to 
third parties (i.e., 
Financial Instruments other than purchased options).  If a 
Portfolio were unable 
to close out its positions in such Financial Instruments, it 
might be required 
to continue to maintain such assets or accounts or make such 
payments until the 
position expired or matured.  These requirements might 
impair a Portfolio's 
ability to sell a portfolio security or make an investment 
at a time when it 
would otherwise be favorable to do so, or require that a 
Portfolio sell a 
portfolio security at a disadvantageous time. 
 
     (5)  A Portfolio's ability to close out a position in a 
Financial 
Instrument prior to expiration or maturity depends on the 
existence of a liquid 
secondary market or, in the absence of such a market, the 
ability and 
willingness of the other party to the transaction (the 
"counterparty") to enter 
into a transaction closing out the position.  Therefore, 
there is no assurance 
that any position can be closed out at a time and price that 
is favorable to the 
Portfolio. 
 
     Cover.  Transactions using Financial Instruments, other 
than purchased 
options, expose a Portfolio to an obligation to another 
party.  A Portfolio will 
not enter into any such transactions unless it owns either 
(1) an offsetting 
("covered") position in securities, currencies, or other 
options, futures 
contracts or forward contracts, or (2) cash and liquid 
assets with a value, 
marked-to-market daily, sufficient to cover its potential 
obligations to the 
extent not covered as provided in (1) above.  Each Portfolio 
will comply with 
SEC guidelines regarding cover for these instruments and 
will, if the guidelines 
so require, set aside cash or liquid assets in an account 
with its custodian in 
the prescribed amount as determined daily. 
 
     Assets used as cover or held in an account cannot be 
sold while the 
position in the corresponding Financial Instrument is open, 
unless they are 
replaced with other appropriate assets.  As a result, the 
commitment of a large 
portion of a Portfolio's assets to cover or to accounts 
could impede portfolio 
management or the Portfolio's ability to meet redemption 
requests or other 
current obligations. 
 
     Options.  A call option gives the purchaser the right 
to buy, and obligates 
 
the writer to sell, the underlying investment at the agreed-
upon price during 
the option period.  A put option gives the purchaser the 
right to sell, and 
obligates the writer to buy, the underlying investment at 
the agreed-upon price 
during the option period.  Purchasers of options pay an 
amount, known as a 
premium, to the option writer in exchange for the right 
under the option 
contract. 
 
     The purchase of call options can serve as a long hedge, 
and the purchase of 
put options can serve as a short hedge.  Writing put or call 
options can enable 
a Portfolio to enhance income or yield by reason of the 
premiums paid by the 
purchasers of such options.  However, if the market price of 
the security 
underlying a put option declines to less than the exercise 
price of the option, 
minus the premium received, the Portfolio would expect to 
suffer a loss. 
 
     Writing call options can serve as a limited short 
hedge, because declines 
in the value of the hedged investment would be offset to the 
extent of the 
premium received for writing the option.  However, if the 
security or currency 
appreciates to a price higher than the exercise price of the 
call option, it can 
be expected that the option will be exercised and the 
Portfolio will be 
obligated to sell the security or currency at less than its 
market value.  If 
the call option is an OTC option, the securities or other 
assets used as cover 
would be considered illiquid to the extent described under 
"Illiquid 
Investments." 
 
     Writing put options can serve as a limited long hedge 
because increases in 
the value of the hedged investment would be offset to the 
extent of the premium 
received for writing the option.  However, if the security 
or currency 
depreciates to a price lower than the exercise price of the 
put option, it can 
be expected that the put option will be exercised and a 
Portfolio will be 
obligated to purchase the security or currency at more than 
its market value. 
If the put option is an OTC option, the securities or other 
assets used as cover 
would be considered illiquid to the extent described under 
"Illiquid 
Investments." 
 
     The value of an option position will reflect, among 
other things, the 
current market value of the underlying investment, the time 
remaining until 
expiration, the relationship of the exercise price to the 
market price of the 
underlying investment, the historical price volatility of 
the underlying 
investment and general market conditions.  Options that 
expire unexercised have 
no value. 
 
     A Portfolio may effectively terminate its right or 
obligation under an 
option by entering into a closing transaction.  For example, 
a Portfolio may 
terminate its obligation under a call or put option that it 
had written by 
purchasing an identical call or put option; this is known as 
a closing purchase 
transaction.  Conversely, a Portfolio may terminate a 
position in a put or call 
option it had purchased by writing an identical put or call 
option; this is 
known as a closing sale transaction.  Closing transactions 
permit a Portfolio to 
realize profits or limit losses on an option position prior 
to its exercise or 
expiration. 
 
     A type of put that a Portfolio may purchase is an 
"optional delivery 
standby commitment," which is entered into by parties 
selling debt securities to 
a Portfolio.  An optional delivery standby commitment gives 
a Portfolio the 
right to sell the security back to the seller on specified 
terms.  This right is 
provided as an inducement to purchase the security. 
 
     Risks of Options on Securities.  Options offer large 
amounts of leverage, 
which will result in a Portfolio's net asset value being 
more sensitive to 
changes in the value of the related instrument.  A Portfolio 
may purchase or 
write both exchange-traded and OTC options.  Exchange-traded 
options in the 
United States are issued by a clearing organization 
affiliated with the exchange 
on which the option is listed that, in effect, guarantees 
completion of every 
exchange-traded option transaction.  In contrast, OTC 
options are contracts 
between a Portfolio and its counterparty (usually a 
securities dealer or a bank) 
with no clearing organization guarantee.  Thus, when a 
Portfolio purchases an 
OTC option, it relies on the counterparty from whom it 
purchased the option to 
make or take delivery of the underlying investment upon 
exercise of the option. 
Failure by the counterparty to do so would result in the 
loss of any premium 
paid by the Portfolio as well as the loss of any expected 
benefit of the 
transaction. 
 
     A Portfolio's ability to establish and close out 
positions in exchange- 
listed options depends on the existence of a liquid market.  
However, there can 
be no assurance that such a market will exist at any 
particular time.  Closing 
transactions can be made for OTC options only by negotiating 
directly with the 
counterparty, or by a transaction in the secondary market if 
any such market 
exists.  There can be no assurance that a Portfolio will in 
fact be able to 
close out an OTC option position at a favorable price prior 
to expiration.  In 
the event of insolvency of the counterparty, a Portfolio 
might be unable to 
close out an OTC option position at any time prior to its 
expiration. 
 
     If a Portfolio were unable to effect a closing 
transaction for an option it 
had purchased, it would have to exercise the option to 
realize any profit.  The 
inability to enter into a closing purchase transaction for a 
covered call option 
written by a Portfolio could cause material losses because 
the Portfolio would 
be unable to sell the investment used as cover for the 
written option until the 
option expires or is exercised. 
 
     Options on Indices.  Puts and calls on indices are 
similar to puts and 
calls on securities or futures contracts except that all 
settlements are in cash 
and gain or loss depends on changes in the index in question 
rather than on 
price movements in individual securities or futures 
contracts.  When a Portfolio 
writes a call on an index, it receives a premium and agrees 
that, prior to the 
expiration date, the purchaser of the call, upon exercise of 
the call, will 
receive from the Portfolio an amount of cash if the closing 
level of the index 
upon which the call is based is greater than the exercise 
price of the call. 
The amount of cash is equal to the difference between the 
closing price of the 
index and the exercise price of the call times a specified 
multiple 
("multiplier"), which determines the total dollar value for 
each point of such 
difference.  When a Portfolio buys a call on an index, it 
pays a premium and has 
the same rights as to such call as are indicated above.  
When a Portfolio buys a 
put on an index, it pays a premium and has the right, prior 
to the expiration 
date, to require the seller of the put, upon the Portfolio's 
exercise of the 
put, to deliver to the Portfolio an amount of cash if the 
closing level of the 
index upon which the put is based is less than the exercise 
price of the put, 
which amount of cash is determined by the multiplier, as 
described above for 
calls.  When a Portfolio writes a put on an index, it 
receives a premium and the 
purchaser of the put has the right, prior to the expiration 
date, to require the 
Portfolio to deliver to it an amount of cash equal to the 
difference between the 
closing level of the index and the exercise price times the 
multiplier if the 
closing level is less than the exercise price. 
 
     Risks of Options on Indices.  The risks of investment 
in options on indices 
may be greater than options on securities.  Because index 
options are settled in 
cash, when a Portfolio writes a call on an index it cannot 
provide in advance 
for its potential settlement obligations by acquiring and 
holding the underlying 
securities.  A Portfolio can offset some of the risk of 
writing a call index 
option by holding a diversified portfolio of securities 
similar to those on 
which the underlying index is based.  However, a Portfolio 
cannot, as a 
practical matter, acquire and hold a portfolio containing 
exactly the same 
securities as underlie the index and, as a result, bears a 
risk that the value 
of the securities held will vary from the value of the 
index. 
 
     Even if a Portfolio could assemble a portfolio that 
exactly reproduced the 
composition of the underlying index, it still would not be 
fully covered from a 
risk standpoint because of the "timing risk" inherent in 
writing index options. 
When an index option is exercised, the amount of cash that 
the holder is 
entitled to receive is determined by the difference between 
the exercise price 
and the closing index level on the date when the option is 
exercised.  As with 
other kinds of options, a Portfolio as the call writer will 
not learn that the 
Portfolio has been assigned until the next business day at 
the earliest.  The 
time lag between exercise and notice of assignment poses no 
risk for the writer 
of a covered call on a specific underlying security, such as 
common stock, 
because there the writer's obligation is to deliver the 
underlying security, not 
to pay its value as of a fixed time in the past.  So long as 
the writer already 
owns the underlying security, it can satisfy its settlement 
obligations by 
simply delivering it, and the risk that its value may have 
declined since the 
exercise date is borne by the exercising holder.  In 
contrast, even if the 
writer of an index call holds securities that exactly match 
the composition of 
the underlying index, it will not be able to satisfy its 
assignment obligations 
by delivering those securities against payment of the 
exercise price.  Instead, 
it will be required to pay cash in an amount based on the 
closing index value on 
the exercise date.  By the time it learns that it has been 
assigned, the index 
may have declined, with a corresponding decline in the value 
of its portfolio. 
This "timing risk" is an inherent limitation on the ability 
of index call 
writers to cover their risk exposure by holding securities 
positions. 
 
     If a Portfolio has purchased an index option and 
exercises it before the 
closing index value for that day is available, it runs the 
risk that the level 
of the underlying index may subsequently change.  If such a 
change causes the 
exercised option to fall out-of-the-money, the Portfolio 
will be required to pay 
the difference between the closing index value and the 
exercise price of the 
option (times the applicable multiplier) to the assigned 
writer. 
 
     OTC Options.  Unlike exchange-traded options, which are 
standardized with 
respect to the underlying instrument, expiration date, 
contract size and strike 
price, the terms of OTC options (options not traded on 
exchanges) generally are 
established through negotiation with the other party to the 
option contract. 
While this type of arrangement allows a Portfolio great 
flexibility to tailor 
the option to its needs, OTC options generally involve 
greater risk than 
exchange-traded options, which are guaranteed by the 
clearing organization of 
the exchanges where they are traded. 
 
     Generally, OTC foreign currency options used by a 
Portfolio are European- 
style options.  This means that the option is only 
exercisable immediately prior 
to its expiration.  This is in contrast to American-style 
options, which are 
exercisable at any time prior to the expiration date of the 
option. 
 
     Futures Contracts and Options on Futures Contracts.  
The purchase of 
futures or call options on futures can serve as a long 
hedge, and the sale of 
futures or the purchase of put options on futures can serve 
as a short hedge. 
Writing call options on futures contracts can serve as a 
limited short hedge, 
using a strategy similar to that used for writing call 
options on securities or 
indices.  Similarly, writing put options on futures 
contracts can serve as a 
limited long hedge.  Futures contracts and options on 
futures contracts can also 
be purchased and sold to attempt to enhance income or yield. 
 
     In addition, futures strategies can be used to manage 
the average duration 
of a Portfolio's fixed-income portfolio.  If the Manager 
wishes to shorten the 
average duration of a Portfolio's fixed-income portfolio, 
the Portfolio may sell 
a debt futures contract or a call option thereon, or 
purchase a put option on 
that futures contract.  If the Manager wishes to lengthen 
the average duration 
of a Portfolio's fixed-income portfolio, the Portfolio may 
buy a debt futures 
contract or a call option thereon, or sell a put option 
thereon. 
 
     No price is paid upon entering into a futures contract.  
Instead, at the 
inception of a futures contract a Portfolio is required to 
deposit "initial 
margin" in an amount generally equal to 10% or less of the 
contract value. 
Margin must also be deposited when writing a call or put 
option on a futures 
contract, in accordance with applicable exchange rules.  
Unlike margin in 
securities transactions, initial margin on futures contracts 
does not represent 
a borrowing, but rather is in the nature of a performance 
bond or good-faith 
deposit that is returned to the Portfolio at the termination 
of the transaction 
if all contractual obligations have been satisfied.  Under 
certain 
circumstances, such as periods of high volatility, the 
Portfolio may be required 
by an exchange to increase the level of its initial margin 
payment, and initial 
margin requirements might be increased generally in the 
future by regulatory 
action. 
 
     Subsequent "variation margin" payments are made to and 
from the futures 
broker daily as the value of the futures position varies, a 
process known as 
"marking-to-market."  Variation margin does not involve 
borrowing, but rather 
represents a daily settlement of the Portfolio's obligations 
to or from a 
futures broker.  When a Portfolio purchases an option on a 
future, the premium 
paid plus transaction costs is all that is at risk.  In 
contrast, when a 
Portfolio purchases or sells a futures contract or writes a 
call or put option 
thereon, it is subject to daily variation margin calls that 
could be substantial 
in the event of adverse price movements.  If the Portfolio 
has insufficient cash 
to meet daily variation margin requirements, it might need 
to sell securities at 
a time when such sales are disadvantageous. 
 
     Purchasers and sellers of futures contracts and options 
on futures can 
enter into offsetting closing transactions, similar to 
closing transactions in 
options, by selling or purchasing, respectively, an 
instrument identical to the 
instrument purchased or sold.  Positions in futures and 
options on futures may 
be closed only on an exchange or board of trade that 
provides a secondary 
market.  However, there can be no assurance that a liquid 
secondary market will 
exist for a particular contract at any particular time.  In 
such event, it may 
not be possible to close a futures contract or options 
position. 
 
     Under certain circumstances, futures exchanges may 
establish daily limits 
on the amount that the price of a futures contract or an 
option on a futures 
contract can vary from the previous day's settlement price; 
once that limit is 
reached, no trades may be made that day at a price beyond 
the limit.  Daily 
price limits do not limit potential losses because prices 
could move to the 
daily limit for several consecutive days with little or no 
trading, thereby 
preventing liquidation of unfavorable positions. 
 
     If a Portfolio were unable to liquidate a futures 
contract or an option on 
a futures position due to the absence of a liquid secondary 
market or the 
imposition of price limits, it could incur substantial 
losses.  The Portfolio 
would continue to be subject to market risk with respect to 
the position.  In 
addition, except in the case of purchased options, the 
Portfolio would continue 
to be required to make daily variation margin payments and 
might be required to 
maintain the position being hedged by the futures contract 
or option or to 
maintain cash or liquid assets in an account. 
 
     Risks of Futures Contracts and Options Thereon.  The 
ordinary spreads 
between prices in the cash and futures markets (including 
the options on futures 
market), due to differences in the natures of those markets, 
are subject to the 
following factors, which may create distortions.  First, all 
participants in the 
futures market are subject to margin deposit and maintenance 
requirements. 
Rather than meeting additional margin deposit requirements, 
investors may close 
futures contracts through offsetting transactions, which 
could distort the 
normal relationship between the cash and futures markets. 
Second, the liquidity 
of the futures market depends on participants entering into 
offsetting 
transactions rather than making or taking delivery.  To the 
extent participants 
decide to make or take delivery, liquidity in the futures 
market could be 
reduced, thus producing distortion.  Third, from the point 
of view of 
speculators, the deposit requirements in the futures market 
are less onerous 
than margin requirements in the securities market.  
Therefore, increased 
participation by speculators in the futures market may cause 
temporary price 
distortions.  Due to the possibility of distortion, a 
correct forecast of 
general interest rate, currency exchange rate or stock 
market trends by the 
Manager may still not result in a successful transaction.  
The Manager may be 
incorrect in its expectations as to the extent of various 
interest rate, 
currency exchange rate or stock market movements or the time 
span within which 
the movements take place. 
 
     Index Futures.  The risk of imperfect correlation 
between movements in the 
price of an index future and movements in the price of the 
securities that are 
the subject of the hedge increases as the composition of a 
Portfolio's portfolio 
diverges from the securities included in the applicable 
index.  The price of the 
index futures may move more than or less than the price of 
the securities being 
hedged.  If the price of the index futures moves less than 
the price of the 
securities that are the subject of the hedge, the hedge will 
not be fully 
effective but, if the price of the securities being hedged 
has moved in an 
unfavorable direction, the Portfolio would be in a better 
position than if it 
had not hedged at all.  If the price of the securities being 
hedged has moved in 
a favorable direction, this advantage will be partially 
offset by the futures 
contract.  If the price of the futures contract moves more 
than the price of the 
securities, a Portfolio will experience either a loss or a 
gain on the futures 
contract that will not be completely offset by movements in 
the price of the 
securities that are the subject of the hedge.  To compensate 
for the imperfect 
correlation of movements in the price of the securities 
being hedged and 
movements in the price of the index futures, a Portfolio may 
buy or sell index 
futures in a greater dollar amount than the dollar amount of 
the securities 
being hedged if the historical volatility of the prices of 
such securities being 
hedged is more than the historical volatility of the prices 
of the securities 
included in the index.  It is also possible that, where a 
Portfolio has sold 
index futures contracts to hedge against decline in the 
market, the market may 
advance and the value of the securities held in the 
portfolio may decline.  If 
this occurred, a Portfolio would lose money on the futures 
contract and also 
experience a decline in value of its portfolio securities.  
However, while this 
could occur for a very brief period or to a very small 
degree, over time the 
value of a diversified portfolio of securities will tend to 
move in the same 
direction as the market indices on which the futures 
contracts are based. 
 
     Where index futures are purchased to hedge against a 
possible increase in 
the price of securities before a Portfolio is able to invest 
in them in an 
orderly fashion, it is possible that the market may decline 
instead.  If the 
Portfolio then concludes not to invest in them at that time 
because of concern 
as to possible further market decline or for other reasons, 
it will realize a 
loss on the futures contract that is not offset by a 
reduction in the price of 
the securities it had anticipated purchasing. 
 
     To the extent that a Portfolio enters into futures 
contracts, options on 
futures contracts or options on foreign currencies traded on 
a CFTC-regulated 
exchange, in each case other than for bona fide hedging 
purposes (as defined by 
the CFTC), the aggregate initial margin and premiums 
required to establish those 
positions (excluding the amount by which options are "in-
the-money" at the time 
of purchase) will not exceed 5% of the liquidation value of 
the Portfolio's 
portfolio, after taking into account unrealized profits and 
unrealized losses on 
any contracts the Portfolio has entered into.  (In general, 
a call option on a 
futures contract is "in-the-money" if the value of the 
underlying futures 
contract exceeds the strike, i.e., exercise, price of the 
call; a put option on 
a futures contract is "in-the-money" if the value of the 
underlying futures 
contract is exceeded by the strike price of the put.)  This 
policy does not 
limit to 5% the percentage of the Portfolio's assets that 
are at risk in futures 
contracts, options on futures contracts and currency 
options. 
 
     Foreign Currency Hedging Strategies--Special 
Considerations.  Each 
Portfolio (other than Money Market Portfolio and Limited-
Term Bond Portfolio) 
may use options and futures contracts on foreign currencies 
(including the 
Euro), as described above, and forward currency contracts, 
as described below, 
to attempt to hedge against movements in the values of the 
foreign currencies in 
which the Portfolio's securities are denominated or to 
attempt to enhance income 
or yield.  Currency hedges can protect against price 
movements in a security 
that a Portfolio owns or intends to acquire that are 
attributable to changes in 
the value of the currency in which it is denominated.  Such 
hedges do not, 
however, protect against price movements in the securities 
that are attributable 
to other causes. 
 
     Each of these Portfolios might seek to hedge against 
changes in the value 
of a particular currency when no Financial Instruments on 
that currency are 
available or such Financial Instruments are more expensive 
than certain other 
Financial Instruments.  In such cases, a Portfolio may seek 
to hedge against 
price movements in that currency by entering into 
transactions using Financial 
Instruments on another currency or a basket of currencies, 
the values of which 
the Manager believes will have a high degree of positive 
correlation to the 
value of the currency being hedged.  The risk that movements 
in the price of the 
Financial Instrument will not correlate perfectly with 
movements in the price of 
the currency subject to the hedging transaction is magnified 
when this strategy 
is used. 
 
     The value of Financial Instruments on foreign 
currencies depends on the 
value of the underlying currency relative to the U.S. 
dollar.  Because foreign 
currency transactions occurring in the interbank market 
might involve 
substantially larger amounts than those involved in the use 
of such Financial 
Instruments, a Portfolio could be disadvantaged by having to 
deal in the odd lot 
market (generally consisting of transactions of less than $1 
million) for the 
underlying foreign currencies at prices that are less 
favorable than for round 
lots. 
 
     There is no systematic reporting of last sale 
information for foreign 
currencies or any regulatory requirement that quotations 
available through 
dealers or other market sources be firm or revised on a 
timely basis.  Quotation 
information generally is representative of very large 
transactions in the 
interbank market and thus might not reflect odd-lot 
transactions where rates 
might be less favorable.  The interbank market in foreign 
currencies is a 
global, round-the-clock market.  To the extent the U.S. 
options or futures 
markets are closed while the markets for the underlying 
currencies remain open, 
significant price and rate movements might take place in the 
underlying markets 
that cannot be reflected in the markets for the Financial 
Instruments until they 
reopen. 
 
     Settlement of transactions involving foreign currencies 
might be required 
to take place within the country issuing the underlying 
currency.  Thus, a 
Portfolio might be required to accept or make delivery of 
the underlying foreign 
currency in accordance with any U.S. or foreign regulations 
regarding the 
maintenance of foreign banking arrangements by U.S. 
residents and might be 
required to pay any fees, taxes and charges associated with 
such delivery 
assessed in the issuing country. 
 
     Forward Currency Contracts.  Each Portfolio (other than 
Money Market 
Portfolio and Limited-Term Bond Portfolio) may enter into 
forward currency 
contracts to purchase or sell foreign currencies for a fixed 
amount of U.S. 
dollars or another foreign currency.  A forward currency 
contract involves an 
obligation to purchase or sell a specific currency at a 
future date, which may 
be any fixed number of days (term) from the date of the 
forward currency 
contract agreed upon by the parties, at a price set at the 
time of the forward 
currency contract.  These forward currency contracts are 
traded directly between 
currency traders (usually large commercial banks) and their 
customers. 
 
     Such transactions may serve as long hedges; for 
example, a Portfolio may 
purchase a forward currency contract to lock in the U.S. 
dollar price of a 
security denominated in a foreign currency that the 
Portfolio intends to 
acquire.  Forward currency contract transactions may also 
serve as short hedges; 
for example, a Portfolio may sell a forward currency 
contract to lock in the 
U.S. dollar equivalent of the proceeds from the anticipated 
sale of a security, 
dividend or interest payment denominated in a foreign 
currency. 
 
     Each of these Portfolios may also use forward currency 
contracts to hedge 
against a decline in the value of existing investments 
denominated in foreign 
currency.  For example, if a Portfolio owned securities 
denominated in Euros, it 
could enter into a forward currency contract to sell Euros 
in return for U.S. 
dollars to hedge against possible declines in the Euro's 
value.  Such a hedge, 
sometimes referred to as a "position hedge," would tend to 
offset both positive 
and negative currency fluctuations, but would not offset 
changes in security 
values caused by other factors.  Each of these Portfolios 
could also hedge the 
position by selling another currency expected to perform 
similarly to the Euro. 
This type of hedge, sometimes referred to as a "proxy 
hedge," could offer 
advantages in terms of cost, yield, or efficiency, but 
generally would not hedge 
currency exposure as effectively as a simple hedge into U.S. 
dollars.  Proxy 
hedges may result in losses if the currency used to hedge 
does not perform 
similarly to the currency in which the hedged securities are 
denominated. 
 
     Each of these Portfolios also may use forward currency 
contracts to attempt 
to enhance income or yield.  A Portfolio could use forward 
currency contracts to 
increase its exposure to foreign currencies that the Manager 
believes might rise 
in value relative to the U.S. dollar, or shift its exposure 
to foreign currency 
fluctuations from one country to another.  For example, if a 
Portfolio owned 
securities denominated in a foreign currency and the Manager 
believed that 
currency would decline relative to another currency, it 
might enter into a 
forward currency contract to sell an appropriate amount of 
the first foreign 
currency, with payment to be made in the second foreign 
currency. 
 
     The cost to a Portfolio of engaging in forward currency 
contracts varies 
with factors such as the currency involved, the length of 
the contract period 
and the market conditions then prevailing.  Because forward 
currency contracts 
are usually entered into on a principal basis, no fees or 
commissions are 
involved.  When a Portfolio enters into a forward currency 
contract, it relies 
on the counterparty to make or take delivery of the 
underlying currency at the 
maturity of the contract.  Failure by the counterparty to do 
so would result in 
the loss of any expected benefit of the transaction. 
 
     As is the case with futures contracts, purchasers and 
sellers of forward 
currency contracts can enter into offsetting closing 
transactions, similar to 
closing transactions on futures contracts, by selling or 
purchasing, 
respectively, an instrument identical to the instrument 
purchased or sold. 
Secondary markets generally do not exist for forward 
currency contracts, with 
the result that closing transactions generally can be made 
for forward currency 
contracts only by negotiating directly with the 
counterparty.  Thus, there can 
be no assurance that a Portfolio will in fact be able to 
close out a forward 
currency contract at a favorable price prior to maturity.  
In addition, in the 
event of insolvency of the counterparty, a Portfolio might 
be unable to close 
out a forward currency contract at any time prior to 
maturity.  In either event, 
the Portfolio would continue to be subject to market risk 
with respect to the 
position, and would continue to be required to maintain a 
position in securities 
denominated in the foreign currency or to maintain cash or 
liquid assets in an 
account. 
 
     The precise matching of forward currency contract 
amounts and the value of 
the securities involved generally will not be possible 
because the value of such 
securities, measured in the foreign currency, will change 
after the forward 
currency contract has been established.  Thus, a Portfolio 
might need to 
purchase or sell foreign currencies in the spot (cash) 
market to the extent such 
foreign currencies are not covered by forward currency 
contracts.  The 
projection of short-term currency market movements is 
extremely difficult, and 
the successful execution of a short-term hedging strategy is 
highly uncertain. 
 
     Normally, consideration of the prospect for currency 
parities will be 
incorporated into the longer term investment decisions made 
with regard to 
overall diversification strategies.  However, the Manager 
believes that it is 
important to have the flexibility to enter into such forward 
currency contracts 
when it determines that the best interests of a Portfolio 
will be served. 
 
     Successful use of forward currency contracts depends on 
the Manager's skill 
in analyzing and predicting currency values.  Forward 
currency contracts may 
substantially change a Portfolio's exposure to changes in 
currency exchange 
rates and could result in losses to a Portfolio if 
currencies do not perform as 
the Manager anticipates.  There is no assurance that the 
Manager's use of 
forward currency contracts will be advantageous to a 
Portfolio or that the 
Manager will hedge at an appropriate time. 
 
     Combined Positions.  A Portfolio may purchase and write 
options in 
combination with each other, or in combination with futures 
or forward 
contracts, to adjust the risk and return characteristics of 
its overall 
position.  For example, a Portfolio may purchase a put 
option and write a call 
option on the same underlying instrument, in order to 
construct a combined 
position whose risk and return characteristics are similar 
to selling a futures 
contract.  Another possible combined position would involve 
writing a call 
option at one strike price and buying a call option at a 
lower price, in order 
to reduce the risk of the written call option in the event 
of a substantial 
price increase.  Because combined options positions involve 
multiple trades, 
they result in higher transaction costs and may be more 
difficult to open and 
close out. 
 
     Turnover.  A Portfolio's options and futures activities 
may affect its 
turnover rate and brokerage commission payments.  The 
exercise of calls or puts 
written by a Portfolio, and the sale or purchase of futures 
contracts, may cause 
it to sell or purchase related investments, thus increasing 
its turnover rate. 
Once a Portfolio has received an exercise notice on an 
option it has written, it 
cannot effect a closing transaction in order to terminate 
its obligation under 
the option and must deliver or receive the underlying 
securities at the exercise 
price.  The exercise of puts purchased by a Portfolio may 
also cause the sale of 
related investments, also increasing turnover; although such 
exercise is within 
a Portfolio's control, holding a protective put might cause 
it to sell the 
related investments for reasons that would not exist in the 
absence of the put. 
A Portfolio will pay a brokerage commission each time it 
buys or sells a put or 
call or purchases or sells a futures contract.  Such 
commissions may be higher 
than those that would apply to direct purchases or sales. 
 
     Swaps, Caps, Collars and Floors.  Each of the 
Portfolios (other than Money 
Market Portfolio) may enter into swaps, caps, collars and 
floors to preserve a 
return or a spread on a particular investment or portion of 
its portfolio, to 
protect against any increase in the price of securities a 
Portfolio anticipates 
purchasing at a later date or to attempt to enhance yield.  
Swaps involve the 
exchange by a Portfolio with another party of their 
respective commitments to 
pay or receive cash flows, e.g., an exchange of floating 
rate payments for 
fixed-rate payments.  The purchase of a cap entitles the 
purchaser, to the 
extent that a specified index exceeds a predetermined value, 
to receive payments 
on a notional principal amount from the party selling the 
cap.  The purchase of 
a floor entitles the purchaser, to the extent that a 
specified index falls below 
a predetermined value, to receive payments on a notional 
principal amount from 
the party selling the floor.  A collar combines elements of 
buying a cap and 
selling a floor. 
 
     Swap agreements, including caps, collars and floors, 
can be individually 
negotiated and structured to include exposure to a variety 
of different types 
of investments or market factors.  Depending on their 
structure, swap 
agreements may increase or decrease the overall volatility 
of a Portfolio's 
investments and its share price and yield because, and to 
the extent, these 
agreements affect a Portfolio's exposure to long- or short-
term interest rates 
(in the United States or abroad), foreign currency values, 
mortgage-backed 
security values, corporate borrowing rates, or other factors 
such as security 
prices or inflation rates. 
 
     Swap agreements will tend to shift a Portfolio's 
investment exposure from 
one type of investment to another.  For example, if a 
Portfolio agrees to 
exchange payments in U.S. dollars for payments in foreign 
currency, the swap 
agreement would tend to decrease the Portfolio's exposure to 
U.S. interest rates 
and increase its exposure to foreign currency and interest 
rates.  Caps and 
floors have an effect similar to buying or writing options. 
 
     The creditworthiness of firms with which a Portfolio 
enters into swaps, 
caps, collars or floors will be monitored by the Manager in 
accordance with 
procedures adopted by the Fund's Board of Directors.  If a 
firm's 
creditworthiness declines, the value of the agreement would 
be likely to 
decline, potentially resulting in losses.  If a default 
occurs by the other 
party to such transaction, a Portfolio will have contractual 
remedies pursuant 
to the agreements related to the transaction. 
 
     The net amount of the excess, if any, of a Portfolio's 
obligations over its 
entitlements with respect to each swap will be accrued on a 
daily basis and an 
amount of cash or liquid assets having an aggregate net 
asset value at least 
equal to the accrued excess will be maintained in an account 
with the 
Portfolio's custodian that satisfies the requirements of the 
1940 Act.  Each 
Portfolio will also establish and maintain such account with 
respect to its 
total obligations under any swaps that are not entered into 
on a net basis and 
with respect to any caps or floors that are written by the 
Portfolio.  The 
Manager and the Portfolios believe that such obligations do 
not constitute 
senior securities under the 1940 Act and, accordingly, will 
not treat them as 
being subject to a Portfolio's borrowing restrictions.  The 
position of the SEC 
is that assets involved in swap transactions are illiquid 
and are, therefore, 
subject to the limitations on investing in illiquid 
securities. 
 
  Borrowing 
 
     Each of the Portfolios, other than Small Cap Portfolio, 
may borrow money, 
but only from banks and for emergency or extraordinary 
purposes.  Small Cap 
Portfolio may borrow money, only from banks, to purchase 
securities and only to 
the extent that the value of its assets, less its 
liabilities other than 
borrowings, is equal to at least 300% of all borrowings 
including the proposed 
borrowing.  If a Portfolio does borrow, its share price may 
be subject to 
greater fluctuation until the borrowing is paid off. 
 
Investment Restrictions and Limitations 
 
     Certain of the Portfolios' investment restrictions and 
other limitations 
are described in this SAI.  The following are each 
Portfolio's, other than Asset 
Strategy Portfolio, fundamental investment limitations set 
forth in their 
entirety, which cannot be changed without shareholder 
approval.  For this 
purpose, shareholder approval means the approval, at a 
meeting of Portfolio 
shareholders, by the lesser of (1) the holders of 67% or 
more of the Portfolio's 
shares represented at the meeting, if more than 50% of the 
Portfolio's 
outstanding shares are present in person or by proxy or (2) 
more than 50% of the 
Portfolio's outstanding shares.  A Portfolio (other than 
Asset Strategy 
Portfolio) may not: 
 
    (i)  Issue senior securities (except that each Portfolio 
may borrow money as 
         described below); 
 
   (ii)  Purchase or sell physical commodities; however, 
this policy shall not 
         prevent a Portfolio other than Money Market 
Portfolio from purchasing 
         and selling foreign currency, futures contracts, 
options, forward 
         contracts, swaps, caps, collars, floors and other 
financial 
         instruments; 
 
  (iii)  Buy real estate or any nonliquid interests in real 
estate investment 
         trusts; 
 
   (iv)  Make loans, except loans of portfolio securities, 
and a Portfolio may 
         buy debt securities and other obligations 
consistent with its goal(s) 
         and its other investment policies and restrictions; 
 
    (v)  Invest for the purpose of exercising control or 
management of other 
         companies; 
 
   (vi)  Sell securities short (unless, for a Portfolio 
other than Money Market 
         Portfolio, it owns or has the right to obtain 
securities equivalent in 
         kind and amount to the securities sold short) or 
purchase securities on 
         margin, except that, for a Portfolio other than 
Money Market Portfolio, 
         (1) this policy does not prevent the Portfolio from 
entering into short 
         positions in foreign currency, futures contracts, 
options, forward 
         contracts, swaps, caps, collars, floors and other 
financial 
         instruments, (2) the Portfolio may obtain such 
short-term credits as 
         are necessary for the clearance of transactions, 
and (3) the Portfolio 
         may make margin payments in connection with futures 
contracts, options, 
         forward contracts, swaps, caps, collars, floors and 
other financial 
         instruments; 
 
  (vii)  Engage in the underwriting of securities, except 
insofar as it may be 
         deemed an underwriter in selling shares of a 
Portfolio and except as it 
         may be deemed such in the sale of restricted 
securities; 
 
 (viii)  Except for Small Cap Portfolio (see "Borrowing"), 
borrow money except 
         from banks as a temporary measure or for 
extraordinary or emergency 
         purposes and not for investment purposes, and only 
up to 5% of the 
         value of a Portfolio's total assets; or 
 
   (ix)  With respect to 75% of its total assets, purchase 
securities of any one 
         issuer (other than cash items and "Government 
securities" as defined in 
         the 1940 Act), if immediately after and as a result 
of such purchase, 
         (a) the value of the holdings of the Portfolio in 
the securities of 
         such issuer exceeds 5% of the value of the 
Portfolio's total assets, or 
         (b) the Portfolio owns more than 10% of the 
outstanding voting 
         securities of such issuer; or, except for Money 
Market Portfolio, buy a 
         security if more than 25% of its assets would then 
be invested in 
         securities of companies in any one industry (U.S. 
Government securities 
         are not included in this restriction); provided, 
however, that Science 
         and Technology Portfolio may invest more than 25% 
of its assets in 
         securities of companies in the science and 
technology industries. 
 
     As additional fundamental policies of Money Market 
Portfolio that may not 
be changed without shareholder approval, Money Market 
Portfolio may not: 
 
    (i)  Engage in arbitrage transactions; 
 
   (ii)  Pledge, mortgage or hypothecate assets as security 
for indebtedness 
         except to secure permitted borrowings; or 
 
  (iii)  Buy a security if more than 25% of its assets would 
then be invested in 
         securities of companies in any one industry (U.S. 
Government securities 
         and bank obligations and instruments are not 
included in this 
         restriction). 
 
     The following are fundamental policies of Asset 
Strategy Portfolio and may 
not be changed without shareholder approval.  Asset Strategy 
Portfolio may not: 
 
     (i)  With respect to 75% of the Portfolio's total 
assets, purchase the 
          securities of any issuer (other than obligations 
issued or guaranteed 
          by the United States government, or any of its 
agencies or 
          instrumentalities) if, as a result thereof, (a) 
more than 5% of the 
          Portfolio's total assets would be invested in the 
securities of such 
          issuer, or (b) the Portfolio would hold more than 
10% of the 
          outstanding voting securities of such issuer; 
 
    (ii)  Issue bonds or any other class of securities 
preferred over shares of 
          the Portfolio in respect of the Portfolio's assets 
or earnings, 
          provided that the Portfolio may issue additional 
classes of shares in 
          accordance with the Fund's Articles of 
Incorporation; 
 
   (iii)  Sell securities short (unless it owns or has the 
right to obtain 
          securities equivalent in kind and amount to the 
securities sold short) 
          or purchase securities on margin, except that (1) 
this policy does not 
          prevent the Portfolio from entering into short 
positions in foreign 
          currency, futures contracts, options, forward 
contracts, swaps, caps, 
          collars, floors and other financial instruments, 
(2) the Portfolio may 
          obtain such short-term credits as are necessary 
for the clearance of 
          transactions, and (3) the Portfolio may make 
margin payments in 
          connection with futures contracts, options, 
forward contracts, swaps, 
          caps, collars, floors and other financial 
instruments; 
 
    (iv)  Borrow money, except that the Portfolio may borrow 
money for emergency 
          or extraordinary purposes (not for leveraging or 
investment) in an 
          amount not exceeding 33 1/3% of the value of its 
total assets (less 
          liabilities other than borrowings).  Any 
borrowings that come to 
          exceed 33 1/3% of the value of the Portfolio's 
total assets by reason 
          of a decline in net assets will be reduced within 
three days to the 
          extent necessary to comply with the 33 1/3% 
limitation.  For purposes 
          of this limitation, "three days" means three days, 
exclusive of 
          Sundays and holidays; 
 
     (v)  Underwrite securities issued by others, except to 
the extent that the 
          Portfolio may be deemed to be an underwriter 
within the meaning of the 
          Securities Act of 1933 in the disposition of 
restricted securities; 
 
    (vi)  Purchase the securities of any issuer (other than 
obligations issued 
          or guaranteed by the United States government or 
any of its agencies 
          or instrumentalities) if, as a result, more than 
25% of the 
          Portfolio's total assets (taken at current value) 
would be invested in 
          the securities of issuers having their principal 
business activities 
          in the same industry; 
 
   (vii)  Invest in real estate limited partnerships or 
purchase or sell real 
          estate unless acquired as a result of ownership of 
securities (but 
          this shall not prevent the Portfolio from 
purchasing and selling 
          securities issued by companies or other entities 
or investment 
          vehicles that deal in real estate or interests 
therein, nor shall this 
          prevent the Portfolio from purchasing interests in 
pools of real 
          estate mortgage loans); 
 
  (viii)  Purchase or sell physical commodities, except that 
the Portfolio may 
          purchase and sell precious metals for temporary, 
defensive purposes; 
          however, this policy shall not prevent the 
Portfolio from purchasing 
          and selling foreign currency, futures contracts, 
options, forward 
          contracts, swaps, caps, collars, floors and other 
financial 
          instruments; or 
 
    (ix)  Make loans, except (a) by lending portfolio 
securities provided that 
          no securities loan will be made if, as a result 
thereof, more than 10% 
          of the Portfolio's total assets (taken at current 
value) would be lent 
          to another party; (b) through the purchase of debt 
securities and 
          other obligations consistent with its goal and 
other investment 
          policies and restrictions; and (c) by engaging in 
repurchase 
          agreements with respect to portfolio securities. 
 
     The following investment restrictions are not 
fundamental and may be 
changed by the Fund's Board of Directors without approval of 
the shareholders of 
the affected Portfolios: 
 
      (i) At least 65% of each of Bond Portfolio's and 
Limited-Term Bond 
          Portfolio's total assets will be invested during 
normal market 
          conditions in debt securities, and at least 65% of 
High Income 
          Portfolio's total assets will be invested during 
normal market 
          conditions to seek a high level of current income.  
Bond Portfolio may 
          not purchase any securities other than debt 
securities if, as a result 
          of such purchase, more than 10% of its total 
assets would be invested 
          in non-debt securities.  This 10% limit does not 
include a non-debt 
          security held as a result of a conversion of a 
debt security or 
          exercise of a warrant. 
 
    (ii)  At least 65% of Small Cap Portfolio's total assets 
will be invested 
          during normal market conditions in companies whose 
market 
          capitalizations do not exceed $1.5 billion at the 
time their 
          securities are acquired by the Portfolio. 
 
   (iii)  At least 25% of Balanced Portfolio's total assets 
will be invested 
          during normal market conditions in fixed-income 
senior securities. 
 
    (iv)  At least 80% of International Portfolio's assets 
will be invested 
          during normal market conditions in foreign 
securities.  International 
          Portfolio may not purchase a foreign security if, 
as a result of such 
          purchase, more than 75% of its assets would be 
invested in issuers of 
          that foreign country.  International Portfolio 
currently intends to 
          have at least 65% of its assets invested in 
issuers of at least three 
          different foreign countries and may not invest 
more than 25% of its 
          assets in securities issued by the government of 
any one foreign 
          country. 
 
     (v)  Each of Balanced Portfolio, Growth Portfolio, 
Income Portfolio, 
          International Portfolio, Limited-Term Bond 
Portfolio, Science and 
          Technology Portfolio and Small Cap Portfolio does 
not currently intend 
          to invest in non-investment grade debt securities 
if, as a result of 
          such investment, more than 5% of its assets would 
consist of such 
          investments.  Asset Strategy Portfolio may not 
invest more than 35% of 
          its total assets in non-investment grade debt 
securities. 
 
    (vi)  Money Market Portfolio may not purchase the 
securities of any one 
          issuer (other than U.S. Government securities) if, 
as a result of such 
          purchase, more than 5% of its total assets would 
be invested in the 
          securities of any one issuer, as determined in 
accordance with Rule 
          2a-7.  Money Market Portfolio may not invest more 
than 5% of its total 
          assets in securities rated in the second highest 
rating category by 
          the requisite rating organization(s) or comparable 
unrated securities, 
          with investments in such securities of any one 
issuer (except U.S. 
          Government securities) limited to the greater of 
1% of the Portfolio's 
          assets or $1,000,000, as determined in accordance 
with Rule 2a-7. 
 
   (vii)  High Income Portfolio may not purchase a common 
stock if, as a result, 
          more than 20% of its total assets would be 
invested in common stocks. 
          This 20% limit includes common stocks acquired on 
conversion of 
          convertible securities, on exercise of warrants or 
call options or in 
          any other voluntary manner.  The Portfolio does 
not currently intend 
          to invest more than 10% of its total assets in 
non-dividend-paying 
          common stocks. 
 
  (viii)  Subject to the diversification requirements of 
Rule 2a-7, Money Market 
          Portfolio may invest up to 10% of its total assets 
in Canadian 
          Government obligations.  Money Market Portfolio 
may not invest more 
          than 25% of its assets in a combination of 
Canadian Government 
          obligations and foreign bank obligations. 
 
    (ix)  Asset Strategy Portfolio currently intends to 
limit its investments in 
          foreign securities, under normal market 
conditions, to no more than 
          50% of its total assets and to limit its 
investments in obligations of 
          any single foreign government to less than 25% of 
its total assets. 
 
     (x)  Each of Bond Portfolio, Growth Portfolio, High 
Income Portfolio, 
          Income Portfolio, Science and Technology Portfolio 
and Small Cap 
          Portfolio may not invest more than 20% of its 
total assets in foreign 
          securities. 
 
    (xi)  Each Portfolio may not purchase a security if, as 
a result, more than 
          10% (15% for Asset Strategy Portfolio) of its net 
assets would consist 
          of illiquid investments. 
 
   (xii)  Each of Balanced Portfolio, International 
Portfolio and Science and 
          Technology Portfolio may invest up to 10% of its 
total assets in 
          shares of investment companies that do not redeem 
their shares if the 
          Portfolio buys these shares in a regular 
transaction in the open 
          market or acquires them as part of a 
reorganization, consolidation or 
          merger; however, these Portfolios do not currently 
intend to invest 
          more than 5% of their respective assets in such 
securities.  Asset 
          Strategy Portfolio does not currently intend to 
purchase shares of 
          investment companies that do not redeem their 
shares except in a 
          regular transaction in the open market and if, as 
a result, no more 
          than 10% of its total assets would be invested in 
such shares.  Asset 
          Strategy Portfolio does not currently intend to 
purchase shares of 
          open-end investment companies. 
 
  (xiii)  Each of Asset Strategy Portfolio, International 
Portfolio and Limited- 
          Term Bond Portfolio does not currently intend to 
purchase the 
          securities of any issuer (other than securities 
issued or guaranteed 
          by domestic or foreign governments or political 
subdivisions thereof) 
          if, as a result, more than 5% of its total assets 
would be invested in 
          the securities of business enterprises that, 
including predecessors, 
          have a record of less than three years of 
continuous operation.  This 
          restriction does not apply to any obligations 
issued or guaranteed by 
          the U.S. government or a state or local government 
authority, or their 
          respective instrumentalities, or to collateralized 
mortgage 
          obligations, other mortgage-related securities, 
asset-backed 
          securities, indexed securities or OTC derivative 
instruments. 
 
   (xiv)  A Portfolio may not participate on a joint, or a 
joint and several, 
          basis in any trading account in any securities 
(but this does not 
          prohibit the "bunching" of orders for the sale or 
purchase of 
          Portfolio securities with any other Portfolio or 
with other advisory 
          accounts of the Manager or any of its affiliates 
to reduce brokerage 
          commissions or otherwise to achieve best 
execution); 
 
    (xv)  Asset Strategy Portfolio does not currently intend 
to lend assets 
          other than securities to other parties, except by 
acquiring loans, 
          loan participations, or other forms of direct debt 
instruments.  This 
          limitation does not apply to purchases of debt 
securities or to 
          repurchase agreements; 
 
   (xvi)  Asset Strategy Portfolio does not currently intend 
to invest in oil, 
          gas, or other mineral exploration or development 
programs or leases. 
 
     An investment policy or limitation that states a 
maximum percentage of a 
Portfolio's assets that may be so invested or prescribes 
quality standards is 
typically applied immediately after, and based on, the 
Portfolio's acquisition 
of an asset.  Accordingly, a subsequent change in the 
asset's value, net assets, 
or other circumstances will not be considered when 
determining whether the 
investment complies with the Portfolio's investment policies 
and limitations. 
 
Portfolio Turnover 
 
     A Portfolio turnover rate is, in general, the 
percentage computed by taking 
the lesser of purchases or sales of portfolio securities for 
a year and dividing 
it by the monthly average of the market value of such 
securities during the 
year, excluding certain short-term securities.  A 
Portfolio's turnover rate may 
vary greatly from year to year as well as within a 
particular year. 
 
     The portfolio turnover rates for the fiscal years ended 
December 31, 1998 
and December 31, 1997 for each of the Portfolios then in 
existence were as 
follows: 
 
                                   1998           1997 
                                   ----           ---- 
 
Asset Strategy Portfolio          189.02%        222.50% 
Balanced Portfolio                 54.62          55.66 
Bond Portfolio                     32.75          36.81 
Growth Portfolio                   75.58         162.41 
High Income Portfolio              63.64          65.28 
Income Portfolio                   62.84          36.61 
International Portfolio            88.84         117.37 
Limited-Term Bond Portfolio        47.11          35.62 
Money Market Portfolio              0.00           0.00 
Science and Technology Portfolio   64.72          15.63 
Small Cap Portfolio               177.32         211.46 
 
     The high portfolio turnover rate for Growth Portfolio 
and Small Cap 
Portfolio was due to the active management of each portfolio 
and the volatility 
of the stock market during this period.  A high turnover 
rate will increase 
transaction costs and commission costs that will be borne by 
the Fund and may 
generate taxable income or loss.  Because short-term 
securities are generally 
excluded from computation of the turnover rate, a rate is 
not computed for Money 
Market Portfolio. 
 
                    INVESTMENT MANAGEMENT AND OTHER SERVICES 
 
The Management Agreement 
 
     The Fund has an Investment Management Agreement (the 
"Management 
Agreement") with Waddell & Reed, Inc.  On January 8, 1992, 
subject to the 
authority of the Fund's Board of Directors, Waddell & Reed, 
Inc. assigned the 
Management Agreement and all related investment management 
duties (and related 
professional staff) to the Manager, a wholly owned 
subsidiary of Waddell & Reed, 
Inc.  Under the Management Agreement, the Manager is 
employed to supervise the 
investments of each Portfolio and provide investment advice 
to each Portfolio. 
The address of the Manager and Waddell & Reed, Inc. is 6300 
Lamar Avenue, P. O. 
Box 29217, Shawnee Mission, Kansas  66201-9217.  Waddell & 
Reed, Inc. is the 
Fund's distributor. 
 
     The Management Agreement permits Waddell & Reed, Inc. 
or an affiliate of 
Waddell & Reed, Inc. to enter into a separate agreement for 
accounting services 
("Accounting Services Agreement") with the Fund.  The 
Management Agreement 
contains detailed provisions as to the matters to be 
considered by the Fund's 
Directors prior to approving any Accounting Services 
Agreement. 
 
Waddell & Reed Financial, Inc. 
 
     The Manager is a wholly owned subsidiary of Waddell & 
Reed, Inc.  Waddell & 
Reed, Inc. is a wholly owned subsidiary of Waddell & Reed 
Financial Services, 
Inc., a holding company.  Waddell & Reed Financial Services, 
Inc. is a wholly 
owned subsidiary of Waddell & Reed Financial, Inc., a 
publicly held company. 
The address of these companies is 6300 Lamar Avenue, P.O. 
Box 29217, Shawnee 
Mission, KS 66201-9217. 
 
     Waddell & Reed, Inc. and its predecessors served as 
investment manager to 
the Fund and to each of the registered investment companies 
in the United Group 
of Mutual Funds, except United Asset Strategy Fund, Inc., 
since 1940 or the 
company's inception date, whichever was later, until January 
8, 1992, when it 
assigned its duties as investment manager for these funds 
(and the related 
professional staff) to the Manager.  The Manager has also 
served as investment 
manager for Waddell & Reed Funds, Inc. since its inception 
in September 1992 and 
United Asset Strategy Fund, Inc. since it began operations 
in March 1995. 
Waddell & Reed, Inc. serves as distributor for Policies for 
which the Fund is 
the underlying investment vehicle and as underwriter for the 
investment 
companies in the United Group of Mutual Funds and Waddell & 
Reed Funds, Inc. 
 
Accounting Services 
 
     Under the Accounting Services Agreement entered into 
between the Fund and 
Waddell & Reed Services Company (the "Agent"), a subsidiary 
of Waddell & Reed, 
Inc., the Agent provides the Fund with bookkeeping and 
accounting services and 
assistance including maintenance of the Fund's records, 
pricing of the 
Portfolios' shares, and preparation of prospectuses, proxy 
statements and 
certain reports.  A new Accounting Services Agreement, or 
amendments to an 
existing one, may be approved by the Fund's Board of 
Directors without 
shareholder approval. 
 
Payments by the Fund for Management and Accounting Services 
 
     Under the Management Agreement, for the Manager's 
management services, the 
Fund pays the Manager a fee as described in the Prospectus.  
Prior to the above- 
described assignment from Waddell & Reed, Inc. to the 
Manager, all fees were 
paid to Waddell & Reed, Inc.  The management fees paid to 
the Manager, during 
the last three fiscal years for each Portfolio then in 
existence were as 
follows: 
 
                                    Periods ended December 
31, 
                                  --------------------------
- -- 
                                      1998      1997      
1996 
                                      ----      ----      --
- -- 
 
Asset Strategy Portfolio        $   91,048$   71,899$   
59,397 
Balanced Portfolio                 471,708   324,830   
194,884 
Bond Portfolio                     547,604   491,520   
469,708 
Growth Portfolio                 4,903,762 4,150,034 
3,238,802 
High Income Portfolio              801,018   690,862   
590,009 
Income Portfolio                 5,015,935 3,955,628 
2,772,236 
International Portfolio          1,168,796   799,824   
513,923 
Limited-Term Bond Portfolio         22,936    21,919    
18,112 
Money Market Portfolio             223,299   192,321   
181,734 
Science and Technology Portfolio*  126,390    27,836 
Small Cap Portfolio              1,395,302 1,018,984   
689,578 
 
* Science and Technology Portfolio began operations April 4, 
1997. 
 
     The Fund accrues and pays this fee daily. 
 
     Under the Accounting Services Agreement, the Fund pays 
Waddell & Reed 
Services Company a fee for accounting services as described 
in the Prospectus. 
Fees paid to the Agent for the last three fiscal years for 
each Portfolio then 
in existence were as follows: 
 
                                    Periods ended December 
31, 
                                  --------------------------
- -- 
                                      1998      1997      
1996 
                                      ----      ----      --
- -- 
 
Asset Strategy Portfolio           $ 9,167   $   ---   $   -
- -- 
Balanced Portfolio                  30,000    25,833    
19,167 
Bond Portfolio                      40,000    30,000    
30,000 
Growth Portfolio                    72,500    67,500    
60,000 
High Income Portfolio               40,000    38,333    
30,000 
Income Portfolio                    72,500    65,833    
59,167 
International Portfolio             40,000    35,833    
30,000 
Limited-Term Bond Portfolio            ---       ---       -
- -- 
Money Market Portfolio              23,333    20,000    
20,000 
Science and Technology Portfolio*   11,667       --- 
Small Cap Portfolio                 40,000    38,333    
30,000 
 
* Science and Technology Portfolio began operations April 4, 
1997. 
 
     Since the Fund pays a management fee for investment 
supervision and an 
accounting services fee for accounting services as discussed 
above, the Manager 
and Waddell & Reed Services Company, respectively, pay all 
of their own expenses 
in providing these services.  Waddell & Reed, Inc. and 
affiliates pay the Fund's 
Directors and officers who are affiliated with the Manager 
and Waddell & Reed, 
Inc.  The Fund pays the fees and expenses of the Fund's 
other Directors.  The 
Fund pays all of its other expenses.  These include the 
costs of printing and 
mailing materials sent to shareholders, audit and outside 
legal fees, taxes, 
brokerage commissions, interest, insurance premiums, fees 
payable under 
securities laws and to the Investment Company Institute, 
cost of processing and 
maintaining shareholder records, cost of systems or services 
used to price 
Portfolio securities and nonrecurring and extraordinary 
expenses, including 
litigation and indemnification relating to litigation. 
 
  Service Plan 
 
     Under a Service Plan (the "Plan") adopted by the Fund 
pursuant to Rule 12b- 
1 under the 1940 Act, each Portfolio may pay Waddell & Reed, 
Inc. a fee not to 
exceed .25% of the Portfolio's average annual net assets, 
paid monthly, to 
compensate Waddell & Reed, Inc. for its costs and expenses 
in connection with 
the provision of personal services to Policyowners and/or 
maintenance of 
Policyowner accounts. 
 
     The Plan permits Waddell & Reed, Inc. to be compensated 
for amounts it 
expends in compensating, training and supporting registered 
account 
representatives, sales managers and/or other appropriate 
personnel in providing 
personal services to Policyowners and/or maintaining 
Policyowner accounts; 
increasing services provided to Policyowners by office 
personnel; engaging in 
other activities useful in providing personal service to 
Policyowners and/or 
maintenance of Policyowner accounts; and in compensating 
broker-dealers who may 
regularly sell Policies, and other third parties, for 
providing shareholder 
services and/or maintaining Policyowner accounts. 
 
     The only Directors or interested persons, as defined in 
the 1940 Act, of 
the Fund who have a direct or indirect financial interest in 
the operation of 
the Plan are the officers and Directors who are also 
officers of either Waddell 
& Reed, Inc. or its affiliate(s) or who are shareholders of 
Waddell & Reed 
Financial, Inc., the indirect parent company of Waddell & 
Reed, Inc.  The Plan 
is anticipated to benefit the Fund and the Policyholders 
through Waddell & Reed, 
Inc.'s activities to provide personal services to the 
Policyholders and thereby 
promote the maintenance of their accounts with the Fund.  
The Fund anticipates 
that Policyholders may benefit to the extent that Waddell & 
Reed's activities 
are successful in increasing the assets of the Fund through 
reduced redemptions 
and reducing a Policyholder's share of Fund and Portfolio 
expenses.  In 
addition, the Fund anticipates that the revenues from the 
Plan will provide 
Waddell & Reed, Inc. with greater resources to make the 
financial commitments 
necessary to continue to improve the quality and level of 
services to the Fund 
and Policyholders. 
 
     The Plan was approved by the Fund's Board of Directors, 
including the 
Directors who are not interested persons of the Fund and who 
have no direct or 
indirect financial interest in the operations of the Plan or 
any agreement 
referred to in the Plan (hereafter, the "Plan Directors").  
The Plan was also 
approved as to each Portfolio by the shareholders of the 
Portfolio. 
 
     Among other things, the Plan provides that (i) Waddell 
& Reed, Inc. will 
provide to the Directors of the Fund at least quarterly, and 
the Directors will 
review, a report of amounts expended under the Plan and the 
purposes for which 
such expenditures were made, (ii) the Plan will continue in 
effect only so long 
as it is approved at least annually, and any material 
amendments thereto will be 
effective only if approved, by the Directors including the 
Plan Directors acting 
in person at a meeting called for that purpose, (iii) 
amounts to be paid by a 
Portfolio under the Plan may not be materially increased 
without the vote of the 
holders of a majority of the outstanding shares of the 
Portfolio, and (iv) while 
the Plan remains in effect, the selection and nomination of 
the Directors who 
are Plan Directors will be committed to the discretion of 
the Plan Directors. 
During the fiscal year ended December 31, 1998, each 
Portfolio paid the 
following amount under the Plan: 
 
     Asset Strategy Portfolio             $ 10,564 
     Balanced Portfolio                     70,517 
     Bond Portfolio                         91,435 
     Growth Portfolio                      596,938 
     High Income Portfolio                 100,812 
     Income Portfolio                      613,994 
     International Portfolio               124,954 
     Limited-Term Bond Portfolio             3,439 
     Money Market Portfolio                 42,893 
     Science and Technology Portfolio       20,058 
     Small Cap Portfolio                   135,569 
 
Custodial and Auditing Services 
 
     The Custodian for each Portfolio is UMB Bank, n.a., 
Kansas City, Missouri. 
In general, the Custodian is responsible for holding the 
Portfolios' cash and 
securities.  Deloitte & Touche LLP, Kansas City, Missouri, 
the Fund's 
independent auditors, audits the Fund's annual financial 
statements. 
 
                                NET ASSET VALUE 
 
     The net asset value of one of the shares of a Portfolio 
is the value of the 
Portfolio's assets, less liabilities, divided by the total 
number of shares 
outstanding.  For example, if on a particular day a 
Portfolio owned securities 
worth $100 and held cash of $15, the total value of the 
assets would be $115. 
If it had a liability of $5, the net asset value would be 
$110 ($115 minus $5). 
If it had 11 shares outstanding, the net asset value of one 
share would be $10 
($110 divided by 11). 
 
     The net asset value per share of each Portfolio is 
computed on each day 
that the New York Stock Exchange ("NYSE") is open for 
trading as of the later of 
the close of the regular session of the NYSE or the close of 
the regular session 
of any other securities or commodities exchange on which an 
option or future 
held by a Portfolio is traded.  The NYSE ordinarily closes 
at 4:00 p.m. Eastern 
time.  The NYSE annually announces the days on which it will 
not be open for 
trading.  The most recent announcement indicates that it 
will not be open on the 
following days:  New Year's Day, Martin Luther King, Jr. 
Day, Presidents' Day, 
Good Friday, Memorial Day, Independence Day, Labor Day, 
Thanksgiving Day and 
Christmas Day.  However, it is possible that the NYSE may 
close on other days. 
The net asset value will change every business day, since 
the value of the 
assets and the number of shares outstanding change every 
business day. 
 
     Under Rule 2a-7, Money Market Portfolio uses the 
"amortized cost method" 
for valuing its portfolio securities provided it meets 
certain conditions.  As a 
general matter, the primary conditions imposed under Rule 
2a-7 relating to the 
Portfolio's investments are that the Portfolio must:  (i) 
not maintain a dollar- 
weighted average portfolio maturity in excess of 90 days;  
(ii) limit its 
investments, including repurchase agreements, to those 
instruments which are 
U.S. dollar denominated and which the Fund's Board of 
Directors determines 
present minimal credit risks and which are rated in one of 
the two highest 
rating categories by the requisite NRSRO(s), as defined in 
Rule 2a-7; or, in the 
case of any instrument that is not rated, of comparable 
quality as determined 
under procedures established by and under the general 
supervision and 
responsibility of the Fund's Board of Directors; (iii) limit 
its investments in 
the securities of any one issuer (except U.S. Government 
securities) to no more 
than 5% of its assets; (iv) limit its investments in 
securities rated in the 
second highest rating category by the requisite NRSRO(s) or 
comparable unrated 
securities to no more than 5% of its assets; (v) limit its 
investments in the 
securities of any one issuer which are rated in the second 
highest rating 
category by the requisite NRSRO(s) or comparable unrated 
securities to the 
greater of 1% of its assets or $1,000,000; and (vi) limit 
its investments to 
securities with a remaining maturity of not more than 397 
days.  Rule 2a-7 sets 
forth the method by which the maturity of a security is 
determined.  The 
amortized cost method involves valuing an instrument at its 
cost and thereafter 
assuming a constant amortization rate to maturity of any 
discount or premium, 
and does not reflect the impact of fluctuating interest 
rates on the market 
value of the security.  This method does not take into 
account unrealized gains 
or losses. 
 
     While the amortized cost method provides some degree of 
certainty in 
valuation, there may be periods during which value, as 
determined by amortized 
cost, is higher or lower than the price the Portfolio would 
receive if it sold 
the instrument.  During periods of declining interest rates, 
the daily yield on 
the Portfolio's shares may tend to be higher than a like 
computation made by a 
fund with identical investments utilizing a method of 
valuation based upon 
market prices and estimates of market prices for all of its 
portfolio 
instruments and changing its dividends based on these 
changing prices.  Thus, if 
the use of amortized cost by the Portfolio resulted in a 
lower aggregate 
portfolio value on a particular day, a prospective investor 
in the Portfolio's 
shares would be able to obtain a somewhat higher yield than 
would result from 
investment in such a fund, and existing investors in the 
Portfolio's shares 
would receive less investment income.  The converse would 
apply in a period of 
rising interest rates. 
 
     Under Rule 2a-7, the Fund's Board of Directors must 
establish procedures 
designed to stabilize, to the extent reasonably possible, 
the Portfolio's price 
per share as computed for the purpose of sales and 
redemptions at $1.00.  Such 
procedures must include review of the portfolio holdings by 
the Board of 
Directors at such intervals as it may deem appropriate and 
at such intervals as 
are reasonable in light of current market conditions to 
determine whether the 
Portfolio's net asset value calculated by using available 
market quotations (see 
below) deviates from the per share value based on amortized 
cost. 
 
     For the purpose of determining whether there is any 
deviation between the 
value of the Portfolio based on amortized cost and that 
determined on the basis 
of available market quotations, if there are readily 
available market 
quotations, investments are valued at the mean between the 
bid and asked prices. 
If such market quotations are not available, the investments 
will be valued at 
their fair value as determined in good faith under 
procedures established by and 
under the general supervision and responsibility of the 
Fund's Board of 
Directors, including being valued at prices based on market 
quotations for 
investments of similar type, yield and duration. 
 
     Under Rule 2a-7, if the extent of any deviation between 
the net asset value 
per share based upon available market quotations and the net 
asset value per 
share based on amortized cost exceeds one-half of 1%, the 
Board of Directors 
must promptly consider what action, if any, will be 
initiated.  When the Board 
of Directors believes that the extent of any deviation may 
result in material 
dilution or other unfair results, it is required to take 
such action as it deems 
appropriate to eliminate or reduce to the extent reasonably 
practicable such 
dilution or unfair results.  Such actions could include the 
sale of portfolio 
securities prior to maturity to realize capital gains or 
losses or to shorten 
average portfolio maturity, withholding dividends or payment 
of distributions 
from capital or capital gains, redemptions of shares in 
kind, or establishing a 
net asset value per share using available market quotations. 
 
     The portfolio securities of the Portfolios (other than 
Money Market 
Portfolio) that are listed or traded on U.S. or foreign 
stock exchanges are 
valued at the last sales price on that day or, lacking any 
sales on such day, at 
the mean of the last bid and asked prices available.  In 
cases where securities 
or other instruments are traded on more than one exchange, 
such securities or 
other instruments generally are valued on the exchange 
designated by the Manager 
(under procedures established by and under the general 
supervision and 
responsibility of the Board of Directors) as the primary 
market.  Securities 
traded in the OTC market are valued at the mean of the last 
bid and asked 
prices. 
 
     Bonds, other than convertible bonds, are valued using a 
pricing system 
provided by a major dealer in bonds.  Convertible bonds are 
valued using this 
pricing system only on days when there is no sale reported.  
Short-term debt 
securities held by the Portfolios (other than Money Market 
Portfolio) are valued 
at amortized cost.  When market quotations for options and 
futures positions and 
non-exchange traded foreign securities held by a Portfolio 
are readily 
available, those positions and securities will be valued 
based upon such 
quotations.  Market quotations generally will not be 
available for options 
traded in the OTC market.  Warrants and rights to purchase 
securities are valued 
at market value.  When market quotations are not readily 
available, securities, 
options, futures and other assets are valued at fair value 
as determined in good 
faith under procedures established by and under the general 
supervision and 
responsibility of the Board of Directors. 
 
     When a Portfolio writes a call or a put option, an 
amount equal to the 
premium received is included in that Portfolio's Statement 
of Assets and 
Liabilities as an asset, and an equivalent deferred credit 
is included in the 
liability section.  The deferred credit is "marked-to-
market" to reflect the 
current market value of the option.  If an option a 
Portfolio wrote is 
exercised, the proceeds received on the sale of the related 
investment are 
increased by the amount of the premium that the Portfolio 
received.  If an 
option written by a Portfolio expires, it has a gain in the 
amount of the 
premium; if it enters into a closing transaction, it will 
have a gain or loss 
depending on whether the premium was more or less than the 
cost of the closing 
transaction. 
 
     All securities and other assets quoted in foreign 
currency and forward 
currency contracts are valued weekly in U.S. dollars on the 
basis of the foreign 
currency exchange rate prevailing at the time such valuation 
is determined by 
the Portfolio's Custodian.  Foreign currency exchange rates 
are generally 
determined prior to the close of the NYSE.  Occasionally, 
events affecting the 
value of foreign securities and such exchange rates occur 
between the time at 
which they are determined and the close of the NYSE, which 
events will not be 
reflected in a computation of the Portfolio's net asset 
value.  If events 
materially affecting the value of such securities or assets 
or currency exchange 
rates occurred during such time period, the securities or 
assets would be valued 
at their fair value as determined in good faith under 
procedures established by 
and under the general supervision and responsibility of the 
Board of Directors. 
The foreign currency exchange transactions of a Portfolio 
conducted on a spot 
basis are valued at the spot rate for purchasing or selling 
currency prevailing 
on the foreign exchange market.  Under normal market 
conditions this rate 
differs from the prevailing exchange rate by an amount 
generally less than one- 
tenth of one percent due to the costs of converting from one 
currency to 
another. 
 
     Optional delivery standby commitments are valued at 
fair value under the 
general supervision and responsibility of the Fund's Board 
of Directors.  They 
are accounted for in the same manner as exchange-listed 
puts. 
 
                             DIRECTORS AND OFFICERS 
 
     The day-to-day affairs of the Fund are handled by 
outside organizations 
selected by the Board of Directors.  The Board of Directors 
has responsibility 
for establishing broad corporate policies for the Fund and 
for overseeing 
overall performance of the selected experts.  It has the 
benefit of advice and 
reports from independent counsel and independent auditors.  
The majority of the 
Directors are not affiliated with Waddell & Reed, Inc. 
 
     The principal occupation of each Director and officer 
during at least the 
past five years is given below.  Each of the persons listed 
through and 
including Mr. Vogel is a member of the Fund's Board of 
Directors.  The other 
persons are officers but not Board members.  For purposes of 
this section, the 
term "Fund Complex" includes the Fund, each of the funds in 
the United Group of 
Mutual Funds and Waddell & Reed Funds, Inc.  Each of the 
Fund's Directors is 
also a Director of each of the funds in the Fund Complex and 
each of the Fund's 
officers is also an officer of one or more of the funds in 
the Fund Complex. 
 
KEITH A. TUCKER* 
     Chairman of the Board of Directors of the Fund and each 
of the other funds 
in the Fund Complex; Chairman of the Board of Directors, 
Chief Executive 
Officer, Principal Financial Officer and Director of Waddell 
& Reed Financial, 
Inc.; President, Chairman of the Board of Directors and 
Chief Executive Officer 
of Waddell & Reed Financial Services, Inc.; Chairman of the 
Board of Directors 
of Waddell & Reed Investment Management Company ("WRIMCO"), 
Waddell & Reed, Inc. 
and Waddell & Reed Services Company; formerly, President of 
the Fund and each of 
the other funds in the Fund Complex; formerly, Chairman of 
the Board of 
Directors of Waddell & Reed Asset Management Company, a 
former affiliate of 
Waddell & Reed Financial, Inc.  Date of birth:  February 11, 
1945. 
 
JAMES M. CONCANNON 
950 Docking Road 
Topeka, Kansas  66615 
     Dean and Professor of Law, Washburn University School 
of Law; Director, 
AmVestors CBO II Inc.  Date of birth:  October 2, 1947. 
 
JOHN A. DILLINGHAM 
4040 Northwest Claymont Drive 
Kansas City, Missouri  64116 
     President, JoDill Corp., an agricultural company; 
President and Director of 
Dillingham Enterprises Inc.; formerly, Director and 
consultant, McDougal 
Construction Company; formerly, Instructor at Central 
Missouri State University; 
formerly, Member of the Board of Police Commissioners, 
Kansas City, Missouri; 
formerly, Senior Vice President-Sales and Marketing, Garney 
Companies, Inc., a 
specialty utility contractor.  Date of birth:  January 9, 
1939. 
 
DAVID P. GARDNER 
525 Middlefield Road, Suite 200 
Menlo Park, California 94025 
     President of Hewlett Foundation and Chairman of George 
S. and Delores Dori 
Eccles Foundation.  Director of First Security Corp., a bank 
holding company, 
and Director of Fluor Corp., a company with interests in 
coal.  Date of birth: 
March 24, 1933. 
 
LINDA K. GRAVES* 
1 South West Cedar Crest Road 
Topeka, Kansas  66606 
     First Lady of Kansas.  Partner, Levy and Craig, P.C., a 
law firm.  Date of 
birth:  July 29, 1953. 
 
JOSEPH HARROZ, JR. 
125 South Creekdale Drive 
Norman, Oklahoma 73072 
     General Counsel of the Board of Regents and Adjunct 
Professor of Law at the 
University of Oklahoma College of Law; formerly, Vice 
President for Executive 
Affairs of the University of Oklahoma; formerly, an Attorney 
with Crowe & 
Dunlevy, a law firm.  Date of birth:  January 17, 1967. 
 
JOHN F. HAYES 
20 West 2nd Avenue 
P. O. Box 2977 
Hutchinson, Kansas  67504-2977 
     Director of Central Bank and Trust; Director of Central 
Financial 
Corporation; Director of Central Properties, Inc.; Chairman 
of the Board of 
Directors, Gilliland & Hayes, P.A., a law firm.  Date of 
birth:  December 11, 
1919. 
 
ROBERT L. HECHLER* 
     President and Principal Financial Officer of the Fund 
and each of the other 
funds in the Fund Complex; Executive Vice President, Chief 
Operating Officer and 
Director of Waddell & Reed Financial, Inc.; Vice President, 
Chief Operating 
Officer, Director and Treasurer of Waddell & Reed Financial 
Services, Inc.; 
Executive Vice President, Principal Financial Officer, 
Director and Treasurer of 
WRIMCO; President, Chief Executive Officer, Principal 
Financial Officer, 
Director and Treasurer of Waddell & Reed, Inc.; President, 
Director and 
Treasurer of Waddell & Reed Services Company; formerly, Vice 
President of the 
Fund and each of the other funds in the Fund Complex; 
formerly, Director and 
Treasurer of Waddell & Reed Asset Management Company, a 
former affiliate of 
Waddell & Reed Financial, Inc.  Date of birth:  November 12, 
1936. 
 
HENRY J. HERRMANN* 
     Vice President of the Fund and each of the other funds 
in the Fund Complex; 
President, Chief Investment Officer, Treasurer and Director 
of Waddell & Reed 
Financial, Inc.; Vice President, Chief Investment Officer 
and Director of 
Waddell & Reed Financial Services, Inc.; Director of Waddell 
& Reed, Inc.; 
President, Chief Executive Officer, Chief Investment Officer 
and Director of 
WRIMCO; formerly, President, Chief Executive Officer, Chief 
Investment Officer 
and Director of Waddell & Reed Asset Management Company, a 
former affiliate of 
Waddell & Reed Financial, Inc.  Date of birth:  December 8, 
1942. 
 
GLENDON E. JOHNSON 
13635 Deering Bay Drive 
Unit 284 
Miami, Florida  33158 
     Retired; formerly, Director and Chief Executive Officer 
of John Alden 
Financial Corporation and subsidiaries.  Date of birth:  
February 19, 1924. 
 
WILLIAM T. MORGAN* 
928 Glorietta Blvd. 
Coronado, California  92118 
     Retired; formerly, Chairman of the Board of Directors 
and President of the 
Fund and each fund in the Fund Complex then in existence.  
(Mr. Morgan retired 
as Chairman of the Board of Directors and President of the 
funds in the Fund 
Complex then in existence on April 30, 1993); formerly, 
President, Director and 
Chief Executive Officer of WRIMCO and Waddell & Reed, Inc.; 
formerly, Chairman 
of the Board of Directors of Waddell & Reed Services 
Company.  Date of birth: 
April 27, 1928. 
 
RONALD C. REIMER 
2601 Verona Road 
Mission Hills, Kansas  66208 
     Retired.  Co-founder and teacher at Servant Leadership 
School of Kansas 
City; Director of Network Rehabilitation Services; formerly, 
Employment 
Counselor and Director of McCue-Parker Center.  Date of 
birth:  August 3, 1934. 
 
FRANK J. ROSS, JR.* 
700 West 47th Street 
Kansas City, Missouri  64112 
     Shareholder, Polsinelli, White, Vardeman & Shalton, a 
law firm.  Date of 
birth:  April 9, 1953. 
 
ELEANOR B. SCHWARTZ 
5100 Rockhill Road 
Kansas City, Missouri  64113 
     Professor of Business Administration, University of 
Missouri-Kansas City; 
formerly, Chancellor, University of Missouri-Kansas City.  
Date of birth: 
January 1, 1937. 
 
FREDERICK VOGEL III 
1805 West Bradley Road 
Milwaukee, Wisconsin  53217 
     Retired.  Date of birth:  August 7, 1935. 
 
Helge K. Lee 
     Vice President, Secretary and General Counsel of the 
Fund and each of the 
other funds in the Fund Complex; Secretary and General 
Counsel of Waddell & Reed 
Financial, Inc.; Vice President, Secretary, General Counsel 
and Director of 
Waddell & Reed Financial Services, Inc.; Senior Vice 
President, Secretary and 
General Counsel of WRIMCO and Waddell & Reed, Inc.; Senior 
Vice President, 
Secretary, General Counsel and Director of Waddell & Reed 
Services Company; 
formerly, Executive Vice President, Secretary and Chief 
Compliance Officer of 
LGT Asset Management, Inc. and affiliates; formerly, Senior 
Vice President, 
General Counsel and Secretary of Strong Capital Management, 
Inc. and affiliates. 
Date of birth:  March 30, 1946. 
 
Theodore W. Howard 
     Vice President, Treasurer and Principal Accounting 
Officer of the Fund and 
each of the other funds in the Fund Complex; Vice President 
of Waddell & Reed 
Services Company.  Date of birth:  July 18, 1942. 
 
Michael L. Avery 
     Vice President of the Fund and three other funds in the 
Fund Complex; 
Senior Vice President of the Manager; formerly, Vice 
President of, and the 
Director of Research for, Waddell & Reed Asset Management 
Company.  Date of 
birth:  September 15, 1953. 
 
James C. Cusser 
     Vice President of the Fund and two other funds in the 
Fund Complex; Vice 
President of the Manager; formerly, Vice President of Kidder 
Peabody & Company. 
Date of birth:  May 30, 1949. 
 
Abel Garcia 
     Vice President of the Fund and two other funds in the 
Fund Complex; Senior 
Vice President of the Manager; formerly, Vice President of, 
and a portfolio 
manager for, Waddell & Reed Asset Management Company.  Date 
of birth:  April 28, 
1949. 
 
Thomas A. Mengel 
     Vice President of the Fund and two other funds in the 
Fund Complex; Vice 
President of the Manager; formerly, President of Sal. 
Oppenheim jr. & Cie. 
Securities, Inc.  Date of birth:  April 13, 1957. 
 
William M. Nelson 
     Vice President of the Fund and Vice President of the 
Manager.  Date of 
birth:  May 18, 1960. 
 
Cynthia P. Prince-Fox 
     Vice President of the Fund and two other funds in the 
Fund Complex; Vice 
President of the Manager; formerly, Vice President of, and a 
portfolio manager 
for, Waddell & Reed Asset Management Company.  Date of 
birth:  January 11, 1959. 
 
Philip J. Sanders 
     Vice President of the Fund and Vice President of the 
Manager; formerly Lead 
Manager with Tradestreet Investment Associates.  Date of 
birth:  October 30, 
1959. 
 
Grant P. Sarris 
     Vice President of the Fund and one other Fund in the 
Fund Complex and Vice 
President of the Manager.  Date of birth:  September 14, 
1966. 
 
Mark G. Seferovich 
Vice President of the Fund and one other Fund in the Fund 
Complex and Senior 
Vice President of the Manager; formerly, Vice President of, 
and a portfolio 
manager for, Waddell & Reed Asset Management Company.  Date 
of birth:  April 6, 
1947. 
 
W. Patrick Sterner 
     Vice President of the Fund and one other fund in the 
Fund Complex; Vice 
President of the Manager; formerly, Vice President of, and a 
portfolio manager 
for, Waddell & Reed Asset Management Company.  Date of 
birth:  January 11, 1949. 
 
Mira Stevovich 
     Vice President and Assistant Treasurer of the Fund and 
other funds in the 
Fund Complex; Vice President of the Manager.  Date of birth:  
July 30, 1953. 
 
Russell E. Thompson 
     Vice President of the Fund and two other funds in the 
Fund Complex; Senior 
Vice President of the Manager; formerly, Senior Vice 
President of, and a 
portfolio manager for, Waddell and Reed Asset Management 
Company.  Date of 
birth:  March 3, 1940. 
 
Daniel J. Vrabac 
     Vice President of the Fund and two other funds in the 
Fund Complex; Vice 
President of the Manager; formerly, Vice President of, and a 
portfolio manager 
for, Waddell & Reed Asset Management company.  Date of 
birth:  July 24, 1954. 
 
James D. Wineland 
     Vice President of the Fund and two other funds in the 
Fund Complex; Senior 
Vice President of the Manager; formerly, Vice President of, 
and a portfolio 
manager for, Waddell & Reed Asset Management Company.  Date 
of birth:  September 
25, 1951. 
 
     The address of each person is 6300 Lamar Avenue, P. O. 
Box 29217, Shawnee 
Mission, Kansas 66201-9217 unless a different address is 
given. 
 
     The Directors who may be deemed to be "interested 
persons", as defined in 
the 1940 Act, are indicated as such by an asterisk. 
 
     As of January 31, 1999, the Directors and officers as a 
group owned less 
than 1% of the shares of any Portfolio. 
 
     The Board of Directors has created an honorary position 
of Director 
Emeritus, which position a Director may elect after 
resignation from the Board 
of Directors provided the Director has attained the age of 
70 and has served as 
a Director of the Funds for a total of at least five years.  
A Director Emeritus 
receives fees in recognition of his or her past services 
whether or not services 
are rendered in his or her capacity as Director Emeritus, 
but has no authority 
or responsibility with respect to management of the Fund.  
Messrs. Henry L. 
Bellmon, Jay B. Dillingham, Doyle Patterson, Ronald K. 
Richey and Paul S. Wise 
retired as Directors of the Fund and of each of the Funds in 
the Fund Complex 
and elected a position as Director Emeritus. 
 
     The Fund, the Funds in the United Group of Mutual Funds 
and Waddell & Reed 
Funds, Inc. pay to each Director a total of $48,000 per 
year, plus $2,500 for 
each meeting of the Board of Directors attended plus 
reimbursement of expenses 
of attending such meeting and $500 for each committee 
meeting attended which is 
not in conjunction with a Board of Directors meeting, other 
than Directors who 
are affiliates of Waddell & Reed, Inc.  The fees are divided 
among the 
Portfolios, the funds in the United Group and the series of 
Waddell & Reed 
Funds, Inc. based on their relative net asset size.  During 
the Fund's fiscal 
year ended December 31, 1998, the Fund's Directors received 
the following fees 
for service as a director: 
 
                               COMPENSATION TABLE 
 
                                                         
Total 
                         Aggregate                    
Compensation 
                        Compensation                   From 
Fund 
                            From                        and 
Fund 
Director                    Fund                        
Complex* 
- --------                ------------                  ------
- ------ 
Robert L. Hechler         $    0                       $     
0 
Henry J. Herrmann              0                             
0 
Keith A. Tucker                0                             
0 
James M. Concannon         5,334                        
57,500 
John A. Dillingham         5,334                        
57,500 
David P. Gardner           1,379                        
14,500 
Linda K. Graves            5,334                        
57,500 
Joseph Harroz, Jr.         1,161                        
12,000 
John F. Hayes              5,334                        
57,500 
Glendon E. Johnson         5,244                        
56,500 
William T. Morgan          5,334                        
57,500 
Ronald C. Reimer           1,161                        
12,000 
Frank J. Ross, Jr.         5,334                        
57,500 
Eleanor B. Schwartz        5,334                        
57,500 
Frederick Vogel III        5,334                        
57,500 
 
*No pension or retirement benefits have been accrued as a 
part of Fund expenses. 
 
     Mr. Gardner was elected as a Director on August 19, 
1998.  Messrs. Harroz, 
Hechler, Herrmann and Reimer were elected as Directors on 
November 18, 1998. 
The officers are paid by the Manager or its affiliates. 
 
                           PURCHASES AND REDEMPTIONS 
 
     The separate accounts of the Participating Insurance 
Companies place orders 
to purchase and redeem shares of each Portfolio based on, 
among other things, 
the amount of premium payments to be invested and the number 
of surrender and 
transfer requests to be effected on any day according to the 
terms of the 
Policies.  Shares of a Portfolio are sold at their net asset 
value per share. 
No sales charge is paid by the Participating Insurance 
Company for purchase of 
shares.  Redemptions will be made at the net asset value per 
share of the 
Portfolio.  Payment is generally made within seven days 
after receipt of a 
proper request to redeem.  The Fund may suspend the right of 
redemption of 
shares of any Portfolio and may postpone payment for any 
period if any of the 
following conditions exist:  (i) the NYSE is closed other 
than customary weekend 
and holiday closings or trading on the NYSE is restricted; 
(ii) the SEC has 
determined that a state of emergency exists which may make 
payment or transfer 
not reasonably practicable; (iii) the SEC has permitted 
suspension of the right 
of redemption of shares for the protection of the 
shareholders of the Fund; or 
(iv) applicable laws and regulations otherwise permit the 
Fund to suspend 
payment on the redemption of shares.  Redemptions are 
ordinarily made in cash 
but under extraordinary conditions the Fund's Board of 
Directors may determine 
that the making of cash payments is undesirable.  In such 
case, redemption 
payments may be made in Portfolio securities.  The redeeming 
shareholders would 
incur brokerage costs in selling such securities.  The Fund 
has elected to be 
governed by Rule 18f-1 under the 1940 Act, pursuant to which 
it is obligated to 
redeem shares solely in cash up to the lesser of $250,000 or 
1% of its net asset 
value during any 90-day period for any one shareholder. 
 
     Should any conflict between Policyowners arise which 
would require that a 
substantial amount of net assets be withdrawn from a 
Portfolio, orderly 
portfolio management could be disrupted to the potential 
detriment of 
Policyowners.  The Fund need not accept any purchase order 
and it may 
discontinue offering the shares of any Portfolio. 
 
                           SHAREHOLDER COMMUNICATIONS 
 
     Policyowners will receive from the Participating 
Insurance Companies 
financial statements of the Fund as required under the 1940 
Act.  Each report 
shows the investments owned by the Portfolio and the market 
values thereof and 
provides other information about the Fund and its 
operations. 
 
                                     TAXES 
 
General 
 
     Shares of the Portfolios are offered only to insurance 
company separate 
accounts that fund Policies.  See the applicable Policy 
prospectus for a 
discussion of the special taxation of insurance companies 
with respect to such 
accounts and of the Policy holders. 
 
     Each Portfolio is treated as a separate corporation for 
Federal income tax 
purposes.  Each Portfolio has qualified for treatment as a 
regulated investment 
company ("RIC") under the Internal Revenue Code of 1986, as 
amended (the 
"Code"), so that it is relieved of Federal income tax on 
that part of its 
investment company taxable income (consisting generally of 
net taxable 
investment income, net short-term capital gain and, for each 
Portfolio other 
than Money Market Portfolio and Limited-Term Bond Portfolio, 
net gains from 
certain foreign currency transactions) that is distributed 
to its shareholders. 
To continue to qualify as a RIC, a Portfolio must distribute 
to its shareholders 
for each taxable year at least 90% of the sum of its 
investment company taxable 
income ("Distribution Requirement"), and must meet several 
additional 
requirements.  With respect to each Portfolio, these 
requirements include the 
following:  (1) the Portfolio must derive at least 90% of 
its gross income each 
taxable year from dividends, interest, payments with respect 
to securities loans 
and gains from the sale or other disposition of securities 
or foreign 
currencies, or other income (including gains from options, 
futures contracts or 
forward contracts) derived with respect to its business of 
investing in 
securities or those currencies ("Income Requirement"); (2) 
at the close of each 
quarter of the Portfolio's taxable year, at least 50% of the 
value of its total 
assets must be represented by cash and cash items, U.S. 
Government securities, 
securities of other RICs and other securities that are 
limited, in respect of 
any one issuer, to an amount that does not exceed 5% of the 
value of the Fund's 
total assets and that does not represent more than 10% of 
the issuer's 
outstanding voting securities ("50% Diversification 
Requirement"); and (3) at 
the close of each quarter of the Portfolio's taxable year, 
not more than 25% of 
the value of its total assets may be invested in securities 
(other than U.S. 
Government securities or the securities of other RICs) of 
any one issuer. 
 
     Each Portfolio intends to comply with the 
diversification requirements 
imposed by section 817(h) of the Code and the regulations 
thereunder.  These 
requirements, which are in addition to the diversification 
requirements imposed 
on the Portfolios by the 1940 Act and Subchapter M of the 
Code, place certain 
limitations on the assets of each separate account -- and, 
because section 
817(h) and those regulations treat the assets of each 
Portfolio as assets of the 
related separate account, of each Portfolio -- that may be 
invested in 
securities of a single issuer.  Specifically, the 
regulations provide that, 
except as permitted by the "safe harbor" described below, as 
of the end of each 
calendar quarter or within 30 days thereafter, no more than 
55% of a 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.  For this purpose, all securities 
of the same issuer 
are considered a single investment, and while each U.S. 
Government agency and 
instrumentality is considered a separate issuer, a 
particular foreign government 
and its agencies, instrumentalities and political 
subdivisions all will be 
considered the same issuer.  Section 817(h) 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 RICs.  Failure 
of a Portfolio to 
satisfy the section 817(h) requirements would result in 
taxation of the 
Participating Insurance Companies and treatment of the 
Policyowners other than 
as described in the prospectuses for the Policies.  If any 
Portfolio failed to 
qualify for treatment as a regulated investment company for 
any taxable year, 
(1) it would be taxed at corporate rates on the full amount 
of its taxable 
income for that year without being able to deduct the 
distributions it makes to 
its shareholders, (2) the shareholders would treat all those 
distributions, 
including distributions of net capital gains (the excess of 
net long-term 
capital gains over net short-term capital losses), as 
dividends (that is, 
ordinary income) to the extent of the Portfolio's earnings 
and profits, and (3) 
most importantly, each insurance company separate account 
invested therein would 
fail to satisfy the diversification requirements of Code 
section 817(h), with 
the result that the variable annuity contracts supported by 
that account would 
no longer be eligible for tax deferral.  In addition, the 
Portfolio could be 
required to recognize unrealized gains, pay substantial 
taxes and interest and 
make substantial distributions before requalifying for 
regulated investment 
company treatment. 
 
     Dividends and distributions declared by a Portfolio in 
October, November or 
December of any year and payable to shareholders of record 
on a date in any of 
those months are deemed to have been paid by the Portfolio 
and received by the 
shareholders on December 31 of that year if they are paid by 
the Portfolio 
during the following January. 
 
     Each Portfolio will be subject to a nondeductible 4% 
excise tax ("Excise 
Tax") to the extent it fails to distribute by the end of any 
calendar year 
substantially all of its ordinary income for that year and 
capital gains net 
income for the one-year period ending on October 31 of that 
year, plus certain 
other amounts.  It is the Portfolio's policy to make 
sufficient distributions 
each year to avoid imposition of the Excise Tax.  The Code 
permits a Portfolio 
to defer into the next calendar year net capital losses 
incurred between 
November 1 and the end of the current calendar year. 
 
Income from Foreign Securities 
 
     Dividends and interest received, and gains realized, by 
a Portfolio (other 
than the Limited-Term Bond Portfolio) may be subject to 
income, withholding or 
other taxes imposed by foreign countries and U.S. 
possessions ("foreign taxes") 
that would reduce the yield and/or total return on its 
securities.  Tax 
conventions between certain countries and the United States 
may reduce or 
eliminate foreign taxes, however, and many foreign countries 
do not impose taxes 
on capital gains in respect of investments by foreign 
investors. 
 
     Each Portfolio (other than Money Market Portfolio and 
Limited-Term Bond 
Portfolio) may invest in the stock of "passive foreign 
investment companies" 
("PFICs").  A PFIC is a foreign corporation -- other than a 
"controlled foreign 
corporation" (i.e., a foreign corporation in which, on any 
day during its 
taxable year, more than 50% of the total voting power of all 
voting stock 
therein or the total value of all stock therein is owned, 
directly, indirectly, 
or constructively, by "U.S. shareholders," defined as U.S. 
persons that 
individually own, directly, indirectly, or constructively, 
at least 10% of that 
voting power) as to which the Portfolio is a U.S. 
shareholder--that, in general, 
meets either of the following tests:  (i) at least 75% of 
its gross income is 
passive or (ii) an average of at least 50% of its assets 
produce, or are held 
for the production of, passive income.  Under certain 
circumstances, a Portfolio 
will be subject to Federal income tax on a portion of any 
"excess distribution" 
received on the stock of a PFIC or of any gain on 
disposition of the stock 
(collectively "PFIC income"), plus interest thereon, even if 
the Portfolio 
distributes the PFIC income as a taxable dividend to its 
shareholders.  The 
balance of the PFIC income will be included in the 
Portfolio's investment 
company taxable income and, accordingly, will not be taxable 
to it to the extent 
that income is distributed to its shareholders. 
 
     If a Portfolio invests in a PFIC and elects to treat 
the PFIC as a 
"qualified electing fund" ("QEF"), then in lieu of the 
foregoing tax and 
interest obligation, the Portfolio will be required to 
include in income each 
year its pro rata share of the QEF's annual ordinary 
earnings and net capital 
gain -- which probably would have to be distributed by the 
Portfolio to satisfy 
the Distribution Requirement and to avoid imposition of the 
Excise Tax -- even 
if those earnings and gain were not distributed to the 
Portfolio by the QEF.  In 
most instances it will be very difficult, if not impossible, 
to make this 
election because of certain requirements thereof. 
 
     The Portfolio may elect to "mark to market" its stock 
in any PFIC. 
"Marking-to-market," in this context, means including in 
ordinary income each 
taxable year the excess, if any, of the fair market value of 
a PFIC's stock over 
the Portfolio's adjusted basis therein as of the end of that 
year.  Pursuant to 
the election, the Portfolio also would be allowed to deduct 
(as an ordinary, not 
capital, loss) the excess, if any, of its adjusted basis in 
PFIC stock over the 
fair market value thereof as of the taxable year-end, but 
only to the extent of 
any net mark-to-market gains with respect to that stock 
included by the 
Portfolio for prior taxable years.  The Portfolio's adjusted 
basis in each 
PFIC's stock with respect to which it makes this election 
will be adjusted to 
reflect the amounts of income included and deductions taken 
under the election. 
Regulations proposed in 1992 provided a similar election 
with respect to the 
stock of certain PFICs. 
 
Foreign Currency Gains and Losses 
 
     Gains or losses (i) from the disposition of foreign 
currencies, (ii) from 
the disposition of debt securities denominated in a foreign 
currency that are 
attributable to fluctuations in the value of the foreign 
currency between the 
date of acquisition of the security and the date of 
disposition, and (iii) that 
are attributable to fluctuations in exchange rates that 
occur between the time a 
Portfolio accrues interest, dividends or other receivables 
or accrues expenses 
or other liabilities denominated in a foreign currency and 
the time the 
Portfolio actually collects the receivables or pays the 
liabilities, generally 
are treated as ordinary income or loss.  These gains or 
losses, referred to 
under the Code as "section 988" gains or losses, may 
increase or decrease the 
amount of a Portfolio's investment company taxable income to 
be distributed to 
its shareholders. 
 
Income from Options, Futures and Forward Currency Contracts 
and Foreign 
Currencies 
 
     The use of hedging and option income strategies, such 
as writing (selling) 
and purchasing options and futures contracts and entering 
into forward currency 
contracts, involves Complex rules that will determine for 
income tax purposes 
the amount, character and timing of recognition of the gains 
and losses a 
Portfolio realizes in connection therewith.  Gains from the 
disposition of 
foreign currencies (except certain gains that may be 
excluded by future 
regulations), and gains from options, futures contracts and 
forward currency 
contracts derived by a Portfolio with respect to its 
business of investing in 
securities or foreign currencies, will qualify as 
permissible income under the 
Income Requirement. 
 
     Any income a Portfolio earns from writing options is 
taxed as short-term 
capital gains.  If a Portfolio enters into a closing 
purchase transaction, it 
will have a short-term capital gain or loss based on the 
difference between the 
premium it receives for the option it wrote and the premium 
it pays for the 
option it buys.  If an option written by a Portfolio lapses 
without being 
exercised, the premium it receives also will be a short-term 
capital gain.  If 
such an option is exercised and the Portfolio thus sells the 
securities subject 
to the option, the premium the Portfolio receives will be 
added to the exercise 
price to determine the gain or loss on the sale. 
 
     Certain options, futures contracts and forward currency 
contracts in which 
a Portfolio may invest will be "section 1256 contracts."  
Section 1256 contracts 
held by a Portfolio at the end of its taxable year, other 
than contracts subject 
to a "mixed straddle" election made by the Portfolio, are 
"marked-to-market" 
(that is, treated as sold at that time for their fair market 
value) for Federal 
income tax purposes, with the result that unrealized gains 
or losses are treated 
as though they were realized.  Sixty percent of any net 
gains or losses 
recognized on these deemed sales, and 60% of any net 
realized gains or losses 
from any actual sales of section 1256 contracts, are treated 
as long-term 
capital gain or loss, and the balance is treated as short-
term capital gain or 
loss.  That 60% portion will qualify for the 20% (10% for 
taxpayers in the 15% 
marginal tax bracket) maximum tax rate on net capital gains 
enacted by the 
Taxpayer Relief Act of 1997.  Section 1256 contracts also 
may be marked-to- 
market for purposes of the Excise Tax and other purposes.  A 
Portfolio may need 
to distribute any mark-to-market gains to its shareholders 
to satisfy the 
Distribution Requirement and/or avoid imposition of the 
Excise Tax, even though 
it may not have closed the transactions and received cash to 
pay the 
distributions. 
 
     Code section 1092 (dealing with straddles) may also 
affect the taxation of 
options and futures contracts in which a Portfolio may 
invest.  That section 
defines a "straddle" as offsetting positions with respect to 
personal property; 
for these purposes, options and futures contracts are 
personal property. 
Section 1092 generally provides that any loss from the 
disposition of a position 
in a straddle may be deducted only to the extent the loss 
exceeds the unrealized 
gain on the offsetting position(s) of the straddle.  The 
regulations under 
section 1092 also provide certain "wash sale" rules, that 
apply to transactions 
where a position is sold at a loss and a new offsetting 
position is acquired 
within a prescribed period, and "short sale" rules 
applicable to straddles.  If 
a Portfolio makes certain elections, the amount, character 
and timing of the 
recognition of gains and losses from the affected straddle 
positions will be 
determined under rules that vary according to the elections 
made.  Because only 
a few of the regulations implementing the straddle rules 
have been promulgated, 
the tax consequences of straddle transactions to a Portfolio 
are not entirely 
clear. 
 
     If a Portfolio has an "appreciated financial position" 
- -- generally, an 
interest (including an interest through an option, futures 
or forward currency 
contract or short sale) with respect to any stock, debt 
instrument (other than 
"straight debt") or partnership interest the fair market 
value of which exceeds 
its adjusted basis -- and enters into a "constructive sale" 
of the same or 
substantially similar property, the Portfolio will be 
treated as having made an 
actual sale thereof, with the result that gain will be 
recognized at that time. 
A constructive sale generally consists of a short sale, an 
offsetting notional 
principal contract or futures or forward currency contract 
entered into by a 
Portfolio or a related person with respect to the same or 
substantially similar 
property.  In addition, if the appreciated financial 
position is itself a short 
sale or such a contract, acquisition of the underlying 
property or substantially 
similar property will be deemed a constructive sale. 
 
Zero Coupon and Payment-in-Kind Securities 
 
     As the holder of zero coupon or other securities issued 
with original issue 
discount ("OID"), a Portfolio must include in its income the 
OID that accrues on 
the securities during the taxable year, even if the 
Portfolio receives no 
corresponding payment on the securities during the year.  
Similarly, a Portfolio 
must include in its gross income securities it receives as 
"interest" on 
payment-in-kind securities.  Because each Portfolio annually 
must distribute 
substantially all of its investment company taxable income, 
including any 
accrued OID and other non-cash income, in order to satisfy 
the Distribution 
Requirement and to avoid imposition of the Excise Tax, a 
Portfolio may be 
required in a particular year to distribute as a dividend an 
amount that is 
greater than the total amount of cash it actually receives.  
Those distributions 
will be made from a Portfolio's cash assets or from the 
proceeds of sales of 
portfolio securities, if necessary.  A Portfolio may realize 
capital gains or 
losses from those sales, which would increase or decrease 
its investment company 
taxable income and/or net capital gain. 
 
                          DIVIDENDS AND DISTRIBUTIONS 
 
     It is the Fund's intention to distribute substantially 
all the net 
investment income, if any, of each Portfolio.  For dividend 
purposes, net 
investment income of each Portfolio, other than Money Market 
Portfolio, will 
consist of all payments of dividends or interest received by 
such Portfolio less 
the estimated expenses of such Portfolio.  Money Market 
Portfolio's net 
investment income for dividend purposes consists of all 
interest income accrued 
on the Portfolio, plus or minus realized gains or losses on 
portfolio 
securities, less the Portfolio's expenses. 
 
     Dividends on Money Market Portfolio are declared and 
reinvested daily in 
additional full and fractional shares.  Dividends from 
investment income of 
Growth Portfolio, Bond Portfolio, High Income Portfolio, 
Income Portfolio, 
International Portfolio, Small Cap Portfolio, Balanced 
Portfolio, Limited-Term 
Bond Portfolio, Asset Strategy Portfolio and Science and 
Technology Portfolio 
will usually be declared, paid and reinvested annually in 
December in additional 
full and fractional shares of that Portfolio.  Ordinarily, 
dividends are paid on 
shares starting on the day after they are issued and on 
shares the day they are 
redeemed.  Under the amortized cost procedures which pertain 
to Money Market 
Portfolio in certain circumstances dividends of Money Market 
Portfolio might be 
eliminated or reduced. 
 
     All net realized long-term or short-term capital gains 
of the Portfolios, 
if any, other than short-term capital gains of Money Market 
Portfolio, are 
declared and distributed annually in December to the 
shareholders of the 
Portfolios to which such gains are attributable. 
 
                      PORTFOLIO TRANSACTIONS AND BROKERAGE 
 
     One of the duties undertaken by the Manager in the 
Management Agreement is 
the purchase and sale of securities for the Portfolios.  
Purchases and sales of 
securities for the Money Market Portfolio and of securities 
for the other 
Portfolios, other than those for which an exchange is the 
primary market, are 
generally done with underwriters, dealers acting as 
principals ("dealers") or 
directly with issuers.  Purchases from underwriters include 
a commission or 
concession paid by the issuer to the underwriter and 
purchases from dealers will 
include the spread between the bid and the asked prices.  If 
the execution and 
price offered by more than one dealer are equal, the order 
may be allocated to a 
dealer which has provided research advice, quotations on 
portfolio securities or 
other services.  Brokerage commissions are paid on such 
transactions only if it 
appears likely that a better price or execution can be 
obtained.  The individual 
who manages the Fund may manage other advisory accounts with 
similar investment 
objectives.  It can be anticipated that the manager will 
frequently place 
concurrent orders for all or most accounts for which the 
manager has 
responsibility or the Manager may otherwise combine orders 
for the Fund with 
those of other funds in the United Group and Waddell & Reed 
Funds, Inc. or other 
accounts over which it has investment discretion.  
Transactions effected 
pursuant to such combined orders are averaged as to price 
and allocated in 
accordance with the purchase or sale orders actually placed 
for each fund or 
advisory account, except where the combined order is not 
filled completely.  In 
this case, the Manager will ordinarily allocate the 
transaction pro rata based 
on the orders placed.  Sharing in large transactions could 
affect the price a 
Portfolio pays or receives or the amount it buys or sells.  
However, sometimes a 
better negotiated commission is available. 
 
     To effect the portfolio transactions of each Portfolio 
in securities traded 
on an exchange, the Manager is authorized to engage broker-
dealers ("brokers") 
which, in its best judgment based on all relevant factors, 
will implement the 
policy of the Portfolio to seek "best execution" (prompt and 
reliable execution 
at the best price obtainable) for reasonable and competitive 
commissions.  The 
Manager need not seek competitive commission bidding but is 
expected to minimize 
the commissions paid to the extent consistent with the 
interests and policies of 
the Portfolio.  Subject to review by the Board of Directors, 
such policies 
include the selection of brokers which provide execution 
and/or research 
services and other services, including pricing or quotation 
services directly or 
through others ("research and brokerage services") 
considered by the Manager to 
be useful or desirable for its investment management of the 
Portfolio and/or the 
other funds and accounts over which the Manager has 
investment discretion. 
 
     Research and brokerage services are, in general, 
defined by reference to 
Section 28(e) of the Securities Exchange Act of 1934 as 
including (i) advice, 
either directly or through publications or writings, as to 
the value of 
securities, the advisability of investing in, purchasing or 
selling securities 
and the availability of securities and purchasers or 
sellers, (ii) furnishing 
analyses and reports, or (iii) effecting securities 
transactions and performing 
functions incidental thereto (such as clearance, settlement 
and custody). 
"Investment discretion" is, in general, defined as having 
authorization to 
determine what securities shall be purchased or sold for an 
account, or making 
those decisions even though someone else has responsibility. 
 
     The commissions paid to brokers that provide such 
research and/or brokerage 
services may be higher than another qualified broker would 
charge if a good 
faith determination is made by the Manager that the 
commission is reasonable in 
relation to the research or brokerage services provided.  No 
allocation of 
brokerage or principal business is made to provide any other 
benefits to the 
Manager or its affiliates. 
 
     The investment research provided by a particular broker 
may be useful only 
to one or more of the other advisory accounts of the Manager 
and investment 
research received for the commissions of those other 
accounts may be useful both 
to a Portfolio and one or more of such other accounts.  To 
the extent that 
electronic or other products provided by such brokers to 
assist the Manager in 
making investment management decisions are used for 
administration or other non- 
research purposes, a reasonable allocation of the cost of 
the product 
attributable to its non-research use is made by the Manager. 
 
     Such investment research, which may be supplied by a 
third party at the 
request of a broker, includes information on particular 
companies and industries 
as well as market, economic or institutional activity areas.  
It serves to 
broaden the scope and supplement the research activities of 
the Manager; serves 
to make available additional views for consideration and 
comparisons; and 
enables the Manager to obtain market information on the 
price of securities held 
in a Portfolio or being considered for purchase. 
 
     The Fund may also use its brokerage to pay for pricing 
or quotation 
services to value securities. 
 
     The table below sets forth the brokerage commissions 
paid during the fiscal 
years ended December 31, 1998, 1997 and 1996: 
 
                                     Periods ended December 
31, 
                                ----------------------------
- --- 
                                     1998       1997       
1996 
                                     ----       ----       -
- --- 
Asset Strategy Portfolio       $   16,848    $16,930     
$8,679 
Balanced Portfolio                 68,705     56,431     
36,529 
Bond Portfolio                        ---        ---        
- --- 
Growth Portfolio                1,048,968  1,785,220  
2,297,780 
High Income Portfolio               5,131      2,998      
7,574 
Income Portfolio                  576,461    421,831    
250,273 
International Portfolio           632,844    597,704    
324,673 
Limited-Term Bond Portfolio           ---        ---        
- --- 
Money Market Portfolio                ---        ---        
- --- 
Science and Technology Portfolio*  19,104      8,143 
Small Cap Portfolio               309,983    238,000    
117,166 
                               ---------- ---------- -------
- --- 
                               $2,678,044 $3,127,257 
$3,042,674 
                               ========== ========== 
========== 
 
* Science and Technology Portfolio began operations April 4, 
1997. 
 
     The next table shows the transactions, other than 
principal transactions, 
which were directed to broker-dealers who provided research 
as well as execution 
and the brokerage commissions paid for the fiscal year ended 
December 31, 1998. 
These transactions were allocated to these broker-dealers by 
the internal 
allocation procedures described above. 
 
                                    Amount of      Brokerage 
                                 Transactions    Commissions 
                                 ------------    ----------- 
Asset Strategy Portfolio         $  5,249,230     $    8,546 
Balanced Portfolio                 41,146,772         52,896 
Bond Portfolio                            ---            --- 
Growth Portfolio                  664,470,101        748,462 
High Income Portfolio                     ---            --- 
Income Portfolio                  418,139,666        475,056 
International Portfolio             6,004,661          5,188 
Limited-Term Bond Portfolio               ---            --- 
Money Market Portfolio                    ---            --- 
Science and Technology Portfolio    2,532,591          4,006 
Small Cap Portfolio                73,136,542        184,563 
                               --------------     ---------- 
                               $1,210,679,563     $1,478,717 
                               ==============     ========== 
 
     As of December 31, 1998, Bond Portfolio owned Salomon 
Inc. securities in 
the aggregate amount of $999,660.  Salomon Inc. is a regular 
broker of the 
Portfolio. 
 
     The Fund, the Manager and Waddell & Reed, Inc. have 
adopted a Code of 
Ethics which imposes restrictions on the personal investment 
activities of their 
employees, officers and interested directors. 
 
                               OTHER INFORMATION 
 
Capital Stock 
 
     The Fund was incorporated in Maryland on December 2, 
1986.  Prior to August 
31, 1998, the Fund was known as TMK/United Funds, Inc.  
Capital stock is 
currently divided into the following classes which are a 
type of class 
designated a "series" as that term is defined in the 
Articles of Incorporation 
of the Fund:  Asset Strategy Portfolio, Balanced Portfolio, 
Bond Portfolio, 
Growth Portfolio, High Income Portfolio, Income Portfolio, 
International 
Portfolio, Limited-Term Bond Portfolio, Money Market 
Portfolio, Science and 
Technology Portfolio and Small Cap Portfolio. 
 
     The balance of shares authorized but not divided into 
classes may be issued 
to an existing Portfolio, or to new series having the number 
of shares and 
descriptions, powers, and rights, and the qualifications, 
limitations, and 
restrictions as the Board of Directors may determine.  The 
Board of Directors 
may also change the designation of any Portfolio and may 
increase or decrease 
the numbers of shares of any Portfolio but may not decrease 
the number of shares 
of any Portfolio below the number of shares then 
outstanding. 
 
     Each issued and outstanding share in a Portfolio is 
entitled to participate 
equally in dividends and distributions declared by the 
respective Portfolio and, 
upon liquidation or dissolution, in net assets of such 
Portfolio remaining after 
satisfaction of outstanding liabilities.  The shares of each 
Portfolio when 
issued are fully paid and nonassessable. 
 
     The Fund does not hold annual meetings of shareholders; 
however, certain 
significant corporate matters, such as the approval of a new 
investment advisory 
agreement or a change in fundamental investment policy, 
which require 
shareholder approval will be presented to shareholders at a 
meeting called by 
the Board of Directors for such purpose. 
 
     Special meetings of shareholders may be called for any 
purpose upon receipt 
by the Fund of a request in writing signed by shareholders 
holding not less than 
25% of all shares entitled to vote at such meeting, provided 
certain conditions 
stated in the bylaws are met.  There will normally be no 
meeting of the 
shareholders for the purpose of electing directors until 
such time as less than 
a majority of directors holding office have been elected by 
shareholders, at 
which time the directors then in office will call a 
shareholders' meeting for 
the election of directors.  To the extent that Section 16(c) 
of the 1940 Act 
applies to the Fund, the directors are required to call a 
meeting of 
shareholders for the purpose of voting upon the question of 
removal of any 
director when requested in writing to do so by the 
shareholders of record of not 
less than 10% of the Fund's outstanding shares. 
 
Voting Rights 
 
     All shares of the Fund have equal voting rights 
(regardless of the net 
asset value per share) except that on matters affecting only 
one Portfolio, only 
shares of the respective Portfolio are entitled to vote.  
The shares do not have 
cumulative voting rights.  Accordingly, the holders of more 
than 50% of the 
shares of the Fund voting for the election of directors can 
elect all of the 
directors of the Fund if they choose to do so, and in such 
event the holders of 
the remaining shares would not be able to elect any 
directors. 
 
     Matters in which the interests of all the Portfolios 
are substantially 
identical (such as the election of Directors or the approval 
of independent 
public accountants) will be voted on by all shareholders 
without regard to the 
separate Portfolios.  Matters that affect all the Portfolios 
but where the 
interests of the Portfolios are not substantially identical 
(such as approval of 
the Investment Management Agreement) will be voted on 
separately by each 
Portfolio.  Matters affecting only one Portfolio, such as a 
change in its 
fundamental policies, will be voted on separately by the 
Portfolio. 
 
     Matters requiring separate shareholder voting by a 
Portfolio shall have 
been effectively acted upon with respect to any Portfolio if 
a majority of the 
outstanding voting securities of that Portfolio votes for 
approval of the 
matter, notwithstanding that:  (1) the matter has not been 
approved by a 
majority of the outstanding voting securities of any other 
Series; or (2) the 
matter has not been approved by a majority of the 
outstanding voting securities 
of the Fund. 
 
     The phrase "a majority of the outstanding voting 
securities" of a series 
(or of a Fund) means the vote of the lesser of:  (1) 67% of 
the shares of a 
series (or the Fund) present at a meeting if the holders of 
more than 50% of the 
outstanding shares are present in person or by proxy; or (2) 
more than 50% of 
the outstanding shares of a series (or a Fund). 
 
     To the extent required by law, Policyholders are 
entitled to give voting 
instructions with respect to Fund shares held in the 
separate accounts of 
Participating Insurance Companies.  Participating Insurance 
Companies will vote 
the shares in accordance with such instructions unless 
otherwise legally 
required or permitted to act with respect to such 
instructions. 
 
<PAGE> 
                                   APPENDIX A 
 
      The following are descriptions of some of the ratings 
of securities which 
the Fund may use.  The Fund may also use ratings provided by 
other nationally 
recognized statistical rating organizations in determining 
the eligibility of 
securities for the Portfolios. 
 
                          DESCRIPTION OF BOND RATINGS 
 
     Standard & Poor's, a division of The McGraw-Hill 
Companies, Inc.  An S&P 
corporate or municipal bond rating is a current assessment 
of the 
creditworthiness of an obligor with respect to a specific 
obligation.  This 
assessment of creditworthiness may take into consideration 
obligors such as 
guarantors, insurers or lessees. 
 
     The debt rating is not a recommendation to purchase, 
sell or hold a 
security, inasmuch as it does not comment as to market price 
or suitability for 
a particular investor. 
 
     The ratings are based on current information furnished 
to S&P by the issuer 
or obtained by S&P from other sources it considers reliable.  
S&P does not 
perform any audit in connection with any ratings and may, on 
occasion, rely on 
unaudited financial information.  The ratings may be 
changed, suspended or 
withdrawn as a result of changes in, or unavailability of, 
such information, or 
based on other circumstances. 
 
     The ratings are based, in varying degrees, on the 
following considerations: 
 
1.   Likelihood of default -- capacity and willingness of 
the obligor as to the 
     timely payment of interest and repayment of principal 
in accordance with 
     the terms of the obligation.;. 
 
2.   Nature of and provisions of the obligation; 
 
3.   Protection afforded by, and relative position of, the 
obligation in the 
     event of bankruptcy, reorganization or other 
arrangement under the laws of 
     bankruptcy and other laws affecting creditors' rights. 
 
     A brief description of the applicable S&P rating 
symbols and their meanings 
follow: 
 
     AAA -- Debt rated AAA has the highest rating assigned 
by Standard & Poor's. 
Capacity to pay interest and repay principal is extremely 
strong. 
 
     AA -- Debt rated AA also qualifies as high-quality 
debt.  Capacity to pay 
interest and repay principal is very strong, and debt rated 
AA differs from AAA 
issues only in a small degree. 
 
     A -- Debt rated A has a strong capacity to pay interest 
and repay principal 
although it is somewhat more susceptible to the adverse 
effects of changes in 
circumstances and economic conditions than debt in higher 
rated categories. 
 
     BBB -- Debt rated BBB is regarded as having an adequate 
capacity to pay 
interest and repay principal.  Whereas it normally exhibits 
adequate protection 
parameters, adverse economic conditions or changing 
circumstances are more 
likely to lead to a weakened capacity to pay interest and 
repay principal for 
debt in this category than in higher rated categories. 
 
     BB, B, CCC, CC, C -- Debt rated BB, B, CCC, CC and C is 
regarded as having 
predominantly speculative characteristics with respect to 
capacity to pay 
interest and repay principal in accordance with the terms of 
the obligation.  BB 
indicates the lowest degree of speculation and C the highest 
degree of 
speculation.  While such debt will likely have some quality 
and protective 
characteristics, these are outweighed by large uncertainties 
or major exposures 
to adverse conditions. 
 
     BB -- Debt rated BB has less near-term vulnerability to 
default than other 
speculative issues.  However, it faces major ongoing 
uncertainties or exposure 
to adverse business, financial, or economic conditions which 
could lead to 
inadequate capacity to meet timely interest and principal 
payments.  The BB 
rating category is also used for debt subordinated to senior 
debt that is 
assigned an actual or implied BBB- rating. 
 
     B -- Debt rated B has a greater vulnerability to 
default but currently has 
the capacity to meet interest payments and principal 
repayments.  Adverse 
business, financial, or economic conditions will likely 
impair capacity or 
willingness to pay interest and repay principal.  The B 
rating category is also 
used for debt subordinated to senior debt that is assigned 
an actual or implied 
BB or BB- rating. 
 
     CCC -- Debt rated CCC has a currently indefinable 
vulnerability to default, 
and is dependent upon favorable business, financial and 
economic conditions to 
meet timely payment of interest and repayment of principal.  
In the event of 
adverse business, financial or economic conditions, it is 
not likely to have the 
capacity to pay interest and repay principal.  The CCC 
rating category is also 
used for debt subordinated to senior debt that is assigned 
an actual or implied 
B or B- rating. 
 
     CC -- The rating CC is typically applied to debt 
subordinated to senior 
debt that is assigned an actual or implied CCC rating. 
 
     C -- The rating C is typically applied to debt 
subordinated to senior debt 
which is assigned an actual or implied CCC- debt rating.  
The C rating may be 
used to cover a situation where a bankruptcy petition has 
been filed, but debt 
service payments are continued. 
 
     CI -- The rating CI is reserved for income bonds on 
which no interest is 
being paid. 
 
     D -- Debt rated D is in payment default.  It is used 
when interest payments 
or principal payments are not made on a due date even if the 
applicable grace 
period has not expired, unless S&P believes that such 
payments will be made 
during such grace periods.  The D rating will also be used 
upon a filing of a 
bankruptcy petition if debt service payments are 
jeopardized. 
 
     Plus (+) or Minus (-) -- To provide more detailed 
indications of credit 
quality, the ratings from AA to CCC may be modified by the 
addition of a plus or 
minus sign to show relative standing within the major rating 
categories. 
 
     NR -- Indicates that no public rating has been 
requested, that there is 
insufficient information on which to base a rating, or that 
S&P does not rate a 
particular type of obligation as a matter of policy. 
 
     Debt Obligations of issuers outside the United States 
and its territories 
are rated on the same basis as domestic corporate and 
municipal issues.  The 
ratings measure the creditworthiness of the obligor but do 
not take into account 
currency exchange and related uncertainties. 
 
     Bond Investment Quality Standards:  Under present 
commercial bank 
regulations issued by the Comptroller of the Currency, bonds 
rated in the top 
four categories (AAA, AA, A, BBB, commonly known as 
"Investment Grade" ratings) 
are generally regarded as eligible for bank investment.  In 
addition, the Legal 
Investment Laws of various states governing legal 
investments may impose certain 
rating or other standards for obligations eligible for 
investment by savings 
banks, trust companies, insurance companies and fiduciaries 
generally. 
 
     Moody's Investors Service, Inc.  A brief description of 
the applicable MIS 
rating symbols and their meanings follows: 
 
     Aaa -- Bonds which are rated Aaa are judged to be of 
the best quality. 
They carry the smallest degree of investment risk and are 
generally referred to 
as "gilt edge."  Interest payments are protected by a large 
or by an 
exceptionally stable margin and principal is secure.  While 
the various 
protective elements are likely to change, such changes as 
can be visualized are 
most unlikely to impair the fundamentally strong position of 
such issues. 
 
     Aa -- Bonds which are rated Aa are judged to be of high 
quality by all 
standards.  Together with the Aaa group they comprise what 
are generally known 
as high-grade bonds.  They are rated lower than the best 
bonds because margins 
of protection may not be as large as in Aaa securities or 
fluctuations of 
protective elements may be of greater amplitude or there may 
be other elements 
present which make the long-term risks appear somewhat 
larger than in Aaa 
securities. 
 
     A -- Bonds which are rated A possess many favorable 
investment attributes 
and are to be considered as upper medium grade obligations.  
Factors giving 
security to principal and interest are considered adequate, 
but elements may be 
present which suggest a susceptibility to impairment 
sometime in the future. 
 
     Baa -- Bonds which are rated Baa are considered as 
medium grade 
obligations, i.e., they are neither highly protected nor 
poorly secured. 
Interest payments and principal security appear adequate for 
the present but 
certain protective elements may be lacking or may be 
characteristically 
unreliable over any great length of time. Some bonds lack 
outstanding investment 
characteristics and in fact have speculative characteristics 
as well. 
 
NOTE:  Bonds within the above categories which possess the 
strongest investment 
attributes are designated by the symbol "1" following the 
rating. 
 
     Ba -- Bonds which are rated Ba are judged to have 
speculative elements; 
their future cannot be considered as well assured.  Often 
the protection of 
interest and principal payments may be very moderate and 
thereby not well 
safeguarded during good and bad times over the future. 
Uncertainty of position 
characterizes bonds in this class. 
 
     B -- Bonds which are rated B generally lack 
characteristics of the 
desirable investment.  Assurance of interest and principal 
payments or of 
maintenance of other terms of the contract over any long 
period of time may be 
small. 
 
     Caa -- Bonds which are rated Caa are of poor standing. 
Such issues may be 
in default or there may be present elements of danger with 
respect to principal 
or interest. 
 
     Ca -- Bonds which are rated Ca represent obligations 
which are speculative 
in a high degree.  Such issues are often in default or have 
other marked 
shortcomings. 
 
     C -- Bonds which are rated C are the lowest rated class 
of bonds and issues 
so rated can be regarded as having extremely poor prospects 
of ever attaining 
any real investment standing. 
 
                     DESCRIPTION OF PREFERRED STOCK RATINGS 
 
     Standard & Poor's, a division of The McGraw-Hill 
Companies, Inc.  An S&P 
preferred stock rating is an assessment of the capacity and 
willingness of an 
issuer to pay preferred stock dividends and any applicable 
sinking fund 
obligations.  A preferred stock rating differs from a bond 
rating inasmuch as it 
is assigned to an equity issue, which issue is intrinsically 
different from, and 
subordinated to, a debt issue.  Therefore, to reflect this 
difference, the 
preferred stock rating symbol will normally not be higher 
than the debt rating 
symbol assigned to, or that would be assigned to, the senior 
debt of the same 
issuer. 
 
     The preferred stock ratings are based on the following 
considerations: 
 
1.   Likelihood of payment - capacity and willingness of the 
issuer to meet the 
     timely payment of preferred stock dividends and any 
applicable sinking fund 
     requirements in accordance with the terms of the 
obligation; 
 
2.   Nature of, and provisions of, the issue; 
 
3.   Relative position of the issue in the event of 
bankruptcy, reorganization, 
     or other arrangement under the laws of bankruptcy and 
other laws affecting 
     creditors' rights. 
 
     AAA -- This is the highest rating that may be assigned 
by S&P to a 
preferred stock issue and indicates an extremely strong 
capacity to pay the 
preferred stock obligations. 
 
     AA -- A preferred stock issue rated AA also qualifies 
as a high-quality 
fixed income security.  The capacity to pay preferred stock 
obligations is very 
strong, although not as overwhelming as for issues rated 
AAA. 
 
     A -- An issue rated A is backed by a sound capacity to 
pay the preferred 
stock obligations, although it is somewhat more susceptible 
to the adverse 
effects of changes in circumstances and economic conditions. 
 
     BBB -- An issue rated BBB is regarded as backed by an 
adequate capacity to 
pay the preferred stock obligations.  Whereas it normally 
exhibits adequate 
protection parameters, adverse economic conditions or 
changing circumstances are 
more likely to lead to a weakened capacity to make payments 
for a preferred 
stock in this category than for issues in the 'A' category. 
 
     BB, B, CCC -- Preferred stock rated BB, B, and CCC are 
regarded, on 
balance, as predominantly speculative with respect to the 
issuer's capacity to 
pay preferred stock obligations.  BB indicates the lowest 
degree of speculation 
and CCC the highest degree of speculation.  While such 
issues will likely have 
some quality and protective characteristics, these are 
outweighed by large 
uncertainties or major risk exposures to adverse conditions. 
 
     CC -- The rating CC is reserved for a preferred stock 
issue in arrears on 
dividends or sinking fund payments but that is currently 
paying. 
 
     C -- A preferred stock rated C is a non-paying issue. 
 
     D -- A preferred stock rated D is a non-paying issue 
with the issuer in 
default on debt instruments. 
 
     NR -- This indicates that no rating has been requested, 
that there is 
insufficient information on which to base a rating, or that 
S&P does not rate a 
particular type of obligation as a matter of policy. 
 
     Plus (+) or minus (-) -- To provide more detailed 
indications of preferred 
stock quality, the rating from AA to CCC may be modified by 
the addition of a 
plus or minus sign to show relative standing within the 
major rating categories. 
 
     A preferred stock rating is not a recommendation to 
purchase, sell, or hold 
a security inasmuch as it does not comment as to market 
price or suitability for 
a particular investor.  The ratings are based on current 
information furnished 
to S&P by the issuer or obtained by S&P from other sources 
it considers 
reliable.  S&P does not perform an audit in connection with 
any rating and may, 
on occasion, rely on unaudited financial information.  The 
ratings may be 
changed, suspended, or withdrawn as a result of changes in, 
or unavailability 
of, such information, or based on other circumstances. 
 
     Moody's Investors Service, Inc.  Note:  MIS applies 
numerical modifiers 1, 
2 and 3 in each rating classification; the modifier 1 
indicates that the 
security ranks in the higher end of its generic rating 
category; the modifier 2 
indicates a mid-range ranking and the modifier 3 indicates 
that the issue ranks 
in the lower end of its generic rating category. 
 
     Preferred stock rating symbols and their definitions 
are as follows: 
 
     aaa -- An issue which is rated aaa is considered to be 
a top-quality 
preferred stock.  This rating indicates good asset 
protection and the least risk 
of dividend impairment within the universe of preferred 
stocks. 
 
     aa -- An issue which is rated aa is considered a high-
grade preferred 
stock.  This rating indicates that there is a reasonable 
assurance the earnings 
and asset protection will remain relatively well-maintained 
in the foreseeable 
future. 
 
     a -- An issue which is rated a is considered to be an 
upper-medium grade 
preferred stock.  While risks are judged to be somewhat 
greater than in the aaa 
and aa classification, earnings and asset protection are, 
nevertheless, expected 
to be maintained at adequate levels. 
 
     baa -- An issue which is rated baa is considered to be 
a medium-grade 
preferred stock, neither highly protected nor poorly 
secured.  Earnings and 
asset protection appear adequate at present but may be 
questionable over any 
great length of time. 
 
     ba -- An issue which is rated ba is considered to have 
speculative elements 
and its future cannot be considered well assured.  Earnings 
and asset protection 
may be very moderate and not well safeguarded during adverse 
periods. 
Uncertainty of position characterizes preferred stocks in 
this class. 
 
     b -- An issue which is rated b generally lacks the 
characteristics of a 
desirable investment.  Assurance of dividend payments and 
maintenance of other 
terms of the issue over any long period of time may be 
small. 
 
     caa -- An issue which is rated caa is likely to be in 
arrears on dividend 
payments.  This rating designation does not purport to 
indicate the future 
status of payments. 
 
     ca -- An issue which is rated ca is speculative in a 
high degree and is 
likely to be in arrears on dividends with little likelihood 
of eventual 
payments. 
 
     c -- This is the lowest rated class of preferred or 
preference stock. 
Issues so rated can be regarded as having extremely poor 
prospects of ever 
attaining any real investment standing. 
 
                    DESCRIPTION OF COMMERCIAL PAPER RATINGS 
 
     S&P commercial paper rating is a current assessment of 
the likelihood of 
timely payment of debt considered short-term in the relevant 
market. Ratings are 
graded into several categories, ranging from A-1 for the 
highest quality 
obligations to D for the lowest.  Issuers rated A are 
further referred to by use 
of numbers 1, 2 and 3 to indicate the relative degree of 
safety.  Issues 
assigned an A rating (the highest rating) are regarded as 
having the greatest 
capacity for timely payment.  An A-1 designation indicates 
that the degree of 
safety regarding timely payment is strong.  Those issues 
determined to possess 
extremely strong safety characteristics are denoted with a 
plus sign (+) 
designation.  An A-2 rating indicates that capacity for 
timely payment is 
satisfactory; however, the relative degree of safety is not 
as high as for 
issues designated A-1.  Issues rated A-3 have adequate 
capacity for timely 
payment; however, they are more vulnerable to the adverse 
effects of changes in 
circumstances than obligations carrying the higher 
designations.  Issues rated B 
are regarded as having only speculative capacity for timely 
payment.  A C rating 
is assigned to short-term debt obligations with a doubtful 
capacity for payment. 
Debt rated D is in payment default, which occurs when 
interest payments or 
principal payments are not made on the date due, even if the 
applicable grace 
period has not expired, unless S&P believes that such 
payments will be made 
during such grace period. 
 
     MIS commercial paper ratings are opinions of the 
ability of issuers to 
repay punctually promissory obligations not having an 
original maturity in 
excess of nine months.  MIS employs the designations of 
Prime 1, Prime 2 and 
Prime 3, all judged to be investment grade, to indicate the 
relative repayment 
capacity of rated issuers.  Issuers rated Prime 1 have a 
superior capacity for 
repayment of short-term promissory obligations and repayment 
capacity will 
normally be evidenced by (1) leading market positions in 
well established 
industries; (2) high rates of return on funds employed; (3) 
conservative 
capitalization structures with moderate reliance on debt and 
ample asset 
protection; (4) broad margins in earnings coverage of fixed 
financial charges 
and high internal cash generation; and (5) well established 
access to a range of 
financial markets and assured sources of alternate 
liquidity.  Issuers rated 
Prime 2 also have a strong capacity for repayment of short-
term promissory 
obligations as will normally be evidenced by many of the 
characteristics 
described above for Prime 1 issuers, but to a lesser degree.  
Earnings trends 
and coverage ratios, while sound, will be more subject to 
variation; 
capitalization characteristics, while still appropriate, may 
be more affected by 
external conditions; and ample alternate liquidity is 
maintained.  Issuers rated 
Prime 3 have an acceptable capacity for repayment of short-
term promissory 
obligations, as will normally be evidenced by many of the 
characteristics above 
for Prime 1 issuers, but to a lesser degree.  The effect of 
industry 
characteristics and market composition may be more 
pronounced; variability in 
earnings and profitability may result in changes in the 
level of debt protection 
measurements and requirement for relatively high financial 
leverage; and 
adequate alternate liquidity is maintained. 
 
DESCRIPTION OF NOTE RATINGS 
 
     Standard & Poor's, a division of The McGraw-Hill 
Companies, Inc.  An S&P 
note rating reflects the liquidity factors and market access 
risks unique to 
notes.  Notes maturing in 3 years or less will likely 
receive a note rating. 
Notes maturing beyond 3 years will most likely receive a 
long-term debt rating. 
The following criteria will be used in making that 
assessment. 
 
   --Amortization schedule (the larger the final maturity 
relative to other 
     maturities, the more likely the issue is to be treated 
as a note). 
   --Source of Payment (the more the issue depends on the 
market for its 
     refinancing, the more likely it is to be treated as a 
note.) 
 
     The note rating symbols and definitions are as follows: 
 
     SP-1 Strong capacity to pay principal and interest.  
Issues determined to 
          possess very strong characteristics are given a 
plus (+) designation. 
     SP-2 Satisfactory capacity to pay principal and 
interest, with some 
          vulnerability to adverse financial and economic 
changes over the term 
          of the notes. 
     SP-3 Speculative capacity to pay principal and 
interest. 
 
     Moody's Investors Service, Inc.  MIS Short-Term Loan 
Ratings -- MIS ratings 
for state and municipal short-term obligations will be 
designated Moody's 
Investment Grade (MIG).  This distinction is in recognition 
of the differences 
between short-term credit risk and long-term risk.  Factors 
affecting the 
liquidity of the borrower are uppermost in importance in 
short-term borrowing, 
while various factors of major importance in bond risk are 
of lesser importance 
over the short run.  Rating symbols and their meanings 
follow: 
 
     MIG 1 -- This designation denotes best quality.  There 
is present strong 
protection by established cash flows, superior liquidity 
support or demonstrated 
broad-based access to the market for refinancing. 
 
     MIG 2 -- This designation denotes high quality.  
Margins of protection are 
ample although not so large as in the preceding group. 
 
     MIG 3 -- This designation denotes favorable quality.  
All security elements 
are accounted for but this is lacking the undeniable 
strength of the preceding 
grades.  Liquidity and cash flow protection may be narrow 
and market access for 
refinancing is likely to be less well established. 
 
     MIG 4 -- This designation denotes adequate quality.  
Protection commonly 
regarded as required of an investment security is present 
and although not 
distinctly or predominantly speculative, there is specific 
risk. 
 
<PAGE> 
THE INVESTMENTS OF THE GROWTH PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Apparel and Accessory Stores - 3.53% 
 Abercrombie & Fitch Co., Class A*  ......   238,400 $ 
16,866,800 
 Kohl's Corporation*  ....................   200,000   
12,287,500 
   Total .................................             
29,154,300 
 
Building Materials and Garden Supplies - 3.04% 
 Home Depot, Inc. (The)  .................   410,000   
25,086,875 
 
Business Services - 5.48% 
 BMC Software, Inc.*  ....................   323,800   
14,439,456 
 Microsoft Corporation*  .................   222,000   
30,753,938 
   Total .................................             
45,193,394 
 
Chemicals and Allied Products - 16.44% 
 Bristol-Myers Squibb Company  ...........   158,600   
21,222,663 
 Colgate-Palmolive Company  ..............    97,000    
9,008,875 
 Dial Corporation (The)  .................   290,800    
8,396,850 
 Lilly (Eli) and Company  ................   170,000   
15,108,750 
 Merck & Co., Inc.  ......................    80,000   
11,815,000 
 Monsanto Company  .......................   150,000    
7,125,000 
 Pfizer Inc.  ............................   146,000   
18,313,875 
 Schering-Plough Corporation  ............   374,400   
20,685,600 
 Warner-Lambert Company  .................   318,700   
23,962,256 
   Total .................................            
135,638,869 
 
Communication - 5.09% 
 ALLTEL Corporation  .....................   150,000    
8,971,875 
 GTE Corporation*  .......................   170,000   
11,050,000 
 Infinity Broadcasting Corporation, 
   Class A* ..............................   352,200    
9,641,475 
 SBC Communications Inc.  ................   230,000   
12,333,750 
   Total .................................             
41,997,100 
 
Depository Institutions - 1.81% 
 Comerica Incorporated  ..................   219,450   
14,963,747 
 
Electronic and Other Electric Equipment - 6.09% 
 General Electric Company  ...............   174,500   
17,809,906 
 Intel Corporation  ......................   194,300   
23,030,622 
 Texas Instruments Incorporated  .........   110,000    
9,411,875 
   Total .................................             
50,252,403 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE GROWTH PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Food and Kindred Products - 1.42% 
 Bestfoods  ..............................   220,000 $ 
11,715,000 
 
General Merchandise Stores - 2.38% 
 Dollar General Corporation  .............   151,562    
3,580,652 
 Wal-Mart Stores, Inc.  ..................   197,200   
16,059,475 
   Total .................................             
19,640,127 
 
Health Services - 1.10% 
 Tenet Healthcare Corporation*  ..........   345,000    
9,056,250 
 
Industrial Machinery and Equipment - 7.82% 
 Applied Materials, Inc.*  ...............   176,500    
7,539,859 
 Cisco Systems, Inc.*  ...................   236,425   
21,950,584 
 Cooper Cameron Corporation*  ............   150,000    
3,675,000 
 EMC Corporation*  .......................   324,600   
27,591,000 
 Smith International, Inc.*  .............   150,000    
3,778,125 
   Total .................................             
64,534,568 
 
Instruments and Related Products - 5.07% 
 Baxter International Inc.  ..............   140,000    
9,003,750 
 Guidant Corporation  ....................   153,000   
16,868,250 
 Medtronic, Inc.  ........................   215,000   
15,963,750 
   Total .................................             
41,835,750 
 
Insurance Carriers - 2.22% 
 American International Group, Inc.  .....   116,700   
11,276,137 
 MGIC Investment Corporation  ............   177,500    
7,066,719 
   Total .................................             
18,342,856 
 
Miscellaneous Retail - 3.59% 
 Costco Companies, Inc.*  ................   200,000   
14,468,750 
 Walgreen Co.  ...........................   258,300   
15,126,694 
   Total .................................             
29,595,444 
 
Motion Pictures - 2.15% 
 Time Warner Incorporated  ...............   286,000   
17,749,875 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE GROWTH PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Nondepository Institutions - 6.41% 
 Fannie Mae  .............................   453,600 $ 
33,566,400 
 Freddie Mac  ............................   300,000   
19,331,250 
   Total .................................             
52,897,650 
 
Oil and Gas Extraction - 0.98% 
 Schlumberger Limited  ...................   175,000    
8,071,875 
 
Petroleum and Coal Products - 0.93% 
 Exxon Corporation  ......................   105,000    
7,678,125 
 
Printing and Publishing - 1.00% 
 Tribune Company  ........................   125,400    
8,276,400 
 
Television Broadcasting Stations - 1.89% 
 Clear Channel Communications, Inc.*  ....   286,400   
15,608,800 
 
Transportation Equipment - 2.31% 
 Harley-Davidson, Inc.  ..................   401,800   
19,035,275 
 
Water Transportation - 2.36% 
 Carnival Corporation, Class A  ..........   405,600   
19,468,800 
 
Wholesale Trade -- Durable Goods - 1.65% 
 Johnson & Johnson  ......................   162,200   
13,604,525 
 
TOTAL COMMON STOCKS - 84.76%                         
$699,398,008 
 (Cost: $464,143,846) 
 
PREFERRED STOCK - 0.26% 
Holding and Other Investment Offices 
 LTC Properties, Inc., 9.5%  .............   100,000 $  
2,175,000 
 (Cost: $2,500,000) 
 
                                           Principal 
                                           Amount in 
                                           Thousands 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Communication - 3.39% 
 GTE Corporation: 
   5.5%, 1-6-99 ..........................  $ 20,000   
19,984,722 
   5.38%, 1-25-99 ........................     8,000    
7,971,307 
   Total .................................             
27,956,029 
 
 Electric, Gas and Sanitary Services - 1.85% 
 Central Illinois Light Co., 
   5.22%, 1-12-99 ........................     2,350 $  
2,346,252 
 PS Colorado Credit Corp., 
   6.0%, 1-15-99 .........................     2,000    
1,995,333 
 Puget Sound Energy Inc., 
   5.92%, 1-19-99 ........................    11,000   
10,967,440 
   Total .................................             
15,309,025 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE GROWTH PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
SHORT-TERM SECURITIES (Continued) 
Commercial Paper (Continued) 
Electronic and Other Electric Equipment - 1.89% 
 Lucent Technologies Inc., 
   5.25%, 1-14-99 ........................   $13,500 $ 
13,474,406 
 Sony Capital Corp., 
   5.75%, 1-14-99 ........................     2,165    
2,160,505 
   Total .................................             
15,634,911 
 
 Fabricated Metal Products - 0.55% 
 Danaher Corporation, 
   5.6288%, Master Note ..................     1,579    
1,579,000 
 Snap-On Inc., 
   6.1%, 1-4-99 ..........................     3,000    
2,998,475 
   Total .................................              
4,577,475 
 
 Food and Kindred Products - 1.40% 
 General Mills, Inc., 
   5.4883%, Master Note ..................     6,543    
6,543,000 
 Ralston Purina Co., 
   5.5%, 1-4-99 ..........................     5,000    
4,997,708 
   Total .................................             
11,540,708 
 
 Food Stores - 0.85% 
 Albertson's Inc., 
   5.9%, 1-8-99 ..........................     7,000    
6,991,969 
 
 Nondepository Institutions - 3.02% 
 General Electric Capital Corporation, 
   5.46%, 2-3-99 .........................    14,000   
13,929,930 
 Island Finance Puerto Rico Inc., 
   5.4%, 1-29-99 .........................    11,000   
10,953,800 
   Total .................................             
24,883,730 
 
 Paper and Allied Products - 0.80% 
 Sonoco Products Co., 
   5.16%, 1-19-99 ........................     6,600    
6,582,972 
 
 Primary Metal Industries - 1.14% 
 Aluminum Company of America, 
   5.12%, 1-15-99 ........................     9,400    
9,381,284 
 
 Textile Mill Products - 0.01% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................        44       
44,000 
 
TOTAL SHORT-TERM SECURITIES - 14.90%                 
$122,902,103 
 (Cost: $122,902,103) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE GROWTH PORTFOLIO 
DECEMBER 31, 1998 
 
                                                            
Value 
 
TOTAL INVESTMENT SECURITIES - 99.92%                 
$824,475,111 
 (Cost: $589,545,949) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.08%         
640,133 
 
NET ASSETS - 100.00%                                 
$825,115,244 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Apparel and Accessory Stores - 0.72% 
 Gap, Inc. (The)  ........................   103,350   $  
5,813,437 
 
Building Materials and Garden Supplies - 0.74% 
 Home Depot, Inc. (The)  .................    98,600      
6,033,087 
 
Business Services - 2.32% 
 BMC Software, Inc.*  ....................   158,300      
7,059,191 
 Microsoft Corporation*  .................    85,100     
11,789,009 
   Total .................................               
18,848,200 
 
Chemicals and Allied Products - 12.05% 
 Air Products and Chemicals, Inc.  .......   101,900      
4,076,000 
 Bristol-Myers Squibb Company  ...........    35,300      
4,723,581 
 Colgate-Palmolive Company  ..............    57,200      
5,312,450 
 du Pont (E.I.) de Nemours and Company  ..   114,300      
6,065,044 
 Gillette Company (The)  .................   125,822      
6,078,776 
 Lilly (Eli) and Company  ................   116,200     
10,327,275 
 Merck & Co., Inc.  ......................    32,000      
4,726,000 
 Monsanto Company  .......................   205,900      
9,780,250 
 Novartis, AG (A)  .......................     3,850      
7,568,256 
 PPG Industries, Inc.  ...................    48,300      
2,813,475 
 Pfizer Inc.  ............................    90,300     
11,327,006 
 Procter & Gamble Company (The)  .........    56,500      
5,159,156 
 Warner-Lambert Company  .................   263,400     
19,804,388 
   Total .................................               
97,761,657 
 
Communication - 4.73% 
 AT&T Corporation  .......................    24,800      
1,866,200 
 AirTouch Communications*  ...............    86,600      
6,246,025 
 Cox Communications, Inc., Class A*  .....   214,000     
14,792,750 
 MCI WORLDCOM, Inc.*  ....................    99,100      
7,113,522 
 SBC Communications Inc.  ................   156,000      
8,365,500 
   Total .................................               
38,383,997 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Depository Institutions - 2.57% 
 BankAmerica Corporation  ................    49,677   $  
2,986,830 
 Chase Manhattan Corporation (The)  ......    96,600      
6,574,838 
 U. S. Bancorp.  .........................   212,000      
7,526,000 
 Wells Fargo & Company  ..................    94,600      
3,778,087 
   Total .................................               
20,865,755 
 
Electric, Gas and Sanitary Services - 4.06% 
 Consolidated Edison, Inc.  ..............    86,200      
4,557,825 
 Duke Energy Corp.  ......................   120,600      
7,725,938 
 Republic Services, Inc., Class A*  ......   266,700      
4,917,281 
 Texas Utilities Company  ................   338,000     
15,780,375 
   Total .................................               
32,981,419 
 
Electronic and Other Electric Equipment - 6.81% 
 Analog Devices, Inc.*  ..................   160,100      
5,023,138 
 General Electric Company  ...............   151,800     
15,493,088 
 General Instrument Corporation*  ........   216,200      
7,337,287 
 Intel Corporation  ......................   119,600     
14,176,337 
 Maytag Corporation  .....................    98,000      
6,100,500 
 Telefonaktiebolaget LM Ericsson, ADR, 
   Class B ...............................   296,600      
7,090,594 
   Total .................................               
55,220,944 
 
Fabricated Metal Products - 0.52% 
 Newell Co.  .............................   101,900      
4,203,375 
 
Food and Kindred Products - 1.76% 
 Bestfoods  ..............................   131,800      
7,018,350 
 Coca-Cola Company (The)  ................    68,100      
4,554,187 
 Panamerican Beverages Inc., Class A  ....   122,800      
2,678,575 
   Total .................................               
14,251,112 
 
Food Stores - 1.26% 
 Kroger Co. (The)*  ......................   169,300     
10,242,650 
 
Furniture and Fixtures - 0.30% 
 Lear Corporation*  ......................    63,700      
2,452,450 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
General Merchandise Stores - 2.96% 
 Dayton Hudson Corporation  ..............   151,800   $  
8,235,150 
 Wal-Mart Stores, Inc.  ..................   194,000     
15,798,875 
   Total .................................               
24,034,025 
 
Health Services - 1.56% 
 Tenet Healthcare Corporation*  ..........   481,000     
12,626,250 
 
Industrial Machinery and Equipment - 3.11% 
 Case Corporation  .......................   146,200      
3,188,988 
 Cisco Systems, Inc.*  ...................    95,850      
8,899,073 
 Deere & Company  ........................    93,200      
3,087,250 
 International Business Machines 
   Corporation ...........................    54,400     
10,050,400 
   Total .................................               
25,225,711 
 
Instruments and Related Products - 2.78% 
 General Motors Corporation, Class H*  ...    73,900      
2,932,906 
 Guidant Corporation  ....................   111,600     
12,303,900 
 Medtronic, Inc.  ........................    68,600      
5,093,550 
 Raytheon Company, Class A  ..............    42,753      
2,209,796 
   Total .................................               
22,540,152 
 
Insurance Carriers - 2.11% 
 American International Group, Inc.   ....    89,700      
8,667,263 
 Chubb Corporation (The)  ................    12,500        
810,937 
 Citigroup Inc.  .........................   155,100      
7,677,450 
 Total  ..................................               
17,155,650 
 
Miscellaneous Manufacturing Industries - 0.45% 
 Tyco International Ltd.  ................    48,000      
3,621,000 
 
Miscellaneous Retail - 0.66% 
 Costco Companies, Inc.*  ................    74,400      
5,382,375 
 
Motion Pictures - 1.72% 
 Time Warner Incorporated  ...............   190,000     
11,791,875 
 Walt Disney Company (The)  ..............    71,700      
2,151,000 
   Total .................................               
13,942,875 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Nondepository Institutions - 5.41% 
 Associates First Capital Corporation, 
   Class A ...............................   146,220   $  
6,196,072 
 Fannie Mae  .............................   288,900     
21,378,600 
 Freddie Mac  ............................   253,600     
16,341,350 
   Total .................................               
43,916,022 
 
Oil and Gas Extraction - 1.22% 
 Burlington Resources Incorporated  ......   275,600      
9,869,925 
 
Paper and Allied Products - 0.64% 
 International Paper Company  ............    55,600      
2,491,575 
 Willamette Industries, Inc.  ............    81,200      
2,720,200 
   Total .................................                
5,211,775 
 
Petroleum and Coal Products - 2.28% 
 Chevron Corporation  ....................    44,000      
3,649,250 
 Exxon Corporation  ......................    48,100      
3,517,312 
 Mobil Corporation  ......................    72,200      
6,290,425 
 Royal Dutch Petroleum Company  ..........   104,800      
5,017,300 
   Total .................................               
18,474,287 
 
Primary Metal Industries - 0.51% 
 Aluminum Company of America  ............    56,000      
4,175,500 
 
Railroad Transportation - 0.38% 
 Burlington Northern Santa Fe Corporation     92,100      
3,108,375 
 
Rubber and Miscellaneous Plastics Products - 0.15% 
 Goodyear Tire & Rubber Company (The)  ...    23,900      
1,205,456 
 
Television Broadcasting Stations - 1.12% 
 Clear Channel Communications, Inc.*  ....   166,700      
9,085,150 
 
Transportation By Air - 0.48% 
 AMR Corporation*  .......................    65,200      
3,871,250 
 
Transportation Equipment - 4.25% 
 DaimlerChrysler AG*  ....................    69,894      
6,714,192 
 Dana Corporation  .......................    62,000      
2,534,250 
 Ford Motor Company  .....................    98,100      
5,757,244 
 Lockheed Martin Corporation  ............   162,100     
13,737,975 
 Northrop Grumman Corporation  ...........    78,300      
5,725,688 
   Total .................................               
34,469,349 
 
Wholesale Trade - Durable Goods - 0.49% 
 Johnson & Johnson  ......................    47,300      
3,967,288 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Wholesale Trade - Nondurable Goods - 1.48% 
 Safeway Inc.*  ..........................   196,400   $ 
11,968,125 
 
TOTAL COMMON STOCKS - 71.60%                           
$580,908,623 
(Cost: $340,961,656) 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
UNITED STATES GOVERNMENT SECURITY - 17.03% 
 United States Treasury, 
   5.5%, 8-15-2028 .......................  $132,000   
$138,167,040 
 (Cost: $136,656,799) 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Electric, Gas and Sanitary Services - 4.41% 
 Bay State Gas Co.: 
   5.32%, 1-13-99 ........................     9,389      
9,372,350 
   5.45%, 1-19-99 ........................     8,500      
8,476,838 
 PS Colorado Credit Corp., 
   6.0%, 1-15-99 .........................     2,000      
1,995,333 
 Public Service Co. of Colorado, 
   5.85%, 1-15-99 ........................     6,000      
5,986,350 
 Questar Corp., 
   5.15%, 1-26-99 ........................    10,000      
9,964,236 
   Total .................................               
35,795,107 
 
 Engineering and Management Services - 0.21% 
 Halliburton Co., 
   5.4%, 1-15-99 .........................     1,700      
1,696,430 
 
 Fabricated Metal Products - 1.29% 
 Danaher Corporation, 
   5.6288%, Master Note ..................    10,482     
10,482,000 
 
 Food and Kindred Products - 0.07% 
 General Mills, Inc., 
   5.4838%, Master Note ..................       567        
567,000 
 
 Industrial Machinery and Equipment - 2.46% 
 Deere & Company, 
   5.53%, 1-8-99 .........................    20,000     
19,978,494 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
SHORT-TERM SECURITIES (Continued) 
Commercial Paper (Continued) 
 Nondepository Institutions - 0.86% 
 Associates Corporation of North America, 
   5.35%, 1-20-99 ........................   $ 7,000   $  
6,980,235 
 
 Petroleum and Coal Products - 0.12% 
 Kerr-McGee Credit Corp., 
   6.05%, 1-19-99 ........................     1,000        
996,975 
 
 Textile Mill Products - 0.08% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................       615        
615,000 
 
 Wholesale Trade -- Nondurable Goods - 0.25% 
 McKesson Corp., 
   6.05%, 1-5-99 .........................     2,000      
1,998,656 
 
 Total Commercial Paper - 9.75%                          
79,109,897 
 
Municipal Obligation - 1.23% 
 California 
 California Pollution Control Financing Authority, 
   Environmental Improvement Revenue Bonds, 
   (Shell Martinez Refining Company Project), 
   Series 1996 (Taxable), (Shell Oil Company), 
   5.25%, 2-8-99 .........................    10,000     
10,000,000 
 
TOTAL SHORT-TERM SECURITIES - 10.98%                   $ 
89,109,897 
 (Cost: $89,109,897) 
 
TOTAL INVESTMENT SECURITIES - 99.61%                   
$808,185,560 
 (Cost: $566,728,352) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.39%         
3,148,081 
 
NET ASSETS - 100.00%                                   
$811,333,641 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SCIENCE AND TECHNOLOGY PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Building Materials and Garden Supplies - 1.53% 
 Fastenal Company  .......................    12,000  $   
527,625 
 
Business Services - 39.42% 
 Amazon.com, Inc.*  ......................     1,500      
481,828 
 America Online, Inc.*  ..................    10,000    
1,600,000 
 BMC Software, Inc.*  ....................    12,000      
535,125 
 BroadVision, Inc.*  .....................    13,000      
420,469 
 Cerner Corporation*  ....................    24,000      
643,500 
 Citrix Systems, Inc.*  ..................     9,000      
873,281 
 eBay Inc.*  .............................     2,000      
482,750 
 Fiserv, Inc.*  ..........................    13,000      
668,281 
 HNC Software Inc.*  .....................    15,000      
606,563 
 IDX Systems Corporation*  ...............     4,000      
176,250 
 Inktomi Corporation*  ...................     4,000      
519,875 
 Intuit Inc.*  ...........................    10,000      
725,000 
 Macromedia, Inc.*  ......................    20,000      
673,125 
 MemberWorks Incorporated*  ..............    20,000      
591,250 
 Networks Associates, Inc.*  .............    10,000      
663,437 
 Parametric Technology Corporation*  .....    20,000      
325,000 
 TMP Worldwide Inc.*  ....................    12,000      
510,750 
 Transaction Systems Architects, Inc., 
   Class A* ..............................    10,000      
503,125 
 Visio Corporation*  .....................    20,000      
725,625 
 Wind River Systems, Inc.*  ..............    13,000      
610,188 
 Yahoo! Inc.*  ...........................     5,500    
1,302,984 
   Total .................................             
13,638,406 
 
Communication - 6.45% 
 AirTouch Communications*  ...............     5,000      
360,625 
 COLT Telecom Group plc, ADR*  ...........     8,000      
480,500 
 Cox Communications, Inc., Class A*  .....     3,700      
255,762 
 Intermedia Communications of Florida, 
  Inc.*  .................................    30,000      
519,375 
 MGC Communications, Inc.*  ..............    21,000      
146,344 
 MediaOne Group, Inc.*  ..................    10,000      
470,000 
   Total .................................              
2,232,606 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SCIENCE AND TECHNOLOGY PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Electronic and Other Electric Equipment - 11.31% 
 Advanced Fibre Communications, Inc.*  ...    20,000  $   
218,750 
 Ascend Communications, Inc.*  ...........    12,000      
789,375 
 Broadcom Corporation, Class A*  .........     7,000      
844,375 
 Concord Communications, Inc.*  ..........    10,000      
572,500 
 Gemstar International Group Limited*  ...    10,000      
572,187 
 Micron Technology, Inc.*  ...............    10,000      
505,625 
 Tellabs*  ...............................     6,000      
411,375 
   Total .................................              
3,914,187 
 
Engineering and Management Services - 7.85% 
 Abacus Direct Corporation*  .............     8,000      
366,250 
 Incyte Pharmaceuticals, Inc.*  ..........    20,000      
746,250 
 MAXIMUS, Inc.*  .........................    15,000      
555,000 
 Paychex, Inc.  ..........................    10,000      
514,688 
 Quintiles Transnational Corp.*  .........    10,000      
533,437 
   Total .................................              
2,715,625 
 
Food and Kindred Products - 2.06% 
 American Italian Pasta Company, Class A*     27,000      
712,125 
 
Furniture and Fixtures - 0.78% 
 Lear Corporation*  ......................     7,000      
269,500 
 
Health Services - 0.58% 
 American Healthcorp, Inc.*  .............    20,000      
199,375 
 
Instruments and Related Products - 3.48% 
 Bionx Implants, Inc.*  ..................    20,000      
168,125 
 STERIS Corporation*  ....................    12,000      
341,250 
 Uniphase Corporation*  ..................    10,000      
694,375 
   Total .................................              
1,203,750 
 
Printing and Publishing - 1.33% 
 IDG Books Worldwide, Inc., Class A*  ....    27,000      
460,688 
 
Television Broadcasting Stations - 1.58% 
 Clear Channel Communications, Inc.*  ....    10,000      
545,000 
 
Wholesale Trade -- Durable Goods - 1.00% 
 OmniCare, Inc.  .........................    10,000      
347,500 
 
Wholesale Trade -- Nondurable Goods - 1.32% 
 Cardinal Health, Inc.  ..................     6,000      
455,250 
 
TOTAL COMMON STOCKS - 78.69%                          
$27,221,637 
 (Cost: $19,032,900) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SCIENCE AND TECHNOLOGY PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Electronic and Other Electric Equipment - 2.89% 
 Lucent Technologies Inc., 
   5.25%, 1-14-99 ........................   $ 1,000  $   
998,104 
 
 Fabricated Metal Products - 3.99% 
 Danaher Corporation, 
   5.6288%, Master Note ..................     1,381    
1,381,000 
 
 Food and Kindred Products - 2.53% 
 General Mills, Inc., 
   5.4838%, Master Note ..................       877      
877,000 
 
 Paper and Allied Products - 2.88% 
 Sonoco Products Co., 
   5.16%, 1-19-99 ........................     1,000      
997,420 
 
 Textile Mill Products - 4.61% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................     1,594    
1,594,000 
 
 Wholesale Trade -- Nondurable Goods - 4.33% 
 McKesson Corp., 
   6.05%, 1-5-99 .........................     1,500    
1,498,992 
 
TOTAL SHORT-TERM SECURITIES - 21.23%                  $ 
7,346,516 
 (Cost: $7,346,516) 
 
TOTAL INVESTMENT SECURITIES - 99.92%                  
$34,568,153 
 (Cost: $26,379,416) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.08%          
27,252 
 
NET ASSETS - 100.00%                                  
$34,595,405 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INTERNATIONAL PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Brazil - 0.13% 
 CompanLia de Saneamento Desico do 
   Estado De Sao Paulo (A)* .............. 3,000,000 $    
227,179 
 
China - 0.17% 
 Jinpan International Limited*  ..........    93,000      
279,000 
 
Denmark - 0.79% 
 Neurosearch A/S (A)*  ...................    20,000    
1,329,029 
 
Finland - 2.07% 
 Sonera Group plc (A)*  ..................   178,000    
3,164,945 
 Sponda Oyj (A)*  ........................    56,600      
332,106 
   Total .................................              
3,497,051 
 
France - 9.49% 
 AXA-UAP (A)  ............................    26,700    
3,869,081 
 Etablissements Economiques du Casino 
   Guichard-Parrachon SA (A) .............    16,750    
1,744,011 
 Generale de Geophysique S.A. (A)*  ......     8,000      
466,143 
 Lagardere SCA (A)  ......................    29,000    
1,232,177 
 Societe Industrielle de Transports 
   Automobiles S.A. (A) ..................     4,375    
1,146,640 
 Suez Lyonnaise des Eaux (A)  ............    23,000    
4,723,688 
 VIVENDI (A)  ............................    11,000    
2,853,463 
   Total .................................             
16,035,203 
 
Germany - 9.32% 
 Altana AG (A)  ..........................     9,000      
701,986 
 Bayerische Hypotheken- und 
   Weschel-Bank AG (A) ...................    21,000    
1,644,267 
 Deutsche Bank AG, Ordinary Shares (A)  ..    36,000    
2,117,838 
 Deutsche Prandbrief- und 
   Hypothekenbank AG (A) .................    18,725    
1,640,277 
 Mannesmann AG (A)  ......................    37,000    
4,240,115 
 MobilCom AG (A)  ........................     4,255    
1,354,339 
 Rhoen-Klinikum AG (A)  ..................    16,600    
1,648,347 
 Volkswagen AG (A)  ......................    30,000    
2,393,952 
   Total .................................             
15,741,121 
 
Greece - 0.64% 
 PANAFON, S.A. (A)  ......................    40,650    
1,088,645 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INTERNATIONAL PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Italy - 4.96% 
 CSP International Industria 
   Calze S.p.A. (A) ......................    50,000 $    
334,341 
 Instituto Nazionale delle 
   Assicurazioni (A)* ....................   245,000      
646,569 
 Istituto Bancario San Paolo di Torino - 
   Istituto Mobiliare Italiano S.p.A. (A)     97,500    
1,721,282 
 Olivetti S.p.A. (A)*  ................... 1,000,000    
3,476,421 
 Telecom Italia Mobile S.p.A., Risp (A)  .   350,000    
2,200,725 
   Total .................................              
8,379,338 
 
Japan - 2.76% 
 Matsushita Communication Industrial 
   Co., Ltd. (A) .........................    34,000    
1,604,711 
 Olympus Optical Co., Ltd. (A)  ..........   140,000    
1,610,378 
 Sankyo Co., Ltd. (A)  ...................    66,000    
1,443,549 
   Total .................................              
4,658,638 
 
Mexico - 0.35% 
 Grupo Financiero Banamex Accival, 
   S.A. de C.V., B, CPO shares (A)* ......   450,000      
589,702 
 
Netherlands - 5.48% 
 Athlon Groep N.V. (A)  ..................    13,000      
386,810 
 Benckiser N.V., Class B (A) .............    30,000    
1,964,124 
 Content Beheer N.V. (A)  ................    50,000      
854,314 
 EQUANT N.V. (A)*  .......................    24,750    
1,721,966 
 Ordina N.V. (A)*  .......................    84,240    
2,246,460 
 Smit Internationale N.V. (A)  ...........    43,166      
948,930 
 Unique International NV (A)  ............    50,000    
1,144,408 
   Total .................................              
9,267,012 
 
Norway - 1.79% 
 Merkantildata ASA (A)  ..................   305,000    
3,023,914 
 
Portugal - 2.49% 
 Banco Portugues do Atlantico, S.A. (A)*      45,900      
940,278 
 Portugal Telecom, S.A., ADS  ............    27,500    
1,227,188 
 Telecel-Comunicacaoes Pessoais, SA (A)  .    10,000    
2,043,266 
   Total .................................              
4,210,732 
 
Spain - 3.48% 
 Superdiplo, S.A. (A)*  ..................    48,950    
1,375,987 
 Tele Pizza, S.A. (A)*  ..................   250,000    
2,374,754 
 Telefonica de Espana, S.A. (A)  .........    47,818    
2,123,924 
   Total .................................              
5,874,665 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INTERNATIONAL PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Sweden - 0.25% 
 Biacore International AB, ADR*  .........    15,550  $   
157,444 
 Biora AB, ADR*  .........................    20,000      
270,000 
   Total .................................                
427,444 
 
Switzerland - 8.22% 
 Choco Lindt & Spru AG, Registered (A)  ..        50    
1,310,520 
 Credit Suisse Group, Registered Shares (A)    9,000    
1,408,810 
 Julius Baer Holding AG (A)  .............       400    
1,329,450 
 Novartis, AG (A)  .......................     3,840    
7,548,598 
 Swisslog Holding AG, Registered Shares (A)   24,250    
2,295,231 
   Total .................................             
13,892,609 
 
United Kingdom - 26.79% 
 Barclays PLC (A)  .......................    36,000      
781,042 
 British Aerospace Public Limited 
   Company (A) ...........................   180,000    
1,535,153 
 COLT Telecom Group plc, ADR*  ...........   150,000    
9,009,375 
 Corporate Services Group plc (A)  .......   575,000    
1,455,415 
 Diageo plc (A)  .........................   136,000    
1,544,263 
 Energis plc (A)*  .......................   216,750    
4,828,648 
 Freepages Group plc (A)*  ............... 2,000,000      
648,375 
 General Electric Company plc (A) ........   183,235    
1,660,224 
 Hays plc (A)  ...........................   229,528    
2,022,429 
 Independent Energy Holdings plc, ADS*  ..   225,000    
2,032,031 
 Lloyds TSB Group plc (A)  ...............    55,000      
783,619 
 Misys plc (A)  ..........................   388,470    
2,835,200 
 Newsquest plc (A)  ......................   230,000      
934,907 
 Orange plc (A)*  ........................   150,000    
1,745,625 
 Select Appointments (Holdings) 
   Public Limited Company (A) ............    90,000      
927,675 
 Sema Group plc (A)  .....................   180,600    
1,774,463 
 Siebe plc (A)  ..........................   450,000    
1,773,056 
 Stagecoach Holdings plc (A)  ............   375,000    
1,502,484 
 Telewest Communications plc (A)*  .......   670,000    
1,927,004 
 Tesco PLC (A)  ..........................   493,000    
1,434,322 
 Vodafone Group Plc (A)  .................   252,738    
4,109,330 
   Total .................................             
45,264,640 
 
United States - 0.74% 
 ESG Re Limited  .........................    61,000    
1,246,688 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INTERNATIONAL PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
TOTAL COMMON STOCKS - 79.92%                        $ 
135,032,610 
 (Cost: $101,422,333) 
 
PREFERRED STOCKS 
Germany - 8.04% 
 Fresenius Medical Care AG (A)  ..........     5,000    
1,052,979 
 GEA AG (A)  .............................    50,000    
1,199,976 
 Henkel AG (A)  ..........................    40,400    
3,611,688 
 Marschollek, Lautenschlager und 
   Partner AG (A) ........................    10,000    
5,699,886 
 Moebel Walther AG (A)  ..................    20,000      
683,986 
 ProSieben Media AG (A)  .................    29,000    
1,339,773 
   Total .................................             
13,588,288 
 
Portugal - 1.03% 
 Lusomundo-SGPS, S.A. (A)  ...............   150,000    
1,738,825 
 
TOTAL PREFERRED STOCKS - 9.07%                        
$15,327,113 
 (Cost: $10,015,222) 
 
                                           Principal 
                                           Amount in 
                                           Thousands 
 
UNITED STATES GOVERNMENT SECURITY - 3.72% 
 United States Treasury, 
   7.25%, 8-15-2022 ......................    $5,050  $ 
6,285,684 
 (Cost: $6,255,811) 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Fabricated Metal Products - 0.23% 
 Danaher Corporation, 
   5.6288%, Master Note ..................       392      
392,000 
 
 Food and Kindred Products - 3.42% 
 General Mills, Inc., 
   5.4838%, Master Note ..................     5,771    
5,771,000 
 
 Nondepository Institutions - 3.49% 
 Textron Inc., 
   6.47%, 1-6-99 .........................     5,900    
5,894,698 
 
 Textile Mill Products - 1.85% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................     3,127    
3,127,000 
 
TOTAL SHORT-TERM SECURITIES - 8.99%                  $ 
15,184,698 
 (Cost: $15,184,698) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE INTERNATIONAL PORTFOLIO 
DECEMBER 31, 1998 
 
                                                            
Value 
 
TOTAL INVESTMENT SECURITIES - 101.70%                
$171,830,105 
 (Cost: $132,878,064) 
 
LIABILITIES, NET OF CASH AND OTHER ASSETS - (1.70%)    
(2,868,664) 
 
NET ASSETS - 100.00%                                 
$168,961,441 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SMALL CAP PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Business Services - 17.91% 
 Cerner Corporation*  ....................   215,000 $  
5,764,687 
 Concur Technologies, Inc.*  .............    30,000      
906,562 
 ENVOY Corporation*  .....................    75,000    
4,387,500 
 Freepages Group plc (A)*  ............... 4,500,000    
1,458,844 
 Fundtech Ltd.*  .........................   185,000    
3,850,313 
 Inktomi Corporation*  ...................    18,000    
2,339,437 
 Lamar Advertising Company*  .............    50,000    
1,875,000 
 National Data Corporation  ..............    60,000    
2,921,250 
 Shared Medical Systems Corporation  .....    75,000    
3,740,625 
 Sunquest Information Systems, Inc.*  ....   176,100    
2,454,394 
 Verity, Inc.*  ..........................   100,000    
2,646,875 
   Total .................................             
32,345,487 
 
Chemicals and Allied Products - 5.22% 
 Genzyme Corporation - General Division*      80,000    
3,977,500 
 PAREXEL International Corporation*  .....    60,000    
1,494,375 
 SangStat Medical Corporation*  ..........   100,000    
2,137,500 
 Spiros Development Corporation II, 
   Inc., Units (B)* ......................   200,000    
1,812,500 
   Total .................................              
9,421,875 
 
Communication - 8.59% 
 Exodus Communications, Inc.*  ...........   100,000    
6,456,250 
 Intermedia Communications of 
   Florida, Inc.* ........................   150,000    
2,596,875 
 TCA Cable TV, Inc.  .....................    95,000    
3,387,344 
 Western Wireless Corporation, 
   Class A* ..............................   140,000    
3,075,625 
   Total .................................             
15,516,094 
 
Eating and Drinking Places - 0.84% 
 Fresh Foods, Inc.*  .....................   316,000    
1,520,750 
 
Electric, Gas and Sanitary Services - 4.33% 
 Allied Waste Industries, Inc., New*  ....   185,000    
4,370,625 
 Waste Industries, Inc.*  ................   200,000    
3,443,750 
   Total .................................              
7,814,375 
 
Electronic and Other Electric Equipment - 1.52% 
 Coyote Network Systems, Inc.*  ..........   144,000    
1,080,000 
 Terayon Communications Systems*  ........    45,000    
1,659,375 
   Total .................................              
2,739,375 
 
Engineering and Management Services - 2.30% 
 Cornell Corrections, Inc.*  .............   140,000    
2,660,000 
 Incyte Pharmaceuticals, Inc.*  ..........    11,600      
432,825 
 Quintiles Transnational Corp.*  .........    20,000    
1,066,875 
   Total .................................              
4,159,700 
 
Fabricated Metal Products - 0.72% 
 Mark IV Industries, Inc.  ...............   100,000    
1,300,000 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SMALL CAP PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Health Services - 7.31% 
 American Retirement Corporation*  .......   217,500 $  
3,412,031 
 Centennial HealthCare Corporation*  .....   246,000    
3,797,625 
 Quorum Health Group, Inc.*  .............   220,000    
2,839,375 
 Sierra Health Services, Inc.*  ..........   150,000    
3,159,375 
   Total .................................             
13,208,406 
 
Industrial Machinery and Equipment - 0.96% 
 Micron Electronics, Inc.*  ..............   100,000    
1,728,125 
 
Instruments and Related Products - 8.31% 
 ADAC Laboratories*  .....................   100,000    
1,996,875 
 Maxxim Medical, Inc.*  ..................   175,000    
5,206,250 
 Sabratek Corporation*  ..................   100,000    
1,631,250 
 St. Jude Medical, Inc.*  ................   120,000    
3,322,500 
 STERIS Corporation*  ....................   100,000    
2,843,750 
   Total .................................             
15,000,625 
 
Insurance Carriers - 2.53% 
 Annuity and Life Re (Holdings) Ltd.  ....    75,000    
2,006,250 
 ESG Re Limited  .........................   125,000    
2,554,688 
   Total .................................              
4,560,938 
 
Oil and Gas Extraction - 0.92% 
 Newfield Exploration Company*  ..........    80,000    
1,670,000 
 
Paper and Allied Products - 2.18% 
 IVEX Packaging Corporation*  ............   169,000    
3,929,250 
 
Personal Services - 1.12% 
 Loewen Group Inc. (The)  ................   240,000    
2,025,000 
 
Real Estate - 1.99% 
 ElderTrust  .............................   312,000    
3,588,000 
 
Social Services - 2.22% 
 Balanced Care Corporation*  .............   500,000    
4,000,000 
 
TOTAL COMMON STOCKS - 68.97%                         
$124,528,000 
 (Cost: $120,877,880) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SMALL CAP PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Auto Repair, Services and Parking - 1.78% 
 PHH Corp., 
   6.1%, 1-15-99 .........................    $3,220 $  
3,212,361 
 
 Chemicals and Allied Products - 4.42% 
 du Pont (E.I.) de Nemours and Company, 
   5.13%, 1-12-99 ........................     8,000    
7,987,460 
 
 Electric, Gas and Sanitary Services - 4.98% 
 Public Service Co. of Colorado, 
   5.9%, 1-15-99 .........................     4,000    
3,990,822 
 Puget Sound Energy Inc., 
   5.9%, 1-13-99 .........................     5,000    
4,990,167 
   Total .................................              
8,980,989 
 
 Electronic and Other Electric Equipment - 6.08% 
 Lucent Technologies Inc., 
   5.55%, 1-14-99 ........................     6,000    
5,987,975 
 Sony Capital Corp., 
   5.75%, 1-14-99 ........................     5,000    
4,989,618 
   Total .................................             
10,977,593 
 
 Fabricated Metal Products - 1.68% 
 Danaher Corporation, 
   5.6288%, Master Note ..................     3,030    
3,030,000 
 
 Food and Kindred Products - 10.57% 
 General Mills, Inc., 
   5.48838%, Master Note .................     7,098    
7,098,000 
 Ralston Purina Co.: 
   5.5%, 1-4-99 ..........................     5,000    
4,997,708 
   6.05%, 1-5-99 .........................     7,000    
6,995,295 
   Total .................................             
19,091,003 
 
 Nondepository Institutions - 1.10% 
 Island Finance Puerto Rico Inc., 
   5.38%, 2-5-99 .........................     2,000    
1,989,539 
 
 Personal Services - 2.49% 
 Block Financial Corp., 
   5.2%, 1-28-99 .........................     4,520    
4,502,372 
 
 Textile Mill Products - 0.27% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................       489      
489,000 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE SMALL CAP PORTFOLIO 
DECEMBER 31, 1998 
 
                                                            
Value 
 
TOTAL SHORT-TERM SECURITIES - 33.37%                 $ 
60,260,317 
 (Cost: $60,260,317) 
 
TOTAL INVESTMENT SECURITIES - 102.34%                
$184,788,317 
 (Cost: $181,138,197) 
 
LIABILITIES, NET OF CASH AND OTHER ASSETS - (2.34%)    
(4,219,491) 
 
NET ASSETS - 100.00%                                 
$180,568,826 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BALANCED PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Apparel And Accessory Stores - 0.53% 
 Kohl's Corporation*  ....................     8,000  $   
491,500 
 
Business Services - 0.95% 
 BMC Software, Inc.*  ....................    19,600      
874,037 
 
Chemicals and Allied Products - 6.19% 
 Crompton & Knowles Corporation  .........    14,300      
295,831 
 Dial Corporation (The)  .................    11,900      
343,612 
 Lilly (Eli) and Company  ................     9,500      
844,312 
 Neutraceutical International 
   Corporation* ..........................     9,000       
53,156 
 Novartis, AG (A)  .......................       470      
923,917 
 Pfizer Inc.  ............................    11,000    
1,379,813 
 Procter & Gamble Company (The)  .........     7,100      
648,319 
 Warner-Lambert Company  .................    16,200    
1,218,037 
   Total .................................              
5,706,997 
 
Communication - 3.73% 
 AT&T Corporation  .......................    20,000    
1,505,000 
 Cox Communications, Inc., Class A*  .....    12,000      
829,500 
 SBC Communications Inc.  ................    20,600    
1,104,675 
   Total .................................              
3,439,175 
 
Depository Institutions - 1.18% 
 BankAmerica Corporation  ................     6,789      
408,189 
 Comerica Incorporated  ..................    10,000      
681,875 
   Total .................................              
1,090,064 
 
Electric, Gas and Sanitary Services - 1.83% 
 Houston Industries Incorporated  ........    12,000      
385,500 
 Southern Company (The)  .................    13,000      
377,812 
 Unicom Corporation  .....................    24,000      
925,500 
   Total .................................              
1,688,812 
 
Electronic and Other Electric Equipment - 3.92% 
 Analog Devices, Inc.*  ..................    11,800      
370,225 
 Emerson Electric Co.  ...................    10,000      
605,000 
 General Electric Company  ...............     7,000      
714,438 
 Intel Corporation  ......................     9,000    
1,066,781 
 Texas Instruments Incorporated  .........    10,000      
855,625 
   Total .................................              
3,612,069 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BALANCED PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Fabricated Metal Products - 0.54% 
 Newell Co.  .............................    12,000  $   
495,000 
 
Food and Kindred Products - 1.03% 
 ConAgra, Inc.  ..........................    11,800      
371,700 
 Ralston-Ralston Purina Group  ...........    18,000      
582,750 
   Total .................................                
954,450 
 
General Merchandise Stores - 1.32% 
 Wal-Mart Stores, Inc.  ..................    15,000    
1,221,562 
 
Health Services - 1.50% 
 Columbia/HCA Healthcare Corporation  ....    35,000      
866,250 
 Tenet Healthcare Corporation*  ..........    19,600      
514,500 
   Total .................................              
1,380,750 
 
Holding and Other Investment Offices - 1.10% 
 LTC Properties, Inc.  ...................    43,000      
714,875 
 National Health Investors, Inc.  ........    12,000      
296,250 
   Total .................................              
1,011,125 
 
Industrial Machinery and Equipment - 1.83% 
 Baker Hughes Incorporated  ..............    17,500      
309,531 
 EMC Corporation*  .......................    16,200    
1,377,000 
   Total .................................              
1,686,531 
 
Instruments and Related Products - 0.81% 
 Medtronic, Inc.  ........................    10,000      
742,500 
 
Insurance Carriers - 2.30% 
 Chubb Corporation (The)  ................     9,200      
596,850 
 Hartford Financial Services Group Inc. (The)  8,200      
449,975 
 Mercury General Corporation  ............    13,000      
569,563 
 Old Republic International Corporation  .    22,500      
506,250 
   Total .................................              
2,122,638 
 
Miscellaneous Retail - 1.18% 
 Costco Companies, Inc.*  ................    15,000    
1,085,156 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BALANCED PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Nondepository Institutions - 2.06% 
 Freddie Mac  ............................    18,400 $  
1,185,650 
 Household International, Inc.  ..........    18,000      
713,250 
   Total .................................              
1,898,900 
 
Oil and Gas Extraction - 1.10% 
 Burlington Resources Incorporated  ......    22,600      
809,363 
 Enron Oil & Gas Company  ................    12,000      
207,000 
   Total .................................              
1,016,363 
 
Paper and Allied Products - 0.47% 
 Champion International Corporation  .....    10,800      
437,400 
 
Petroleum and Coal Products - 2.23% 
 BP Amoco p.l.c.  ........................     5,080      
482,600 
 Mobil Corporation  ......................     9,600      
836,400 
 Royal Dutch Petroleum Company  ..........    15,400      
737,275 
   Total .................................              
2,056,275 
 
Primary Metal Industries - 0.27% 
 British Steel plc, ADR  .................    17,000      
248,625 
 
Printing and Publishing - 2.00% 
 Gannett Co., Inc.  ......................     5,500      
354,750 
 McGraw-Hill Companies, Inc. (The)  ......     5,200      
529,750 
 Meredith Corporation  ...................    15,000      
568,125 
 New York Times Company (The), Class A  ..    11,400      
395,438 
   Total .................................              
1,848,063 
 
Rubber and Miscellaneous Plastics Products - 1.19% 
 A. Schulman, Inc.  ......................    25,000      
564,844 
 Goodyear Tire & Rubber Company (The)  ...    10,500      
529,594 
   Total .................................              
1,094,438 
 
Television Broadcasting Stations - 1.00% 
 Clear Channel Communications, Inc.*  ....    17,000      
926,500 
 
TOTAL COMMON STOCKS - 40.26%                          
$37,128,930 
 (Cost: $28,372,511) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BALANCED PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES 
Apparel And Accessory Stores - 2.98% 
 Gap, Inc. (The), 
   6.9%, 9-15-2007 .......................   $ 2,500 $  
2,748,125 
 
Building Materials and Garden Supplies - 1.14% 
 Home Depot, Inc. (The), Convertible, 
   3.25%, 10-1-2001 ......................       400    
1,056,500 
 
Chemicals and Allied Products - 0.31% 
 American Home Products Corporation, 
   7.9%, 2-15-2005 .......................       250      
282,510 
 
Communication - 0.16% 
 Southwestern Bell Telephone Company, 
   5.77%, 10-14-2003 .....................       150      
151,983 
 
Depository Institutions - 0.28% 
 Wachovia Corporation, 
   6.25%, 8-4-2008 .......................       250      
260,033 
 
Electronic and Other Electric Equipment - 0.19% 
 Cooper Industries, Inc., 
   6.0%, 1-1-99 (Exchangeable) ...........       243      
173,812 
 
Food and Kindred Products - 0.57% 
 Coca-Cola Enterprises Inc., 
   6.7%, 10-15-2036 ......................       500      
529,425 
 
Miscellaneous Manufacturing Industries - 0.28% 
 Tyco International Group S.A., 
   6.375%, 6-15-2005 .....................       250      
254,845 
 
Nondepository Institutions - 1.10% 
 National Rural Utilities Cooperative 
   Finance Corp., 
   6.1%, 12-22-2000 ......................     1,000    
1,014,900 
 
Television Broadcasting Stations - 0.70% 
 Clear Channel Communications, Inc., Convertible, 
   2.625%, 4-1-2003 ......................       600      
642,750 
 
Transportation by Air - 0.44% 
 Southwest Airlines Co., 
   7.875%, 9-1-2007 ......................       360      
402,437 
 
TOTAL CORPORATE DEBT SECURITIES - 8.15%               $ 
7,517,320 
 (Cost: $6,693,766) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BALANCED PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
UNITED STATES GOVERNMENT SECURITIES 
 Federal National Mortgage Association: 
   6.51%, 5-6-2008 .......................   $   750   $  
775,778 
   6.19%, 7-7-2008 .......................       500      
509,920 
   7.0%, 9-1-2025 ........................     2,913    
2,971,604 
 Government National Mortgage Association, 
   6.5%, 8-15-2028 .......................     1,505    
1,519,894 
 United States Treasury: 
   5.5%, 2-28-99 .........................     1,000    
1,001,090 
   6.875%, 8-31-99 .......................       250      
253,515 
   7.75%, 11-30-99 .......................     1,500    
1,540,785 
   7.125%, 2-29-2000 .....................       500      
513,435 
   5.25%, 1-31-2001 ......................     2,000    
2,024,680 
   6.375%, 8-15-2002 .....................     1,100    
1,160,324 
   7.5%, 2-15-2005 .......................     2,250    
2,576,250 
   7.25%, 8-15-2022 ......................     4,000    
4,978,760 
   6.25%, 8-15-2023 ......................     5,250    
5,867,715 
   6.75%, 8-15-2026 ......................     3,000    
3,593,910 
 
TOTAL UNITED STATES GOVERNMENT SECURITIES - 31.76%   $ 
29,287,660 
 (Cost: $28,077,086) 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Chemicals and Allied Products - 3.25% 
 du Pont (E.I.) de Nemours and Company, 
   5.13%, 1-12-99 ........................     3,000    
2,995,298 
 
 Fabricated Metal Products - 2.44% 
 Danaher Corporation, 
   5.6288%, Master Note ..................     2,252    
2,252,000 
 
 Food and Kindred Products - 0.71% 
 General Mills, Inc., 
   5.4838%, Master Note ..................       649      
649,000 
 
 Food Stores - 4.22% 
 Albertson's Inc., 
   5.45%, 1-12-99 ........................     3,900    
3,893,505 
 
 Textile Mill Products - 2.16% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................     1,992    
1,992,000 
 
 Transportation Equipment - 4.33% 
 Dana Corporation, 
   6.5%, 1-6-99 ..........................     4,000    
3,996,389 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BALANCED PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
SHORT-TERM SECURITIES (Continued) 
Commercial Paper (Continued) 
 Wholesale Trade -- Nondurable Goods - 1.63% 
 McKesson Corp., 
   6.05%, 1-5-99 .........................    $1,500  $ 
1,498,992 
 
TOTAL SHORT-TERM SECURITIES - 18.74%                  
$17,277,184 
 (Cost: $17,277,184) 
 
TOTAL INVESTMENT SECURITIES - 98.91%                  
$91,211,094 
 (Cost: $80,420,547) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.09%       
1,008,994 
 
NET ASSETS - 100.00%                                  
$92,220,088 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE ASSET STRATEGY PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS 
Business Services - 0.78% 
 Cerner Corporation*  ....................     4,100     $  
109,931 
 
Chemicals and Allied Products - 5.05% 
 Bristol-Myers Squibb Company  ...........     1,400        
187,338 
 Merck & Co., Inc.  ......................     1,000        
147,687 
 Pfizer Inc.  ............................       900        
112,894 
 Warner-Lambert Company  .................     3,500        
263,156 
   Total .................................                  
711,075 
 
Communication - 5.17% 
 Bell Atlantic Corporation  ..............     3,300        
174,900 
 Cox Communications, Inc., Class A*  .....     2,400        
165,900 
 Intermedia Communications of 
   Florida, Inc.* ........................     7,900        
136,769 
 SBC Communications Inc.  ................     3,550        
190,369 
 TCA Cable TV, Inc.  .....................     1,700         
60,615 
   Total .................................                  
728,553 
 
Eating and Drinking Places - 1.18% 
 Wendy's International, Inc.  ............     7,600        
165,775 
 
Electric, Gas and Sanitary Services - 6.28% 
 Allied Waste Industries, Inc. New*  .....     9,800        
231,525 
 Consolidated Edison, Inc.  ..............     2,600        
137,475 
 DQE, Inc.  ..............................     3,600        
158,175 
 Montana Power Company (The)  ............     3,600        
203,625 
 Texas Utilities Company  ................     3,300        
154,069 
   Total .................................                  
884,869 
 
Electronic and Other Electric Equipment - 3.66% 
 Analog Devices, Inc.*  ..................     4,800        
150,600 
 Gemstar International Group Limited*  ...     1,100         
62,940 
 Intel Corporation  ......................     1,400        
165,944 
 Micron Technology, Inc.*  ...............     2,700        
136,519 
   Total .................................                  
516,003 
 
Fabricated Metal Products - 0.50% 
 Newell Co.  .............................     1,700         
70,125 
 
Health Services - 0.58% 
 Tenet Healthcare Corporation*  ..........     3,100         
81,375 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE ASSET STRATEGY PORTFOLIO 
DECEMBER 31, 1998 
 
                                              Shares        
Value 
 
COMMON STOCKS (Continued) 
Industrial Machinery and Equipment - 1.39% 
 Baker Hughes Incorporated  ..............     3,900    $    
68,981 
 Cooper Cameron Corporation*  ............     2,600         
63,700 
 Smith International, Inc.*  .............     2,500         
62,969 
   Total .................................                  
195,650 
 
Instruments and Related Products - 2.44% 
 Baxter International Inc.  ..............     2,100        
135,056 
 Guidant Corporation  ....................       600         
66,150 
 Medtronic, Inc.  ........................       800         
59,400 
 Uniphase Corporation*  ..................     1,200         
83,325 
   Total .................................                  
343,931 
 
Insurance Carriers - 0.92% 
 Chubb Corporation (The)  ................     2,000        
129,750 
 
Metal Mining - 1.44% 
 Barrick Gold Corporation  ...............     3,550         
69,225 
 Battle Mountain Gold Company  ...........    12,300         
50,737 
 Homestake Mining Company  ...............     5,325         
48,923 
 Kinross Gold Corporation (A)* ...........    15,000         
34,597 
   Total .................................                  
203,482 
 
Motion Pictures - 1.45% 
 Time Warner Incorporated  ...............     3,300        
204,806 
 
Oil and Gas Extraction - 2.59% 
 Burlington Resources Incorporated  ......     4,300        
153,994 
 Noble Affiliates, Inc.  .................     6,100        
150,212 
 Schlumberger Limited  ...................     1,300         
59,963 
   Total .................................                  
364,169 
 
Paper and Allied Products - 0.61% 
 IVEX Packaging Corporation*  ............     3,700         
86,025 
 
Real Estate - 0.69% 
 ElderTrust  .............................     8,500         
97,750 
 
Television Broadcasting Stations - 1.01% 
 Clear Channel Communications, Inc.*  ....     2,600        
141,700 
 
Transportation Equipment - 1.09% 
 Newport News Shipbuilding Inc.  .........     4,600        
153,813 
 
Wholesale Trade - Durable Goods - 1.01% 
 Johnson & Johnson  ......................     1,700        
142,588 
 
TOTAL COMMON STOCKS - 37.84%                            $ 
5,331,370 
 (Cost: $4,930,233) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE ASSET STRATEGY PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
UNITED STATES GOVERNMENT SECURITIES 
 Federal Home Loan Banks: 
   6.2%, 2-27-2004 .......................    $  200    $   
200,014 
   6.225%, 2-27-2004 .....................       200        
199,438 
   6.02%, 3-30-2006 ......................       200        
198,250 
 Federal Home Loan Mortgage Corporation, 
   6.5%, 2-15-2023 .......................     1,873        
242,698 
 United States Treasury: 
   5.625%, 12-31-2002 ....................     3,350      
3,461,488 
   5.875%, 11-15-2005 ....................       400        
426,688 
   6.125%, 8-15-2007 .....................     2,450      
2,675,866 
   5.25%, 11-15-2028 .....................       200        
204,750 
 
TOTAL UNITED STATES GOVERNMENT SECURITIES - 54.00%      $ 
7,609,192 
 (Cost: $7,596,352) 
 
SHORT-TERM SECURITIES 
Commercial Paper 
 Fabricated Metal Products - 3.73% 
 Danaher Corporation, 
   5.6288%, Master Note ..................       525        
525,000 
 
 Food and Kindred Products - 0.96% 
 General Mills, Inc., 
   5.4838%, Master Note ..................       135        
135,000 
 
 Textile Mill Products - 3.73% 
 Sara Lee Corporation, 
   5.4788%, Master Note ..................       526        
526,000 
 
TOTAL SHORT-TERM SECURITIES - 8.42%                     $ 
1,186,000 
 (Cost: $1,186,000) 
 
TOTAL INVESTMENT SECURITIES - 100.26%                   
$14,126,562 
 (Cost: $13,712,585) 
 
LIABILITIES, NET OF CASH AND OTHER ASSETS - (0.26%)         
(36,964) 
 
NET ASSETS - 100.00%                                    
$14,089,598 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE MONEY MARKET PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
BANK OBLIGATIONS 
Certificates of Deposit - 3.70% 
 Yankee 
 Societe Generale - New York, 
   5.55%, 2-9-99 .........................    $1,000  $   
999,654 
 Svenska Handelsbanken, 
   5.79%, 5-7-99 .........................     1,000      
999,059 
   Total .................................              
1,998,713 
 
Commercial Paper - 2.77% 
 ANZ (DE) Inc., 
   6.1%, 1-4-99 ..........................     1,500    
1,499,237 
 
Notes - 5.08% 
 Abbey National Treasury Services PLC, 
   5.64%, 7-15-99 ........................     1,000      
998,887 
 Shawmut National Corporation, 
   (Fleet Financial Group Inc.), 
   8.625%, 12-15-99 ......................     1,690    
1,744,804 
   Total .................................              
2,743,691 
 
TOTAL BANK OBLIGATIONS - 11.55%                       $ 
6,241,641 
 (Cost: $6,241,641) 
 
CORPORATE OBLIGATIONS 
Commercial Paper 
 Chemicals and Allied Products - 5.89% 
 du Pont (E.I.) de Nemours and Company, 
   5.13%, 1-12-99 ........................     1,000      
998,433 
 Monsanto Company, 
   5.09%, 3-5-99 .........................     2,200    
2,180,404 
   Total .................................              
3,178,837 
 
 Electric, Gas and Sanitary Services - 16.51% 
 Allegheny Energy Inc., 
   5.17%, 3-4-99 .........................     2,000    
1,982,192 
 Bay State Gas Co., 
   5.32%, 1-13-99 ........................     2,200    
2,196,099 
 Central Illinois Light Co., 
   5.22%, 1-12-99 ........................     1,650    
1,647,368 
 PacifiCorp., 
   5.07%, 1-19-99 ........................       800      
797,972 
 Questar Corp.: 
   5.37%, 1-6-99 .........................     1,100    
1,099,180 
   5.2%, 1-12-99 .........................     1,200    
1,198,093 
   Total .................................              
8,920,904 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE MONEY MARKET PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE OBLIGATIONS (Continued) 
Commercial Paper (Continued) 
 Engineering and Management Services - 4.25% 
 Halliburton Co.: 
   5.2%, 1-13-99 .........................    $1,000  $   
998,267 
   5.4%, 1-15-99 .........................     1,300    
1,297,270 
   Total .................................              
2,295,537 
 
 Fabricated Metal Products - 2.73% 
 Danaher Corporation, 
   5.6288%, Master Note ..................     1,477    
1,477,000 
 
 Food and Kindred Products - 2.38% 
 General Mills, Inc., 
   5.4838%, Master Note ..................       135      
135,000 
 McCormick & Co. Inc., 
   5.14%, 1-4-99 .........................     1,150    
1,149,507 
   Total .................................              
1,284,507 
 
 Insurance Carriers - 3.69% 
 Transamerica Finance Corp., 
   5.47%, 1-26-99 ........................     2,000    
1,992,403 
 
 Nondepository Institutions - 12.17% 
 Avco Financial Services, Inc., 
   5.2%, 1-12-99 .........................     1,000      
998,411 
 General Electric Capital Corporation, 
   5.07%, 2-18-99 ........................     1,200    
1,191,888 
 General Motors Acceptance Corporation, 
   5.35%, 1-4-99 .........................     2,200    
2,199,019 
 Island Finance Puerto Rico Inc., 
   5.1%, 2-16-99 .........................     2,200    
2,185,663 
   Total .................................              
6,574,981 
 
 Oil and Gas Extraction - 4.22% 
 Atlantic Richfield Co., 
   5.03%, 3-3-99 .........................     2,300    
2,280,397 
 
 Paper and Allied Products - 3.97% 
 Sonoco Products Co., 
   5.16%, 1-19-99 ........................     2,150    
2,144,453 
 
 Personal Services - 3.67% 
 Block Financial Corp., 
   5.13%, 2-26-99 ........................     2,000    
1,984,040 
 
Total Commercial Paper - 59.48%                        
32,133,059 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE MONEY MARKET PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE OBLIGATIONS (Continued) 
Commercial Paper (backed by irrevocable bank 
 letter of credit) - 2.77% 
 Oil and Gas Extraction 
 Louis Dreyfus Corp. (ABN-AMRO Bank N.V.), 
   5.8%, 1-15-99 .........................    $1,500  $ 
1,496,617 
 
Notes 
 Auto Repair, Services and Parking - 2.78% 
 PHH Corporation, 
   4.86%, 3-11-99 ........................     1,500    
1,499,538 
 
 Electric, Gas and Sanitary Services - 3.70% 
 Baltimore Gas and Electric Company, 
   5.1812%, 3-1-99 .......................     2,000    
1,999,936 
 
 Nondepository Institutions - 3.71% 
 General Electric Capital Corporation, 
   5.0934%, 3-8-99 .......................     1,000      
999,788 
 Deere (John) Capital Corp., 
   6.43%, 8-9-99 .........................     1,000    
1,004,294 
   Total .................................              
2,004,082 
 
Total Notes - 10.19%                                    
5,503,556 
 
TOTAL CORPORATE OBLIGATIONS - 72.44%                  
$39,133,232 
 (Cost: $39,133,232) 
 
MUNICIPAL OBLIGATIONS 
California - 4.63% 
 California Pollution Control Financing Authority, 
   Environmental Improvement Revenue Bonds 
   (Shell Martinez Refining Company Project), 
   Series 1996 (Taxable), (Shell Oil Company), 
   5.28%, 2-5-99 .........................     2,000    
2,000,000 
 Oakland-Alameda County Coliseum Authority, 
   Lease Revenue Bonds (Oakland Coliseum 
   Arena Project), (Canadian Imperial Bank 
   of Commerce), 
   5.35%, 2-5-99 .........................       500      
500,000 
   Total .................................              
2,500,000 
 
Indiana - 3.70% 
 City of Whiting, Indiana, Industrial Sewage 
   and Solid Waste Disposal Revenue Bonds, Taxable 
   Series 1995 (Amoco Oil Company Project), 
   5.23%, 3-8-99 .........................     2,000    
2,000,000 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE MONEY MARKET PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
MUNICIPAL OBLIGATIONS (Continued) 
New Jersey - 0.38% 
 New Jersey Economic Development Authority, 
   Federally Taxable Variable Rate Demand/ 
   Fixed Rate Revenue Bonds (The Morey 
   Organization, Inc. Project), Series of 1997 
   (First Union National Bank), 
   6.05%, 1-6-99 .........................    $  205  $   
205,000 
 
Pennsylvania - 3.13% 
 Schuylkill County Industrial Development 
   Authority, Commercial Development Revenue 
   Bonds (Midway Supermarket, Inc. Project), 
   Taxable Series of 1995 (First Union National Bank), 
   6.05%, 1-6-99 .........................     1,490    
1,490,000 
 Montgomery County Industrial Development 
   Authority, Taxable Fixed Rate/Variable 
   Rate Demand Revenue Bonds (410 Horsham 
   Associates Project), Series of 1995 
   (First Union National Bank), 
   6.05%, 1-6-99 .........................       200      
200,000 
   Total .................................              
1,690,000 
 
Texas - 1.84% 
 Metrocrest Hospital Authority, Series 1989A 
   (The Bank of New York), 
   5.2843%, 2-2-99........................     1,000      
995,303 
 
TOTAL MUNICIPAL OBLIGATIONS - 13.68%                 $  
7,390,303 
 (Cost: $7,390,303) 
 
UNITED STATES GOVERNMENT SECURITY - 2.59% 
 Federal Farm Credit Bank, 
   5.24%, 9-29-99 ........................    $1,400  $ 
1,400,000 
 (Cost: $1,400,000) 
 
TOTAL INVESTMENT SECURITIES - 100.26%                 
$54,165,176 
 (Cost: $54,165,176) 
 
LIABILITIES, NET OF CASH AND OTHER ASSETS - (0.26%)      
(142,430) 
 
NET ASSETS - 100.00%                                  
$54,022,746 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE LIMITED-TERM BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES 
Auto Repair, Services and Parking - 2.30% 
 Hertz Corporation (The), 
   7.375%, 6-15-2001 .....................      $100   $  
103,794 
 
Chemicals and Allied Products - 4.52% 
 American Home Products Corporation, 
   7.7%, 2-15-2000 .......................       100      
102,800 
 Praxair, Inc., 
   6.7%, 4-15-2001 .......................       100      
101,514 
   Total .................................                
204,314 
 
Communication - 2.37% 
 GTE Corporation, 
   9.375%, 12-1-2000 .....................       100      
107,257 
 
Depository Institutions - 4.76% 
 BankAmerica Corporation, 
   9.7%, 8-1-2000 ........................       100      
106,327 
 Wells Fargo & Company, 
   8.375%, 5-15-2002 .....................       100      
108,631 
   Total .................................                
214,958 
 
Electric, Gas and Sanitary Services - 7.33% 
 UtiliCorp United, 
   6.875%, 10-1-2004 .....................       100      
104,037 
 WMX Technologies, Inc., 
   8.25%, 11-15-99 .......................       100      
102,068 
 Western Resources, Inc., 
   7.25%, 8-15-2002 ......................       120      
125,214 
   Total .................................                
331,319 
 
Electronic and Other Electric Equipment - 2.35% 
 Black & Decker Corp., 
   7.5%, 4-1-2003 ........................       100      
105,972 
 
Furniture and Fixtures - 2.23% 
 Masco Corporation, 
   6.625%, 9-15-99 .......................       100      
100,803 
 
Instruments and Related Products - 5.72% 
 Baxter International Inc., 
   7.625%, 11-15-2002 ....................       100      
106,811 
 Raytheon Company, 
   6.3%, 8-15-2000 .......................       150      
151,853 
   Total .................................                
258,664 
 
Insurance Carriers - 3.38% 
 American General Finance Corporation, 
   6.2%, 3-15-2003 .......................       150      
152,812 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE LIMITED-TERM BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Nondepository Institutions - 9.96% 
 Associates Corporation of North America, 
   8.25%, 12-1-99 ........................      $100   $  
102,527 
 Avco Financial Services, Inc., 
   7.375%, 8-15-2001 .....................       140      
146,437 
 Ford Motor Credit Company, 
   5.75%, 1-25-2001 ......................       100      
100,866 
 General Motors Acceptance Corporation, 
   7.75%, 1-15-99 ........................       100      
100,069 
   Total .................................                
449,899 
 
Oil and Gas Extraction - 2.63% 
 USX Corporation, 
   9.8%, 7-1-2001 ........................       110      
118,851 
 
Petroleum and Coal Products - 2.20% 
 Chevron Corporation Profit Sharing/Savings 
   Plan Trust Fund, 
   8.11%, 12-1-2004 ......................        92       
99,630 
 
Railroad Transportation - 2.33% 
 Union Pacific Corporation, 
   7.875%, 2-15-2002 .....................       100      
105,481 
 
Security and Commodity Brokers - 2.28% 
 Salomon Inc., 
   7.75%, 5-15-2000 ......................       100      
102,927 
 
Textile Mill Products - 2.22% 
 Fruit of the Loom, Inc., 
   7.875%, 10-15-99 ......................       100      
100,228 
 
Wholesale Trade -- Durable Goods - 2.36% 
 Westinghouse Electric Corporation, 
   8.875%, 6-1-2001 ......................       100      
106,497 
 
TOTAL CORPORATE DEBT SECURITIES - 58.94%               
$2,663,406 
 (Cost: $2,618,466) 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE LIMITED-TERM BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
UNITED STATES GOVERNMENT SECURITIES 
 Federal Home Loan Mortgage Corporation: 
   5.33%, 10-8-2002 ......................      $150   $  
148,641 
   7.0%, 5-15-2005 .......................        86       
86,534 
   6.05%, 9-15-2020 ......................       151      
151,366 
 Federal National Mortgage Association: 
   6.0%, 11-1-2000 .......................        43       
42,983 
   6.4%, 12-27-2004 ......................       155      
157,350 
   7.95%, 3-7-2005 .......................       100      
103,156 
   6.21%, 8-15-2005 ......................       100      
100,344 
   7.5%, 11-15-2006 ......................       100      
101,812 
   6.5%, 12-1-2010 .......................        76       
76,773 
   6.0%, 1-1-2011 ........................        65       
65,115 
   6.5%, 2-1-2011 ........................        75       
75,640 
   7.0%, 5-1-2011 ........................        59       
60,013 
   7.0%, 7-1-2011 ........................        69       
70,727 
   7.0%, 9-1-2012 ........................        79       
81,067 
   6.0%, 10-1-2013 .......................        98       
98,050 
   11.0%, 10-1-2020 ......................        19       
21,328 
   7.0%, 4-1-2026 ........................        75       
77,033 
 Government National Mortgage Association, 
   7.0%, 9-15-2008 .......................        50       
51,533 
 
TOTAL UNITED STATES GOVERNMENT SECURITIES - 34.73%     
$1,569,465 
 (Cost: $1,553,515) 
 
TOTAL SHORT-TERM SECURITIES - 4.76%                    $  
215,000 
 (Cost: $215,000) 
 
TOTAL INVESTMENT SECURITIES - 98.43%                   
$4,447,871 
 (Cost: $4,386,981) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.57%          
71,072 
 
NET ASSETS - 100.00%                                   
$4,518,943 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES 
Chemicals and Allied Products - 3.79% 
 Dow Capital BV, 
   9.0%, 5-15-2010 .......................    $  500 $    
617,530 
 Dow Chemical Company (The), 
   8.55%, 10-15-2009 .....................     1,000    
1,195,820 
 Procter & Gamble Company (The), 
   8.0%, 9-1-2024 ........................     2,000    
2,513,720 
   Total .................................              
4,327,070 
 
Communication - 3.49% 
 Bell Telephone Company of Pennsylvania (The), 
   8.35%, 12-15-2030 .....................     1,000    
1,301,850 
 BellSouth Telecommunications, Inc., 
   5.85%, 11-15-2045 .....................     1,000    
1,014,850 
 Jones Intercable, Inc., 
   9.625%, 3-15-2002 .....................       500      
538,750 
 Tele-Communications, Inc., 
   6.58%, 2-15-2005 ......................     1,000    
1,135,930 
   Total .................................              
3,991,380 
 
Depository Institutions - 10.46% 
 AmSouth Bancorporation, 
   6.75%, 11-1-2025 ......................     1,500    
1,570,005 
 Chevy Chase Savings Bank, F.S.B., 
   9.25%, 12-1-2005 ......................       500      
500,000 
 Citicorp, 
   9.5%, 2-1-2002 ........................       500      
554,905 
 First Union Corporation: 
   6.824%, 8-1-2026 ......................     1,132    
1,253,984 
   6.55%, 10-15-2035 .....................       525      
553,030 
 Kansallis-Osake-Pankki, 
   10.0%, 5-1-2002 .......................     1,000    
1,124,200 
 NBD Bank, National Association, 
   8.25%, 11-1-2024 ......................     1,000    
1,225,900 
 NationsBank Corporation, 
   8.57%, 11-15-2024 .....................     1,000    
1,245,290 
 Riggs National Corporation, 
   8.5%, 2-1-2006 ........................     1,500    
1,561,260 
 SouthTrust Bank of Alabama, N.A.: 
   5.58%, 2-6-2006 .......................     1,000      
994,210 
   7.69%, 5-15-2025 ......................       500      
589,325 
 Wachovia Corporation, 
   6.605%, 10-1-2025 .....................       750      
782,055 
   Total .................................             
11,954,164 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Electric, Gas and Sanitary Services - 9.32% 
 Cajun Electric Power Cooperative, Inc., 
   8.92%, 3-15-2019 ......................    $1,500 $  
1,590,660 
 California Infrastructure and Economic 
   Development Bank, Special Purpose 
   Trust: 
   PG&E-1, 
   6.42%, 9-25-2008 ......................     1,000    
1,030,420 
   SCE-1, 
   6.38%, 9-25-2008 ......................     1,000    
1,037,700 
 Cleveland Electric Illuminating Co. (The), 
   9.5%, 5-15-2005 .......................       678      
740,383 
 El Paso Electric Company, 
   7.25%, 2-1-99 .........................       500      
500,405 
 Entergy Arkansas, Inc., 
   7.5%, 8-1-2007 ........................       750      
778,320 
 Kansas Gas and Electric Company, 
   7.6%, 12-15-2003 ......................     1,000    
1,074,860 
 Niagara Mohawk Power Corporation: 
   9.5%, 6-1-2000 ........................       500      
524,455 
   7.375%, 7-1-2003 ......................       500      
513,215 
 Pacific Gas & Electric Co., 
   6.875%, 12-1-99 .......................       500      
500,605 
 Pennsylvania Power & Light Co., 
   9.25%, 10-1-2019 ......................       656      
701,585 
 Southern Company Capital Trust I, 
   8.19%, 2-1-2037 .......................     1,500    
1,658,655 
   Total .................................             
10,651,263 
 
Fabricated Metal Products - 0.42% 
 Mark IV Industries, Inc., 
   7.5%, 9-1-2007 ........................       500      
476,250 
 
Food and Kindred Products - 2.80% 
 Anheuser-Busch Companies, Inc., 
   7.0%, 9-1-2005 ........................       500      
528,225 
 Coca-Cola Enterprises Inc., 
   0.0%, 6-20-2020 .......................    10,000    
2,675,700 
   Total .................................              
3,203,925 
 
Food Stores - 0.48% 
 Kroger Co. (The), 
   7.65%, 4-15-2007 ......................       500      
548,015 
 
General Merchandise Stores - 0.23% 
 Fred Meyer, Inc., 
   7.15%, 3-1-2003 .......................       250      
260,095 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Health Services - 0.90% 
 Tenet Healthcare Corporation: 
   7.875%, 1-15-2003 .....................    $  500  $   
510,000 
   8.625%, 12-1-2003 .....................       500      
523,750 
   Total .................................              
1,033,750 
 
Holding and Other Investment Offices - 0.43% 
 Bay Apartment Communities, Inc., 
   6.5%, 1-15-2005 .......................       500      
486,040 
 
Instruments and Related Products - 0.67% 
 Raytheon Company, 
   6.45%, 8-15-2002 ......................       750      
769,215 
 
Insurance Carriers - 0.46% 
 Reliance Group Holdings, Inc., 
   9.0%, 11-15-2000 ......................       500      
520,775 
 
Nondepository Institutions - 6.69% 
 Asset Securitization Corporation, 
   7.49%, 4-14-2029 ......................     1,244    
1,342,301 
 CHYPS CBO 1997-1 Ltd., 
   6.72%, 1-15-2010 (C) ..................     1,500    
1,507,035 
 Chrysler Financial Corporation, 
   12.75%, 11-1-99 .......................     1,000    
1,060,640 
 General Motors Acceptance Corporation, 
   8.875%, 6-1-2010 ......................       500      
625,780 
 IMC Home Equity Loan Trust, 
   6.9%, 1-20-2022 .......................     1,000    
1,008,120 
 National Rural Utilities Cooperative 
   Finance Corp., 
   6.1%, 12-22-2000 ......................       500      
507,450 
 Residential Asset Securities Corporation, 
   Mortgage Pass-Through Certificates, 
   8.0%, 10-25-2024 ......................     1,000    
1,019,220 
 Westinghouse Electric Corporation, 
   8.875%, 6-14-2014 .....................       500      
580,220 
   Total .................................              
7,650,766 
 
Oil and Gas Extraction - 2.58% 
 Anadarko Petroleum Corporation, 
   7.25%, 3-15-2025 ......................     1,000    
1,036,790 
 Mitchell Energy & Development Corp., 
   9.25%, 1-15-2002 ......................        27       
28,738 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Oil and Gas Extraction (Continued) 
 Oryx Energy Company, 
   10.0%, 4-1-2001 .......................   $   400  $   
430,768 
 Pemex Finance Ltd., 
   5.72%, 11-15-2003 (C) .................       500      
499,325 
 YPF Sociedad Anoima, 
   8.0%, 2-15-2004 .......................     1,000      
950,000 
   Total .................................              
2,945,621 
 
Paper and Allied Products - 1.37% 
 Boise Cascade Office Products Corporation, 
   9.875%, 2-15-2001 .....................       500      
501,880 
 Canadian Pacific Forest Products Ltd., 
   9.25%, 6-15-2002 ......................     1,000    
1,064,360 
   Total .................................              
1,566,240 
 
Printing and Publishing - 1.31% 
 News America Holdings Incorporated, 
   7.45%, 6-1-2000 .......................       500      
511,445 
 Quebecor Printing Capital Corporation, 
   6.5%, 8-1-2027 ........................     1,000      
982,460 
   Total .................................              
1,493,905 
 
Railroad Transportation - 0.54% 
 CSX Corporation, 
   6.95%, 5-1-2027 .......................       575      
612,737 
 
Security and Commodity Brokers - 0.87% 
 Salomon Inc., 
   3.65%, 2-14-2002 ......................     1,000      
999,660 
 
Stone, Clay and Glass Products - 1.12% 
 Owens-Illinois, Inc., 
   7.15%, 5-15-2005 ......................       750      
751,658 
 USG Corporation, 
   9.25%, 9-15-2001 ......................       500      
533,925 
   Total .................................              
1,285,583 
 
Transportation Equipment - 0.46% 
 Coltec Industries Inc., 
   7.5%, 4-15-2008 .......................       500      
529,375 
 
United States Postal Service - 0.22% 
 Postal Square Limited Partnership, 
   6.5%, 6-15-2022 .......................       245      
252,002 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Wholesale Trade -- Durable Goods - 1.66% 
 Motorola, Inc., 
   8.4%, 8-15-2031 .......................  $  1,500 $  
1,903,035 
 
TOTAL CORPORATE DEBT SECURITIES - 50.27%             $ 
57,460,866 
 (Cost: $54,500,916) 
 
OTHER GOVERNMENT SECURITIES 
Canada - 4.54% 
 Hydro-Quebec: 
   8.05%, 7-7-2024 .......................     1,000    
1,200,050 
   7.4%, 3-28-2025 .......................     1,000    
1,242,040 
 Province de Quebec: 
   5.67%, 2-27-2026 ......................     1,500    
1,642,035 
   6.29%, 3-6-2026 .......................     1,000    
1,107,010 
   Total .................................              
5,191,135 
 
Supranational - 1.08% 
 Inter-American Development Bank, 
   8.4%, 9-1-2009 ........................     1,000    
1,231,370 
 
TOTAL OTHER GOVERNMENT SECURITIES - 5.62%            $  
6,422,505 
 (Cost: $5,650,009) 
 
UNITED STATES GOVERNMENT SECURITIES 
 Federal Home Loan Mortgage Corporation: 
   5.89%, 7-17-2003 ......................     1,000    
1,013,440 
   7.5%, 2-15-2007 .......................     1,787    
1,813,175 
   7.5%, 11-15-2017 ......................        60       
60,090 
   6.5%, 9-25-2018 .......................       500      
517,185 
   7.5%, 4-15-2019 .......................     1,606    
1,628,712 
   7.95%, 12-15-2020 .....................     1,532    
1,543,563 
   6.25%, 1-15-2021 ......................     4,000    
4,035,000 
 Federal National Mortgage Association: 
   5.98%, 6-18-2003 ......................     1,000    
1,015,470 
   5.875%, 7-16-2003 .....................     2,250    
2,279,520 
   0.0%, 2-12-2018 .......................     2,500      
808,000 
   0.0%, 10-9-2019 .......................     6,750    
2,014,470 
   7.0%, 9-25-2020 .......................       500      
508,590 
   6.5%, 8-25-2021 .......................       500      
503,045 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE BOND PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
UNITED STATES GOVERNMENT SECURITIES (Continued) 
 Government National Mortgage Association: 
   7.5%, 7-15-2023 .......................    $1,216 $  
1,255,171 
   7.5%, 12-15-2023 ......................     1,648    
1,700,249 
   8.0%, 9-15-2025 .......................     1,190    
1,246,648 
   7.0%, 7-20-2027 .......................       570      
580,732 
   7.0%, 8-20-2027 .......................     1,159    
1,179,847 
   7.75%, 10-15-2031 .....................       317      
330,399 
 United States Treasury: 
   5.75%, 10-31-2000 .....................     6,000    
6,114,360 
   5.25%, 1-31-2001 ......................     1,000    
1,012,340 
   6.5%, 8-15-2005 .......................     1,500    
1,648,590 
   6.5%, 10-15-2006 ......................     7,000    
7,764,540 
   0.0%, 2-15-2019 .......................     1,750      
573,388 
 Miscellaneous United States Government Backed 
   Securities: 
   Tennessee Valley Authority, 
    5.88%, 4-1-2036  .....................       750      
795,855 
   United States Department of Veterans Affairs, 
    Guaranteed Remic Pass-Through Certificates, 
    Vendee Mortgage Trust: 
    1997-2 Class C, 
    7.5%, 8-15-2017  .....................     2,000    
2,037,500 
    1998-1 Class 2B, 
    7.0%, 5-15-2005  .....................       250      
256,015 
 
TOTAL UNITED STATES GOVERNMENT SECURITIES - 38.70%   $ 
44,235,894 
 (Cost: $43,650,442) 
 
TOTAL SHORT-TERM SECURITIES - 3.97%                  $  
4,531,000 
 (Cost: $4,531,000) 
 
TOTAL INVESTMENT SECURITIES - 98.56%                 
$112,650,265 
 (Cost: $108,332,367) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.44%       
1,645,786 
 
NET ASSETS - 100.00%                                 
$114,296,051 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
                                              Shares        
Value 
 
COMMON STOCKS AND WARRANTS 
Communication - 0.88% 
 Allegiance Telecom, Inc., Warrants (C)*       1,000   $    
3,000 
 Concentric Network Corporation, 
   Warrants (C)* .........................       750      
111,683 
 Heartland Wireless Communications, 
   Inc., Warrants (C)* ...................     3,000           
30 
 Infinity Broadcasting Corporation, 
   Class A* ..............................    31,200      
854,100 
 Iridium LLC, Warrants (C)*  .............       500       
62,500 
 Microcell Telecommunications Inc., 
   Warrants (C)* .........................     5,000       
62,500 
 OnePoint Communications Corp., 
   Warrants (C)* .........................       900          
900 
 Pathnet, Inc., Warrants (C)*  ...........       500        
5,000 
 Primus Telecommunications Group, 
   Incorporated, Warrants* ...............       500        
6,250 
   Total .................................              
1,105,963 
 
Electronic and Other Electric Equipment - 0.01% 
 Powertel, Inc., Warrants*  ..............     2,400        
6,600 
 
Food and Kindred Products - 1.07% 
 Keebler Foods Company*  .................    36,000    
1,354,500 
 
Furniture and Fixtures - 0.24% 
 Lear Corporation*  ......................     8,000      
308,000 
 
Health Services - 0.01% 
 LTC Healthcare, Inc.*  ..................     6,666       
17,915 
 
Holding and Other Investment Offices - 0.42% 
 LTC Properties, Inc.  ...................    31,666      
526,447 
 
Instruments and Related Products - 0.94% 
 Maxxim Medical, Inc.*  ..................    40,000    
1,190,000 
 
Paper and Allied Products - 0.00% 
 SF Holdings Group, Inc., Class C (C)*  ..     2,000        
4,000 
 
TOTAL COMMON STOCKS AND WARRANTS - 3.57%             $  
4,513,425 
 (Cost: $3,518,726) 
 
PREFERRED STOCKS 
Communication - 0.46% 
 IXC Communications, Inc., 12.5%  ........       580      
585,800 
 
Depository Institutions - 0.25% 
 California Federal Preferred Capital 
   Corporation, 9.125% ...................    12,500      
314,062 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
                                              Shares        
Value 
 
PREFERRED STOCKS (CONTINUED) 
Printing and Publishing - 0.41% 
 PRIMEDIA Inc., 10.0%  ...................     5,000 $    
518,750 
 
TOTAL PREFERRED STOCKS - 1.12%                       $  
1,418,612 
 (Cost: $1,400,563) 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES 
Agricultural Production -- Crops - 0.85% 
 Frank's Nursery & Crafts, Inc., 
   10.25%, 3-1-2008 ......................    $  750 $    
735,000 
 Hines Horticulture, Inc., 
   11.75%, 10-15-2005 ....................       325      
344,500 
   Total .................................              
1,079,500 
 
Agricultural Production -- Livestock - 0.24% 
 Pilgrim's Pride Corporation, 
   10.875%, 8-1-2003 .....................       300      
309,000 
 
Amusement and Recreation Services - 3.44% 
 American Skiing Company, 
   12.0%, 7-15-2006 ......................     1,000    
1,042,500 
 Premier Parks Inc., 
   0.0%, 4-1-2008 (D) ....................     2,500    
1,700,000 
 Showboat Marina Casino Partnership, 
   13.5%, 3-15-2003 ......................       500      
565,000 
 Trump Hotels & Casino Resorts 
   Holdings, L.P., 
   15.5%, 6-15-2005 ......................     1,000    
1,040,000 
   Total .................................              
4,347,500 
 
Apparel and Accessory Stores - 0.39% 
 Wilsons The Leather Experts Inc., 
   11.25%, 8-15-2004 .....................       500      
495,000 
 
Apparel and Other Textile Products - 0.82% 
 Consoltex Group Inc., 
   11.0%, 10-1-2003 ......................     1,000    
1,031,250 
 
Auto Repair, Services and Parking - 0.55% 
 Safelite Glass Corp., 
   9.875%, 12-15-2006 (C) ................       750      
697,500 
 
Building Materials and Garden Supplies - 0.79% 
 ISG Resources, Inc., 
   10.0%, 4-15-2008 ......................     1,000    
1,000,000 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Business Services - 2.49% 
 Adams Outdoor Advertising Limited Partnership, 
   10.75%, 3-15-2006 .....................    $  750 $    
810,000 
 DecisionOne Holdings Corp., Units, 
   0.0%, 8-1-2008 (D)(E) .................     1,750      
367,500 
 Federal Data Corporation, 
   10.125%, 8-1-2005 .....................       500      
495,000 
 Lamar Advertising Company, 
   9.625%, 12-1-2006 .....................     1,000    
1,080,000 
 Rental Service Corporation, 
   9.0%, 5-15-2008 .......................       400      
390,000 
   Total .................................              
3,142,500 
 
Chemicals and Allied Products - 1.69% 
 Aqua-Chem, Inc., 
   11.25%, 7-1-2008 (C) ..................       750      
712,500 
 Dade International Inc., 
   11.125%, 5-1-2006 .....................       500      
550,000 
 Spinnaker Industries, Inc., 
   10.75%, 10-15-2006 ....................     1,000      
870,000 
   Total .................................              
2,132,500 
 
Communication - 24.26% 
 Adelphia Communications Corporation: 
   10.25%, 7-15-2000 .....................       500      
518,750 
   9.25%, 10-1-2002 ......................       500      
527,500 
   10.5%, 7-15-2004 ......................       500      
547,500 
   9.875%, 3-1-2007 ......................       500      
553,125 
 Allegiance Telecom, Inc., 
   0.0%, 2-15-2008 (D) ...................     1,000      
470,000 
 American Radio Systems Corporation, 
   9.0%, 2-1-2006 ........................       750      
815,625 
 CSC Holdings, Inc., 
   9.875%, 2-15-2013 .....................     1,450    
1,616,750 
 Chancellor Media Corporation of Los Angeles, 
   8.0%, 11-1-2008 (C) ...................       750      
766,875 
 Comcast Corporation, 
   9.5%, 1-15-2008 .......................       350      
366,163 
 Concentric Network Corporation, 
   12.75%, 12-15-2007 ....................       750      
757,500 
 Crown Castle International Corp., 
   0.0%, 11-15-2007 (D) ..................       500      
347,500 
 Diamond Cable Communications Plc, 
   0.0%, 12-15-2005 (D) ..................       500      
411,250 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Communication (Continued) 
 GST Telecommunications, 
   0.0%, 11-15-2007 (D) ..................    $1,000   $  
955,000 
 Hyperion Telecommunications, Inc., 
   0.0%, 4-15-2003 (D) ...................     2,000    
1,440,000 
 ICG Services, Inc., 
   0.0%, 5-1-2008 (D) ....................       900      
450,000 
 ITC /\ DeltaCom, Inc.: 
   8.875%, 3-1-2008 ......................       500      
502,500 
   9.75%, 11-15-2008 (C) .................       500      
517,500 
 IXC Communications, Inc., 
   9.0%, 4-15-2008 .......................       500      
503,750 
 Intermedia Communications, Inc., 
   8.5%, 1-15-2008 .......................       750      
712,500 
 Intermedia Communications of Florida, Inc., 
   0.0%, 5-15-2006 (D) ...................       750      
585,000 
 Iridium LLC and Iridium Capital Corporation: 
   10.875%, 7-15-2005 ....................       650      
549,250 
   11.25%, 7-15-2005 .....................       500      
427,500 
   13.0%, 7-15-2005 ......................     1,000      
915,000 
 Marcus Cable Co., 
   0.0%, 12-15-2005 (D) ..................     1,000      
955,000 
 Marcus Cable Operating Company, L.P., 
   0.0%, 8-1-2004 (D) ....................     1,500    
1,503,750 
 Metromedia Fiber Network, Inc., 
   10.0%, 11-15-2008 (C) .................       500      
512,500 
 MetroNet Communications Corp., 
   0.0%, 6-15-2008 (D) ...................     1,000      
600,000 
 Microcell Telecommunications Inc., 
   0.0%, 6-1-2006 (D) ....................     1,750    
1,321,250 
 Nextel Communications, Inc.: 
   0.0%, 8-15-2004 (D) ...................     1,500    
1,455,000 
   0.0%, 2-15-2008 (D) ...................     1,000      
600,000 
 NEXTLINK Communications, Inc., 
   9.625%, 10-1-2007 .....................       900      
868,500 
 OnePoint Communications Corp., 
   14.5%, 6-1-2008 (C) ...................       900      
486,000 
 Pathnet, Inc., 
   12.25%, 4-15-2008 .....................       500      
350,000 
 Primus Telecommunications Group, Incorporated, 
   11.75%, 8-1-2004 ......................       500      
525,000 
 RSL Communications PLC, 
   10.5%, 11-15-2008 (C) .................     2,000    
1,945,000 
 Salem Communications Corporation, 
   9.5%, 10-1-2007 .......................       500      
518,750 
 Sprint Spectrum L.P., 
   0.0%, 8-15-2006 (D) ...................     1,000      
910,000 
 Time Warner Telecom LLC and 
   Time Warner Telecom Inc., 
   9.75%, 7-15-2008 ......................       500      
522,500 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Communication (Continued) 
 VersaTel Telecom International N.V., Units, 
   13.25%, 5-15-2008 (C)(F) ..............    $  500  $   
496,250 
 WinStar Communications, Inc.: 
   0.0%, 10-15-2005 (Convertible) (C)(D) .       500      
700,000 
   0.0%, 3-15-2008 (D) ...................     1,000      
720,000 
   10.0%, 3-15-2008 ......................       500      
405,000 
   Total .................................             
30,651,038 
 
Eating and Drinking Places - 1.71% 
 Domino's Pizza, Inc., 
   10.375%, 1-15-2009 (C) ................       400      
398,000 
 Foodmaker, Inc., 
   8.375%, 4-15-2008 .....................     1,000    
1,006,250 
 NE Restaurant Company, Inc., 
   10.75%, 7-15-2008 .....................       750      
761,250 
   Total .................................              
2,165,500 
 
Electric, Gas and Sanitary Services - 1.61% 
 Allied Waste North America, Inc., 
   7.875%, 1-1-2009 (C) ..................     2,000    
2,032,500 
 
Electronic and Other Electric Equipment - 2.95% 
 Communications Instruments, Inc., 
   10.0%, 9-15-2004 ......................       450      
433,125 
 Echostar Communications Corporation: 
   0.0%, 3-15-2004 (D) ...................       500      
498,750 
   0.0%, 6-1-2004 (D) ....................     1,000    
1,025,000 
 Elgar Holdings, Inc., 
   9.875%, 2-1-2008 ......................       500      
460,000 
 Intercel, Inc., 
   0.0%, 2-1-2006 (D) ....................       750      
566,250 
 Telex Communications, Inc., 
   10.5%, 5-1-2007 .......................       500      
449,375 
 WESCO International, Inc., 
   0.0%, 6-1-2008 (D) ....................       500      
300,000 
   Total .................................              
3,732,500 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Engineering and Management Services - 0.42% 
 United International Holdings, Inc., 
   0.0%, 2-15-2008 (D) ...................    $1,000 $    
530,000 
 
Fabricated Metal Products - 3.44% 
 AXIA Incorporated, 
   10.75%, 7-15-2008 .....................       750      
761,250 
 Neenah Corporation, 
   11.125%, 5-1-2007 .....................     1,500    
1,552,500 
 Nortek, Inc., 
   9.875%, 3-1-2004 ......................       500      
512,500 
 Safety Components International, Inc., 
   10.125%, 7-15-2007 ....................     1,000    
1,008,750 
 U.S. Can Corporation, 
   10.125%, 10-15-2006 ...................       500      
515,000 
   Total .................................              
4,350,000 
 
Food and Kindred Products - 0.79% 
 Eagle Family Foods, Inc., 
   8.75%, 1-15-2008 ......................       500      
475,000 
 Southern Foods Group, L.P. and 
   SFG Capital Corporation, 
   9.875%, 9-1-2007 ......................       500      
520,625 
   Total .................................                
995,625 
 
Food Stores - 0.77% 
 Big V Supermarkets, Inc., 
   11.0%, 2-15-2004 ......................       500      
490,000 
 Pueblo Xtra International, Inc., 
   9.5%, 8-1-2003 ........................       500      
480,000 
   Total .................................                
970,000 
 
Health Services - 1.83% 
 Multicare Companies, Inc. (The), 
   9.0%, 8-1-2007 ........................       750      
690,000 
 Paragon Health Network, Inc.: 
   0.0%, 11-1-2007 (D) ...................       750      
363,750 
   9.5%, 11-1-2007 .......................       900      
733,500 
 Tenet Healthcare Corporation, 
   8.625%, 1-15-2007 .....................       500      
522,500 
   Total .................................              
2,309,750 
 
Heavy Construction, Except Building - 1.28% 
 Level 3 Communications, Inc.: 
   9.125%, 5-1-2008 ......................       750      
743,438 
   0.0%, 12-1-2008 (C)(D) ................     1,500      
877,500 
   Total .................................              
1,620,938 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Hotels and Other Lodging Places - 4.63% 
 CapStar Hotel Company, 
   8.75%, 8-15-2007 ......................    $  500 $    
490,000 
 MGM Grand, Inc., 
   6.875%, 2-6-2008 ......................     1,000      
916,210 
 Prime Hospitality Corp.: 
   9.25%, 1-15-2006 ......................     1,500    
1,558,125 
   9.75%, 4-1-2007 .......................       500      
502,500 
 Station Casinos, Inc.: 
   10.125%, 3-15-2006 ....................       500      
523,750 
   8.875%, 12-1-2008 (C) .................     1,850    
1,863,875 
   Total .................................              
5,854,460 
 
Industrial Machinery and Equipment - 3.65% 
 Falcon Building Products, Inc., 
   0.0%, 6-15-2007 (D) ...................     2,000    
1,150,000 
 Morris Material Handling, Inc., 
   9.5%, 4-1-2008 ........................     1,000      
730,000 
 National Equipment Services, Inc.: 
   10.0%, 11-30-2004 .....................       550      
544,500 
   10.0%, 11-30-2004 (C) .................       700      
693,000 
 Terex Corporation, 
   8.875%, 4-1-2008 ......................     1,000    
1,001,250 
 Walbro Corporation, 
   9.875%, 7-15-2005 .....................       500      
495,000 
   Total .................................              
4,613,750 
 
Instruments and Related Products - 1.69% 
 Cole National Group, Inc., 
   9.875%, 12-31-2006 ....................       500      
517,500 
 Maxxim Medical, Inc., 
   10.5%, 8-1-2006 .......................     1,500    
1,616,250 
   Total .................................              
2,133,750 
 
Miscellaneous Manufacturing Industries - 1.06% 
 AAi.Fostergrant, Inc., 
   10.75%, 7-15-2006 .....................       500      
440,000 
 Amscan Holdings Inc., 
   9.875%, 12-15-2007 ....................       500      
470,000 
 Hedstrom Corporation, 
   10.0%, 6-1-2007 .......................       500      
432,500 
   Total .................................              
1,342,500 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Miscellaneous Retail - 0.84% 
 Michaels Stores, Inc., 
   10.875%, 6-15-2006 ....................    $1,000 $  
1,062,500 
 
Motion Pictures - 2.11% 
 AMC Entertainment, Inc., 
   9.5%, 3-15-2009 .......................       500      
510,000 
 Hollywood Theaters, Inc., 
   10.625%, 8-1-2007 .....................     1,500    
1,117,500 
 Regal Cinemas, Inc.: 
   9.5%, 6-1-2008 ........................       400      
412,000 
   9.5%, 6-1-2008 (C) ....................       600      
625,500 
   Total .................................              
2,665,000 
 
Paper and Allied Products - 4.57% 
 Buckeye Technologies Inc., 
   8.0%, 10-15-2010 ......................       750      
720,000 
 Container Corporation of America, 
   11.25%, 5-1-2004 ......................     1,500    
1,560,000 
 Fort Howard Corporation, 
   11.0%, 1-2-2002 .......................       420      
419,765 
 Mail-Well Corporation, 
   10.5%, 2-15-2004 ......................       500      
525,000 
 Mail-Well I Corporation, 
   8.75%, 12-15-2008 (C) .................     1,000    
1,005,000 
 Outsourcing Services Group, Inc., 
   10.875%, 3-1-2006 (C) .................       500      
475,000 
 Republic Group Incorporated, 
   9.5%, 7-15-2008 .......................       750      
733,125 
 SF Holdings Group, Inc., 
   0.0%, 3-15-2008 (D) ...................     1,000      
330,000 
   Total .................................              
5,767,890 
 
Personal Services - 0.39% 
 Prime Succession Acquisition Corp., 
   10.75%, 8-15-2004 .....................       500      
490,625 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Petroleum and Coal Products - 0.48% 
 Building Materials Corporation of America, 
   8.0%, 12-1-2008 (C) ...................    $  600  $   
604,500 
 
Primary Metal Industries - 0.72% 
 Weirton Steel Corporation, 
   11.375%, 7-1-2004 .....................       500      
445,000 
 Wheeling-Pittsburgh Corporation, 
   9.25%, 11-15-2007 .....................       500      
470,000 
   Total .................................                
915,000 
 
Printing and Publishing - 4.38% 
 American Media Operations, Inc., 
   11.625%, 11-15-2004 ...................     1,000    
1,025,000 
 Big Flower Press Holdings, Inc., 
   8.625%, 12-1-2008 (C) .................     1,000    
1,003,750 
 K-III Communications Corporation, 
   8.5%, 2-1-2006 ........................       500      
510,000 
 Perry-Judd's Incorporated, 
   10.625%, 12-15-2007 ...................     1,000    
1,050,000 
 TransWestern Publishing Company LLC, 
   9.625%, 11-15-2007 ....................       900      
939,375 
 World Color Press, Inc., 
   8.375%, 11-15-2008 (C) ................     1,000    
1,000,000 
   Total .................................              
5,528,125 
 
Real Estate - 0.41% 
 Delco Remy International, Inc., 
   8.625%, 12-15-2007 ....................       500      
515,000 
 
Rubber and Miscellaneous Plastics Products - 5.07% 
 Graham Packaging Holdings Company and 
   GPC Capital Corp. II, 
   0.0%, 1-15-2009 (D) ...................     6,000    
4,170,000 
 Home Products International, Inc., 
   9.625%, 5-15-2008 .....................       750      
738,750 
 J.H. Heafner Company, Inc. (The): 
   10.0%, 5-15-2008 ......................       500      
506,250 
   10.0%, 5-15-2008 (C) ..................       500      
506,250 
 LDM Technologies, Inc., 
   10.75%, 1-15-2007 .....................       500      
490,000 
   Total .................................              
6,411,250 
 
Social Services - 0.59% 
 La Petite Academy, Inc. and LPA Holding Corp., 
   10.0%, 5-15-2008 ......................       750      
742,500 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                           Principal 
                                           Amount in 
                                           Thousands        
Value 
 
CORPORATE DEBT SECURITIES (Continued) 
Stone, Clay and Glass Products - 0.28% 
 SIMCALA, Inc., 
   9.625%, 4-15-2006 .....................    $  500 $    
357,500 
 
Television Broadcasting Stations - 0.83% 
 Allbritton Communications Company, 
   9.75%, 11-30-2007 .....................       500      
527,500 
 LIN Holdings Corp., 
   0.0%, 3-1-2008 (D) ....................       750      
517,500 
   Total .................................              
1,045,000 
 
Textile Mill Products - 1.82% 
 Avondale Mills, Inc., 
   10.25%, 5-1-2006 ......................       500      
525,000 
 Galey & Lord, Inc., 
   9.125%, 3-1-2008 ......................     1,500    
1,305,000 
 Glenoit Corporation, 
   11.0%, 4-15-2007 ......................       500      
468,750 
   Total .................................              
2,298,750 
 
Transportation by Air - 1.21% 
 Atlas Air, Inc., 
   9.375%, 11-15-2006 (C) ................     1,500    
1,528,125 
 
Transportation Equipment - 1.62% 
 Federal-Mogul Corporation: 
   7.75%, 7-1-2006 .......................     1,000    
1,015,440 
   7.875%, 7-1-2010 ......................       500      
518,170 
 Westinghouse Air Brake Company, 
   9.375%, 6-15-2005 .....................       500      
515,000 
   Total .................................              
2,048,610 
 
Trucking and Warehousing - 0.43% 
 Iron Mountain Incorporated, 
   10.125%, 10-1-2006 ....................       500      
542,500 
 
Wholesale Trade -- Durable Goods - 0.93% 
 Alvey Systems, Inc., 
   11.375%, 1-31-2003 ....................       696      
702,960 
 Sealy Mattress Company, 
   9.875%, 12-15-2007 ....................       500      
475,000 
   Total .................................              
1,177,960 
 
Wholesale Trade -- Nondurable Goods - 0.76% 
 Nebraska Book Company, Inc., 
   8.75%, 2-15-2008 ......................     1,000      
953,750 
 
 
               See Notes to Schedules of Investments on page 
140. 
 
<PAGE> 
THE INVESTMENTS OF THE HIGH INCOME PORTFOLIO 
DECEMBER 31, 1998 
 
                                                            
Value 
 
TOTAL CORPORATE DEBT SECURITIES - 88.79%             
$112,191,646 
 (Cost: $115,623,748) 
 
TOTAL SHORT-TERM SECURITIES - 4.79%                  $  
6,046,000 
 (Cost $6,046,000) 
 
TOTAL INVESTMENT SECURITIES - 98.27%                 
$124,169,683 
 (Cost: $126,589,037) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.73%       
2,183,767 
 
NET ASSETS - 100.00%                                 
$126,353,450 
 
 
Notes to Schedules of Investments 
*No dividends were paid during the preceding 12 months. 
(A)  Listed on an exchange outside of the United States. 
(B)  Each unit of Spiros Development Corporation II, Inc. 
consists of one share 
     of callable common stock, par value $0.001 per share, 
of Spiros Development 
     Corporation II, Inc. and one warrant to purchase one-
fourth of one share of 
     common stock, par value $0.001 per share, of Dura 
Pharmaceuticals, Inc. 
(C)  Security was purchased pursuant to Rule 144a under the 
Securities Act of 
     1933 and may be resold in transactions exempt from 
registration, normally 
     to qualified institutional buyers.  At December 31, 
1998, the value of 
     these securities amounted to $2,006,360 and 
$19,696,738, respectively, or 
     1.76% and 15.59%, respectively, of the total net assets 
in the Bond 
     Portfolio and High Income Portfolio. 
(D)  The security does not bear interest for an initial 
period of time and 
     subsequently becomes interest bearing. 
(E)  Each Unit of DecisionOne Holdings Corp. consists of 
$1,000 principal amount 
     at maturity of 11.5% senior discount debentures due 
2008 and one warrant to 
     purchase 1.9 shares of common stock, par value $0.01 
per share, of Quaker 
     Holding Co. 
(F)  Each Unit of VersaTel Telecom B.V. consists of $1,000 
principal amount of 
     13.25% senior notes due 2008 and one warrant to 
purchase 6.667 ordinary 
     shares of VersaTel, par value NLG 0.10 per share. 
 
See Note 1 to financial statements for security valuation 
and other significant 
     accounting policies concerning investments. 
See Note 3 to financial statements for cost and unrealized 
appreciation and 
     depreciation of investments owned for Federal income 
tax purposes. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF ASSETS AND LIABILITIES 
DECEMBER 31, 1998 
(In Thousands, 
 Except for Per Share Amounts)                             
Science and 
                                  Growth         Income     
Technology 
                               Portfolio      Portfolio      
Portfolio 
Assets                       -----------     ----------    -
- ---------- 
 Investment securities--at 
   value (Notes 1 and 3)        $824,475       $808,186        
$34,568 
 Cash   .................              1              2              
2 
 Receivables: 
   Investment securities 
    sold  ...............          1,379            ---            
- --- 
   Fund shares sold .....            612          1,186            
151 
   Dividends and interest            389          3,264             
18 
 Prepaid insurance premium             4              3            
- --- 
                                --------       --------        
- ------- 
    Total assets  .......        826,860        812,641         
34,739 
Liabilities                     --------       --------        
- ------- 
 Payable for investment 
   securities purchased .          1,412            812            
131 
 Payable to Fund 
   shareholders .........            141            301              
3 
 Accrued service 
   fee (Note 2) .........            164            164              
6 
 Accrued accounting 
   services fee (Note 2).              7              7              
2 
 Accrued management 
   fee (Note 2) .........             16             15              
1 
 Other  .................              5              8              
1 
                                --------       --------        
- ------- 
    Total liabilities  ..          1,745          1,307            
144 
                                --------       --------        
- ------- 
      Total net assets ..       $825,115       $811,334        
$34,595 
Net Assets                      ========       ========        
======= 
 $0.01 par value capital stock 
   Capital stock ........       $    887       $    658        
$    42 
   Additional paid-in capital    589,299        569,217         
26,364 
 Accumulated undistributed gain (loss): 
   Accumulated undistributed net 
    investment income  ..            ---            ---            
- --- 
   Accumulated net realized loss 
    on investment transactions       ---            ---            
- --- 
   Distribution in excess of 
    net realized gains  .            ---            ---            
- --- 
   Net unrealized appreciation 
    (depreciation) of 
    investments                  234,929        241,459          
8,189 
                                --------       --------        
- ------- 
    Net assets applicable to 
      outstanding units 
      of capital ........       $825,115       $811,334        
$34,595 
                                ========       ========        
======= 
Net asset value, redemption 
 and offering price per share    $9.2989       $12.3351        
$8.2750 
                                 =======       ========        
======= 
Capital shares outstanding        88,733         65,774          
4,181 
Capital shares authorized        100,000        100,000        
100,000 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF ASSETS AND LIABILITIES 
DECEMBER 31, 1998 
(In Thousands, 
 Except for Per Share Amounts) 
                           International      Small Cap       
Balanced 
                               Portfolio      Portfolio      
Portfolio 
Assets                      ------------   ------------    -
- ---------- 
 Investment securities--at 
   value (Notes 1 and 3)        $171,830       $184,788        
$91,211 
 Cash   .................              1              1              
2 
 Receivables: 
   Investment securities 
    sold  ...............            ---            ---            
111 
   Fund shares sold .....            134            147            
234 
   Dividends and interest            359             62            
755 
 Prepaid insurance premium             1              1              
1 
                                --------       --------        
- ------- 
    Total assets  .......        172,325        184,999         
92,314 
Liabilities                     --------       --------        
- ------- 
 Payable for investment 
   securities purchased .          3,248          4,367            
- --- 
 Payable to Fund 
   shareholders .........             41             18             
70 
 Accrued service 
   fee (Note 2) .........             34             36             
19 
 Accrued accounting 
   services fee (Note 2).              3              3              
3 
 Accrued management 
   fee (Note 2) .........              4              4              
1 
 Other  .................             34              2              
1 
                                --------       --------        
- ------- 
    Total liabilities  ..          3,364          4,430             
94 
                                --------       --------        
- ------- 
      Total net assets ..       $168,961       $180,569        
$92,220 
Net Assets                      ========       ========        
======= 
 $0.01 par value capital stock 
   Capital stock ........       $    216       $    229        
$   130 
   Additional paid-in capital    129,805        177,978         
81,299 
 Accumulated undistributed gain (loss): 
   Accumulated undistributed net 
    investment income  ..            ---            ---            
- --- 
   Accumulated net realized loss 
    on investment transactions       ---            ---            
- --- 
   Distribution in excess of 
    net realized gains  .            ---         (1,288)           
- --- 
   Net unrealized appreciation 
    (depreciation) of 
    investments  ........         38,940          3,650         
10,791 
                                --------       --------        
- ------- 
    Net assets applicable to 
      outstanding units 
      of capital ........       $168,961       $180,569        
$92,220 
                                ========       ========        
======= 
Net asset value, redemption 
 and offering price per share    $7.8176        $7.9019        
$7.1081 
                                 =======       ========        
======= 
Capital shares outstanding        21,613         22,851         
12,974 
Capital shares authorized        100,000        100,000         
50,000 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF ASSETS AND LIABILITIES 
DECEMBER 31, 1998 
(In Thousands, 
 Except for Per Share Amounts)     Asset 
                                Strategy   Money Market   
Limited-Term 
                               Portfolio      Portfolio Bond 
Portfolio 
Assets                     -------------   ------------    -
- ---------- 
 Investment securities--at 
   value (Notes 1 and 3)         $14,127        $54,165         
$4,448 
 Cash   .................              2              1              
1 
 Receivables: 
   Investment securities 
    sold  ...............            ---            ---            
- --- 
   Fund shares sold .....             43          1,746              
3 
   Dividends and interest             94            226             
68 
 Prepaid insurance premium           ---              1            
- --- 
                                 -------        -------         
- ------ 
    Total assets  .......         14,266         56,139          
4,520 
Liabilities                      -------        -------         
- ------ 
 Payable for investment 
   securities purchased .            167            ---            
- --- 
 Payable to Fund 
   shareholders .........              4          2,101            
- --- 
 Accrued service 
   fee (Note 2) .........              3             11              
1 
 Accrued accounting 
   services fee (Note 2).              1              3            
- --- 
 Accrued management 
   fee (Note 2) .........            ---              1            
- --- 
 Other  .................              1            ---            
- --- 
                                 -------        -------         
- ------ 
    Total liabilities  ..            176          2,116              
1 
                                 -------        -------         
- ------ 
      Total net assets ..        $14,090        $54,023         
$4,519 
Net Assets                       =======        =======         
====== 
 $0.01 par value capital stock 
   Capital stock ........        $    26        $   540         
$    9 
   Additional paid-in capital     13,650         53,483          
4,449 
 Accumulated undistributed gain (loss): 
   Accumulated undistributed net 
    investment income  ..            ---            ---            
- --- 
   Accumulated net realized loss 
    on investment transactions       ---            ---            
- --- 
   Distribution in excess of 
    net realized gains  .            ---            ---            
- --- 
   Net unrealized appreciation 
    (depreciation) of 
    investments  ........            414            ---             
61 
                                 -------        -------         
- ------ 
    Net assets applicable to 
      outstanding units 
      of capital ........        $14,090        $54,023         
$4,519 
                                 =======        =======         
====== 
Net asset value, redemption 
 and offering price per share    $5.3868        $1.0000        
$5.2292 
                                 =======       ========        
======= 
Capital shares outstanding         2,616         54,023            
864 
Capital shares authorized        100,000        100,000         
50,000 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF ASSETS AND LIABILITIES 
DECEMBER 31, 1998 
(In Thousands, 
 Except for Per Share Amounts) 
                                    Bond    High Income 
                               Portfolio      Portfolio 
Assets                     -------------  ------------- 
 Investment securities--at 
   value (Notes 1 and 3)        $112,650       $124,170 
 Cash   .................              2              2 
 Receivables: 
   Investment securities 
    sold  ...............            ---            --- 
   Fund shares sold .....            212             56 
   Dividends and interest          1,537          2,236 
 Prepaid insurance premium             1              1 
                                --------       -------- 
    Total assets  .......        114,402        126,465 
Liabilities                     --------       -------- 
 Payable for investment 
   securities purchased .            ---            --- 
 Payable to Fund 
   shareholders .........             77             79 
 Accrued service 
   fee (Note 2) .........             23             26 
 Accrued accounting 
   services fee (Note 2).              3              3 
 Accrued management 
   fee (Note 2) .........              2              2 
 Other  .................              1              2 
                                --------       -------- 
    Total liabilities  ..            106            112 
                                --------       -------- 
      Total net assets ..       $114,296       $126,353 
Net Assets                      ========       ======== 
 $0.01 par value capital stock 
   Capital stock ........        $   210       $    286 
   Additional paid-in capital    111,174        128,824 
 Accumulated undistributed gain (loss): 
   Accumulated undistributed net 
    investment income  ..            ---            --- 
   Accumulated net realized loss 
    on investment transactions    (1,406)          (338) 
   Distribution in excess of 
    net realized gains  .            ---            --- 
   Net unrealized appreciation 
    (depreciation) of 
    investments  ........          4,318         (2,419) 
                                --------       -------- 
    Net assets applicable to 
      outstanding units 
      of capital ........       $114,296       $126,353 
                                ========       ======== 
Net asset value, redemption 
 and offering price per share    $5.4451        $4.4143 
                                 =======       ======== 
Capital shares outstanding        20,991         28,624 
Capital shares authorized        100,000        100,000 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF OPERATIONS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(In Thousands) 
                                                           
Science and 
                                  Growth         Income     
Technology 
                               Portfolio      Portfolio      
Portfolio 
                              ----------     ----------     
- ---------- 
Investment Income 
 Income (Note 1B): 
   Interest and 
    amortization ........       $  4,271       $  9,491         
$  174 
   Dividends ............          5,261          6,153              
7 
                                --------       --------         
- ------ 
    Total income  .......          9,532         15,644            
181 
                                --------       --------         
- ------ 
 Expenses (Note 2): 
   Investment management 
    fee  ................          4,904          5,016            
126 
   Service fee ..........            597            614             
20 
   Accounting services 
    fee  ................             73             74             
12 
   Custodian fees .......             26             51              
5 
   Audit fees ...........              9              9              
4 
   Legal fees ...........             13             13            
- --- 
   Other ................             34             35              
1 
                                --------       --------         
- ------ 
    Total expenses  .....          5,656          5,812            
168 
                                --------       --------         
- ------ 
      Net investment 
       income  ..........          3,876          9,832             
13 
                                --------       --------         
- ------ 
Realized and Unrealized Gain (Loss) 
 on Investments (Notes 1 and 3) 
 Realized net gain (loss) 
   on securities ........         24,867        110,723            
624 
 Realized net gain (loss) 
   on foreign currency 
   transactions .........             28            (33)           
- --- 
 Realized net gain on forward 
   currency contracts ...            ---            ---            
- --- 
 Realized net gain on 
   options ..............            ---            ---            
- --- 
                                --------       --------         
- ------ 
   Realized net gain (loss) 
    on investments  .....         24,895        110,690            
624 
 Unrealized appreciation 
   (depreciation) in value 
   of investments during 
   the period ...........        146,953         16,851          
7,947 
                                --------       --------         
- ------ 
    Net gain (loss) on 
      investments .......        171,848        127,541          
8,571 
                                --------       --------         
- ------ 
      Net increase 
       in net assets 
       resulting from 
       operations  ......       $175,724       $137,373         
$8,584 
                                ========       ========         
====== 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF OPERATIONS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(In Thousands) 
 
                           International      Small Cap       
Balanced 
                               Portfolio      Portfolio      
Portfolio 
                              ----------     ----------     
- ---------- 
Investment Income 
 Income (Note 1B): 
   Interest and 
    amortization ........        $   951        $ 2,583         
$2,238 
   Dividends ............          1,376            578            
690 
                                 -------        -------         
- ------ 
    Total income  .......          2,327          3,161          
2,928 
                                 -------        -------         
- ------ 
 Expenses (Note 2): 
   Investment management 
    fee  ................          1,169          1,395            
472 
   Service fee ..........            125            136             
71 
   Accounting services 
    fee  ................             40             40             
30 
   Custodian fees .......            161             14              
7 
   Audit fees ...........              7              6              
6 
   Legal fees ...........              3              3              
1 
   Other ................              8              9              
4 
                                 -------        -------         
- ------ 
    Total expenses  .....          1,513          1,603            
591 
                                 -------        -------         
- ------ 
      Net investment 
       income  ..........            814          1,558          
2,337 
                                 -------        -------         
- ------ 
Realized and Unrealized Gain (Loss) 
 on Investments (Notes 1 and 3) 
 Realized net gain (loss) 
   on securities ........         13,346         23,004            
761 
 Realized net gain (loss) 
   on foreign currency 
   transactions .........           (116)           ---             
(3) 
 Realized net gain on forward 
   currency contracts ...            382            ---            
- --- 
 Realized net gain on 
   options ..............            ---            228            
- --- 
                                 -------        -------         
- ------ 
   Realized net gain (loss) 
    on investments  .....         13,612         23,232            
758 
 Unrealized appreciation 
   (depreciation) in value 
   of investments during 
   the period ...........         25,132         (8,246)         
3,437 
                                 -------        -------         
- ------ 
    Net gain (loss) on 
      investments .......         38,744         14,986          
4,195 
                                 -------        -------         
- ------ 
      Net increase 
       in net assets 
       resulting from 
       operations  ......        $39,558        $16,544         
$6,532 
                                 =======        =======         
====== 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF OPERATIONS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(In Thousands) 
 
                          Asset Strategy   Money Market   
Limited-Term 
                               Portfolio      Portfolio Bond 
Portfolio 
                         ---------------     ----------     
- ---------- 
Investment Income 
 Income (Note 1B): 
   Interest and 
    amortization ........         $  420         $2,538           
$273 
   Dividends ............             47            ---            
- --- 
                                  ------         ------           
- ---- 
    Total income  .......            467          2,538            
273 
                                  ------         ------           
- ---- 
 Expenses (Note 2): 
   Investment management 
    fee  ................             91            223             
23 
   Service fee ..........             11             43              
3 
   Accounting services 
    fee  ................              9             23            
- --- 
   Custodian fees .......              6              7              
2 
   Audit fees ...........              5              4              
5 
   Legal fees ...........            ---              5            
- --- 
   Other ................              1              3            
- --- 
                                  ------         ------           
- ---- 
    Total expenses  .....            123            308             
33 
                                  ------         ------           
- ---- 
      Net investment 
       income  ..........            344          2,230            
240 
                                  ------         ------           
- ---- 
Realized and Unrealized Gain (Loss) 
 on Investments (Notes 1 and 3) 
 Realized net gain (loss) 
   on securities ........            462            ---              
9 
 Realized net gain (loss) 
   on foreign currency 
   transactions .........             (2)           ---            
- --- 
 Realized net gain on forward 
   currency contracts ...            ---            ---            
- --- 
 Realized net gain on 
   options ..............            ---            ---            
- --- 
                                  ------         ------           
- ---- 
   Realized net gain (loss) 
    on investments  .....            460                             
9 
 Unrealized appreciation 
   (depreciation) in value 
   of investments during 
   the period ...........            225            ---             
18 
                                  ------         ------           
- ---- 
    Net gain (loss) on 
      investments .......            685            ---             
27 
                                  ------         ------           
- ---- 
      Net increase 
       in net assets 
       resulting from 
       operations  ......         $1,029         $2,230           
$267 
                                  ======         ======           
==== 
 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF OPERATIONS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(In Thousands) 
 
                                    Bond    High Income 
                               Portfolio      Portfolio 
                           -------------  ------------- 
Investment Income 
 Income (Note 1B): 
   Interest and 
    amortization ........         $7,000        $11,649 
   Dividends ............            ---            261 
                                  ------        ------- 
    Total income  .......          7,000         11,910 
                                  ------        ------- 
 Expenses (Note 2): 
   Investment management 
    fee  ................            548            801 
   Service fee ..........             91            101 
   Accounting services 
    fee  ................             40             40 
   Custodian fees .......              7              8 
   Audit fees ...........              6              7 
   Legal fees ...........              2              2 
   Other ................              6              7 
                                  ------        ------- 
    Total expenses  .....            700            966 
                                  ------        ------- 
      Net investment 
       income  ..........          6,300         10,944 
                                  ------        ------- 
Realized and Unrealized Gain (Loss) 
 on Investments (Notes 1 and 3) 
 Realized net gain (loss) 
   on securities ........            783           (338) 
 Realized net gain (loss) 
   on foreign currency 
   transactions .........            ---            --- 
 Realized net gain on forward 
   currency contracts ...            ---            --- 
 Realized net gain on 
   options ..............            ---            --- 
                                  ------        ------- 
   Realized net gain (loss) 
    on investments  .....            783           (338) 
 Unrealized appreciation 
   (depreciation) in value 
   of investments during 
   the period ...........            369         (8,207) 
                                  ------        ------- 
    Net gain (loss) on 
      investments .......          1,152         (8,545) 
                                  ------        ------- 
      Net increase 
       in net assets 
       resulting from 
       operations  ......         $7,452        $ 2,399 
                                  ======        ======= 
 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(Dollars In Thousands)                                     
Science and 
                                  Growth         Income     
Technology 
                               Portfolio      Portfolio      
Portfolio 
                             -----------    -----------    -
- ---------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income   ............        $ 3,876       $  9,832        
$    13 
   Realized net gain (loss) 
    on investments  .....         24,895        110,690            
624 
   Unrealized appreciation 
    (depreciation)  .....        146,953         16,851          
7,947 
                                --------       --------        
- ------- 
    Net increase 
      in net assets 
      resulting from 
      operations.........        175,724        137,373          
8,584 
                                --------       --------        
- ------- 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............         (3,904)        (9,799)           
(13) 
   From realized gains on 
    security transactions        (24,867)      (110,723)          
(624) 
   In excess of realized 
    capital gains  ......            ---            ---            
- --- 
                                --------       --------        
- ------- 
                                 (28,771)      (120,522)          
(637) 
                                --------       --------        
- ------- 
 Capital share 
   transactions** .......         38,803        157,579         
16,441 
                                --------       --------        
- ------- 
      Total increase ....        185,756        174,430         
24,388 
Net Assets 
 Beginning of period  ...        639,359        636,904         
10,207 
                                --------       --------        
- ------- 
 End of period  .........       $825,115       $811,334        
$34,595 
                                ========       ========        
======= 
   Undistributed net investment 
    income  .............           $---           $---           
$--- 
                                    ====           ====           
==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............     10,496,688      9,126,482      
2,834,669 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........      3,093,937      9,770,626         
76,928 
Shares redeemed .........     (9,340,560)    (6,368,869)      
(499,069) 
                               ---------      ---------      
- --------- 
Increase in 
 outstanding capital 
 shares .................      4,250,065     12,528,239      
2,412,528 
                               =========     ==========      
========= 
Value issued from sale 
 of shares  .............        $88,088       $122,003        
$19,146 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........         28,771        120,522            
637 
Value redeemed ..........        (78,056)       (84,946)        
(3,342) 
                                 -------       --------        
- ------- 
Increase in 
 outstanding capital  ...        $38,803       $157,579        
$16,441 
                                 =======       ========        
======= 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(Dollars In Thousands) 
                           International      Small Cap       
Balanced 
                               Portfolio      Portfolio      
Portfolio 
                             -----------    -----------    -
- ---------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............        $   814       $  1,558        
$ 2,337 
   Realized net gain (loss) 
    on investments  .....         13,612         23,232            
758 
   Unrealized appreciation 
    (depreciation)  .....         25,132         (8,246)         
3,437 
                                --------       --------        
- ------- 
    Net increase 
      in net assets 
      resulting from 
      operations.........         39,558         16,544          
6,532 
                                --------       --------        
- ------- 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............           (698)        (1,558)        
(2,334) 
   From realized gains on 
    security transactions        (13,728)       (23,232)          
(761) 
   In excess of realized 
    capital gains  ......            ---         (1,288)           
- --- 
                                --------       --------        
- ------- 
                                 (14,426)       (26,078)        
(3,095) 
                                --------       --------        
- ------- 
 Capital share 
   transactions** .......         29,198         41,865         
21,024 
                                --------       --------        
- ------- 
      Total increase ....         54,330         32,331         
24,461 
Net Assets 
 Beginning of period  ...        114,631        148,238         
67,759 
                                --------       --------        
- ------- 
 End of period  .........       $168,961       $180,569        
$92,220 
                                ========       ========        
======= 
   Undistributed net investment 
    income  .............           $---           $---           
$--- 
                                    ====           ====           
==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............      3,799,283      3,802,845      
3,612,259 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........      1,845,305      3,300,299        
435,475 
Shares redeemed .........     (1,986,996)    (2,044,217)    
(1,084,517) 
                               ---------      ---------      
- --------- 
Increase in 
 outstanding capital 
 shares .................      3,657,592      5,058,927      
2,963,217 
                               =========      =========      
========= 
Value issued from sale 
 of shares  .............        $30,196        $33,860        
$25,583 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........         14,426         26,079          
3,095 
Value redeemed ..........        (15,424)       (18,074)        
(7,654) 
                                 -------        -------         
- ------ 
Increase in 
 outstanding capital  ...        $29,198        $41,865        
$21,024 
                                 =======        =======        
======= 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(Dollars In Thousands) 
                          Asset Strategy   Money Market   
Limited-Term 
                               Portfolio      Portfolio Bond 
Portfolio 
                          --------------    -----------    -
- ---------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............         $  344        $ 2,230         
$  240 
   Realized net gain (loss) 
    on investments  .....            460            ---              
9 
   Unrealized appreciation 
    (depreciation)  .....            225            ---             
18 
                                 -------        -------         
- ------ 
    Net increase 
      in net assets 
      resulting from 
      operations.........          1,029          2,230            
267 
                                 -------        -------         
- ------ 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............           (342)        (2,230)          
(240) 
   From realized gains on 
    security transactions           (462)           ---             
(9) 
   In excess of realized 
    capital gains  ......            ---            ---            
- --- 
                                 -------        -------         
- ------ 
                                    (804)        (2,230)          
(249) 
                                 -------        -------         
- ------ 
 Capital share 
   transactions** .......          4,055         10,723            
249 
                                 -------        -------         
- ------ 
      Total increase ....          4,280         10,723            
267 
Net Assets 
 Beginning of period  ...          9,810         43,300          
4,252 
                                 -------        -------         
- ------ 
 End of period  .........        $14,090        $54,023         
$4,519 
                                 =======        =======         
====== 
   Undistributed net investment 
    income  .............           $---           $---           
$--- 
                                    ====           ====           
==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............        782,664    261,149,946        
376,497 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........        149,309      2,230,118         
47,562 
Shares redeemed .........       (203,962)  (252,657,467)      
(379,449) 
                                 -------    -----------        
- ------- 
Increase in 
 outstanding capital 
 shares .................        728,011     10,722,597         
44,610 
                                 =======    ===========        
======= 
Value issued from sale 
 of shares  .............         $4,385       $261,150         
$2,035 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........            804          2,230            
249 
Value redeemed ..........         (1,134)      (252,657)        
(2,035) 
                                  ------       --------         
- ------ 
Increase in 
 outstanding capital  ...         $4,055       $ 10,723         
$  249 
                                  ======       ========         
====== 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Fiscal Year Ended DECEMBER 31, 1998 
(Dollars In Thousands) 
                                    Bond    High Income 
                               Portfolio      Portfolio 
                             -----------    ----------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............         $6,300        $10,944 
   Realized net gain (loss) 
    on investments  .....            783           (338) 
   Unrealized appreciation 
    (depreciation)  .....            369         (8,207) 
                                --------       -------- 
    Net increase 
      in net assets 
      resulting from 
      operations.........          7,452          2,399 
                                --------       -------- 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............         (6,300)       (10,944) 
   From realized gains on 
    security transactions            ---            --- 
   In excess of realized 
    capital gains  ......            ---            --- 
                                --------       -------- 
                                  (6,300)       (10,944) 
                                --------       -------- 
 Capital share 
   transactions** .......         13,655         15,374 
                                --------       -------- 
      Total increase ....         14,807          6,829 
Net Assets 
 Beginning of period  ...         99,489        119,524 
                                --------       -------- 
 End of period  .........       $114,296       $126,353 
                                ========       ======== 
   Undistributed net investment 
    income  .............           $---           $--- 
                                    ====           ==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............      4,065,889      4,966,466 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........      1,156,993      2,479,124 
Shares redeemed .........     (2,764,025)    (4,037,179) 
                               ---------      --------- 
Increase in 
 outstanding capital 
 shares .................      2,458,857      3,408,411 
                               =========      ========= 
Value issued from sale 
 of shares  .............        $22,739        $24,022 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........          6,300         10,944 
Value redeemed ..........        (15,384)       (19,592) 
                                 -------        ------- 
Increase in 
 outstanding capital  ...        $13,655        $15,374 
                                 =======        ======= 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Period Ended DECEMBER 31, 1997 
(Dollars In Thousands)                                     
Science and 
                                  Growth         Income     
Technology 
                               Portfolio      Portfolio      
Portfolio 
                             -----------    -----------    -
- ---------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............       $  4,445       $  4,562        
$    25 
   Realized net gain 
    on investments  .....         48,713         36,631             
43 
   Unrealized 
    appreciation  .......         58,034         84,102            
242 
                                --------       --------        
- ------- 
    Net increase 
      in net assets 
      resulting from 
      operations.........        111,192        125,295            
310 
                                --------       --------        
- ------- 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............         (4,415)        (4,556)           
(25) 
   From realized gains on 
    security transactions        (48,744)       (36,637)           
(43) 
                                --------       --------        
- ------- 
                                 (53,159)       (41,193)           
(68) 
                                --------       --------        
- ------- 
 Capital share 
   transactions** .......         68,163         90,411          
9,965 
                                --------       --------        
- ------- 
      Total increase ....        126,196        174,513         
10,207 
Net Assets 
 Beginning of period  ...        513,163        462,391            
- --- 
                                --------       --------        
- ------- 
 End of period  .........       $639,359       $636,904        
$10,207 
                                ========       ========        
======= 
   Undistributed net 
    investment income  ..           $---           $---           
$--- 
                                    ====           ====           
==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............      8,757,287      8,155,958      
1,872,760 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........      7,024,201      3,443,827         
11,856 
Shares redeemed .........     (6,800,077)    (3,966,432)      
(116,416) 
                               ---------      ---------      
- --------- 
Increase in outstanding 
 capital shares .........      8,981,411      7,633,353      
1,768,200 
                               =========      =========      
========= 
Value issued from sale 
 of shares  .............        $68,063        $96,368        
$10,542 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........         53,159         41,193             
68 
Value redeemed ..........        (53,059)       (47,150)          
(645) 
                                 -------        -------         
- ------ 
Increase in 
 outstanding capital  ...        $68,163        $90,411         
$9,965 
                                 =======        =======         
====== 
 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Period Ended DECEMBER 31, 1997 
(Dollars In Thousands) 
                           International      Small Cap       
Balanced 
                               Portfolio      Portfolio      
Portfolio 
                             -----------    -----------    -
- ---------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............       $    798       $    390        
$ 1,665 
   Realized net gain 
    on investments  .....         10,548         30,677          
3,626 
   Unrealized 
    appreciation  .......          3,439          2,772          
3,878 
                                --------       --------        
- ------- 
    Net increase 
      in net assets 
      resulting from 
      operations.........         14,785         33,839          
9,169 
                                --------       --------        
- ------- 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............           (759)          (396)        
(1,665) 
   From realized gains on 
    security transactions         (9,339)       (30,671)        
(3,626) 
                                --------       --------        
- ------- 
                                 (10,098)       (31,067)        
(5,291) 
                                --------       --------        
- ------- 
 Capital share 
   transactions** .......         30,095         48,058         
21,454 
                                --------       --------        
- ------- 
      Total increase ....         34,782         50,830         
25,332 
Net Assets 
 Beginning of period  ...         79,849         97,408         
42,427 
                                --------       --------        
- ------- 
 End of period  .........       $114,631       $148,238        
$67,759 
                                ========       ========        
======= 
   Undistributed net 
    investment income  ..           $---           $---           
$--- 
                                    ====           ====           
==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............      4,424,820      3,274,112      
3,058,976 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........      1,581,672      3,728,844        
781,696 
Shares redeemed .........     (1,361,494)    (1,359,852)      
(676,618) 
                               ---------      ---------      
- --------- 
Increase in outstanding 
 capital shares .........      4,644,998      5,643,104      
3,164,054 
                               =========      =========      
========= 
Value issued from sale 
 of shares  .............        $29,101        $29,240        
$20,762 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........         10,098         31,067          
5,291 
Value redeemed ..........         (9,104)       (12,249)        
(4,599) 
                                 -------        -------        
- ------- 
Increase in 
 outstanding capital  ...        $30,095        $48,058        
$21,454 
                                 =======        =======        
======= 
 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Period Ended DECEMBER 31, 1997 
(Dollars In Thousands) 
                          Asset Strategy   Money Market   
Limited-Term 
                               Portfolio      Portfolio Bond 
Portfolio 
                          --------------    -----------    -
- ---------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............         $  321        $ 1,952         
$  238 
   Realized net gain 
    on investments  .....            826            ---             
16 
   Unrealized 
    appreciation  .......             31            ---             
17 
                                  ------        -------         
- ------ 
    Net increase 
      in net assets 
      resulting from 
      operations.........          1,178          1,952            
271 
                                  ------        -------         
- ------ 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............           (321)        (1,952)          
(238) 
   From realized gains on 
    security transactions           (779)           ---            
(16) 
                                  ------        -------         
- ------ 
                                  (1,100)        (1,952)          
(254) 
                                  ------        -------         
- ------ 
 Capital share 
   transactions** .......          1,258          6,042            
520 
                                  ------        -------         
- ------ 
      Total increase  ...          1,336          6,042            
537 
Net Assets 
 Beginning of period  ...          8,474         37,258          
3,715 
                                  ------        -------         
- ------ 
 End of period  .........         $9,810        $43,300         
$4,252 
                                  ======        =======         
====== 
   Undistributed net 
    investment income  ..           $---           $---           
$--- 
                                    ====           ====           
==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............        282,151    208,969,939        
161,256 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........        211,668      1,952,260         
48,888 
Shares redeemed .........       (256,770)  (204,879,652)      
(110,075) 
                               ---------   ------------       
- -------- 
Increase in outstanding 
 capital shares .........        237,049      6,042,547        
100,069 
                               =========   ============       
======== 
Value issued from sale 
 of shares  .............         $1,517       $208,970           
$857 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........          1,100          1,952            
254 
Value redeemed ..........         (1,359)      (204,880)          
(591) 
                                 -------       --------           
- ---- 
Increase in 
 outstanding capital  ...         $1,258       $  6,042           
$520 
                                 =======       ========           
==== 
 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
For the Period Ended DECEMBER 31, 1997 
(Dollars In Thousands) 
                                    Bond    High Income 
                               Portfolio      Portfolio 
                             -----------    ----------- 
Increase in Net Assets 
 Operations: 
   Net investment 
    income  .............        $ 5,928       $  9,390 
   Realized net gain 
    on investments  .....            431          1,777 
   Unrealized 
    appreciation  .......          2,382          2,903 
                                --------       -------- 
    Net increase 
      in net assets 
      resulting from 
      operations.........          8,741         14,070 
                                --------       -------- 
 Dividends to shareholders (Note 1E):* 
   From net investment 
    income  .............         (5,928)        (9,390) 
   From realized gains on 
    security transactions            ---         (1,539) 
                                --------       -------- 
                                  (5,928)       (10,929) 
                                --------       -------- 
 Capital share 
   transactions** .......          4,309         18,977 
                                --------       -------- 
      Total increase ....          7,122         22,118 
Net Assets 
 Beginning of period  ...         92,367         97,406 
                                --------       -------- 
 End of period  .........        $99,489       $119,524 
                                ========       ======== 
   Undistributed net 
    investment income  ..           $---           $--- 
                                    ====           ==== 
                *See "Financial Highlights" on pages 157 - 
167. 
**Shares issued from sale 
 of shares  .............      2,087,123      4,093,165 
Shares issued from reinvest- 
 ment of dividends and/or 
 distributions  .........      1,104,169      2,305,606 
Shares redeemed .........     (2,421,031)    (2,474,500) 
                               ---------      --------- 
Increase in outstanding 
 capital shares .........        770,261      3,924,271 
                               =========      ========= 
Value issued from sale 
 of shares  .............        $11,323        $20,075 
Value issued from reinvest- 
 ment of dividends and/or 
 distributions  .........          5,928         10,929 
Value redeemed ..........        (12,942)       (12,027) 
                                ---a----        ------- 
Increase in 
 outstanding capital  ...        $ 4,309        $18,977 
                                 =======        ======= 
 
 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE GROWTH PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                                For the fiscal year ended 
December 31, 
                               -----------------------------
- ------------ 
                                 1998     1997     1996    
1995   1994 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 beginning of 
 period  ...........           $7.5679 $6.7967  $6.8260 
$5.8986  $6.1962 
                               ------- -------  ------- ----
- ---  ------- 
Income from investment 
 operations: 
 Net investment 
   income ..........            0.0456  0.0574   0.0990  
0.0903   0.1211 
 Net realized and 
   unrealized gain 
   on investments ..            2.0215  1.4003   0.7478  
2.1842   0.0268 
                               ------- -------  ------- ----
- ---  ------- 
Total from investment 
 operations  .......            2.0671  1.4577   0.8468  
2.2745   0.1479 
                               ------- -------  ------- ----
- ---  ------- 
Less distributions: 
 From net 
   investment 
   income ..........           (0.0456)(0.0570) 
(0.0990)(0.0903) (0.1211) 
 From capital 
   gains ...........           (0.2905)(0.6295) 
(0.7771)(1.2568) (0.3244) 
                               ------- -------  ------- ----
- ---  ------- 
Total distributions.           (0.3361)(0.6865) 
(0.8761)(1.3471) (0.4455) 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 end of period  ....           $9.2989 $7.5679  $6.7967 
$6.8260  $5.8986 
                               ======= =======  ======= 
=======  ======= 
Total return .......           27.31%  21.45%   12.40%  
38.57%    2.39% 
Net assets, end of 
 period (in 
 millions)  ........            $825    $639     $513    
$419     $277 
Ratio of expenses 
 to average net 
 assets ............            0.80%   0.72%    0.73%   
0.75%    0.77% 
Ratio of net investment 
 income to average 
 net assets  .......            0.55%   0.75%    1.44%   
1.35%    2.07% 
Portfolio turnover 
 rate  .............           75.58% 162.41%  243.00% 
245.80%  277.36% 
 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE INCOME PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                                For the fiscal year ended 
December 31, 
                               -----------------------------
- ------------ 
                                 1998     1997     1996    
1995   1994 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 beginning of 
 period  ...........          $11.9615$10.1373 $ 8.6756 
$6.7689  $6.9180 
                              ---------------- -------- ----
- ---  ------- 
Income from investment 
 operations: 
 Net investment 
   income ..........            0.1752  0.0916   0.0856  
0.0839   0.0703 
 Net realized and 
   unrealized gain (loss) 
   on investments ..            2.3532  2.5598   1.6280  
2.0525  (0.1491) 
                              ---------------- -------- ----
- ---  ------- 
Total from investment 
 operations  .......            2.5284  2.6514   1.7136  
2.1364  (0.0788) 
                              ---------------- -------- ----
- ---  ------- 
Less distributions: 
 From net investment 
   income ..........           (0.1752)(0.0915) 
(0.0856)(0.0839) (0.0703) 
 From capital gains            (1.9796)(0.7357) 
(0.1663)(0.1457) (0.0000) 
 In excess of 
   capital gains ...           (0.0000)(0.0000) 
(0.0000)(0.0001) (0.0000) 
                              ---------------- -------- ----
- ---  ------- 
Total distributions.           (2.1548)(0.8272) 
(0.2519)(0.2297) (0.0703) 
                              ---------------- -------- ----
- ---  ------- 
Net asset value, 
 end of period  ....          $12.3351$11.9615 $10.1373 
$8.6756  $6.7689 
                              ================ ======== 
=======  ======= 
Total return........           21.14%  26.16%   19.75%  
31.56%   -1.14% 
Net assets, end of 
 period (in 
 millions)  ........            $811    $637     $462    
$331     $219 
Ratio of expenses 
 to average net 
 assets ............            0.80%   0.72%    0.73%   
0.77%    0.77% 
Ratio of net investment 
 income to average 
 net assets  .......            1.35%   0.80%    0.97%   
1.13%    1.16% 
Portfolio turnover 
 rate  .............           62.84%  36.61%   22.95%  
15.00%   23.32% 
 
 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE SCIENCE AND TECHNOLOGY PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                      For the 
                       fiscal          For the 
                         year           period 
                        ended            ended 
                     12/31/98         12/31/97* 
                   ----------         ---------- 
Net asset value, 
 beginning of 
 period  ...........  $5.7726          $5.0000 
                      -------          ------- 
Income from investment operations: 
 Net investment 
   income ..........   0.0032           0.0146 
 Net realized and 
   unrealized gain 
   on investments ..   2.6551           0.7971 
                      -------          ------- 
Total from investment 
 operations  .......   2.6583           0.8117 
                      -------          ------- 
Less distributions: 
 From net investment 
   income ..........  (0.0032)         (0.0146) 
 From capital gains   (0.1527)         (0.0245) 
                      -------          ------- 
Total distributions   (0.1559)         (0.0391) 
                      -------          ------- 
Net asset value, 
 end of period  ....  $8.2750          $5.7726 
                      =======          ======= 
Total return........  46.05%           16.24% 
Net assets, end of 
 period (in 
 millions)  ........    $35              $10 
Ratio of expenses 
 to average net 
 assets ............   0.92%            0.94% 
Ratio of net investment 
 income to average 
 net assets  .......   0.07%            0.64% 
Portfolio turnover 
 rate  .............  64.72%           15.63% 
 
  *The Science and Technology Portfolio's inception date is 
March 13, 1997; 
   however, since this Portfolio did not have any investment 
activity or incur 
   expenses prior to the date of initial offering, the per 
share information is 
   for a capital share outstanding for the period from April 
4, 1997 (initial 
   offering) through December 31, 1997. Ratios have been 
annualized. 
                          See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE INTERNATIONAL PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
                         For the fiscal year ended             
For the 
                                 December 31,                   
period 
                      ---------------------------------          
ended 
                        1998    1997     1996    1995          
12/31/94* 
                      ------   ------  ------- --------        
- ---------- 
Net asset value, 
 beginning of 
 period  ...........  $6.3842  $5.9990 $5.2790  $4.9926          
$5.0000 
                      -------  ------- -------  -------          
- ------- 
Income from investment operations: 
 Net investment 
   income ..........   0.0353   0.0485  0.0644   0.0846           
0.0207 
 Net realized and 
   unrealized gain (loss) 
   on investments...   2.1283   0.9534  0.7329   0.2790          
(0.0074) 
                      -------  ------- -------  -------          
- ------- 
Total from investment 
 operations  .......   2.1636   1.0019  0.7973   0.3636           
0.0133 
                      -------  ------- -------  -------          
- ------- 
Less distributions: 
 From net investment 
   income ..........  (0.0353) (0.0463)(0.0644) (0.0772)         
(0.0207) 
 From capital gains   (0.6949) (0.5704)(0.0129) (0.0000)         
(0.0000) 
                      -------  ------- -------  -------          
- ------- 
Total distributions.  (0.7302) (0.6167)(0.0773) (0.0772)         
(0.0207) 
                      -------  ------- -------  -------          
- ------- 
Net asset value, 
 end of period  ....  $7.8176  $6.3842 $5.9990  $5.2790          
$4.9926 
                      =======  ======= =======  =======          
======= 
Total return........  33.89%   16.70%  15.11%    7.28%            
0.26% 
Net assets, end of 
 period (in 
 millions)  ........   $169     $115     $80      $50              
$26 
Ratio of expenses 
 to average net 
 assets ............   1.02%    0.98%   1.00%    1.02%            
1.26% 
Ratio of net investment 
 income to average 
 net assets  .......   0.47%    0.79%   1.42%    1.99%            
1.36% 
Portfolio turnover 
 rate  .............  88.84%  117.37%  75.01%   34.93%           
23.23% 
 *The International Portfolio's inception date is April 28, 
1994; however, 
  since this Portfolio did not have any investment activity 
or incur expenses 
  prior to the date of initial offering, the per share 
information is for a 
  capital share outstanding for the period from May 3, 1994 
(initial offering) 
  through December 31, 1994. Ratios and the portfolio 
turnover rate have been 
  annualized. 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE SMALL CAP PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                         For the fiscal year ended             
For the 
                                 December 31,                   
period 
                     ----------------------------------          
ended 
                        1998     1997     1996     1995        
12/31/94* 
                     -------  ------- -------- --------        
- ---------- 
Net asset value, 
 beginning of 
 period  ...........  $8.3316  $8.0176 $7.6932  $5.9918          
$5.0000 
                      -------  ------- -------  -------          
- ------- 
Income from investment 
 operations: 
 Net investment 
   income ..........   0.0798   0.0279  0.0170   0.0900           
0.0376 
 Net realized and 
   unrealized gain 
   on investments ..   0.8255   2.5004  0.6367   1.8470           
1.0086 
                      -------  ------- -------  -------          
- ------- 
Total from investment 
 operations  .......   0.9053   2.5283  0.6537   1.9370           
1.0462 
                      -------  ------- -------  -------          
- ------- 
Less distributions: 
 From net investment 
   income ..........  (0.0798) (0.0282)(0.0170) (0.0900)         
(0.0376) 
 From capital gains   (1.2027) (2.1861)(0.3123) (0.1456)         
(0.0168) 
 In excess of realized 
   capital gains ...  (0.0525) (0.0000)(0.0000) (0.0000)         
(0.0000) 
                      -------  ------- -------  -------          
- ------- 
Total distributions   (1.3350) (2.2143)(0.3293) (0.2356)         
(0.0544) 
                      -------  ------- -------  -------          
- ------- 
Net asset value, 
 end of period  ....  $7.9019  $8.3316 $8.0176  $7.6932          
$5.9918 
                      =======  ======= =======  =======          
======= 
Total return........  10.87%   31.53%   8.50%   32.32%           
20.92% 
Net assets, end of 
 period (in 
 millions)  ........   $181     $148     $97      $56              
$16 
Ratio of expenses 
 to average net 
 assets ............   0.97%    0.90%   0.91%    0.96%            
1.08% 
Ratio of net investment 
 income to average 
 net assets  .......   0.94%    0.32%   0.25%    1.77%            
2.35% 
Portfolio turnover 
 rate  ............. 177.32%  211.46% 133.77%   43.27%           
21.61% 
 
 *The Small Cap Portfolio's inception date is April 28, 
1994; however, since 
  this Portfolio did not have any investment activity or 
incur expenses prior 
  to the date of initial offering, the per share information 
is for a capital 
  share outstanding for the period from May 3, 1994 (initial 
offering) through 
  December 31, 1994. Ratios and the portfolio turnover rate 
have been 
  annualized. 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE BALANCED PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                         For the  fiscal year ended            
For the 
                                December 31,                    
period 
                    -----------------------------------          
ended 
                        1998     1997     1996     1995        
12/31/94* 
                    -------- -------- -------- --------        
- ---------- 
Net asset value, 
 beginning of 
 period  ...........  $6.7686  $6.1967 $5.9000  $4.9359          
$5.0000 
                      -------  ------- -------  -------          
- ------- 
Income from investment operations: 
 Net investment 
   income ..........   0.1865   0.1805  0.1594   0.1333           
0.0460 
 Net realized and 
   unrealized gain (loss) 
   on investments ..   0.4003   0.9650  0.5003   1.0611          
(0.0641) 
                      -------  ------- -------  -------          
- ------- 
Total from investment 
 operations  .......   0.5868   1.1455  0.6597   1.1944          
(0.0181) 
                      -------  ------- -------  -------          
- ------- 
Less distributions: 
 From net investment 
   income ..........  (0.1865) (0.1805)(0.1594) (0.1333)         
(0.0460) 
 From capital gains   (0.0608) (0.3931)(0.2036) (0.0970)         
(0.0000) 
                      -------  ------- -------  -------          
- ------- 
Total distributions   (0.2473) (0.5736)(0.3630) (0.2303)         
(0.0460) 
                      -------  ------- -------  -------          
- ------- 
Net asset value, 
 end of period  ....  $7.1081  $6.7686 $6.1967  $5.9000          
$4.9359 
                      =======  ======= =======  =======          
======= 
Total return........   8.67%   18.49%  11.19%   24.19%           
- -0.37% 
Net assets, end of period 
 (in millions)  ....    $92      $68     $42      $24               
$9 
Ratio of expenses 
 to average net 
 assets ............   0.74%    0.67%   0.70%    0.72%            
0.95% 
Ratio of net investment 
 income to average 
 net assets  .......   2.92%    3.06%   3.18%    3.22%            
3.14% 
Portfolio turnover 
 rate  .............  54.62%   55.66%  44.23%   62.87%           
19.74% 
 
 *The Balanced Portfolio's inception date is April 28, 1994; 
however, since 
  this Portfolio did not have any investment activity or 
incur expenses prior 
  to the date of initial offering, the per share information 
is for a capital 
  share outstanding for the period from May 3, 1994 (initial 
offering) through 
  December 31, 1994. Ratios and the portfolio turnover rate 
have been 
  annualized. 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE ASSET STRATEGY PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
                         For the fiscal year            For 
the 
                          ended December 31,             
period 
                     -------------------------            
ended 
                        1998     1997     1996         
12/31/95* 
                     -------  ------- --------         -----
- ---- 
Net asset value, 
 beginning of 
 period  ...........  $5.1969  $5.1343 $5.0137          
$5.0000 
                      -------  ------- -------          ----
- --- 
Income from investment operations: 
 Net investment 
   income ..........   0.1391   0.1915  0.1814           
0.0717 
 Net realized and 
   unrealized gain 
   on investments ..   0.3779   0.5277  0.1206           
0.0193 
                      -------  ------- -------          ----
- --- 
Total from investment 
 operations  .......   0.5170   0.7192  0.3020           
0.0910 
                      -------  ------- -------          ----
- --- 
Less distributions: 
 From net investment 
   income ..........  (0.1391) (0.1919)(0.1814)         
(0.0713) 
 From capital gains   (0.1880) (0.4647)(0.0000)         
(0.0060) 
                      -------  ------- -------          ----
- --- 
Total distributions   (0.3271) (0.6566)(0.1814)         
(0.0773) 
                      -------  ------- -------          ----
- --- 
Net asset value, 
 end of period  ....  $5.3868  $5.1969 $5.1343          
$5.0137 
                      =======  ======= =======          
======= 
Total return........   9.95%   14.01%   6.05%            
1.80% 
Net assets, end of 
 period (in 
 millions)  ........    $14      $10      $8               
$4 
Ratio of expenses 
 to average net 
 assets ............   1.07%    0.93%   0.93%            
0.91% 
Ratio of net investment 
 income to average 
 net assets  .......   2.97%    3.55%   3.92%            
4.42% 
Portfolio turnover 
 rate  ............. 189.02%  222.50%  49.92%          
149.17% 
  *The Asset Strategy Portfolio's inception date is February 
14, 1995; however, 
   since this Portfolio did not have any investment activity 
or incur expenses 
   prior to the date of initial offering, the per share 
information is for a 
   capital share outstanding for the period from May 1, 1995 
(initial offering) 
   through December 31, 1995. Ratios have been annualized. 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE MONEY MARKET PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                                For the fiscal year ended 
December 31, 
                               -----------------------------
- ------------ 
                                 1998     1997     1996    
1995   1994 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 beginning of 
 period  ...........           $1.000  $1.0000  $1.0000 
$1.0000  $1.0000 
                               ------- -------  ------- ----
- ---  ------- 
Net investment 
 income  ...........            0.0492  0.0503   0.0486  
0.0542   0.0368 
Less dividends 
 declared  .........           (0.0492)(0.0503) 
(0.0486)(0.0542) (0.0368) 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 end of period  ....           $1.0000 $1.0000  $1.0000 
$1.0000  $1.0000 
                               ======= =======  ======= 
=======  ======= 
Total return .......            5.04%   5.13%    5.01%   
5.56%    3.72% 
Net assets, end of 
 period (in 
 millions)  ........             $54     $43      $37     
$37      $31 
Ratio of expenses 
 to average net 
 assets ............            0.68%   0.58%    0.61%   
0.62%    0.65% 
Ratio of net investment 
 income to average 
 net assets  .......            4.90%   5.04%    4.87%   
5.42%    3.72% 
 
 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE LIMITED-TERM BOND PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                         For the fiscal year ended             
For the 
                                 December 31,                   
period 
                     ----------------------------------          
ended 
                        1998    1997     1996    1995          
12/31/94* 
                     -------  -------  -------  -------        
- ---------- 
Net asset value, 
 beginning of 
 period  ...........  $5.1882  $5.1639 $5.2521  $4.8611          
$5.0000 
                      -------  ------- -------  -------          
- ------- 
Income from investment 
 operations: 
 Net investment 
   income ..........   0.2935   0.3086  0.2842   0.2841           
0.1507 
 Net realized and 
   unrealized gain (loss) 
   on investments ..   0.0522   0.0451 (0.0870)  0.4122          
(0.1375) 
                      -------  ------- -------  -------          
- ------- 
Total from investment 
 operations  .......   0.3457   0.3537  0.1972   0.6963           
0.0132 
                      -------  ------- -------  -------          
- ------- 
Less distributions: 
 From net investment 
   income ..........  (0.2935) (0.3086)(0.2842) (0.2841)         
(0.1507) 
 From capital gains   (0.0112) (0.0208)(0.0012) (0.0212)         
(0.0014) 
                      -------  ------- -------  -------          
- ------- 
Total distributions   (0.3047) (0.3294)(0.2854) (0.3053)         
(0.1521) 
                      -------  ------- -------  -------          
- ------- 
Net asset value, 
 end of period  ....  $5.2292  $5.1882 $5.1639  $5.2521          
$4.8611 
                      =======  ======= =======  =======          
======= 
Total return........   6.66%    6.85%   3.79%   14.29%            
0.26% 
Net assets, end of 
 period (in 
 millions)  ........     $5       $4      $4       $3               
$2 
Ratio of expenses 
 to average net 
 assets ............   0.79%    0.73%   0.76%    0.71%            
0.93% 
Ratio of net investment 
 income to average 
 net assets  .......   5.65%    5.93%   5.92%    6.22%            
5.89% 
Portfolio turnover 
 rate  .............  47.11%   35.62%  15.81%   18.16%           
93.83% 
 
  *The Limited-Term Bond Portfolio's inception date is April 
28, 1994; however, 
   since this Portfolio did not have any investment activity 
or incur expenses 
   prior to the date of initial offering, the per share 
information is for a 
   capital share outstanding for the period from May 3, 1994 
(initial offering) 
   through December 31, 1994. Ratios and the portfolio 
turnover rate have been 
   annualized. 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE BOND PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                                For the fiscal year ended 
December 31, 
                               -----------------------------
- ------------ 
                                 1998     1997     1996    
1995   1994 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 beginning of 
 period  ...........           $5.3686 $5.2004  $5.3592 
$4.7393  $5.4045 
                               ------- -------  ------- ----
- ---  ------- 
Income from investment 
 operations: 
 Net investment 
   income ..........            0.3180  0.3400   0.3407  
0.3556   0.3507 
 Net realized and 
   unrealized gain 
   (loss) on 
   investments .....            0.0765  0.1682  (0.1588) 
0.6202  (0.6652) 
                               ------- -------  ------- ----
- ---  ------- 
Total from investment 
 operations  .......            0.3945  0.5082   0.1819  
0.9758  (0.3145) 
                               ------- -------  ------- ----
- ---  ------- 
Less distributions: 
 From net investment 
   income ..........           (0.3180)(0.3400) 
(0.3407)(0.3559) (0.3507) 
 From capital gains            (0.0000)(0.0000) 
(0.0000)(0.0000) (0.0000) 
                               ------- -------  ------- ----
- ---  ------- 
Total distributions.           (0.3180)(0.3400) 
(0.3407)(0.3559) (0.3507) 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 end of period  ....           $5.4451 $5.3686  $5.2004 
$5.3592  $4.7393 
                               ======= =======  ======= 
=======  ======= 
Total return .......            7.35%   9.77%    3.43%  
20.56%   -5.90% 
Net assets, end of 
 period (in 
 millions)  ........            $114     $99      $92     
$89      $74 
Ratio of expenses 
 to average net 
 assets ............            0.67%   0.58%    0.59%   
0.60%    0.62% 
Ratio of net investment 
 income to average 
 net assets  .......            5.99%   6.35%    6.39%   
6.73%    6.73% 
Portfolio turnover 
 rate  .............           32.75%  36.81%   64.02%  
71.17%  135.82% 
 
                       See notes to financial statements. 
 
<PAGE> 
FINANCIAL HIGHLIGHTS OF 
THE HIGH INCOME PORTFOLIO 
For a Share of Capital Stock Outstanding Throughout Each 
Period: 
 
                                For the fiscal year ended 
December 31, 
                               -----------------------------
- ------------ 
                                 1998     1997     1996    
1995   1994 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 beginning of 
 period  ...........           $4.7402 $4.5750  $4.4448 
$4.1118  $4.6373 
                               ------- -------  ------- ----
- ---  ------- 
Income from investment 
 operations: 
 Net investment 
   income ..........            0.4185  0.4098   0.4216  
0.4165   0.4106 
 Net realized and 
   unrealized gain 
   (loss) on 
   investments .....           (0.3259) 0.2324   0.1302  
0.3330  (0.5255) 
                               ------- -------  ------- ----
- ---  ------- 
Total from investment 
 operations  .......            0.0926  0.6422   0.5518  
0.7495  (0.1149) 
                               ------- -------  ------- ----
- ---  ------- 
Less distributions: 
 From net investment 
   income ..........           (0.4185)(0.4098) 
(0.4216)(0.4165) (0.4106) 
 From capital gains            (0.0000)(0.0672) 
(0.0000)(0.0000) (0.0000) 
                               ------- -------  ------- ----
- ---  ------- 
Total distributions            (0.4185)(0.4770) 
(0.4216)(0.4165) (0.4106) 
                               ------- -------  ------- ----
- ---  ------- 
Net asset value, 
 end of period  ....           $4.4143 $4.7402  $4.5750 
$4.4448  $4.1118 
                               ======= =======  ======= 
=======  ======= 
Total return .......            1.95%  14.04%   12.46%  
18.19%   -2.55% 
Net assets, end of 
 period (in 
 millions)  ........            $126    $120      $97     
$87      $73 
Ratio of expenses 
 to average net 
 assets ............            0.77%   0.70%    0.71%   
0.72%    0.74% 
Ratio of net investment 
 income to average 
 net assets  .......            8.76%   8.79%    9.10%   
9.25%    9.03% 
Portfolio turnover 
 rate  .............           63.64%  65.28%   58.91%  
41.78%   37.86% 
 
 
                       See notes to financial statements. 
 
<PAGE> 
TARGET/UNITED FUNDS, INC. 
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1998 
 
NOTE 1 -- Significant Accounting Policies 
 
     Target/United Funds, Inc. (the "Fund") is registered 
under the Investment 
Company Act of 1940 as a diversified, open-end management 
investment company. 
Capital stock is currently divided into the eleven classes 
that are designated 
the Growth Portfolio, the Income Portfolio, the Science and 
Technology 
Portfolio, the International Portfolio, the Small Cap 
Portfolio, the Balanced 
Portfolio, the Asset Strategy Portfolio, the Money Market 
Portfolio, the 
Limited-Term Bond Portfolio, the Bond Portfolio and the High 
Income Portfolio. 
The assets belonging to each Portfolio are held separately 
by the Custodian. 
The capital shares of each Portfolio represent a pro rata 
beneficial interest in 
the principal, net income, and realized and unrealized 
capital gains or losses 
of its respective investments and other assets.  The 
following is a summary of 
significant accounting policies consistently followed by the 
Fund in the 
preparation of its financial statements.  The policies are 
in conformity with 
generally accepted accounting principles. 
 
A.   Security valuation -- Each stock and convertible bond 
is valued at the 
     latest sale price thereof on the last business day of 
the fiscal period as 
     reported by the principal securities exchange on which 
the issue is traded 
     or, if no sale is reported for a stock, the average of 
the latest bid and 
     asked prices.  Bonds, other than convertible bonds, are 
valued using a 
     pricing system provided by a pricing service or dealer 
in bonds. 
     Convertible bonds are valued using this pricing system 
only on days when 
     there is no sale reported.  Stocks which are traded 
over-the-counter are 
     priced using the Nasdaq Stock Market, which provides 
information on bid and 
     asked prices quoted by major dealers in such stocks.  
Securities for which 
     quotations are not readily available are valued as 
determined in good faith 
     in accordance with procedures established by and under 
the general 
     supervision of the Fund's Board of Directors.  Short-
term debt securities 
     are valued at amortized cost, which approximates 
market. 
 
B.   Security transactions and related investment income -- 
Security 
     transactions are accounted for on the trade date (date 
the order to buy or 
     sell is executed).  Securities gains and losses are 
calculated on the 
     identified cost basis.  Original issue discount (as 
defined in the Internal 
     Revenue Code), premiums on the purchase of bonds and 
post-1984 market 
     discount are amortized for both financial and tax 
reporting purposes. 
     Dividend income is recorded on the ex-dividend date 
except that certain 
     dividends from foreign securities are recorded as soon 
as the Fund is 
     informed of the ex-dividend date.  Interest income is 
recorded on the 
     accrual basis.  For International Portfolio, dividend 
income is net of 
     foreign withholding taxes of $175,930.  See Note 3 -- 
Investment Securities 
     Transactions. 
 
C.   Foreign currency translations -- All assets and 
liabilities denominated in 
     foreign currencies are translated into U.S. dollars 
daily.  Purchases and 
     sales of investment securities and accruals of income 
and expenses are 
     translated at the rate of exchange prevailing on the 
date of the 
     transaction.  For assets and liabilities other than 
investments in 
     securities, net realized and unrealized gains and 
losses from foreign 
     currency translations arise from changes in currency 
exchange rates.  The 
     Fund combines fluctuations from currency exchange rates 
and fluctuations in 
     market value when computing net realized and unrealized 
gain or loss from 
     investments. 
 
D.   Federal income taxes -- It is the Fund's policy to 
distribute all of its 
     taxable income and capital gains to its shareholders 
and otherwise qualify 
     as a regulated investment company under the Internal 
Revenue Code. 
     Accordingly, provision has not been made for Federal 
income taxes.  See 
     Note 4 -- Federal Income Tax Matters. 
 
E.   Dividends and distributions -- Dividends and 
distributions to shareholders 
     are recorded by each Portfolio on the record date.  Net 
investment income 
     distributions and capital gains distributions are 
determined in accordance 
     with income tax regulations which may differ from 
generally accepted 
     accounting principles.  These differences are due to 
differing treatments 
     for items such as deferral of wash sales and post-
October losses, foreign 
     currency transactions, net operating losses and 
expiring capital loss 
     carryovers.  At December 31, 1998 the following amounts 
were reclassified: 
 
                  Increase/(Decrease) Increase/(Decrease)     
(Decrease) 
                      Accumulated         Accumulated      
Distributions 
                     Undistributed       Undistributed      
in Excess of 
                    Net Investment        Net Realized      
Net Realized 
Fund                    Income           Capital Gains             
Gains 
- ----             -------------------  -------------------  -
- ------------ 
Growth Portfolio        $ 27,648              $(27,648)              
- --- 
Income Portfolio         (33,184)               33,184               
- --- 
International Portfolio (115,574)              115,574               
- --- 
Small Cap Portfolio          ---             1,287,773        
(1,287,773) 
Balanced Portfolio        (3,126)                3,126               
- --- 
Asset Strategy Portfolio  (1,470)                1,470               
- --- 
 
     Net investment income, net realized gains and net 
assets were not affected 
by these changes. 
 
     The preparation of financial statements in accordance 
with generally 
accepted accounting principles requires management to make 
estimates and 
assumptions that affect the reported amounts and disclosures 
in the financial 
statements.  Actual results could differ from those 
estimates. 
 
NOTE 2 -- Investment Management And Payments To Affiliated 
Persons 
 
     The Fund pays a fee for investment management services.  
The fee is 
computed daily based on the net asset value at the close of 
business.  The fee 
consists of two elements: (i) a "Specific" fee computed on 
net asset value as of 
the close of business each day at the following annual 
rates:  Growth Portfolio 
- - .20% of net assets; Income Portfolio - .20% of net assets; 
Science and 
Technology Portfolio - .20% of net assets; International 
Portfolio - .30% of net 
assets; Small Cap Portfolio - .35% of net assets; Balanced 
Portfolio - .10% of 
net assets; Asset Strategy Portfolio - .30% of net assets; 
Money Market 
Portfolio - none; Limited-Term Bond Portfolio - .05% of net 
assets; Bond 
Portfolio - .03% of net assets; High Income Portfolio - .15% 
of net assets and 
(ii) a base fee computed each day on the combined net asset 
values of all of the 
Portfolios (approximately $2.4 billion of combined net 
assets at December 31, 
1998) and allocated among the Portfolios based on their 
relative net asset size 
at the annual rates of .51% of the first $750 million of 
combined net assets, 
 .49% on that amount between $750 million and $1.5 billion, 
 .47% between $1.5 
billion and $2.25 billion, and .45% of that amount over 
$2.25 billion.  The Fund 
accrues and pays this fee daily. 
 
     Pursuant to assignment of the Investment Management 
Agreement between the 
Fund and Waddell & Reed, Inc. ("W&R"), Waddell & Reed 
Investment Management 
Company ("WRIMCO"), a wholly owned subsidiary of W&R, serves 
as the Fund's 
investment manager. 
 
     The Fund has an Accounting Services Agreement with 
Waddell & Reed Services 
Company ("WARSCO"), a wholly owned subsidiary of W&R.  Under 
the agreement, 
WARSCO acts as the agent in providing accounting services 
and assistance to the 
Fund and pricing daily the value of shares of each 
Portfolio.  For these 
services, each Portfolio pays WARSCO a monthly fee of one-
twelfth of the annual 
fee shown in the following table. 
 
                            Accounting Services Fee 
                  Average 
               Net Asset Level                  Annual Fee 
          (all dollars in millions)    Rate for Each 
Portfolio 
          --------------------------   ---------------------
- -- 
          From $    0  to $   10                  $      0 
          From $   10  to $   25                  $ 10,000 
          From $   25  to $   50                  $ 20,000 
          From $   50  to $  100                  $ 30,000 
          From $  100  to $  200                  $ 40,000 
          From $  200  to $  350                  $ 50,000 
          From $  350  to $  550                  $ 60,000 
          From $  550  to $  750                  $ 70,000 
          From $  750  to $1,000                  $ 85,000 
               $1,000 and Over                    $100,000 
 
     The Fund has adopted a Service Plan pursuant to Rule 
12b-1 of the 1940 Act. 
Under the Plan, each Portfolio may pay monthly a fee to W&R 
in an amount not to 
exceed 0.25% of the Portfolio's average annual net assets.  
The fee is to be 
paid to compensate W&R for amounts it expends in connection 
with the provision 
of personal services to Policyowners and/or maintenance of 
Policyowner accounts. 
 
     The Fund paid Directors' fees of $72,525, which are 
included in other 
expenses. 
 
     W&R is a subsidiary of Waddell & Reed Financial, Inc., 
a holding company, 
and a direct subsidiary of Waddell & Reed Financial 
Services, Inc., a holding 
company. 
 
NOTE 3 -- Investment Security Transactions 
 
     Investment securities transactions for the fiscal year 
ended December 31, 
1998 are summarized as follows: 
 
                                                           
Science and 
                                    Growth        Income    
Technology 
                                 Portfolio     Portfolio     
Portfolio 
                               -----------     ---------     
- --------- 
Purchases of investment 
 securities, excluding short- 
 term and U.S. Government 
 securities                   $476,791,185  $237,925,019   
$19,808,170 
Purchases of U.S. Government 
 securities                            ---   136,656,960           
- --- 
Purchases of short-term 
 securities                  1,250,645,360 2,276,250,365   
228,136,999 
Proceeds from maturities 
 and sales of investment 
 securities, excluding 
 short-term and U.S. 
 Government securities         530,010,418   352,273,957    
10,013,335 
Proceeds from maturities 
 and sales of U.S. 
 Government securities                 ---           ---           
- --- 
Proceeds from maturities 
 and sales of short-term 
 securities                  1,196,672,399 2,259,978,909   
222,154,000 
 
                             International     Small Cap      
Balanced 
                                 Portfolio     Portfolio     
Portfolio 
                               -----------     ---------     
- --------- 
Purchases of investment 
 securities, excluding short- 
 term and U.S. Government 
 securities                   $130,746,866  $220,538,891   
$34,427,720 
Purchases of U.S. Government 
 securities                      6,261,211           ---    
13,231,252 
Purchases of short-term 
 securities                    262,482,238   644,702,927   
153,011,780 
Proceeds from maturities 
 and sales of investment 
 securities, excluding 
 short-term and U.S. 
 Government securities         117,226,815   213,364,417    
35,531,137 
Proceeds from maturities 
 and sales of U.S. 
 Government securities                 ---           ---     
1,129,836 
Proceeds from maturities 
 and sales of short-term 
 securities                    263,991,674   633,481,935   
145,464,288 
 
                                               Limited- 
                            Asset Strategy    Term Bond           
Bond 
                                 Portfolio    Portfolio      
Portfolio 
                               -----------    ---------      
- --------- 
Purchases of investment 
 securities, excluding short- 
 term and U.S. Government 
 securities                    $13,929,296    $1,534,073   
$21,548,650 
Purchases of U.S. Government 
 securities                     10,099,320       755,690    
24,955,370 
Purchases of short-term 
 securities                     23,580,639     3,542,835    
53,371,763 
Proceeds from maturities 
 and sales of investment 
 securities, excluding 
 short-term and U.S. 
 Government securities          13,995,144     1,307,435    
23,201,659 
Proceeds from maturities 
 and sales of U.S. 
 Government securities           4,128,600       551,557     
9,721,511 
Proceeds from maturities 
 and sales of short-term 
 securities                     25,708,753     3,706,000    
54,062,594 
 
                                      High 
                                    Income 
                                 Portfolio 
                               ----------- 
Purchases of investment 
 securities, excluding short- 
 term and U.S. Government 
 securities                   $ 85,236,731 
Purchases of U.S. Government 
 securities                      1,587,188 
Purchases of short-term 
 securities                    139,622,352 
Proceeds from maturities 
 and sales of investment 
 securities, excluding 
 short-term and U.S. 
 Government securities          72,365,479 
Proceeds from maturities 
 and sales of U.S. 
 Government securities           1,620,000 
Proceeds from maturities 
 and sales of short-term 
 securities                    139,611,655 
 
     For Federal income tax purposes, cost of investments 
owned at December 31, 
1998, and the related unrealized appreciation (depreciation) 
were as follows: 
 
                                                            
Aggregate 
                                                         
Appreciation 
                             
CostAppreciationDepreciation(Depreciation) 
                     ---------------------------------------
- --------- 
Growth Portfolio     
$589,582,053$238,711,983$(3,818,925)$234,893,058 
Income Portfolio      566,730,116 249,812,805 (8,357,361) 
241,455,444 
Science and Technology 
  Portfolio            26,379,416   9,210,580 (1,021,843)   
8,188,737 
International Portfolio132,878,064 46,648,783 (7,696,742)  
38,952,041 
Small Cap Portfolio   181,143,212  23,176,328(19,531,223)   
3,645,105 
Balanced Portfolio     80,420,547  12,635,895 (1,845,348)  
10,790,547 
Asset Strategy Portfolio13,724,620    668,732   (266,790)     
401,942 
Money Market Portfolio 54,165,176         ---        ---          
- --- 
Limited-Term Bond Portfolio4,386,981   64,100     (3,210)      
60,890 
Bond Portfolio        108,332,367   4,547,166   (229,268)   
4,317,898 
High Income Portfolio 126,589,037   3,794,911 (6,214,265)  
(2,419,354) 
 
NOTE 4 -- Federal Income Tax Matters 
 
     The Fund's income and expenses attributed to each 
Portfolio and the gains 
and losses on security transactions of each Portfolio have 
been attributed to 
that Portfolio for Federal income tax purposes as well as 
accounting purposes. 
For Federal income tax purposes, Growth, Income, Science and 
Technology, 
International, Balanced and Asset Strategy Portfolios 
realized capital gain net 
income of $24,740,928, $110,722,842, $623,709, $13,346,041, 
$761,232 and 
$474,359, respectively, during the year ended December 31, 
1998.  For Federal 
income tax purposes, Small Cap Portfolio realized capital 
gain net income of 
$24,172,355 for the year ended December 31, 1998, which 
included the effect of 
certain losses deferred into the next fiscal year, as well 
as the effect of 
losses recognized from the prior year (see discussion 
below).  For Federal 
income tax purposes, Limited-Term Bond Portfolio realized 
capital gain net 
income of $9,156 during the year ended December 31, 1998, 
which included the 
effect of certain losses deferred into the next fiscal year 
(see discussion 
below).  For Federal income tax purposes, High Income 
Portfolio realized capital 
losses of $65,442 for the year ended December 31, 1998, 
which included the 
effect of certain losses deferred into the next fiscal year 
(see discussion 
below).  For Federal income tax purposes, Bond Portfolio 
realized capital gains 
of $783,100 during the year ended December 31, 1998, which 
were entirely offset 
by capital loss carryovers.  In addition, prior year capital 
loss carryovers of 
Bond Portfolio aggregated $1,405,971 as of December 31, 
1998, and are available 
to offset future realized capital gain net income as 
follows:  $1,389,275 
through December 31, 2002, and $16,696 through December 31, 
2004.  The capital 
gain net income of Growth, Income, Science and Technology, 
International, Small 
Cap, Balanced, Asset Strategy and Limited-Term Bond 
Portfolios was paid to 
shareholders during the year ended December 31, 1998. 
 
     Internal Revenue Code regulations permit each Portfolio 
to defer into its 
next fiscal year net capital losses or net long-term capital 
losses incurred 
between each November 1 and the end of its fiscal year 
("post-October losses"). 
From November 1, 1998 through December 31, 1998, Small Cap, 
Limited-Term Bond 
and High Income Portfolios incurred net capital losses of 
$1,287,773, $211 and 
$273,055, respectively, which have been deferred to the 
fiscal year ending 
December 31, 1999.  In addition, during the year ended 
December 31, 1998, Small 
Cap Portfolio recognized post-October losses of $352,811 
that had been deferred 
from the year ended December 31, 1997. 
 
NOTE 5 -- Name Change 
 
     On August 21, 1998, a meeting of shareholders was held 
at which the name of 
the Fund was changed to Target/United Funds, Inc. effective 
August 31, 1998. 
 
<PAGE> 
INDEPENDENT AUDITORS' REPORT 
 
The Board of Directors and Shareholders, 
Target/United Funds, Inc.: 
 
We have audited the accompanying statements of assets and 
liabilities, including 
the schedules of investments, of Growth Portfolio, Income 
Portfolio, Science and 
Technology Portfolio, International Portfolio, Small Cap 
Portfolio, Balanced 
Portfolio, Asset Strategy Portfolio, Money Market Portfolio, 
Limited-Term Bond 
Portfolio, Bond Portfolio and High Income Portfolio 
(collectively the 
"Portfolios") comprising Target/United Funds, Inc. (formerly 
known as TMK/United 
Funds, Inc.), as of December 31, 1998, and the related 
statements of operations 
for the fiscal year then ended, the statements of changes in 
net assets for each 
of the two fiscal years in the period then ended, and the 
financial highlights 
for each of the five fiscal years in the period then ended.  
These financial 
statements and the financial highlights are the 
responsibility of the Funds' 
management.  Our responsibility is to express an opinion on 
these financial 
statements and the financial highlights based on our audits. 
 
We conducted our audits in accordance with generally 
accepted auditing 
standards.  Those standards require that we plan and perform 
the audit to obtain 
reasonable assurance about whether the financial statements 
and the financial 
highlights are free of material misstatement.  An audit 
includes examining, on a 
test basis, evidence supporting the amounts and disclosures 
in the financial 
statements.  Our procedures included confirmation of 
securities owned as of 
December 31, 1998, by correspondence with the custodian and 
brokers.  An audit 
also includes assessing the accounting principles used and 
significant estimates 
made by management, as well as evaluating the overall 
financial statement 
presentation.  We believe that our audits provide a 
reasonable basis for our 
opinion. 
 
In our opinion, the financial statements and financial 
highlights referred to 
above present fairly, in all material respects, the 
financial positions of each 
of the respective Portfolios of Target/United Funds, Inc. as 
of December 31, 
1998, the results of their operations for the fiscal year 
then ended, the 
changes in their net assets for each of the two fiscal years 
in the period then 
ended and the financial highlights for each of the five 
fiscal years in the 
period then ended, in conformity with generally accepted 
accounting principles. 
 
 
 
 
Deloitte & Touche LLP 
Kansas City, Missouri 
February 5, 1999



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