ALLIANCE VARIABLE PRODUCTS SERIES FUND INC, 497, 1997-11-17

ALLIANCE VARIABLE PRODUCTS SERIES FUND INC
497, 1997-11-17

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<PAGE>

This is filed pursuant to Rule 497(e).
File Nos. 33-18647 and 811-05398

<PAGE>

[LOGO OF ALLLIANCE CAPITAL APPEARS HERE]
ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC.

- -------------------------------------------------------------------------------
P.O. BOX 1520, SECAUCUS, NEW JERSEY 07096-1520
TOLL FREE (800) 221-5672
- -------------------------------------------------------------------------------
Alliance Variable Products Series Fund, Inc. (the "Fund") is an open-end se-
ries investment company designed to fund variable annuity contracts and vari-
able life insurance policies to be offered by the separate accounts of certain
life insurance companies. The Fund currently offers an opportunity to choose
among the separately managed pools of assets (the "Portfolios") described be-
low which have differing investment objectives and policies.

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A DIVERSIFIED SELECTION OF INVESTMENT ALTERNATIVES
- -------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO -- seeks safety of principal, maintenance of liquidity
and maximum current income by investing in a broadly diversified portfolio of
money market securities. An investment in the Money Market Portfolio is nei-
ther insured nor guaranteed by the U.S. Government. There can be no assurance
that the Portfolio will be able to maintain a stable net asset value of $1.00
per share, although it expects to do so.
PREMIER GROWTH PORTFOLIO -- seeks growth of capital rather than current in-
come. In pursuing its investment objective, the Premier Growth Portfolio will
employ aggressive investment policies. Since investments will be made based
upon their potential for capital appreciation, current income will be inciden-
tal to the objective of capital growth. The Portfolio is not intended for in-
vestors whose principal objective is assured income or preservation of capi-
tal.
GROWTH AND INCOME PORTFOLIO -- seeks to balance the objectives of reasonable
current income and reasonable opportunities for appreciation through invest-
ments primarily in dividend-paying common stocks of good quality.
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO -- seeks a high level of cur-
rent income consistent with preservation of capital by investing principally
in a portfolio of U.S. Government Securities and other high grade debt securi-
ties.
TOTAL RETURN PORTFOLIO -- seeks to achieve a high return through a combination
of current income and capital appreciation by investing in a diversified port-
folio of common and preferred stocks, senior corporate debt securities, and
U.S. Government and agency obligations, bonds and senior debt securities.
INTERNATIONAL PORTFOLIO -- seeks to obtain a total return on its assets from
long-term growth of capital and from income principally through a broad port-
folio of marketable securities of established non-United States companies (or
United States companies having their principal activities and interests out-
side the United States), companies participating in foreign economies with
prospects for growth, and foreign government securities.
SHORT-TERM MULTI-MARKET PORTFOLIO -- seeks the highest level of current in-
come, consistent with what the Fund's Adviser considers to be prudent invest-
ment risk, that is available from a portfolio of high-quality debt securities
having remaining maturities of not more than three years.
GLOBAL BOND PORTFOLIO -- seeks a high level of return from a combination of
current income and capital appreciation by investing in a globally diversified
portfolio of high quality debt securities denominated in the U.S. Dollar and a
range of foreign currencies.
(R) :This is a registered mark used under license from the owner, Alliance
Capital Management L.P.

- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS/May 1, 1997
Investors are advised to carefully read this Prospectus and to retain it for
future reference.
<PAGE>

NORTH AMERICAN GOVERNMENT INCOME PORTFOLIO -- seeks the highest level of cur-
rent income, consistent with what the Fund's Adviser considers to be prudent
investment risk, that is available from a portfolio of debt securities issued
or guaranteed by the governments of the United States, Canada and Mexico,
their political subdivisions (including Canadian Provinces but excluding the
States of the United States), agencies, instrumentalities or authorities. The
Portfolio seeks high current yields by investing in government securities de-
nominated in local currency and U.S. Dollars. Normally, the Portfolio expects
to maintain at least 25% of its assets in securities denominated in the U.S.
Dollar.
GLOBAL DOLLAR GOVERNMENT PORTFOLIO -- seeks a high level of current income
through investing substantially all of its assets in U.S. and non-U.S. fixed
income securities denominated only in U.S. Dollars. As a secondary objective,
the Portfolio seeks capital appreciation. Substantially all of the Portfolio's
assets will be invested in high yield, high risk securities that are low-rated
(i.e., below investment grade), or of comparable quality and unrated, and that
are considered to be predominately speculative as regards the issuer's capac-
ity to pay interest and repay principal.
UTILITY INCOME PORTFOLIO -- seeks current income and capital appreciation by
investing primarily in the equity and fixed-income securities of companies in
the "utilities industry." The Portfolio's investment objective and policies
are designed to take advantage of the characteristics and historical perfor-
mance of securities of utilities companies. The utilities industry consists of
companies engaged in the manufacture, production, generation, provision,
transmission, sale and distribution of gas, electric energy, and communica-
tions equipment and services, and in the provision of other utility or utili-
ty-related goods and services.
CONSERVATIVE INVESTORS PORTFOLIO -- seeks the highest total return without, in
the view of the Fund's Adviser, undue risk to principal by investing in a di-
versified mix of publicly traded equity and fixed-income securities.
GROWTH INVESTORS PORTFOLIO -- seeks the highest total return consistent with
what the Fund's Adviser considers to be reasonable risk by investing in a di-
versified mix of publicly traded equity and fixed-income securities.
GROWTH PORTFOLIO -- seeks long-term growth of capital by investing primarily
in common stocks and other equity securities.
WORLDWIDE PRIVATIZATION PORTFOLIO -- seeks long-term capital appreciation by
investing principally in equity securities issued by enterprises that are un-
dergoing, or have undergone, privatization. The balance of the Portfolio's in-
vestment portfolio will include equity securities of companies that are be-
lieved by the Fund's Adviser to be beneficiaries of the privatization process.
TECHNOLOGY PORTFOLIO -- seeks growth of capital through investment in compa-
nies expected to benefit from advances in technology. The Portfolio invests
principally in a diversified portfolio of securities of companies which use
technology extensively in the development of new or improved products or
processes.
QUASAR PORTFOLIO -- seeks growth of capital by pursuing aggressive investment
policies. The Portfolio invests principally in a diversified portfolio of eq-
uity Securities of any company and industry and in any type of security which
is believed to offer possibilities for capital appreciation.
REAL ESTATE INVESTMENT PORTFOLIO -- seeks a total return on its assets from
long-term growth of capital and from income principally through investing in a
portfolio of equity securities of issuers that are primarily engaged in or re-
lated to the real estate industry.

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PURCHASE INFORMATION
- -------------------------------------------------------------------------------
The Fund will offer and sell its shares only to separate accounts of certain
life insurance companies, for the purpose of funding variable annuity con-
tracts and variable life insurance policies. Sales will be made without sales
charge at each Portfolio's per share net asset value. Further information can
be obtained from Alliance Fund Services, Inc. at the address or telephone num-
ber shown above.
An investment in the Fund is not a deposit or obligation of, or guaranteed or
endorsed by, any bank and is not federally insured by the Federal Deposit In-
surance Corporation, the Federal Reserve Board or any other agency.

- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
This Prospectus sets forth concisely the information which a prospective in-
vestor should know about the Fund and each of the Portfolios before applying
for certain variable annuity contracts and variable life insurance policies
offered by participating insurance companies. It should be read in conjunction
with the Prospectus of the separate account of the specific insurance product
which accompanies this Prospectus. A "Statement of Additional Information"
dated May 1, 1997, which provides a further discussion of certain areas in
this Prospectus and other matters which may be of interest to some investors,
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. For a free copy, call or write Alliance Fund Services,
Inc. at the address or telephone number shown above.

2
<PAGE>

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EXPENSE INFORMATION
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

The Fund has no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee. Shareholder transaction expenses
shown are net of expense reimbursement.

<TABLE>
<CAPTION>
U.S.
GROWTH GOVERNMENT/
MONEY PREMIER AND HIGH GRADE TOTAL
MARKET GROWTH INCOME SECURITIES RETURN
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ANNUAL PORTFOLIO
OPERATING EXPENSES
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees......... .50% .72% .63% .54% .46%
Other Expenses.......... .19% .23% .19% .38% .49%
--- --- --- --- ---
Total Portfolio
Operating Expenses..... .69% .95% .82% .92% .95%
=== === === === ===
</TABLE>

<TABLE>
<CAPTION>
SHORT- NORTH
TERM AMERICAN GLOBAL
INTER- MULTI- GLOBAL GOVERNMENT UTILITY DOLLAR CONSERVATIVE
NATIONAL MARKET BOND INCOME INCOME GOVERNMENT INVESTORS
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ----------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ANNUAL PORTFOLIO
OPERATING EXPENSES
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees........ .04% 0% .44% .19% .19% 0% .30%
Other Expenses......... .91% .95% .50% .76% .76% .95% .65%
--- --- --- --- --- --- ---
Total Portfolio
Operating Expenses.... .95% .95% .94% .95% .95% .95% .95%
=== === === === === === ===
</TABLE>

<TABLE>
<CAPTION>
GROWTH WORLDWIDE REAL ESTATE
INVESTORS GROWTH PRIVATIZATION TECHNOLOGY QUASAR INVESTMENT
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO* PORTFOLIO* PORTFOLIO(1)*
--------- --------- ------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL PORTFOLIO
OPERATING EXPENSES
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees........ 0% .74% .10% .33% 0% 0%
Other Expenses......... .95% .19% .85% .62% .95% .95%
--- --- --- --- --- ---
Total Portfolio
Operating Expenses.... .95% .93% .95% .95% .95% .95%
=== === === === === ===
</TABLE>
- --------
* Annualized.
(1) Inception (1/9/97) through 3/31/97.

3
<PAGE>

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period).

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market Portfolio......................... $ 7 $22 $38 $86
Premier Growth Portfolio....................... $10 $30 $53 $117
Growth and Income Portfolio.................... $ 8 $26 $46 $101
U.S. Government/High Grade Securities Portfo-
lio........................................... $ 9 $29 $51 $113
Total Return Portfolio......................... $10 $30 $53 $117
International Portfolio........................ $10 $30 $53 $117
Short-Term Multi-Market Portfolio.............. $10 $30 $53 $117
Global Bond Portfolio.......................... $ 9 $30 $52 $115
North American Government Income Portfolio..... $10 $30 $53 $117
Utility Income Portfolio....................... $10 $30 $53 $117
Global Dollar Government Portfolio............. $10 $30 $53 $117
Conservative Investors Portfolio............... $10 $30 $53 $117
Growth Investors Portfolio..................... $10 $30 $53 $117
Growth Portfolio............................... $10 $31 $51 $114
Worldwide Privatization Portfolio.............. $10 $30 $53 $117
Technology Portfolio........................... $10 $30 $53 $117
Quasar Portfolio............................... $10 $30 $53 $117
Real Estate Investment Portfolio............... $10 $30 $53 $117
</TABLE>

4
<PAGE>

The purpose of the foregoing table is to assist the investor in understand-
ing the various costs and expenses that an investor in the Fund will bear di-
rectly and indirectly. Expense Information for the Money Market Portfolio,
Premier Growth Portfolio, U.S. Government/High Grade Securities Portfolio, To-
tal Return Portfolio, International Portfolio, Growth and Income Portfolio,
Short-Term Multi-Market Portfolio and Global Bond Portfolio have been restated
to reflect current fees. The expenses listed in the table for the Money Market
Portfolio, Premier Growth Portfolio, Growth and Income Portfolio, U.S.
Government/High Grade Securities Portfolio, Total Return Portfolio, Interna-
tional Portfolio, Short-Term Multi-Market Portfolio, Global Bond Portfolio,
North American Government Income Portfolio, Global Dollar Government Portfo-
lio, Utility Income Portfolio, Conservative Investors Portfolio, Growth In-
vestors Portfolio, Growth Portfolio, Worldwide Privatization Portfolio, Tech-
nology Portfolio, Quasar Portfolio and Real Estate Investment Portfolio are
net of voluntary expense reimbursements, which are not required to be contin-
ued indefinitely; however, the Adviser intends to continue such reimbursements
for the foreseeable future. The expenses of the following Portfolios, before
expense reimbursements, would be: Money Market Portfolio: Management Fees --
.50%, Other Expenses --.19% and Total Portfolio Operating Expenses -- .69%;
Premier Growth Portfolio: Management Fees -- 1.00%, Other Expenses -- .23% and
Total Portfolio Operating Expenses -- 1.23%; Growth and Income Portfolio: Man-
agement Fees -- .63%, Other Expenses -- .19% and Total Portfolio Operating Ex-
penses -- .82%; U.S. Government/High Grade Securities Portfolio: Management
Fees -- .60%, Other Expenses -- .38% and Total Portfolio Operating Expenses --
.98%; Total Return Portfolio: Management Fees -- .63%, Other Expenses -- .49%
and Total Portfolio Operating Expenses -- 1.12%; International Portfolio: Man-
agement Fees -- 1.00%, Other Expenses -- .91% and Total Portfolio Operating
Expenses -- 1.91%; Short-Term Multi-Market Portfolio: Management Fees -- .55%,
Other Expenses -- 1.54% and Total Portfolio Operating Expenses -- 2.09%;
Global Bond Portfolio: Management Fees -- .65%, Other Expenses -- .50% and To-
tal Portfolio Operating Expenses -- 1.15%; North American Government Income
Portfolio: Management Fees -- .65%, Other Expenses -- .76% and Total Portfolio
Operating Expenses -- 1.41%; Global Dollar Government Portfolio: Management
Fees -- .75%, Other Expenses -- 1.22% and Total Portfolio Operating Ex-
penses -- 1.97%; Utility Income Portfolio: Management Fees -- .75%, Other Ex-
penses -- .76% and Total Portfolio Operating Expenses --1.51%; Worldwide
Privatization Portfolio: Management Fee -- 1.00%, Other Expenses -- .85% and
Total Portfolio Operating Expenses -- 1.85%; Conservative Investors Portfolio:
Management Fees -- .75%, Other Expenses -- .65% and Total Portfolio Operating
Expense -- 1.40%; Growth Investors Portfolio: Management Fees -- .75%, Other
Expenses -- 1.10% and Total Portfolio Operating Expenses -- 1.85%; Growth
Portfolio: Management Fees -- .75%, Other Expenses -- .18% and Total Portfolio
Operating Expenses -- .93%. The estimated expenses of the Technology Portfolio
before expense reimbursements would be: Management Fees -- 1.00%, Other Ex-
penses -- .62% and Total Operating Expenses -- 1.62%. Theestimated expenses of
the Quasar Portfolio before expense reimbursements would be: Management
Fees -- 1.00%, Other Expenses -- 3.44% and Total Operating Expenses -- 4.44%.
The estimated expenses of the Real Estate Investment Portfolio before expense
reimbursement would be: Management Fees -- .90%, Other Expenses -- 5.10% and
Total Operating Expenses -- 6.00%. The example should not be considered repre-
sentative of future expenses; actual expenses may be greater or less than
those shown.

5
<PAGE>

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

The following information as to net asset value, ratios and certain supple-
mental data for each of the periods shown below has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose unqualified report thereon
(referring to Financial Highlights) appears in the Statement of Additional In-
formation. The following information should be read in conjunction with the
financial statements and related notes included in the Statement of Additional
Information. Once these Portfolios have been in operation for all or a portion
of the Fund's fiscal year, the required information will be set forth for the
Portfolios in a "Financial Highlights" table. Further information about the
Fund's performance is contained in the Fund's annual report, which is avail-
able without charge upon request.

<TABLE>
<CAPTION>
PREMIER GROWTH PORTFOLIO
-------------------------------------------------------------
YEAR ENDED DECEMBER 31, JUNE 26, 1992(A)
---------------------------------------- TO
1996 1995 1994 1993 DECEMBER 31, 1992
------- ------- ------- ------- -----------------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $ 17.80 $ 12.37 $ 12.79 $ 11.38 $10.00
------- ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. .08(c) .09(c) .03(c) -0-(c) .06(c)
Net realized and
unrealized gain (loss)
on investments........ 3.29 5.44 (.41) 1.43 1.32
------- ------- ------- ------- ------
Net increase (decrease)
in net asset value
from operations....... 3.37 5.53 (.38) 1.43 1.38
------- ------- ------- ------- ------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income....... (.10) (.03) (.01) (.01) -0-
Distributions from net
realized gains........ (5.37) (.07) (.03) (.01) -0-
------- ------- ------- ------- ------
Total dividends and
distributions......... (5.47) (.10) (.04) (.02) -0-
------- ------- ------- ------- ------
Net asset value, end of
period................ $ 15.70 $ 17.80 $ 12.37 $ 12.79 $11.38
======= ======= ======= ======= ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 22.70% 44.85% (2.96)% 12.63% 13.80%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
riod (000's omitted).. $96,434 $29,278 $37,669 $13,659 $3,760
Ratio to average net
assets of:
Expenses, net of waiv-
ers and reimburse-
ments................. .95% .95% .95% 1.18% .95%(e)
Expenses, before waiv-
ers and reimburse-
ments................. 1.23% 1.19% 1.40% 2.05% 4.20%(e)
Net investment income.. .52% .55% .42% .22% .96%(e)
Portfolio turnover
rate.................. 32% 97% 38% 42% 14%
Average commission rate
paid(f) $.0609 -0- -0- -0- -0-
</TABLE>

<TABLE>
<CAPTION>
GLOBAL BOND PORTFOLIO
------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------
1996 1995 1994 1993 1992
------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period...................... $ 12.15 $ 9.82 $11.33 $11.24 $11.10
------- ------- ------ ------ ------
INCOME FROM INVESTMENT OPERA-
TIONS
Net investment income(b).... .67(c) .69(c) .57(c) .77(c) .64
Net realized and unrealized
gain (loss) on investments
and foreign currency
transactions............... .01 1.73 (1.16) .43 (.13)
------- ------- ------ ------ ------
Net increase (decrease) in
net asset value from opera-
tions...................... .68 2.42 (.59) 1.20 .51
------- ------- ------ ------ ------
LESS: DIVIDENDS AND DISTRIBU-
TIONS
Dividends from net invest-
ment income................ (.84) (.09) (.62) (.85) (.28)
Distributions from net
realized gains............. (.25) -0- (.30) (.26) (.09)
------- ------- ------ ------ ------
Total dividends and distri-
butions.................... (1.09) (.09) (.92) (1.11) (.37)
------- ------- ------ ------ ------
Net asset value, end of pe-
riod....................... $ 11.74 $ 12.15 $ 9.82 $11.33 $11.24
======= ======= ====== ====== ======
TOTAL RETURN
Total investment return
based on net asset
value(d)................... 6.21% 24.73% (5.16)% 11.15% 4.87%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted)............ $18,117 $11,553 $7,298 $6,748 $5,876
Ratio to average net assets
of:
Expenses, net of waivers and
reimbursements............. .94% .95% .95% 1.50% 1.50%
Expenses, before waivers and
reimbursements............. 1.15% 1.77% 2.05% 1.50% 1.97%
Net investment income....... 5.76% 6.22% 6.01% 4.85% 5.85%
Portfolio turnover rate..... 191% 262% 102% 125% 78%
</TABLE>
- -------
(a) Commencement of operations.
(b) Net of expenses reimbursed or waived by the investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.

6
<PAGE>

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

<TABLE>
<CAPTION>
GROWTH AND INCOME PORTFOLIO
----------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1996 1995 1994 1993 1992
-------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $ 15.79 $ 11.85 $ 12.18 $ 10.99 $10.35
-------- ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. .24(c) .27(c) .10 (c) .01(c) .10(c)
Net realized and
unrealized gain (loss)
on investments........ 3.18 3.94 (.16) 1.27 .71
-------- ------- ------- ------- ------
Net increase (decrease)
in net asset value
from operations....... 3.42 4.21 (.06) 1.28 .81
-------- ------- ------- ------- ------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income....... (.25) (.13) (.10) (.06) (.17)
Distributions from net
realized gains........ (2.56) (.14) (.17) (.03) -0-
-------- ------- ------- ------- ------
Total dividends and
distributions......... (2.81) (.27) (.27) (.09) (.17)
-------- ------- ------- ------- ------
Net asset value, end of
period................ $ 16.40 $ 15.79 $ 11.85 $ 12.18 $10.99
======== ======= ======= ======= ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 24.09% 35.76% (.35)% 11.69% 7.92%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
riod (000's omitted).. $126,729 $41,993 $41,702 $22,756 $7,803
Ratio to average net
assets of:
Expenses, net of waiv-
ers and reimburse-
ments................. .82% .79% .90% 1.18% .99%
Expenses, before waiv-
ers and reimburse-
ments................. .82% .79% .91% 1.28% 2.09%
Net investment income.. 1.58% 1.95% 1.71% 1.76% 2.42%
Portfolio turnover
rate.................. 87% 150% 95% 69% 49%
Average commission rate
paid(f) $.0602 -0- -0- -0- -0-
</TABLE>

<TABLE>
<CAPTION>
SHORT-TERM MULTI-MARKET PORTFOLIO
-------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1996 1995 1994 1993 1992
------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................ $10.58 $ 9.91 $ 11.07 $ 10.77 $ 10.68
------ ------ ------- ------- -------
INCOME FROM INVESTMENT OP-
ERATIONS
Net investment income(b). .64(c) .82(c) .47(c) .28(c) .63(c)
Net realized and
unrealized gain (loss)
on investments and
foreign currency
transactions............ .33 (.15) (1.16) .43 (.54)
------ ------ ------- ------- -------
Net increase (decrease)
in net asset value from
operations.............. .97 .67 (.69) .71 .09
------ ------ ------- ------- -------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income......... (.82) -0- (.46) (.41) -0-
Return of capital........ -0- -0- (.01) -0- -0-
------ ------ ------- ------- -------
Total dividends and dis-
tributions.............. (.82) -0- (.47) (.41) -0-
------ ------ ------- ------- -------
Net asset value, end of
period.................. $10.73 $10.58 $ 9.91 $ 11.07 $ 10.77
====== ====== ======= ======= =======
TOTAL RETURN
Total investment return
based on net asset
value(d)................ 9.57% 6.76% (6.51)% 6.62% .84%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted)......... $7,112 $3,152 $20,921 $23,560 $14,841
Ratio to average net as-
sets of:
Expenses, net of waivers
and reimbursements...... .95% .95% .94% 1.17% .99%
Expenses, before waivers
and reimbursements...... 2.09% 1.30% .99% 1.24% 1.66%
Net investment income.... 6.03% 8.22% 6.52% 6.39% 7.18%
Portfolio turnover rate.. 159% 379% 134% 210% 153%
</TABLE>
- -------
(a) Commencement of operations.
(b) Net of expenses reimbursed by the investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.

7
<PAGE>

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

<TABLE>
<CAPTION>
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
---------------------------------------------------------------
YEAR ENDED DECEMBER 31, SEPTEMBER 17, 1992(A)
-------------------------------------- TO
1996 1995 1994 1993 DECEMBER 31, 1992
------- ------- ------ ------ ---------------------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $11.66 $ 9.94 $10.72 $ 9.89 $10.00
------- ------- ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. .66(c) .65(c) .28(c) .43(c) .14(c)
Net realized and
unrealized gain (loss)
on investments........ (.39) 1.25 (.71) .48 (.25)
------- ------- ------ ------ ------
Net increase (decrease)
in net asset value
from operations....... .27 1.90 (.43) .91 (.11)
------- ------- ------ ------ ------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income....... (.28) (.18) (.21) (.08) -0-
Distributions from net
realized gains........ (.13) -0- (.14) -0- -0-
------- ------- ------ ------ ------
Total dividends and
distributions......... (.41) (.18) (.35) (.08) -0-
------- ------- ------ ------ ------
Net asset value, end of
period................ $11.52 $ 11.66 $ 9.94 $10.72 $ 9.89
======= ======= ====== ====== ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 2.55% 19.26% (4.03)% 9.20% (1.10)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
riod (000's omitted).. $29,150 $16,947 $5,101 $1,350 $ 785
Ratio to average net
assets of:
Expenses, net of waiv-
ers and reimburse-
ments................. .92% .95% .95% 1.16% .95%(e)
Expenses, before waiv-
ers and reimburse-
ments................. .98% 1.58% 3.73% 5.42% 11.56%(e)
Net investment income.. 5.87% 5.96% 5.64% 4.59% 4.82%(e)
Portfolio turnover
rate.................. 137% 68% 32% 177% 13%
</TABLE>

<TABLE>
<CAPTION>
TOTAL RETURN PORTFOLIO
-------------------------------------------------------------
YEAR ENDED DECEMBER 31, DECEMBER 28, 1992(A)
------------------------------------- TO
1996 1995 1994 1993 DECEMBER 31, 1992
------- ------ ------ ------ --------------------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $12.80 $10.41 $10.97 $10.01 $10.00
------- ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. .27(c) .36(c) .15(c) .15(c) .01
Net realized and
unrealized gain (loss)
on investments ....... 1.66 2.10 (.56) .81 -0-
------- ------ ------ ------ ------
Net increase (decrease)
in net asset value
from operations....... 1.93 2.46 (.41) .96 .01
------- ------ ------ ------ ------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income....... (.07) (.07) (.09) -0- -0-
Distributions from net
realized gains ....... (.03) -0- (.06) -0- -0-
------- ------ ------ ------ ------
Total dividends and
distributions......... (.10) (.07) (.15) -0- -0-
------- ------ ------ ------ ------
Net asset value, end of
period................ $ 14.63 $12.80 $10.41 $10.97 $10.01
======= ====== ====== ====== ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 15.17% 23.67% (3.77)% 9.59% .10%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
riod (000's omitted).. $25,875 $8,242 $ 750 $ 360 $ 95
Ratio to average net
assets of:
Expenses, net of waiv-
ers and reimburse-
ments................. .95% .95% .95% 1.20% 0%
Expenses, before waiv-
ers and reimburse-
ments................. 1.12% 4.49% 19.49% 25.96% 0%
Net investment income.. 2.76% 3.16% 2.29% 1.45% 2.21%(e)
Portfolio turnover
rate.................. 57% 30% 83% 25% 0%
Average commission rate
paid (f).............. $.0593 -0- -0- -0- -0-
</TABLE>
- --------
(a) Commencement of operations.
(b) Net of expenses reimbursed or waived by the investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.

8
<PAGE>

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

<TABLE>
<CAPTION>
INTERNATIONAL PORTFOLIO
--------------------------------------------------------------
YEAR ENDED
DECEMBER 31, DECEMBER 28, 1992(A)
-------------------------------------- TO
1996 1995 1994 1993 DECEMBER 31, 1992
------- ------- ------ ------ --------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................ $ 14.07 $ 12.88 $12.16 $10.00 $10.00
------- ------- ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income(b). .19(c) .18(c) .10(c) .03(c) -0-
Net realized and
unrealized gain on
investments and foreign
currency transactions... .83 1.08 .72(d) 2.13 -0-
------- ------- ------ ------ ------
Net increase in net asset
value from operations... 1.02 1.26 .82 2.16 -0-
------- ------- ------ ------ ------
LESS: DIVIDENDS AND
DISTRIBUTIONS
Dividends from net
investment income....... (.08) (.03) (.02) -0- -0-
Distributions from net
realized gains.......... (.12) (.04) (.08) -0- -0-
------- ------- ------ ------ ------
Total dividends and
distributions........... (.20) (.07) (.10) -0- -0-
------- ------- ------ ------ ------
Net asset value, end of
period.................. $ 14.89 $ 14.07 $12.88 $12.16 $10.00
======= ======= ====== ====== ======
TOTAL RETURN
Total investment return
based on net asset
value(d)................ 7.25% 9.86% 6.70% 21.60% 0%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted)......... $44,324 $16,542 $7,276 $ 688 $ 79
Ratio of average net
assets of:
Expenses, net of waivers
and reimbursements..... .95% .95% .95% 1.20% 0%
Expenses, before waivers
and reimbursements..... 1.91% 2.99% 7.26% 39.28% 0%
Net investment income... 1.29% 1.41% .90% .26% 2.07%(e)
Portfolio turnover rate.. 60% 87% 95% 85% 0%
Average commission rate
paid (f)................ $.0431 -0- -0- -0- -0-
</TABLE>
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
-----------------------------------------------------
YEAR ENDED
DECEMBER 31, DECEMBER 28, 1992(A)
------------------------------- TO
1996 1995 1994 1993 DECEMBER 31, 1992
------- ------- ------ ----- --------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00
------- ------- ------ ----- -----
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b).............. .05 .05 .03 .22 -0-
Net realized and
unrealized gain on
investments............ -0- -0- -0- -0- -0-
------- ------- ------ ----- -----
Net increase in net
asset value from
operations............. .05 .05 .03 .22 -0-
------- ------- ------ ----- -----
LESS: DIVIDENDS AND
DISTRIBUTIONS
Dividends from net
investment income...... (.05) (.05) (.03) (.22) -0-
Distributions from net
realized gains......... -0- -0- -0- -0- -0-
------- ------- ------ ----- -----
Total dividends and
distributions.......... (.05) (.05) (.03) (.22) -0-
------- ------- ------ ----- -----
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00
======= ======= ====== ===== =====
TOTAL RETURN
Total investment return
based on net asset
value(d)............... 4.71% 4.97% 3.27% 2.25% .02%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (000's omitted). $64,769 $28,092 $6,899 $ 102 $ 30
Ratio of average net
assets of:
Expenses, net of waiv-
ers and reimburse-
ments................. .69% .95% .95% 1.16% 0%
Expenses, before waiv-
ers and reimburse-
ments................. .69% 1.07% 4.46% 68.14% 0%
Net investment income.. 4.64% 4.85% 3.98% 2.15% 3.05%(e)
Portfolio turnover
rate.................. 0% 0% 0% 0% 0%
</TABLE>
- --------
(a) Commencement of operations.
(b) Net of expenses reimbursed by the investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.

9
<PAGE>

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

<TABLE>
<CAPTION>
GLOBAL DOLLAR NORTH AMERICAN GOVERNMENT
GOVERNMENT PORTFOLIO INCOME PORTFOLIO
------------------------------------------ -------------------------------------------------
MAY 2, 1994(A) MAY 3, 1994(A)
YEAR ENDED YEAR ENDED TO YEAR ENDED YEAR ENDED TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994 1996 1995 1994
------------ ------------ --------------- ------------ ------------ ---------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 11.95 $ 9.84 $10.00 $ 10.48 $ 8.79 $10.00
------- ------ ------ -------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. 1.10(c) .92(c) .36(c) 1.26(c) 1.13(c) .50(c)
Net realized and
unrealized loss on in-
vestments and foreign
currency transactions. 1.78 1.32 (.52) .69 .83 (1.71)
------- ------ ------ -------- ------- ------
Net decrease in net
asset value from
operations............ 2.88 2.24 (.16) 1.95 1.96 (1.21)
------- ------ ------ -------- ------- ------
LESS: DIVIDENDS AND
DISTRIBUTIONS
Dividends from net
investment income .... (.48) (.13) -0- (.05) (.27) -0-
Distributions from net
realized gains ....... (.03) -0- -0- (.00) -0- -0-
------- ------ ------ -------- ------- ------
Total dividends and
distributions ........ (.51) (.13) -0- (.05) (.27) -0-
------- ------ ------ -------- ------- ------
Net asset value, end of
period................ $ 14.32 $11.95 $ 9.84 $ 12.38 $ 10.48 $ 8.79
======= ====== ====== ======== ======= ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 24.90% 22.98% (1.60)% 18.70% 22.71% (12.10)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (000's
omitted).............. $ 8,847 $3,778 $1,146 $ 16,696 $7,278 $3,848
Ratio to average net
assets of:
Expenses, net of
waivers and
reimbursements........ .95% .95% .95%(e) .95% .95% .95%(e)
Expenses, before
waivers and
reimbursements........ 1.97% 4.82% 15.00%(e) 1.41% 2.57% 4.43%(e)
Net investment income.. 8.53% 8.65% 6.02%(e) 11.04% 12.24% 8.49%(e)
Portfolio turnover
rate.................. 155% 13% 9% 4% 35% 15%
<CAPTION>
UTILITY GROWTH
INCOME PORTFOLIO PORTFOLIO
------------------------------------------ -------------------------------------------------
MAY 10, 1994(A) SEPTEMBER 15, 1994(A)
YEAR ENDED YEAR ENDED TO YEAR ENDED YEAR ENDED TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994 1996 1995 1994
------------ ------------ --------------- ------------ ------------ ---------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 12.01 $ 9.96 $10.00 $ 14.23 $ 10.53 $10.00
------- ------ ------ -------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. .31(c) .30(c) .28(c) .06(c) .17(c) .03(c)
Net realized and
unrealized gain (loss)
on investments........ .62 1.83 (.32) 3.95 3.54 .50
------- ------ ------ -------- ------- ------
Net increase (decrease)
in net asset value
from operations....... .93 2.13 (.04) 4.01 3.71 .53
------- ------ ------ -------- ------- ------
LESS: DIVIDENDS AND
DISTRIBUTIONS
Dividends from net
investment income..... (.09) (.08) -0- (.04) (.01) -0-
Distributions from net
realized gains ....... (.16) -0- -0- (.28) -0- -0-
------- ------ ------ -------- ------- ------
Total dividends and
distributions ........ (.25) (.08) -0- (.32) (.01) -0-
------- ------ ------ -------- ------- ------
Net asset value, end of
period................ $ 12.69 $12.01 $ 9.96 $ 17.92 $ 14.23 $10.53
======= ====== ====== ======== ======= ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 7.88% 21.45% (.40)% 28.49% 35.23% 5.30%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (000's
omitted).............. $14,857 $6,251 $1,254 $138,688 $45,220 $5,492
Ratio to average net
assets of:
Expenses, net of
waivers and
reimbursements........ .95% .95% .95%(e) .93% .95% .95%(e)
Expenses, before
waivers and
reimbursements........ 1.51% 3.79% 15.98%(e) .93% 1.27% 4.19%(e)
Net investment income.. 2.61% 2.73% 4.62%(e) .35% 1.31% 1.17%(e)
Portfolio turnover
rate.................. 75% 138% 31% 98% 86% 25%
Average commission rate
paid (f).............. $0.579 -0- -0- $0.578 -0- -0-
</TABLE>
- --------
(a) Commencement of operations.
(b) Net of expenses reimbursed by investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.

10
<PAGE>

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

<TABLE>
<CAPTION>
WORLDWIDE PRIVATIZATION PORTFOLIO CONSERVATIVE INVESTORS PORTFOLIO
------------------------------------------------ -----------------------------------------------------------
YEAR ENDED YEAR ENDED SEPTEMBER 23, 1994(A) YEAR ENDED YEAR ENDED OCTOBER 28, 1994(A)
DECEMBER 31, DECEMBER 31, TO DECEMBER 31, DECEMBER 31, TO
1996 1995 DECEMBER 31, 1994 1996 1995 DECEMBER 31, 1994
------------ ------------ --------------------- -------------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period.......... $ 11.17 $10.10 $10.00 $ 11.76 $10.07 $10.00
------- ------ ------ ------- ------ ------
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
income(b)...... .28(c) .32(c) .10(c) .45(c) .51(c) .06(c)
Net realized and
unrealized gain
(loss) on
investments.... 1.78 .78 -0- (.01)(g) 1.20 .01
------- ------ ------ ------- ------ ------
Net increase in
net asset value
from
operations..... 2.06 1.10 .10 .44 1.71 .07
------- ------ ------ ------- ------ ------
LESS: DISTRIBU-
TIONS
Dividends from
net investment
income......... (.10) (.03) -0- (.09) (.02) -0-
Distributions
from net real-
ized gains..... -0- -0- -0- (.04) 0 -0-
------- ------ ------ ------- ------ ------
Total dividends
and distribu-
tions.......... (.10) (.03) -0- (.13) (.02) -0-
------- ------ ------ ------- ------ ------
Net asset value,
end of period.. $ 13.13 $11.17 $10.10 $ 12.07 $11.76 $10.07
======= ====== ====== ======= ====== ======
TOTAL RETURN
Total investment
return based on
net asset
value(d)....... 18.51% 10.87% 1.00% 3.79% 16.99% 0.70%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end
of period
(000's
omitted)....... $18,807 $5,947 $1,127 $21,729 $7,420 $ 701
Ratio to average
net assets of:
Expenses, net of
waivers and
reimbursements. .95% .95% .95%(e) .95% .95% .95%(e)
Expenses, before
waivers and
reimbursements. 1.85% 4.17% 18.47%(e) 1.40% 4.25% 20.35%(e)
Net investment
income......... 2.26% 2.96% 4.27%(e) 3.93% 4.65% 3.55%(e)
Portfolio turn-
over rate...... 47% 23% 0% 211% 61% 2%
Average commis-
sion rate
paid(f)........ $.0148 -0- -0- $.0578 -0- -0-
<CAPTION>
REAL ESTATE
GROWTH INVESTORS PORTFOLIO TECHNOLOGY PORTFOLIO QUASAR PORTFOLIO INVESTMENT PORTFOLIO
------------------------------------------------ -------------------- ----------------- --------------------
JANUARY 9, 1997(A)
YEAR ENDED YEAR ENDED OCTOBER 28, 1994(A) JANUARY 11, 1996(A) AUGUST 5, 1996(A) TO
DECEMBER 31, DECEMBER 31, TO TO TO MARCH 31, 1997
1996 1995 DECEMBER 31, 1994 DECEMBER 31, 1996 DECEMBER 31, 1996 (UNAUDITED)
------------ ------------ --------------------- -------------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period.......... $ 11.87 $ 9.86 $10.00 $ 10.00 $10.00 $10.00
------- ------ ------ ------- ------ ------
INCOME FROM IN-
VESTMENT OPERA-
TIONS
Net investment
income(b)...... .24(c) .35(c) .04(c) .11(c) .04(c) .10
Net realized and
unrealized loss
on investments. .72 1.67 (.18) .93 .60 .05
------- ------ ------ ------- ------ ------
Net increase
(decrease) in
net asset value
from
operations..... .96 2.02 (.14) 1.04 .64 .15
------- ------ ------ ------- ------ ------
LESS: DISTRIBU-
TIONS
Dividends from
net investment
income......... (.07) (.01) -0- -0- -0- -0-
Distributions
from net real-
ized gains..... (.02) -0- -0- -0- -0- -0-
------- ------ ------ ------- ------ ------
Total dividends
and distribu-
tions.......... (.09) (.01) -0- -0- -0- -0-
------- ------ ------ ------- ------ ------
Net asset value,
end of period.. $ 12.74 $11.87 $ 9.86 $ 11.04 $10.64 $10.15
======= ====== ====== ======= ====== ======
TOTAL RETURN
Total investment
return based on
net asset
value(d)....... 8.18% 20.48% (1.40)% 10.40% 6.40% 1.50%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end
of period
(000's
omitted)....... $10,709 $4,978 $ 321 $28,083 $8,842 $2,268
Ratio to average
net assets of:
Expenses, net of
waivers and
reimbursements. .95% .95% .95%(e) .95%(e) .95%(e) .95%
Expenses, before
waivers and
reimbursements. 1.85% 6.17% 41.62%(e) 1.62%(e) 4.44%(e) 6.99%
Net investment
income......... 2.01% 3.21% 2.29%(e) 1.17%(e) .93%(e) 1.18%
Portfolio turn-
over rate...... 160% 50% 3% 22% 40% -0-
Average commis-
sion rate
paid(f)........ $.0562 -0- -0- $.0553 $.0511 -0-
</TABLE>
- --------
(a) Commencement of operations.
(b) Net of expenses reimbursed by investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.
(g) The amount shown in this caption for a share outstanding throughout the
period may not accord with the change in realized and unrealized gains and
losses in the portfolio securities for the period because of timing of
sales and repurchases of portfolio shares in relation to fluctuating mar-
ket values for the portfolio.

11
<PAGE>

- --------------------------------------------------------------------------------
DESCRIPTION OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

INTRODUCTION TO THE FUND

The Fund was established as a corporation in Maryland. The Fund is an open-end
management investment company commonly known as a "mutual fund" whose shares
are offered in separate series each referred to as a "Portfolio." Because the
Fund offers multiple Portfolios, it is known as a "series fund." Each Portfo-
lio is a separate pool of assets constituting, in effect, a separate fund with
its own investment objectives and policies.

A shareholder in a Portfolio will be entitled to his or her pro rata share of
all dividends and distributions arising from that Portfolio's assets and, upon
redeeming shares of that Portfolio, the shareholder will receive the then cur-
rent net asset value of that Portfolio represented by the redeemed shares.
(See "Purchase and Redemption of Shares"). While the Fund has no present in-
tention of doing so, the Fund is empowered to establish, without shareholder
approval, additional portfolios which may have different investment
objectives.

The Fund currently has 19 Portfolios, 18 of which are offered by this Prospec-
tus: the Money Market Portfolio, the Premier Growth Portfolio, the Growth and
Income Portfolio, the U.S. Government/High Grade Securities Portfolio, the To-
tal Return Portfolio, the International Portfolio, the Short-Term Multi-Market
Portfolio, the Global Bond Portfolio, the North American Government Income
Portfolio, the Global Dollar Government Portfolio, the Utility Income Port-
folio, the Conservative Investors Portfolio, the Growth Investors Portfolio,
the Growth Portfolio, the Worldwide Privatization Portfolio, the Technology
Portfolio, the Quasar Portfolio and the Real Estate Investment Portfolio.

The Fund is intended to serve as the investment medium for variable annuity
contracts and variable life insurance policies to be offered by the separate
accounts of certain life insurance companies.

It is conceivable that in the future it may be disadvantageous for variable
annuity and variable life insurance separate accounts to invest simultaneously
in the Fund. Currently, however, the Fund does not foresee any disadvantage to
the holders of variable annuity contracts and variable life insurance policies
arising from the fact that the interests of the holders of such contracts and
policies may differ. Nevertheless, the Fund's Directors intend to monitor
events in order to identify any material irreconcilable conflicts which may
possibly arise and to determine what action, if any, should be taken in re-
sponse thereto.

The investment objectives and policies of each Portfolio are set forth below.
There can be, of course, no assurance that any of the Portfolios will achieve
its respective investment objectives.

INVESTMENT OBJECTIVES AND POLICIES

GENERAL

Each Portfolio has different investment objectives which it pursues through
separate investment policies as described herein. The

12
<PAGE>

differences in objectives and policies among the Portfolios determine the
types of portfolio securities in which each Portfolio invests, and can be ex-
pected to affect the degree of risk to which each Portfolio is subject and
each Portfolio's yield or return. Each Portfolio's investment objectives can-
not be changed without approval by the holders of a majority of such Portfo-
lio's outstanding voting securities, as defined in the Investment Company Act
of 1940, as amended (the "Act"). The Fund may change each Portfolio's invest-
ment policies that are not designated "fundamental policies" within the mean-
ing of the Act upon notice to shareholders of the Portfolio, but without their
approval. The types of portfolio securities in which each Portfolio may invest
are described in greater detail below.

MONEY MARKET PORTFOLIO

The Money Market Portfolio's investment objectives are in the following order
of priority -- safety of principal, excellent liquidity, and maximum current
income to the extent consistent with the first two objectives. An investment
in the Money Market Portfolio is neither insured nor guaranteed by the U.S.
Government. As a matter of fundamental policy, the Money Market Portfolio pur-
sues its objectives by maintaining a portfolio of high quality money market
securities, all of which at the time of investment have remaining maturities
of one year or less (which maturities may extend to 397 days).

The securities in which the Money Market Portfolio invests include: (1) mar-
ketable obligations of, or guaranteed by, the United States Government, its
agencies or instrumentalities (collectively, the "U.S. Government"); (2) cer-
tificates of deposit, bankers' acceptances and interest bearing savings depos-
its issued or guaranteed by banks or savings and loan associations having to-
tal assets of more than $1 billion and which are members of the Federal De-
posit Insurance Corporation; (3) commercial paper of prime quality (i.e.,
rated A-1+ or A-1 by Standard & Poor's Corporation ("S&P") or Prime-1 by
Moody's Investors Service, Inc. ("Moody's") or, if not rated, issued by compa-
nies having outstanding debt securities rated AAA or AA by S&P, or Aaa or Aa
by Moody's) and participation interests in loans extended by banks to such
companies; and (4) repurchase agreements that are collateralized in full each
day by liquid securities of the types listed above. (See "Other Investment
Policies and Techniques -- Repurchase Agreements"). The Money Market Portfolio
may also invest in certificates of deposit issued by, and time deposits main-
tained at, foreign branches of domestic banks described in (2) above, prime
quality dollar-denominated commercial paper issued by foreign companies meet-
ing the criteria specified in (3) above, and in certificates of deposit and
bankers' acceptances denominated in U.S. dollars that are issued by U.S.
branches of foreign banks having total assets of at least $1 billion that are
believed by Alliance Capital Management L.P. ("the Adviser") to be of quality
equivalent to that of other such investments in which the Portfolio may
invest.

The Money Market Portfolio will comply with Rule 2a-7 under the Act, as
amended from time to time, including the diversity, quality and maturity con-
ditions imposed by the Rule. Accordingly, in any case in which there is a
variation between the conditions

13
<PAGE>

imposed by the Rule and the Portfolio's investment policies and restrictions,
the Portfolio will be governed by the more restrictive of the two require-
ments. See the Statement of Additional Information for a further description
of Rule 2a-7.

The Portfolio may purchase restricted securities that are determined by the
Adviser to be liquid in accordance with procedures adopted by the Directors of
the Fund. Restricted Securities are securities subject to contractual or legal
restrictions on resale, such as those arising from an issuer's reliance upon
certain exemptions from registration under the Securities Act of 1933, as
amended (the "Securities Act").

PREMIER GROWTH PORTFOLIO

General. The investment objective of the Premier Growth Portfolio is growth of
capital by pursuing aggressive investment policies. Since investments will be
made based upon their potential for capital appreciation, current income will
be incidental to the objective of capital growth. Because of the market risks
inherent in any investment, the selection of securities on the basis of their
appreciation possibilities cannot ensure against possible loss in value, and
there is, of course, no assurance that the Portfolio's investment objective
will be met. The Portfolio is therefore not intended for investors whose prin-
cipal objective is assured income and conservation of capital.

The Portfolio will invest predominantly in the equity securities (common
stocks, securities convertible into common stocks and rights and warrants to
subscribe for or purchase common stocks) of a limited number of large, care-
fully selected, high-quality U.S. companies that, in the judgment of the Ad-
viser, are likely to achieve superior earnings growth. The Portfolio invest-
ments in the 25 such companies most highly regarded at any point in time by
the Adviser will usually constitute approximately 70% of the Portfolio's net
assets. Normally, approximately 40 companies will be represented in the Port-
folio's investment portfolio. The Portfolio thus differs from more typical eq-
uity mutual funds by investing most of its assets in a relatively small number
of intensively researched companies.

The Portfolio will, under normal circumstances, invest at least 85% of the
value of its total assets in the equity securities of U.S. companies. The
Portfolio defines U.S. companies to be entities (i) that are organized under
the laws of the United States and have their principal office in the United
States, and (ii) the equity securities of which are traded principally in the
United States securities markets.

14
<PAGE>

growth. As one of the largest multi-national investment firms, the Adviser has
access to considerable information concerning all of the companies followed,
an in-depth understanding of the products, services, markets and competition
of these companies and a good knowledge of the managements of most of the com-
panies in its research universe.

The Adviser's analysts prepare their own earnings estimates and financial mod-
els for each company followed. While each analyst has responsibility for fol-
lowing companies in one or more identified sectors and/or industries, the lat-
eral structure of the Adviser's research organization and constant
communication among the analysts result in decision-making based on the rela-
tive attractiveness of stocks among industry sectors. The focus during this
process is on the early recognition of change on the premise that value is
created through the dynamics of changing company, industry and economic funda-
mentals. Research emphasis is placed on the identification of companies whose
substantially above average prospective earnings growth is not fully reflected
in current market valuations.

The Adviser continually reviews its primary research universe of approximately
600 companies to maintain a list of favored securities, the "Alliance 100,"
considered by the Adviser to have the most clearly superior earnings potential
and valuation attraction. The Adviser's concentration on a limited universe of
companies allows it to devote its extensive resources to constant intensive
research of these companies. Companies are constantly added to and deleted
from the Alliance 100 as fundamentals and valuations change. The Adviser's
Large Cap Growth Group, in turn, further refines, on a weekly basis, the se-
lection process for the Portfolio with each portfolio manager in the Group se-
lecting the 25 such companies which appear to the manager to be most attrac-
tive at their current prices. These individual ratings are then aggregated and
ranked to produce a composite list of the 25 most highly regarded stocks, the
"Favored 25." As noted above, approximately 70% of the Portfolio's net assets
will usually be invested in the Favored 25 with the balance of the Fund's in-
vestment portfolio consisting principally of other stocks in the Alliance 100.
Portfolio emphasis upon particular industries or sectors is a by-product of
the stock selection process rather than the result of assigned targets or
ranges.

In the management of the Portfolio's investment portfolio, the Adviser will
seek to utilize market volatility judiciously (assuming no change in company
fundamentals) to adjust the Portfolio's positions. The Portfolio will strive
to capitalize on apparently unwarranted price fluctuations, both to purchase
or increase positions on weaknesses and to sell or reduce overpriced holdings.
Under normal circumstances, the Portfolio will remain substantially fully in-
vested in equity securities and will not take significant cash positions for
market timing purposes. Rather, during a market decline, while adding to posi-
tions in favored stocks, the Portfolio will tend to become somewhat more
aggressive, gradually reducing somewhat the number of companies represented in
the Portfolio's portfolio. Conversely, in rising markets, while reducing or
eliminating fully valued positions, the Portfolio will tend to become somewhat
more conservative, gradually increasing the number of companies represented in
the Portfolio's portfolio. Through

15
<PAGE>

this "buying into declines" and "selling into strength," the Adviser seeks to
gain positive returns in good markets while providing some measure of protec-
tion in poor markets.

The Adviser expects the average weighted market capitalization of companies
represented in the Portfolio's portfolio (i.e., the number of a company's
shares outstanding multiplied by the price per share) to normally be in the
range of or exceed the average weighted market capitalization of companies com-
prising the Standard & Poor's 500 Composite Stock Price Index, a widely recog-
nized unmanaged index of market activity based upon the aggregate performance
of a selected portfolio of publicly traded stocks, including monthly adjust-
ments to reflect the reinvestment of dividends and distributions.

The Portfolio intends to invest in special situations from time to time. A spe-
cial situation arises when, in the opinion of the Portfolio's management, the
securities of a particular company will, within a reasonably estimable period
of time, be accorded market recognition at an appreciated value solely by rea-
son of a development particularly or uniquely applicable to that company and
regardless of general business conditions or movements of the market as a
whole.

Short Sales. The Premier Growth Portfolio may not sell securities short, except
that it may make short sales "against the box." A short sale is effected by
selling a security which the Portfolio does not own, or if the Portfolio does
own such security, it is not to be delivered upon consummation of the sale. A
short sale is "against the box" to the extent that the Portfolio contem-
poraneously owns or has the right to obtain securities identical to those sold
short without payment. Not more than 15% of the value of the Portfolio's net
assets will be in deposits on short sales "against the box."

Puts and Calls. The Premier Growth Portfolio may write call options and may
purchase and sell put and call options written by others, combinations thereof
or similar options. The Portfolio may not write put options. The buyer of an
option, upon payment of a premium obtains, in the case of a put option, the
right to deliver to the writer of the option and, in the case of a call option,
the right to call upon the writer to deliver, a specified number of shares of a
specified stock on or before a fixed date at a predetermined price.

Writing, purchasing and selling call options are highly specialized activities
and entail greater than ordinary investment risks. When calls written by the
Portfolio are exercised, the Portfolio will be obligated to sell stocks below
the current market price. A call written by the Portfolio will not be sold un-
less the Portfolio at all times during the option period owns either (a) the
optioned securities, or securities convertible into or carrying rights to
acquire the optioned securities, or (b) an offsetting call option on the same
securities.

The Premier Growth Portfolio will not sell a call option written or guaranteed
by it if, as a result of such sale, the aggregate of the Portfolio's securities
subject to outstanding call options (valued at the lower of the option price or
market value of such securities) would exceed 15% of the Portfolio's total as-
sets. The Portfolio will not sell any call

16
<PAGE>

option if such sale would result in more than 10% of the Portfolio's assets
being committed to call options written by the Portfolio, which, at the time
of sale by the Portfolio, have a remaining term of more than 100 days.

As noted, the Portfolio may also purchase and sell put and call options writ-
ten by others, combinations thereof, or similar options, but the aggregate
cost of all outstanding options purchased and held by the Portfolio shall at
no time exceed 10% of the Portfolio's total assets. There are markets for put
and call options written by others and the Portfolio may from time to time
sell or purchase such options in such markets. If an option is not so sold and
is permitted to expire without being exercised, its premium would be lost by
the Portfolio.

Options on Market Indices. The Portfolio may purchase and sell exchange-traded
index options. An option on a securities index is similar to an option on a
security except that, rather than the right to take or make delivery of a se-
curity at a specified price, an option on a securities index gives the holder
the right to receive, upon exercise of the option, an amount of cash if the
closing level of the chosen index is greater than (in the case of a call) or
less than (in the case of a put) the exercise price of the option.

GROWTH AND INCOME PORTFOLIO

The Growth and Income Portfolio's investment objective is to seek reasonable
cur-rent income and reasonable opportunity for appreciation through invest-
ments primarily in dividend-paying common stocks of good quality. Whenever the
economic outlook is unfavorable for investment in common stock, investments in
other types of securities, such as bonds, convertible bonds, preferred stock
and convertible preferred stocks may be made by the Portfolio. Purchases and
sales of portfolio securities are made at such times and in such amounts as
are deemed advisable in light of market, economic and other conditions.

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO

The investment objective of the U.S. Government/High Grade Securities Portfo-
lio is high current income consistent with preservation of capital. In seeking
to achieve this objective, the Portfolio will invest principally in a portfo-
lio of: (i) obligations issued or guaranteed by the U.S. Government and repur-
chase agreements pertaining to U.S. Government Securities, and (ii) other high
grade debt securities rated AAA, AA or A by S&P or Aaa, Aa or A by Moody's or
that have not received a rating but are determined to be of comparable quality
by the Adviser. As a fundamental investment policy, the Portfolio will invest
at least 65% of its total assets in these types of securities, including the
securities held subject to repurchase agreements. The average weighted matu-
rity of the Portfolio's portfolio of U.S. Government securities is expected to
vary between one year or less and 30 years. See "Other Investment Policies and
Techniques -- Fixed-Income Securities." The Portfolio will utilize certain
other investment techniques, including options and futures contracts, intended
to enhance income and reduce market risk. The Portfolio is designed primarily
for long-term investors and investors should not consider it a trading vehi-
cle. As with all investment company portfolios, there can be no assurance

17
<PAGE>

that the Portfolio's objective will be achieved.

The Portfolio is subject to the diversification requirements prescribed by the
U.S. Treasury Department which, among other things, limits the Portfolio to
investing no more than 55% of its total assets in any one investment. For this
purpose, all securities issued or guaranteed by the U.S. Government are con-
sidered a single investment. Accordingly, the U.S. Government/High Grade Secu-
rities Portfolio will limit its purchases of U.S. Government Securities to 55%
of the total assets of the Portfolio. Consistent with this limitation, the
Portfolio will, as a matter of fundamental policy, invest at least 45% of its
total assets in U.S. Government Securities. Nevertheless, the Portfolio re-
serves the right to modify the percentage of its investments in U.S. Govern-
ment Securities in order to comply with all applicable tax requirements.

U.S. Government Securities. Securities issued or guaranteed by the U.S. Gov-
ernment include: (i) U.S. Treasury obligations, which differ only in their in-
terest rates, maturities and times of issuance: U.S. Treasury bills (maturity
of one year or less), U.S. Treasury notes (maturities of one to 10 years), and
U.S. Treasury bonds (generally maturities of greater than 10 years), all of
which are backed by the full faith and credit of the United States; and (ii)
obligations issued or guaranteed by the U.S. Government, including government
guaranteed mortgage-related securities, some of which are backed by the full
faith and credit of the U.S. Treasury, e.g., direct pass-through certificates
of the Government National Mortgage Association; some of which are supported
by the right of the issuer to borrow from the U.S. Government, e.g., obliga-
tions of Federal Home Loan Banks; and some of which are backed only by the
credit of the issuer itself, e.g., obligations of the Student Loan Marketing
Association. See the Statement of Additional Information of the Fund for a de-
scription of obligations issued or guaranteed by the U.S. Government.

High Grade Securities. High grade debt securities which, together with U.S.
Government Securities, will constitute at least 65% of the Portfolio's assets,
include:

1. Debt securities which are rated AAA, AA or A by S&P or Aaa, Aa or A by
Moody's;

2. Obligations of, or guaranteed by, national or state bank holding compa-
nies, which obligations, although not rated as a matter of policy by either
S&P or Moody's, are rated AAA, AA or A by Fitch Investors Services, Inc.
("Fitch");

3. Commercial paper rated A-1+, A-1, A-2 or A-3 by S&P or Prime-1, Prime-2
or Prime-3 by Moody's; and

4. Bankers' acceptances or negotiable certificates of deposit issued by
banks rated AAA, AA or A by Fitch.

Other Securities. While the Portfolio's investment strategy normally empha-
sizes U.S. Government Securities and high grade debt securities, the Portfolio
may, where consistent with its investment objective, invest up to 35% of its
total assets in other types of securities, including, (i) investment grade
corporate debt securities of a type other than the high grade debt securities
described above (including collateralized mortgage obligations), (ii) certifi-
cates of deposit, bankers' acceptances and interest-bearing savings de-

18
<PAGE>

posits of banks having total assets of more than $1 billion and which are mem-
bers of the Federal Deposit Insurance Corporation, and (iii) put and call op-
tions, futures contracts and options on futures contracts. Investment grade
debt securities described in (i) above are those rated BBB or higher by S&P or
Baa or higher by Moody's or, if not so rated, are of equivalent investment
quality in the opinion of the Adviser. Securities rated BBB by S&P or Baa by
Moody's nor mally provide higher yields but may be considered to have specula-
tive characteristics. See "Other Investment Policies and Techniques -- Securi-
ties Ratings." " -- Investment in Securities Rated Baa and BBB" and Appendix
A.

TOTAL RETURN PORTFOLIO

The investment objective of the Total Return Portfolio is to achieve a high
return through a combination of current income and capital appreciation. The
Total Return Portfolio's assets are invested in U.S. Government and agency ob-
ligations, bonds, fixed-income senior securities (including short and long-
term debt securities and preferred stocks to the extent their value is attrib-
utable to their fixed-income characteristics), preferred and common stocks in
such proportions and of such type as are deemed best adapted to the current
economic and market outlooks. The percentage of the Portfolio's assets in-
vested in each type of security at any time shall be in accordance with the
judgment of the Adviser.

INTERNATIONAL PORTFOLIO

The International Portfolio's primary investment objective is to seek to ob-
tain a total return on its assets from long-term growth of capital principally
through a broad portfolio of marketable securities of established non-United
States companies (e.g., companies incorporated outside the United States),
companies participating in foreign economies with prospects for growth, and
foreign government securities. As a secondary objective, the Portfolio will
attempt to increase its current income without assuming undue risk. The Ad-
viser considers it consistent with these objectives to acquire securities of
companies incorporated in the United States and having their principal activi-
ties and interests outside of the United States. The International Portfolio
intends to be invested primarily in such issuers and under normal circum-
stances more than 80% of its assets will be so invested.

In seeking its objective, the International Portfolio expects to invest its
assets primarily in common stocks of established non-United States companies
which in the opinion of the Adviser have potential for growth of capital or
income or both. There is no requirement, however, that the Portfolio invest
exclusively in common stocks or other equity securities, and, if deemed advis-
able, the International Portfolio may invest in any other type of security in-
cluding, but not limited to, preferred stocks, bonds, notes and other debt se-
curities of foreign issuers (Euro-dollar securities), warrants, or obligations
of the United States or foreign governments and their political subdivisions.
When the Adviser believes that the total return on debt securities will equal
or exceed the return on common stocks, the International Portfolio may, in
seeking its objective of total return, substantially increase its holdings in
such debt securities. The International Portfolio may establish and

19
<PAGE>

maintain temporary balances for defensive purposes or to enable it to take ad-
vantage of buying opportunities. The International Portfolio's temporary cash
balances may be invested in United States as well as foreign short-term money-
market instruments, including, but not limited to, government obligations,
certificates of deposit, bankers' acceptances, commercial paper, short-term
corporate debt securities and repurchase agreements.

The International Portfolio intends to diversify investments broadly among
countries and normally to have represented in the portfolio, business activi-
ties of not less than three different countries. The Portfolio may invest all
or a substantial portion of its assets in one or more of such countries. The
Portfolio may purchase securities of companies, wherever organized, which, in
the judgment of the Adviser, have their principal activities and interests
outside the United States determined on the basis of such factors as location
of the company's assets, or personnel, or sales and earnings. See "Other In-
vestment Policies and Techniques -- Foreign Securities."

The Portfolio may purchase or sell forward foreign currency exchange contracts
("forward contracts") to attempt to minimize the risk to the Portfolio from
adverse changes in the relationship between the U.S. Dollar and other curren-
cies. A forward contract is an obligation to purchase or sell a specific cur-
rency for an agreed price at a future date which is individually negotiated
and privately traded by currency traders and their customers. The Portfolio's
dealings in forward contracts will be limited to hedging involving either spe-
cific transactions or portfolio positions. Transaction hedging is the purchase
or sale of forward contracts with respect to specific receivables or payables
of the Portfolio accruing in connection with the purchase and sale of its
portfolio securities or the payment of dividends and distributions by the
Portfolio. Position hedging is the sale of forward contracts with respect to
portfolio security positions denominated or quoted in such foreign currency.
The Portfolio will not speculate in forward contracts and, therefore, the Ad-
viser believes that the Portfolio will not be subject to the risks frequently
associated with the speculative use of such transactions. The Portfolio may
not position hedge with respect to the currency of a particular country to an
extent greater than the aggregate market value (at the time of making such
sale) of the securities held in its portfolio denominated or quoted in that
particular foreign currency. If the Portfolio enters into a position hedging
transaction, its custodian bank will place liquid assets in a separate account
of the Portfolio in an amount equal to the value of the Portfolio's total as-
sets committed to the consummation of such forward contract. If the value of
the securities placed in the separate account declines, additional cash or se-
curities will be placed in the account so that the value of the account will
equal the amount of the Portfolio's commitment with respect to such contracts.
Hedging against a decline in the value of a currency does not eliminate fluc-
tuations in the prices of portfolio securities or prevent losses if the prices
of such securities decline. Such transactions also preclude the opportunity
for gain if the value of the hedge currency should rise. Moreover, it may not
be possible for the Portfolio to hedge against a devaluation that is so gener-
ally anticipated that the Portfolio is not able to contract to sell the cur-

20
<PAGE>

rency at a price above the devaluation level it anticipates. The Portfolio will
not enter into a forward contract with a term of more than one year or if, as a
result thereof, more than 50% of the Portfolio's total assets would be commit-
ted to such contracts.

The Portfolio may also invest in warrants which entitle the holder to buy eq-
uity securities at a specific price for a specific period of time.

It is the present intention of the Adviser to invest the Portfolio's assets in
companies based in (or governments of or within) East Asia (Japan, Hong Kong,
Singapore and Malaysia), Western Europe (the United Kingdom, Germany, The Neth-
erlands, France and Switzerland), Australia, Canada, and such other areas and
countries as the Adviser may determine from time to time. However, investments
may be made from time to time in companies in, or governments of, developing
countries as well as developed countries. Shareholders should be aware that in-
vesting in the equity and fixed-income markets of developing countries involves
exposure to economic structures that are generally less diverse and mature, and
to political systems which can be expected to have less stability than those of
developed countries. The Adviser at present does not intend to invest more than
10% of the International Portfolio's total assets in companies in, or govern-
ments of, developing countries. On December 31, 1996, 31.5% of the Portfolio's
net assets were invested in debt securities of Japanese issuers. For a descrip-
tion of certain risks associated with investing in foreign securities, see
"Other Investment Policies and Techniques -- Foreign Securities," "-- Invest-
ment in Japanese Issuers" and (for a further description of Japan) Appendix E
to the Statement of Additional Information.

SHORT-TERM MULTI-MARKET PORTFOLIO

The investment objective of the Short-Term Multi-Market Portfolio is to seek
the highest level of current income, consistent with what the Adviser considers
to be prudent investment risk, that is available from a portfolio of high-qual-
ity debt securities having remaining maturities of not more than three years.
The Portfolio seeks high current yields by investing in a portfolio of debt se-
curities denominated in the U.S. Dollar and selected foreign currencies. Ac-
cordingly, the Portfolio will seek investment opportunities in foreign, as well
as domestic, securities markets. While the Portfolio normally will maintain a
substantial portion of its assets in debt securities denominated in foreign
currencies, the Portfolio will invest at least 25% of its net assets in U.S.
Dollar-denominated securities. The Portfolio is designed for the investor who
seeks a higher yield than a money market fund or certificate of deposit and
less fluctuation in net asset value than a longer-term bond fund.

21
<PAGE>

the Portfolio's exposure to each currency based on its perception of the most
favorable markets and issuers. In this regard, the percentage of assets in-
vested in securities of a particular country or denominated in a particular
currency will vary in accordance with the Adviser's assessment of the relative
yield and appreciation potential of such securities and the relationship of a
country's currency to the U.S. Dollar. Fundamental economic strength, credit
quality and interest rate trends are the principal factors considered by the
Adviser in determining whether to increase or decrease the emphasis placed
upon a particular type of security or industry sector within the Portfolio's
investment portfolio. The Portfolio will not invest more than 25% of its net
assets in debt securities denominated in a single currency other than the U.S.
Dollar.

The Portfolio invests in debt securities denominated in the currencies of
countries whose governments are considered stable by the Adviser. In addition
to the U.S. Dollar, such currencies include, among others, the Australian Dol-
lar, Austrian Schilling, British Pound Sterling, Canadian Dollar, Danish Kro-
ne, Dutch Guilder, European Currency Unit ("ECU"), French Franc, German Mark,
Irish Pound, Italian Lira, Japanese Yen, New Zealand Dollar, Norwegian Krone,
Spanish Peseta, Swedish Krona and Swiss Franc. An issuer of debt securities
purchased by the Portfolio may be domiciled in a country other than the coun-
try in whose currency the instrument is denominated.

The Portfolio seeks to minimize investment risk by limiting its portfolio in-
vestments to high-quality debt securities having remaining maturities of not
more than three years. Accordingly, the Portfolio's investments consist only
of: (i) debt securities issued or guaranteed by the U.S. government, its agen-
cies or instrumentalities; (ii) obligations issued or guaranteed by a foreign
government or any of its political subdivisions, authorities, agencies, or in-
strumentalities, or by supranational entities, all of which are rated AAA or
AA by S&P or Aaa or Aa by Moody's ("High Quality Ratings") or, if unrated, de-
termined by the Adviser to be of equivalent quality; (iii) corporate debt se-
curities having at least one High Quality Rating or, if unrated, determined by
the Adviser to be of equivalent quality; (iv) certificates of deposit and
bankers' acceptances issued or guaranteed by, or time deposits maintained at,
banks (including foreign branches of U.S. banks or U.S. or foreign branches of
foreign banks) having total assets of more than $500 million and determined by
the Adviser to be of high quality; and (v) commercial paper rated A-1 by S&P,
Prime-1 by Moody's, Fitch-1 by Fitch Investors Service, Inc., or Duff 1 by
Duff & Phelps Inc. or, if not rated, issued by U.S. or foreign companies hav-
ing outstanding debt securities rated AAA, AA or A by S&P, or Aaa, Aa or A by
Moody's and determined by the Adviser to be of high quality.

The Portfolio may invest in debt securities issued by supranational organiza-
tions such as: the International Bank for Reconstruction and Development (com-
monly referred to as the "World Bank"), which was chartered to finance devel-
opment projects in developing member countries; the European Union, which is a
fifteen-nation organization engaged in cooperative economic activities; the
European Coal and Steel Community, which is an economic cooperative whose mem-
bers are various European nations' steel and coal industries; and the

22
<PAGE>

Asian Development Bank, which is an international development bank established
to lend funds, promote investment and provide technical assistance to member
nations in the Asian and Pacific regions.

The Portfolio may invest in debt securities denominated in the ECU, which is a
"basket" consisting of specified amounts of the currencies of certain of the
member states of the European Union. The specific amounts of currencies com-
prising the ECU may be adjusted by the Council of Ministers of the European
Union to reflect changes in relative values of the underlying currencies. The
Adviser does not believe that such adjustments will adversely affect holders
of ECU-denominated obligations or the marketability of such securities. Euro-
pean governments and supranationals, in particular, issue ECU-denominated ob-
ligations.

Under normal circumstances, and as a matter of fundamental policy, the Portfo-
lio "concentrates" at least 25% of its total assets in debt instruments issued
by domestic and foreign companies engaged in the banking industry, including
bank holding companies. Such investments may include certificates of deposit,
time deposits, bankers' acceptances, and obligations issued by bank holding
companies, as well as repurchase agreements entered into with banks (as dis-
tinct from non-bank dealers) in accordance with the policies set forth in
"Other Investment Policies and Techniques -- Repurchase Agreements" below.
However, when business or financial conditions warrant, the Portfolio may, for
temporary defensive purposes, vary from its policy of investing at least 25%
of its total assets in the banking industry. For example, the Portfolio may
reduce its position in debt instruments issued by domestic and foreign banks
and bank holding companies and increase its position in U.S. Government Secu-
rities or cash equivalents.

Due to the Portfolio's investment policy with respect to investments in the
banking industry, the Portfolio will have greater exposure to the risk factors
which are characteristic of such investments. In particular, the value of and
investment return on the Portfolio's shares will be affected by economic or
regulatory developments in or related to the banking industry. Sustained in-
creases in interest rates can adversely affect the availability and cost of
funds for a bank's lending activities, and a deterioration in general economic
conditions could increase the exposure to credit losses. The banking industry
is also subject to the effects of: the concentration of loan portfolios in
particular businesses such as real estate, energy, agriculture or high tech-
nology-related companies; national and local regulation; and competition
within those industries as well as with other types of financial institutions.
In addition, the Portfolio's investments in commercial banks located in sev-
eral foreign countries are subject to additional risks due to the combination
in such banks of commercial banking and diversified securities activities. As
discussed above, however, the Portfolio will seek to minimize its exposure to
such risks by investing only in debt securities which are determined to be of
high quality.

23
<PAGE>

a portfolio primarily invested in debt securities can be expected to decline.
However, a shorter average maturity is generally associated with a lower level
of market value volatility and, accordingly, it is expected that the net asset
value of the Portfolio's shares normally will fluctuate less than that of a
long-term bond fund.

In order to reduce the Portfolio's exposure to foreign currency fluctuations
versus the U.S. Dollar, the Portfolio will utilize certain investment strate-
gies, including the purchase and sale of forward foreign currency exchange
contracts and other currency hedging techniques. For a discussion of these in-
vestment policies of the Portfolio, see "Other Investment Policies and Tech-
niques -- Hedging Techniques," below. For a description of certain risks asso-
ciated with investing in foreign securities, see "Other Investment Policies
and Techniques -- Foreign Securities," below.

GLOBAL BOND PORTFOLIO

The investment objective of the Global Bond Portfolio is to seek a high level
of return from a combination of current income and capital appreciation by in-
vesting in a globally diversified portfolio of high quality debt securities
denominated in the U.S. Dollar and a range of foreign currencies. The average
weighted maturity of the Portfolio's portfolio of fixed-income securities is
expected to vary between one year or less and 10 years. See "Other Investment
Policies and Techniques -- Fixed-Income Securities."

Over the past 14 years, debt securities offered by certain foreign governments
provided higher investment returns than U.S. government debt securities. Such
returns reflect interest rates prevailing in those countries and the effect of
gains and losses in the denominated currencies, which have had a substantial
impact on investment in foreign fixed income securities. The relative perfor-
mance of various countries' fixed income markets historically has reflected
wide variations relating to the unique characteristics of each country's econ-
omy. Year-to-year fluctuations in certain markets have been significant, and
negative returns have been experienced in various markets from time to time.
The Adviser and AIGAM International Limited (the "Sub-Adviser") believe that
investment in a composite of foreign fixed income markets and in the U.S. gov-
ernment and corporate bond market is less risky than a portfolio invested ex-
clusively in foreign debt securities, and provides investors with more oppor-
tunities for attractive total return than a portfolio invested exclusively in
U.S. debt securities.

The Portfolio will invest only in securities of issuers in countries whose
governments are deemed stable by the Adviser and the Sub-Adviser. Their deter-
mination that a particular country should be considered stable depends on
their evaluation of political and economic developments affecting the country
as well as recent experience in the markets for foreign government securities
of the country. Examples of foreign governments which the Adviser and Sub-Ad-
viser currently consider to be stable, among others, are the governments of
Australia, Austria, Canada, Denmark, France, Germany, Ireland, Italy, Japan,
New Zealand, The Netherlands, Norway, Spain, Sweden, Switzerland and the
United Kingdom. The Adviser does not believe that the credit risk

24
<PAGE>

inherent in the obligations of such stable foreign governments is signifi-
cantly greater than that of U.S. government debt securities. The Portfolio in-
tends to spread investment risk among the capital markets of a number of coun-
tries and will invest in securities of the governments of, and companies based
in, at least three, and normally considerably more, such countries. The per-
centage of the Portfolio's assets invested in the debt securities of the gov-
ernment of, or a company based in, a particular country or denominated in a
particular currency will vary depending on the relative yields of such securi-
ties, the economies of the countries in which the investments are made and
such countries' financial markets, the interest rate climate of such countries
and the relationship of such countries' currencies to the U.S. Dollar. Cur-
rency is judged on the basis of fundamental economic criteria (e.g., relative
inflation levels and trends, growth rate forecasts, balance of payments sta-
tus, and economic policies) as well as technical and political data. Under
normal market conditions, it is expected that approximately 25% of the Portfo-
lio's net assets will be invested in debt securities denominated in the U.S.
Dollar.

On December 31, 1996, 3% of the Portfolio's net assets were invested in debt
securities of Japanese issuers. See "Other Investment Policies and Tech-
niques -- Foreign Securities," "-- Investment in Japanese Issuers" and (for a
further description of Japan) Appendix E, to the Statement of Additional In-
formation.

The Portfolio seeks to minimize investment risk by limiting its portfolio in-
vestments to high-quality debt securities of U.S. or foreign governments or
supranational organizations, high-quality U.S. or foreign corporate debt secu-
rities, including commercial paper and high-quality debt obligations of banks
and bank holding companies. The Portfolio's investments consist only of debt
securities rated within one of the two highest grades assigned by S&P or
Moody's or, if unrated, judged by the Adviser and Sub-Adviser to be of compa-
rable quality. See "Other Investment Policies and Techniques -- Securities
Ratings" and Appendix A. Pending investment, to maintain liquidity or for tem-
porary defensive purposes, the Portfolio may commit all or any portion of its
assets to cash or money market instruments of U.S. or foreign issuers. The
Portfolio also may engage in certain hedging strategies, including the pur-
chase and sale of forward foreign currency exchange contracts and other hedg-
ing techniques. For a discussion of these investment policies of the
Portfolio, see "Other Investment Policies and Techniques -- Hedging Tech-
niques," below.

25
<PAGE>

The Portfolio may invest in debt securities denominated in the European Cur-
rency Unit ("ECU"), which is a "basket" consisting of specified amounts of the
currencies of certain of the member states of the European Union. The specific
amounts of currencies comprising the ECU may be adjusted by the Council of
Ministers of the European Union to reflect changes in relative values of the
underlying currencies. The Adviser does not believe that such adjustments will
adversely affect holders of ECU-denominated obligations or the marketability
of such securities. European governments and supranationals, in particular,
issue ECU-denominated obligations.

For a description of certain risks associated with investing in foreign secu-
rities, see "Other Investment Policies and Techniques -- Foreign Securities,"
below.

NORTH AMERICAN GOVERNMENT INCOME PORTFOLIO

The North American Government Income Portfolio's investment objective is to
seek the highest level of current income, consistent with what the Adviser
considers to be prudent investment risk, that is available from a portfolio of
debt securities issued or guaranteed by the governments of the United States,
Canada, Mexico and Argentina, their political subdivisions (including Canadian
Provinces but excluding States of the United States), agencies, instrumentali-
ties or authorities ("Government Securities"). The Portfolio seeks high cur-
rent yields by investing in Government Securities denominated in the U.S. Dol-
lar, the Canadian Dollar and the Mexican Peso. Normally, the Portfolio expects
to maintain at least 25% of its assets in securities denominated in the U.S.
Dollar. In addition, the Portfolio may invest up to 25% of its total assets in
debt securities issued by governmental entities of Argentina ("Argentine Gov-
ernment securities"). The Portfolio expects that it will not retain a debt se-
curity which is down-graded below BBB or Baa, or, if unrated, determined by
the Adviser to have undergone similar credit quality deterioration, subsequent
to purchase by the Portfolio. There may be circumstances, however, such as the
downgrading to below investment grade of all of the securities of a governmen-
tal issuer in one of the countries in which the Portfolio has substantial in-
vestments, under which the Portfolio, after considering all the circumstances,
would conclude that it is in the best interests of the shareholders to retain
its holdings in securities of that issuer. The average weighted maturity of
the Portfolio's portfolio of fixed-income securities is expected to vary be-
tween one year or less and 30 years. See "Other Investment Policies and Tech-
niques --Fixed-Income Securities." The Portfolio will utilize certain other
investment techniques, including options and futures.

The Adviser believes that the increasingly integrated economic relationship
among the United States, Canada and Mexico, characterized by the reduction and
projected elimination of most barriers to free trade among the three nations
and the growing coordination of their fiscal and monetary policies, will bene-
fit the economic performance of all three countries and promote greater corre-
lation of currency fluctuation among the U.S. and Canadian Dollars and the
Mexican Peso. See, however, "General Information About the United Mexican
States" and the Fund's Statement of Additional Information

26
<PAGE>

with respect to the current economic crisis and Peso devaluation in Mexico.

The Portfolio may invest its assets in Government Securities considered in-
vestment grade or higher (i.e., securities rated at least BBB by S&P or at
least Baa by Moody's or, if not so rated, of equivalent investment quality as
determined by the Portfolio's Adviser). See "Other Investment Policies and
Techniques -- Securities Ratings," "-- Investments in Fixed-Income Securities
Rated Baa and BBB" and Appendix A.

The Portfolio's Adviser will actively manage the Portfolio's assets in rela-
tion to market conditions and general economic conditions in the United
States, Canada and Mexico and elsewhere, and will adjust the Portfolio's in-
vestments in Government Securities based on its perception of which Government
Securities will best enable the Portfolio to achieve its investment objective.
In this regard, subject to the limitations described above, the percentage of
assets invested in a particular country or denominated in a particular cur-
rency will vary the Portfolio's Adviser's assessment of the relative yield and
appreciation potential of such securities and the relationship of the
country's currency to the U.S. Dollar.

The Portfolio will invest at least, and normally substantially more than, 65%
of its total assets in Government Securities. To the extent that its assets
are not invested in Government Securities, however, the Portfolio may invest
the balance of its total assets in debt securities issued by the governments
of countries located in Central and South America or any of their political
subdivisions, agencies, instrumentalities or authorities, provided that such
securities are denominated in their local currencies and are rated investment
grade or, if not so rated, are of equivalent investment quality as determined
by the Portfolio's Adviser. The Portfolio will not invest more than 10% of its
total assets in debt securities issued by the governmental entities of any one
such country, provided, however, that the Portfolio may invest up to 25% of
its total assets in Argentine Government Securities. Under normal market con-
ditions, the Portfolio will invest at least 65% of its total assets in income-
producing securities.

U.S. Government Securities. Securities issued or guaranteed by the United
States Government, its agencies or instrumentalities include: (i) U.S. Trea-
sury obligations, which differ only in their interest rates, maturities and
times of issuance: U.S. Treasury bills (maturity of one year or less), U.S.
Treasury notes (maturities of one to 10 years), and U.S. Treasury bonds (gen-
erally maturities of greater than 10 years), all of which are backed by the
full faith and credit of the United States, and (ii) obligations issued or
guaranteed by U.S. Government agencies or instrumentalities, including govern-
ment guaranteed mortgage-related securities, some of which are backed by the
full faith and credit of the U.S. Treasury, e.g., direct pass-through certifi-
cates of the Government National Mortgage Association ("GNMA"); some of which
are supported by the right of the issuer to borrow from the U.S. Government,
e.g., obligations of Federal Home Loan Banks; and some of which are backed
only by the credit of the issuer itself, e.g., obligations of the Student Loan
Marketing Association. See the Statement of Additional Information for a de-
scription of obligations issued or guaranteed by U.S. Government agencies or
instrumentalities.

27
<PAGE>

U.S. Government Securities in which the Portfolio may invest also include
"zero coupon" Treasury securities, which are U.S. Treasury bills that are is-
sued without interest coupons, U.S. Treasury notes and bonds which have been
stripped of their unma-tured interest coupons, and receipts or certificates
representing interests in such stripped debt obligations and coupons. A zero
coupon security is a debt obligation that does not entitle the holder to any
periodic payments prior to maturity but; instead, is issued and traded at a
discount from its face amount. The discount varies depending on the time re-
maining until maturity, prevailing interest rates, liquidity of the security
and perceived credit quality of the issuer. The market prices of zero coupon
securities are generally more volatile than those of interest-bearing securi-
ties, and are likely to respond to changes in interest rates to a greater de-
gree than otherwise comparable securities that do pay periodic interest. Cur-
rent federal tax law requires that a holder (such as the Portfolio) of a zero
coupon security accrue a portion of the discount at which the security was
purchased as income each year, even though the holder receives no interest
payment on the security during the year. As a result, in order to make the
distributions necessary for the Portfolio not to be subject to federal income
or excise taxes, the Portfolio might be required to pay out as an income dis-
tribution each year an amount, obtained by liquidation of portfolio securities
if necessary, greater than the total amount of cash that the Portfolio has ac-
tually received as interest during the year. The Adviser believes, however,
that it is highly unlikely that it would be necessary to liquidate any portfo-
lio securities for this purpose.

Currently the only U.S. Treasury security issued without coupons is the Trea-
sury bill. Although the U.S. Treasury does not itself issue Treasury notes and
bonds without coupons, under the U.S. Treasury STRIPS program interest and
principal payments on certain long term treasury securities may be maintained
separately in the Federal Reserve book entry system and may be separately
traded and owned. In addition, in the last few years a number of banks and
brokerage firms have separated ("stripped") the principal portions ("corpus")
from the coupon portions of the U.S. Treasury bonds and notes and sold them
separately in the form of receipts or certificates representing undivided in-
terests in these instruments (which instruments are generally held by a bank
in a custodial or trust account). The staff of the Commission has indicated
that, in its view, these receipts or certificates should be considered as se-
curities issued by the bank or brokerage firm involved and, therefore, should
not be included in the Portfolio's categorization of U.S. Government Securi-
ties. The Portfolio disagrees with the staff's interpretation but has under-
taken that it will not invest in such securities until final resolution of the
issue. If such securities are deemed to be U.S. Government Securities the
Portfolio will not be subject to any limitations on their purchase.

28
<PAGE>

Canadian Government Securities. Canadian Government Securities include the
sovereign debt of Canada or any of its Provinces (Alberta, British Columbia,
Manitoba, New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Is-
land, Quebec and Saskatchewan). Canadian Government Securities in which the
Portfolio may invest include Government of Canada bonds and Government of Can-
ada Treasury bills. The Bank of Canada, acting on behalf of the federal govern-
ment, is responsible for the distribution of these bonds and Treasury bills.
The Bank of Canada offers new issues, as approved by the Government, to spe-
cific investment dealers and banks. Government of Canada Treasury bills are
debt obligations with maturities of less than one year. A new issue of Govern-
ment of Canada bonds frequently consists of several different bonds with vari-
ous maturity dates representing different segments of the yield curve with ma-
turities ranging from one to 25 years. The Bank of Canada usually purchases a
pre-determined amount of each issue.

All Canadian Provinces have outstanding bond issues and several Provinces also
guarantee bond issues of Provincial authorities, agents and Crown corporations.
Each new issue yield is based upon a spread from an outstanding Government of
Canada issue of comparable term and coupon. Spreads in the marketplace are de-
termined by various factors, including the relative supply and the rating as-
signed by the rating agencies.

Many Canadian municipalities, municipal financial authorities and Crown corpo-
rations raise funds through the bond market in order to finance capital
expenditures. Unlike U.S. municipal securities, which have special tax status,
Canadian municipal securities have the same tax status as other Canadian Gov-
ernment Securities and trade similarly to such securities. The Canadian munici-
pal market may be less liquid than the Provincial bond market.

Canadian Government Securities in which the Fund may invest include a modified
pass-through vehicle issued pursuant to the program (the "NHA MBS Program") es-
tablished under the National Housing Act of Canada ("NHA"). Certificates issued
pursuant to the NHA MBS Program ("NHA Mortgage-Related Securities") benefit
from the guarantee of the Canada Mortgage and Housing Corporation ("CMHC", a
federal Crown corporation that is (except for certain limited purposes) an
agency of the Government of Canada whose guarantee (similar to that of GNMA in
the United States) is an unconditional obligation of the Government of Canada
in most circumstances.

Mexican Government Securities. The Portfolio may invest in Mexican Government
Securities of investment grade quality. As of the date of this Prospectus,
there are five Mexican Government Securities denominated in the Mexican Peso
that have been rated investment grade by either S&P or Moody's. These five Mex-
ican Government Securities are Cetes and Tesobonos, each rated A-2 by S&P, and
Ajustabonos, Bondes and Udibonos, each rated BBB+/stable by S&P. The Portfo-
lio's Adviser, however, believes that there are other Peso-denominated Mexican
Government Securities that are of investment grade quality. Currently Floating
Rate Notes, rated BB+/stable by S&P, is the only Mexican Government Security
denominated in U.S. Dollars that is rated investment grade by

29
<PAGE>

S&P. If qualified investments of this nature appear in the future, the Portfo-
lio will consider them for investment.

Mexican Government Securities denominated and payable in the Mexican Peso
include: (i) Cetes, which are book-entry securities sold directly by the Mexi-
can government on a discount basis and with maturities that range from seven to
364 days; (ii) Bondes, which are long-term development bonds issued directly by
the Mexican government with a minimum term of 364 days; and (iii) Ajustabonos,
which are adjustable bonds with a minimum three-year term issued directly by
the Mexican government with the face amount adjusted each quarter by the quar-
terly inflation rate as of the end of the preceding month.

Argentine Government Securities. The Portfolio may invest up to 25% of its to-
tal assets in Argentine Government Securities that are denominated and payable
in the Argentine Peso. Argentine Government Securities include: (i) Bono de In-
version y Crecimiento ("BIC"), which are investment and growth bonds issued di-
rectly by the Argentine government with maturities of ten years; (ii) Bono de
Consolidacion Economica ("BOCON"), which are economic consolidation bonds is-
sued directly by the Argentine government with maturities of ten years and
(iii) Bono de Credito a la Exportacion ("BOCREX"), which are export credit
bonds issued directly by the Argentine government with maturities of four
years. To date, Argentine Government Securities are not rated by either S&P or
Moody's. The Adviser, however, believes that there are Argentine Government Se-
curities that are of investment grade quality.

General Information About Canada. Canada consists of a federation of ten Prov-
inces and two federal territories (which generally fall under federal authori-
ty) with a constitutional division of powers between the federal and Provincial
governments. The Parliament of Canada has jurisdiction over all areas not as-
signed exclusively to the Provincial legislatures, and has jurisdiction over
such matters as the federal public debt and property, the regulation of trade
and commerce, currency and coinage, banks and banking, national defense, the
postal services, navigation and shipping and unemployment insurance.

The Canadian economy is based on the free enterprise system with business orga-
nizations ranging from small owner-operated businesses to large multinational
corporations. Manufacturing and resource industries are large contributors to
the country's economic output, but as in many other highly developed countries,
there has been a gradual shift from a largely goods-producing economy to a pre-
dominantly service-based one. Agriculture and other primary production play a
small but key role in the economy. Canada is also an exporter of energy to the
United States in the form of natural gas (of which Canada has substantial re-
serves) and hydroelectric power, and has significant mineral resources.

Canadian Dollars are fully exchangeable into U.S. Dollars without foreign ex-
change controls or other legal restriction. Since the major developed country
currencies were permitted to float freely against one another, the range of
fluctuation in the U.S. Dollar/Canadian Dollar exchange rate has been narrower
than the range of fluctuation between the U.S. Dollar and most other ma-

30
<PAGE>

jor currencies. Canadian Dollars are fully exchangeable into U.S. Dollars
without foreign exchange controls or other legal restriction. Since the major
developed-country currencies were permitted to float freely against one anoth-
er, the range of fluctuation in the U.S. Dollar/Canadian Dollar exchange rate
generally has been narrower than the range of fluctuation between the U.S.
Dollar and most other major currencies. Between 1991 and 1995, Canada experi-
enced a weakening of its currency. In January 1995, the Canadian Dollar fell
to a nine-year low against the U.S. Dollar, decreasing in value compared to
the U.S. Dollar by approximately 20% from October 1991. During 1995 and 1996,
however, the Canadian Dollar remained steady in value against the U.S. Dollar
at a level of approximately 4% above that low. The range of fluctuation that
occurred in the past is not necessarily indicative of the range of fluctuation
that will occur in the future. Future rates of exchange cannot be accurately
predicted.

General Information About The United Mexican States. The United Mexican States
("Mexico") is a nation formed by 31 states and a Federal District (Mexico
City). The Political Constitution of Mexico, which took effect on May 1, 1917,
established Mexico as a Federal Republic and provides for the separation of
executive, legislative and judicial branches. The President and the members of
the General Congress are elected by popular vote.

While in recent years the Mexican economy has experienced improvement in a
number of areas, including seven consecutive years (1987-1994) of growth in
gross domestic product and a substantial reduction in the rate of inflation
and in public sector financial deficit, beginning in 1994, Mexico has experi-
enced an economic crisis that led to the devaluation of the Peso in December
1994. Much of the past improvement in the Mexican economy has been attribut-
able to a series of economic policy initiatives initiated by the Mexican gov-
ernment over the past decade, which seek to modernize and reform the Mexican
economy, control inflation, reduce the financial deficit, increase public rev-
enues through the reform of the tax system, establish a competitive and stable
currency exchange rate, liberalize trade restrictions and increase investment
and productivity, while reducing the government's role in the economy. In this
regard, the Mexican government has been proceeding with a program for
privatizing certain state owned enterprises, developing and modernizing the
securities markets, increasing investment in the private sector and permitting
increased levels of foreign investment. The adoption effective January 1, 1994
by Canada, the United States and Mexico of the North American Free Trade
Agreement could also contribute to the growth of the Mexican economy.

In 1994 Mexico faced internal and external conditions that resulted in an eco-
nomic crisis that continues to affect the Mexican economy adversely. Growing
trade and current account deficits, which could no longer be financed by
inflows of foreign capital, were factors contributing to the crisis. A weaken-
ing economy and unsettling political and social developments caused investors
to lose confidence in the Mexican economy. This resulted in a large decline in
foreign reserves followed by a sharp and rapid devaluation of the Mexican Pe-
so. The ensuing economic and financial crisis resulted in higher inflation and
domestic interest rates, a con-

31
<PAGE>

traction in real gross domestic product and a liquidity crisis.

In response to the adverse economic conditions that developed at the end of
1994, the Mexican government instituted a new economic program; and a new so-
cial accord among the government, business and labor sectors of the country was
entered into in an effort to stabilize the economy and the financial markets.
To help relieve Mexico's economy, the Mexican government also obtained finan-
cial assistance from the United States, other countries and certain interna-
tional agencies conditioned upon the implementation and continuation of the
economic reform program.

While the Mexican economy has stabilized, and is emerging from a recession, it
continues to suffer from high inflation and high interest rates. Its gross do-
mestic product grew in the second quarter of 1996 after declining for five con-
secutive quarters. The Mexican government has projected a 3.7% increase in the
gross domestic product for 1996 from 1995 and a 4% increase for 1997 from 1996.
In October 1995, and again in October 1996, the Mexican government announced
new accords designed to encourage economic growth and reduce inflation. It can-
not be accurately predicted whether these accords will achieve their objec-
tives. Mexico's economy may also be influenced by international economic condi-
tions, particularly those in the United States, and by world prices for oil and
other commodities. The recovery of the economy will require continued economic
and fiscal discipline as well as stable political and social conditions. There
is no assurance that Mexico's economic policy initiatives will be successful or
that succeeding administrations will continue these initiatives.

In August 1976, the Mexican government established a policy of allowing the
Mexican Peso to float against the U.S. Dollar and other currencies. Under this
policy, the value of the Mexican Peso consistently declined against the U.S.
Dollar. Under economic policy initiatives implemented since December 1987, the
Mexican government introduced a series of schedules allowing for the gradual
devaluation of the Mexican Peso against the U.S. Dollar. These gradual devalua-
tions continued until December 1994. On December 20, 1994, the Mexican govern-
ment announced a new policy that would allow a more substantial yet still con-
trolled devaluation of the Mexican Peso. On December 22, 1994 the Mexican gov-
ernment announced that it would not continue with the policy announced two days
earlier and would instead permit the Peso to float against other currencies,
resulting in a continued decline against the U.S. Dollar. From December 22,
1994 through February 15, 1996, the Mexican Peso decreased in value compared to
the U.S. Dollar by approximately 40%. In 1996, the average annual Peso-Dollar
exchange rate decreased approximately 15% from that in 1995, which itself had
decreased approximately 47% from that in 1994.

Mexico has in the past imposed strict foreign exchange controls. There is no
assurance that future regulatory actions in Mexico would not affect the Fund's
ability to obtain U.S. Dollars in exchange for Mexican Pesos.

General Information About the Republic of Argentina. The Republic of Argentina
("Argentina") consists of 23 provinces and the federal capital of Buenos Aires.
Its federal constitution provides for an executive

32
<PAGE>

branch headed by a President, a legislative branch and a judicial branch. Each
province has its own constitution, and elects its own governor, legislators
and judges, without the intervention of the federal government.

The military has intervened in the political process on several occasions
since the 1930's and has ruled the country for 22 of the past 65 years. The
most recent military government ruled the country from 1976 to 1983. Four un-
successful military uprisings have occurred since 1983, the most recent in De-
cember 1990.

Shortly after taking office in 1989, the country's current President adopted
market-oriented and reformist policies, including a large privatization pro-
gram, a reduction in the size of the public sector and an opening of the econ-
omy to international competition.

In the decade prior to the current announcement of a new economic plan in
March 1991, the Argentine economy was characterized by low and erratic growth,
declining investment rates and rapidly worsening inflation. Despite its
strengths, which include a well-balanced natural resource base and a high lit-
eracy rate, the Argentine economy failed to respond to a series of economic
plans in the 1980's. The 1991 economic plan represented a pronounced departure
from its predecessors in calling for raising revenues, cutting expenditures
and reducing the public deficit. The extensive privatization program commenced
in 1989 was accelerated, the domestic economy deregulated and opened up to
foreign trade and the frame-work for foreign investment reformed. As a result
of the economic stabilization reforms, gross domestic product increased for
four consecutive years before declining in 1995. By the second quarter of
1996, however, gross domestic product had increased 4.8% from the second quar-
ter of 1995 and preliminary data for the third quarter of 1996 indicate a 6.6%
increase from the third quarter of 1995. The rate of inflation is generally
viewed to be under control.

Significant progress was also made between 1991 and 1994 in rescheduling Ar-
gentina's debt with both external and domestic creditors, which improved fis-
cal cash flows in the medium terms and allowed a return to voluntary credit
markets. Further reforms are currently being implemented in order to sustain
and continue the progress to date. There is no assurance that Argentina's eco-
nomic policy initiatives will be successful or that succeeding administrations
will continue these initiatives.

In 1995 economic policy was directed toward the effects of the Mexican cur-
rency crisis. The Mexican currency crisis led to a run on bank deposits, which
was brought under control by a series of measures designed to strengthen the
financial system. The measures included the "dollarization" of banking re-
serves, the establishment of two trust funds, and the implementation of lim-
ited deposit insurance.

In 1991 the Argentine government enacted currency reforms, which required the
domestic currency to be fully backed by foreign exchange reserves, in an ef-
fort to make the Argentine Peso fully convertible into the U.S. Dollar at a
rate of one to one.

The Argentine Peso has been the Argentine currency since January 1, 1992.
Since that date, the rate of exchange from the Argen-

33
<PAGE>

tine Peso to the U.S. Dollar has remained approximately one to one. The fixed
exchange rate has been instrumental in stabilizing the economy, but has not
reduced pressures from a slow-growth economy and record unemployment. It is
not clear that the government will be able to resist pressure to devalue the
currency. However, the historic range is not necessarily indicative of fluctu-
ations that may occur in the exchange rate over time and future rates of ex-
change cannot be accurately predicted. The Argentine foreign exchange market
was highly controlled until December 1989, when a free exchange rate was es-
tablished for all foreign currency transactions. Argentina has eliminated re-
strictions on foreign direct investment and capital repatriation. On September
8, 1993, legislation was adopted abolishing previous requirements of a three-
year waiting period for capital repatriation. Under the new legislation, for-
eign investors will be permitted to remit profits at any time.

ADDITIONAL INVESTMENT POLICIES AND PRACTICES

The North American Government Income Portfolio may utilize various investment
strategies to hedge its investment portfolio against currency and other risks.
The Portfolio may write covered put and call options and purchase put and call
options on U.S. and foreign securities exchanges and over-the-counter, enter
into contracts for the purchase and sale for future delivery of fixed income
securities or foreign currencies or contracts based on financial indices or
common stocks and purchase and write put and call options on such futures con-
tracts or on foreign currencies and purchase or sell forward foreign currency
exchange contracts. In furtherance of its investment policies, the Portfolio
may enter into interest rate swaps and may purchase or sell interest rate caps
and floors and may purchase and sell options on fixed income securities. The
Portfolio may also enter into forward commitments for the purchase or sale of
securities, enter into repurchase agreements, standby commitments and make se-
cured loans of its portfolio securities. See "Other Investment Policies and
Techniques."

Risks of Investments in Foreign Securities. Investing in securities issued by
foreign governments involves considerations and possible risks not typically
associated with investing in U.S. Government Securities. For a description of
certain risks associated with investing in foreign securities, see "Other In-
vestment Policies and Techniques -- Foreign Securities," below.

The Portfolio believes that, except for currency fluctuations between the U.S.
Dollar and the Canadian Dollar, the risks of investment in foreign securities
are not likely to have a material adverse effect on the Portfolio's invest-
ments in the securities of Canadian issuers or investments denominated in Ca-
nadian Dollars. The risks of investment in foreign securities described in
"Other Investment Policies and Techniques --Foreign Securities," below are
more likely to have a material adverse effect on the Portfolio's investments
in the securities of Mexican and other non-Canadian Foreign issuers, including
investments in securities denominated in Mexican Pesos or other non-Canadian
Foreign currencies. If not hedged, however, currency fluctuations could affect
the unrealized appreciation and depreciation of non-Canadian Government Secu-
rities as expressed in U.S. dollars.

34
<PAGE>

Currency Risks. Because Portfolio assets will be invested in fixed income se-
curities denominated in the Canadian Dollar, the Mexican Peso and other for-
eign currencies and because a substantial portion of the Portfolio's revenues
will be received in currencies other than the U.S. Dollar, the U.S. Dollar
equivalent of the Portfolio's net assets and distributions will be adversely
affected by reductions in the value of certain foreign currencies relative to
the U.S. Dollar. These changes will also affect the Portfolio's income. If the
value of the foreign currencies in which the Portfolio receives income falls
relative to the U.S. Dollar between receipt of the income and the making of
Portfolio distributions, the Portfolio may be required to liquidate securities
in order to make distributions if the Portfolio has insufficient cash in U.S.
Dollars to meet the distribution requirements that the Portfolio must satisfy
to qualify as a regulated investment company for federal income tax purposes.
Similarly, if an exchange rate declines between the time the Portfolio incurs
expenses in U.S. Dollars and the time cash expenses are paid, the amount of
the currency required to be converted into U.S. Dollars in order to pay ex-
penses in U.S. Dollars could be greater than the equivalent amount of such ex-
penses in the currency at the time they were incurred. In light of these
risks, the Portfolio may engage in certain currency hedging transactions,
which themselves involve certain special risks. See "Other Investment Policies
and Techniques -- Hedging Techniques."

GLOBAL DOLLAR GOVERNMENT PORTFOLIO

The Global Dollar Government Portfolio's primary investment objective is to
seek a high level of current income. Its secondary investment objective is
capital appreciation. In seeking to achieve these objectives, the Portfolio
will invest at least 65% of its total assets in fixed income securities issued
or guaranteed by foreign governments, including participations in loans be-
tween foreign governments and financial institutions, and interests in enti-
ties organized and operated for the purpose of restructuring the investment
characteristics of instruments issued or guaranteed by foreign governments
("Sovereign Debt Obligations"). The Portfolio's investments in Sovereign Debt
Obligations will emphasize obligations of a type customarily referred to as
"Brady Bonds," that are issued as part of debt restructurings and that are
collateralized in full as to principal due at maturity by zero coupon obliga-
tions issued by the U.S. government, its agencies or instrumentalities ("Col-
lateralized Brady Bonds"). The Portfolio may also invest up to 35% of its to-
tal assets in U.S. and non-U.S. corporate fixed income securities. The Portfo-
lio will limit its investments in Sovereign Debt Obligations and U.S. and non-
U.S. corporate fixed income securities to U.S. dollar denominated securities.
The Adviser expects that, based upon current market conditions, the Fund's
portfolio of U.S. fixed-income securities will have an average maturity range
of approximately nine to 15 years and the Fund's portfolio of non-U.S. fixed-
income securities will have an average maturity range of approximately 15 to
25 years. The Adviser anticipates that the Fund's portfolio of sovereign debt
obligations will have a longer average maturity.

With respect to its investments in Sovereign Debt Obligations and non-U.S.
corporate fixed income securities, the Fund will emphasize investments in
countries that are

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<PAGE>

considered emerging market countries at the time of purchase. As used in this
Prospectus, an "emerging market country" is any country that is considered to
be an emerging or developing country by the International Bank for Reconstruc-
tion and Development (commonly referred to as the "World Bank"). The Portfolio
anticipates that a substantial part of its initial investment focus will be in
the U.S. dollar denominated securities or obligations of Argentina, Brazil,
Mexico, Morocco, the Philippines and Venezuela because these countries are now,
or are expected by the Adviser at a future date to be, the principal partici-
pants in debt restructuring programs (including, in the case of Argentina, Mex-
ico, the Philippines and Venezuela, issuers of currently outstanding Brady
Bonds) that, in the Adviser's opinion, will provide the most attractive invest-
ment opportunities for the Portfolio. See Appendix E to the Fund's Statement of
Additional Information for information about those six countries. The Adviser
anticipates that other countries that will provide initial investment opportu-
nities for the Portfolio include, among others, Bolivia, Costa Rica, the Domin-
ican Republic, Ecuador, Nigeria, Panama, Peru, Poland, Thailand, Turkey and Ur-
uguay. See "Brady Bonds" below.

The Portfolio may invest up to 30% of its total assets in the Sovereign Debt
Obligations and corporate fixed income securities of issuers in any one of Ar-
gentina, Brazil, Mexico, Morocco, the Philippines or Venezuela, and the Portfo-
lio will limit investments in the Sovereign Debt Obligations of each such coun-
try (or of any other single foreign country) to less than 25% of its total as-
sets. The Portfolio expects that it will not invest more than 10% of its total
assets in the Sovereign Debt Obligations and corporate fixed income securities
of issuers in any other single foreign country. At present, each of the above-
named countries is an "emerging market country."

In selecting and allocating assets among countries, the Adviser will develop a
long-term view of those countries and will analyze sovereign risk by focusing
on factors such as a country's public finances, monetary policy, external ac-
counts, financial markets, stability of exchange rate policy and labor condi-
tions. In selecting and allocating assets among corporate issues within a given
country, the Adviser will consider the relative financial strength of issues
and expects to emphasize investments in securities of issuers that, in the Ad-
viser's opinion, are undervalued within each market sector. The Portfolio is
not required to invest any specified minimum amount of its total assets in the
securities or obligations of issues located in any particular country.

Sovereign Debt Obligations held by the Portfolio will take the form of bonds,
notes, bills, debentures, warrants, short-term paper, loan participations, loan
assignments and interests issued by entities organized and operated for the
purpose of restructuring the investment characteristics of other Sovereign Debt
Obligations. Sovereign Debt Obligations held by the Portfolio generally will
not be traded on a securities exchange. The U.S. and non-U.S. corporate fixed
income securities held by the Portfolio will include debt securities, convert-
ible securities and preferred stocks of corporate issuers. The Portfolio will
not be subject to restrictions on the maturities of the securities it holds.
The Adviser expects that, based upon

36
<PAGE>

current market conditions, the Portfolio's investment portfolio of U.S. fixed-
income securities will have an average maturity range of approximately 9 to 15
years and the Portfolio's portfolio of non-U.S. fixed income securities will
have an average maturity range of approximately 15 to 25 years. The Adviser
anticipates that the Portfolio's portfolio of Sovereign Debt Obligations will
have a longer average maturity.

Substantially all of the Portfolio's assets will be invested in high yield,
high risk debt securities that are lower-rated (i.e., below investment grade),
or of comparable quality and unrated, and that are considered to be predomi-
nantly speculative as regards the issuer's capacity to pay interest and repay
principal. See "Other Investment Policies and Techniques -- Securities Rat-
ings," "-- Investment in Lower-Rated Fixed-Income Securities" and "Appendix
A."

A substantial portion of the Portfolio's investments will be in (i) securities
which were initially issued at discounts from their face values ("Discount Ob-
ligations") and (ii) securities purchased by the Portfolio at a price less
than their stated face amount or, in the case of Discount Obligations, at a
price less than their issue price plus the portion of "original issue dis-
count" previously accrued thereon, i.e., purchased at a "market discount." Un-
der current federal tax law and in furtherance of its primary investment ob-
jective of seeking high current income, the Portfolio will accrue as current
income each year a portion of the original issue and/or market discount at
which each such obligation is purchased by the Portfolio even though the Port-
folio does not receive during the year cash interest payments on the obliga-
tion corresponding to the accrued discount. Under the minimum distribution re-
quirements of the Code, the Portfolio may be required to pay out as an income
distribution each year an amount significantly greater than the total amount
of cash interest the Portfolio has actually received as interest during the
year. Such distributions will be made from the cash assets of the Portfolio,
from borrowings or by liquidation of portfolio securities, if necessary. The
risks associated with holding illiquid may be accentuated at such times. The
Portfolio believes, however, that it is highly unlikely that it would be nec-
essary to liquidate portfolio securities in order to make such required dis-
tributions or to meet its primary investment objective of high current income.
See "Illiquid Securities."

Brady Bonds. As noted above, a significant portion of the Portfolio's invest-
ment portfolio will consist of debt obligations customarily referred to as
"Brady Bonds," which are created through the exchange of existing commercial
bank loans to foreign entities for new obligations in connection with debt
restructurings under a plan introduced by former U.S. Secretary of the Trea-
sury, Nicholas F. Brady (the "Brady Plan"). Brady Bonds have been issued only
recently, and, accordingly, do not have a long payment history. They may be
collateralized or uncollateralized and issued in various currencies (although
most are dollar-denominated) and they are actively traded in the over-the-
counter secondary market.

Dollar-denominated, Collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are generally collateralized in full as
to principal due at maturity by U.S. Treasury zero coupon ob-

37
<PAGE>

ligations which have the same maturity as the Brady Bonds. Interest payments on
these Brady Bonds generally are collateralized by cash or securities in an
amount that, in the case of fixed rate bonds, is equal to at least one year of
rolling interest payments based on the applicable interest rate at that time
and is adjusted at regular intervals thereafter. Certain Brady Bonds are enti-
tled to "value recovery payments" in certain circumstances, which in effect
constitute supplemental interest payments but generally are not collateralized.
Brady Bonds are often viewed as having three or four valuation components: (i)
the collateralized repayment of principal at final maturity; (ii) the collater-
alized interest payments; (iii) the uncollateralized interest payments; and
(iv) any uncollateralized repayment of principal at maturity (these
uncollateralized amounts constitute the "residual risk"). In the event of a de-
fault with respect to Collateralized Brady Bonds as a result of which the pay-
ment obligations of the issuer are accelerated, the U.S. Treasury zero coupon
obligations held as collateral for the payment of principal will not be dis-
tributed to investors, nor will such obligations be sold and the proceeds dis-
tributed. The collateral will be held by the collateral agent to the scheduled
maturity of the defaulted Brady Bonds, which will continue to be outstanding at
which time the face amount of the collateral will equal the principal payments
which would have then been due on the Brady Bonds in the normal course. In ad-
dition, in light of the residual risk of Brady Bonds and, among other factors,
the history of defaults with respect to commercial bank loans by public and
private entities of countries issuing Brady Bonds, investments in Brady Bonds
are to be viewed as speculative.

Structured Securities. The Portfolio may invest up to 25% of its total assets
in interests in entities organized and operated solely for the purpose of re-
structuring the investment characteristics of Sovereign Debt Obligations. This
type of restructuring involves the deposit with or purchase by an entity, such
as a corporation or trust, of specified instruments (such as commercial bank
loans or Brady Bonds) and the issuance by that entity of one or more classes of
securities ("Structured Securities") backed by, or representing interests in,
the underlying instruments. The cash flow on the underlying instruments may be
apportioned among the newly issued Structured Securities to create securities
with different investment characteristics such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to Structured Securities is dependent on the extent of the cash
flow on the underlying instruments. Because Structured Securities of the type
in which the Portfolio anticipates it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the un-
derlying instruments.

The Portfolio is permitted to invest in a class of Structured Securities that
is either subordinated or unsubordinated to the right of payment of another
class. Subordinated Structured Securities typically have higher yields and
present greater risks than unsubordinated Structured Securities.

Certain issuers of Structured Securities may be deemed to be "investment compa-
nies" as defined in the Investment Company Act of 1940, as amended (the "1940
Act"). As a result, the Portfolio's investment in these Structured Securities
may be limited by the

38
<PAGE>

restrictions contained in the 1940 Act described below under "Investment in
Other Investment Companies."

Loan Participations and Assignments. The Portfolio may invest in fixed and
floating rate loans ("Loans") arranged through private negotiations between an
issuer of Sovereign Debt Obligations and one or more financial institutions
("Lenders"). The Portfolio's investments in Loans are expected in most in-
stances to be in the form of participations in Loans ("Participations") and
assignments of all or a portion of Loans ("Assignments") from third parties.
The Portfolio may invest up to 25% of its total assets in Participations and
Assignments. The government that is the borrower on the Loan will be consid-
ered by the Portfolio to be the issuer of a Participation or Assignment for
purposes of the Portfolio's fundamental investment policy that it will not in-
vest 25% or more of its total assets in securities of issuers conducting their
principal business activities in the same industry (i.e., foreign government).
The Portfolio's investment in Participations typically will result in the
Portfolio having a contractual relationship only with the Lender and not with
the borrower. The Portfolio will acquire Participations only if the Lender
interpositioned between the Portfolio and the borrower is a Lender having to-
tal assets of more than $25 billion and whose senior unsecured debt is rated
investment grade or higher (i.e., Baa or higher by Moody's or BBB or higher by
S&P).

When the Portfolio purchases Assignments from Lenders it will acquire direct
rights against the borrower on the Loan. Because Assignments are arranged
through private negotiations between potential assignees and potential assign-
ors, however, the rights and obligations acquired by the Portfolio as the pur-
chaser of an Assignment may differ from, and be more limited than, those held
by the assigning Lender. The assignability of certain Sovereign Debt Obliga-
tions is restricted by the governing documentation as to the nature of the as-
signee such that the only way in which the Portfolio may acquire an interest
in a Loan is through a Participation and not an Assignment. The Portfolio may
have difficulty disposing of Assignments and Participations because to do so
it will have to assign such securities to a third party. Because there is no
liquid market for such securities, the Portfolio anticipates that such securi-
ties could be sold only to a limited number of institutional investors. The
lack of a liquid secondary market may have an adverse impact on the value of
such securities and the Portfolio's ability to dispose of particular Assign-
ments or Participations when necessary to meet the Portfolio's liquidity needs
in response to a specific economic event such as a deterioration in the cred-
itworthiness of the borrower. The lack of a liquid secondary market for As-
signments and Participations also may make it more difficult for the Portfolio
to assign a value to these securities for purposes of valuing the Portfolio's
portfolio and calculating its net asset value.

U.S. and Non-U.S. Corporate Fixed Income Securities. U.S and non-U.S. corpo-
rate fixed income securities include debt securities, convertible securities
and preferred stocks of corporate issuers. Differing yields on fixed income
securities of the same maturity are a function of several factors, including
the relative financial strength of the issuers. Higher yields are generally
available from securities in the lower rating categories. When

39
<PAGE>

the spread between the yields of lower rated obligations and those of more
highly rated issues is relatively narrow, the Portfolio may invest in the
latter since they may provide attractive returns with somewhat less risk. The
Portfolio expects to invest in investment grade securities (i.e. securities
rated Baa or better by Moody's or BBB or better by S&P) and in high yield,
high risk lower rated securities (i.e., securities rated lower than Baa by
Moody's or BBB by S&P and commonly referred to as "junk bonds") and in unrated
securities of comparable credit quality. Unrated securities will be considered
for investment by the Portfolio when the Adviser believes that the financial
condition of the issuers of such obligations and the protection afforded by
the terms of the obligations themselves limit the risk to the Portfolio to a
degree comparable to that of rated securities which are consistent with the
Portfolio's investment objectives and policies. During the Fund's fiscal year
ended December 31, 1996, on a weighted average basis, the percentages of the
Portfolio's assets invested in securities rated (or considered by the Adviser
to be of equivalent quality to securities rated) in particular rating catego-
ries were 8% in A and above, 8% in Ba or BB, 4% in B, 1% in CC and 79% in non-
rated. See "Certain Risk Considerations" for a discussion of the risks associ-
ated with the Portfolio's investments in U.S. and non-U.S. corporate fixed in-
come securities.

Investment in Other Investment Companies. The Portfolio may invest in other
investment companies whose investment objectives and policies are consistent
with those of the Portfolio. In accordance with the 1940 Act, the Portfolio
may invest up to 10% of its total assets in securities of other investment
companies. In addition, under the 1940 Act the Portfolio may not own more than
3% of the total outstanding voting stock of any investment company and not
more than 5% of the value of the Portfolio's total assets may be invested in
the securities of any investment company. If the Portfolio acquired shares in
investment companies, shareholders would bear both their proportionate share
of expenses in the Portfolio (including management and advisory fees) and, in-
directly, the expenses of such investment companies (including management and
advisory fees).

Warrants. The Portfolio may invest in warrants, which are securities permit-
ting, but not obligating, their holder to subscribe for other securities. The
Portfolio may invest in warrants for debt securities or warrants for equity
securities that are acquired as units with debt instruments. Warrants do not
carry with them the right to dividends or voting rights with respect to the
securities that they entitle their holder to purchase, and they do not repre-
sent any rights in the assets of the issuer. As a result, an investment in
warrants may be considered more speculative than certain other types of in-
vestments. In addition, the value of a warrant does not necessarily change
with the value of the underlying securities, and a warrant ceases to have
value if it is not exercised prior to its expiration date. The Portfolio does
not intend to retain in its portfolio any common stock received upon the exer-
cise of a warrant and will sell the common stock as promptly as practicable
and in a manner that it believes will reduce its risk of a loss in connection
with the sale. The Portfolio does not intend to retain in its portfolio any
warrant for equity securities acquired as a unit with a debt instrument, if
the warrant

40
<PAGE>

begins to trade separately from the related debt instrument.

Reverse Repurchase Agreements and Dollar Rolls. The Portfolio may also use re-
verse repurchase agreements and dollar rolls as part of its investment strate-
gy. Reverse repurchase agreements involve sales by the Portfolio of portfolio
assets concurrently with an agreement by the Portfolio to repurchase the same
assets at a later date at a fixed price. Generally, the effect of such a
transaction is that the Portfolio can recover all or most of the cash invested
in the portfolio securities involved during the term of the reverse repurchase
agreement, while it will be able to keep the interest income associated with
those portfolio securities. Such transactions are only advantageous if the in-
terest cost to the Portfolio of the reverse repurchase transaction is less
than the cost of otherwise obtaining the cash.

The Portfolio may enter into dollar rolls in which the Portfolio sells securi-
ties for delivery in the current month and simultaneously contracts to repur-
chase substantially similar (same type and coupon) securities on a specified
future date. During the roll period, the Portfolio forgoes principal and in-
terest paid on the securities. The Portfolio is compensated by the difference
between the current sales price and the lower forward price for the future
purchase (often referred to as the "drop") as well as by the interest earned
on the cash proceeds of the initial sale.

The Portfolio will establish a segregated account with its custodian in which
it will maintain cash and/or liquid high grade debt securities equal in value
to its obligations in respect of reverse repurchase agreements and dollar
rolls. Reverse repurchase agreements and dollar rolls involve the risk that
the market value of the securities the Portfolio is obligated to repurchase
under the agreement may decline below the repurchase price. In the event the
buyer of securities under a reverse repurchase agreement or dollar roll files
for bankruptcy or becomes insolvent, the Portfolio's use of the proceeds of
the agreement may be restricted pending a determination by the other party, or
its trustee or receiver, whether to enforce the Portfolio's obligation to re-
purchase the securities.

Reverse repurchase agreements and dollar rolls are speculative techniques and
are considered borrowings by the Portfolio. Under the requirements of the 1940
Act, the Portfolio is required to maintain an asset coverage of at least 300%
of all borrowings. Reverse repurchase agreements and dollar rolls, together
with any borrowing will not exceed 33% of the Portfolio's total assets, less
liabilities other than any borrowing.

Short Sales. The Portfolio may make short sales of securities or maintain a
short position only for the purpose of deferring realization of gain or loss
for U.S. federal income tax purposes, provided that at all times when a short
position is open the Portfolio owns an equal amount of such securities of the
same issue as, and equal in amount to, the securities sold short. In addition,
the Portfolio may not make a short sale if more than 10% of the Portfolio's
net assets (taken at market value) is held as collateral for short sales at
any one time. If the price of the security sold short increases between the
time of the short sale and the time the Portfolio replaces the borrowed se-

41
<PAGE>

curity, the Portfolio will incur a loss; conversely, if the price declines,
the Portfolio will realize a capital gain. See "Investment Restrictions" in
the Statement of Additional Information. See "Dividends, Distributions and
Taxes -- Tax Straddles" in the Statement of Additional Information for a dis-
cussion of certain special Federal income tax considerations that may apply to
short sales which are entered into by the Fund.

In furtherance of its investment policies, the Portfolio may, without limit,
enter into interest rate swaps and may purchase or sell interest rate caps and
floors and may purchase and sell options on fixed income securities and indi-
ces thereof. The Portfolio may also enter into forward commitments for the
purchase or sale of securities, enter into repurchase agreements, standby com-
mitments and make secured loans of its portfolio securities. See "Other In-
vestment Policies and Techniques."

Future Developments. The Portfolio may, following written notice to its share-
holders, take advantage of other investment practices which are not at present
contemplated for use by the Portfolio or which currently are not available but
which may be developed, to the extent such investment practices are both con-
sistent with the Portfolio's investment objectives and legally permissible for
the Portfolio. Such investment practices, if they arise, may involve risks
which exceed those involved in the activities described above.

Sovereign Debt Obligations. No established secondary markets may exist for
many of the Sovereign Debt Obligations in which the Portfolio will invest. Re-
duced secondary market liquidity may have an adverse effect on the market
price and the Portfolio's ability to dispose of particular instruments when
necessary to meet its liquidity requirements or in response to specific eco-
nomic events such as a deterioration in the creditworthiness of the issuer.
Reduced secondary market liquidity for certain Sovereign Debt Obligations may
also make it more difficult for the Portfolio to obtain accurate market quota-
tions for purpose of valuing its portfolio. Market quotations are generally
available on many Sovereign Debt Obligations only from a limited number of
dealers and may not necessarily represent firm bids of those dealers or prices
for actual sales.

By investing in Sovereign Debt Obligations, the Portfolio will be exposed to
the direct or indirect consequences of political, social and economic changes
in various countries. Political changes in a country may affect the willing-
ness of a foreign government to make or provide for timely payments of its ob-
ligations. The country's economic status, as reflected, among other things, in
its inflation rate, the amount of its external debt and its gross domestic
product, will also affect the government's ability to honor its obligations.

The Sovereign Debt Obligations in which the Portfolio will invest in most
cases pertain to countries that are among the world's largest debtors to com-
mercial banks, foreign governments, international financial organizations and
other financial institutions. In recent years, the governments of some of
these countries have encountered difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructur-
ing of certain indebtedness. Restructuring arrangements have included, among
other things, reduc-

42
<PAGE>

ing and rescheduling interest and principal payments by negotiating new or
amended credit agreements or converting outstanding principal and unpaid in-
terest to Brady Bonds, and obtaining new credit to finance interest payments.
Certain governments have not been able to make payments of interest on or
principal of Sovereign Debt Obligations as those payments have come due. Obli-
gations arising from past restructuring agreements may affect the economic
performance and political and social stability of those issuers.

The ability of governments to make timely payments on their obligations is
likely to be influenced strongly by the issuer's balance of payments, includ-
ing export performance, and its access to international credits and invest-
ments. To the extent that a country receives payment for its exports in cur-
rencies other than dollars, its ability to make debt payments denominated in
dollars could be adversely affected. To the extent that a country develops a
trade deficit, it will need to depend on continuing loans from foreign govern-
ments, multilateral organizations or private commercial banks, aid payments
from foreign governments and on inflows of foreign investment. The access of a
country to these forms of external funding may not be certain, and a with-
drawal of external funding could adversely affect the capacity of a government
to make payments on its obligations. In addition, the cost of servicing debt
obligations can be affected by a change in international interest rates since
the majority of these obligations carry interest rates that are adjusted peri-
odically based upon international rates.

The Portfolio is permitted to invest in Sovereign Debt Obligations that are
not current in the payment of interest or principal or are in default, so long
as the Adviser believes it to be consistent with the Portfolio's investment
objectives. The Portfolio may have limited legal recourse in the event of a
default with respect to certain Sovereign Debt Obligations it holds. For exam-
ple, remedies from defaults on certain Sovereign Debt Obligations, unlike
those on private debt, must, in some cases, be pursued in the courts of the
defaulting party itself. Legal recourse therefore may be significantly dimin-
ished. Bankruptcy, moratorium and other similar laws applicable to issuers of
Sovereign Debt Obligations may be substantially different from those applica-
ble to issuers of private debt obligations. The political context, expressed
as the willingness of an issuer of Sovereign Debt Obligations to meet the
terms of the debt obligation, for example, is of considerable importance. In
addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of securities issued by foreign gov-
ernments in the event of default under commercial bank loan agreements.

U.S. Corporate Fixed Income Securities. The U.S. corporate fixed income secu-
rities in which the Portfolio will invest may include securities issued in
connection with corporate restructurings such as takeovers or leveraged
buyouts, which may pose particular risks. Securities issued to finance corpo-
rate restructurings may have special credit risks due to the highly leveraged
conditions of the issuer. In addition, such issuers may lose experienced man-
agement as a result of the restructuring. Finally, the market price of such
securities may be more volatile to the extent that expected benefits from the

43
<PAGE>

restructuring do not materialize. The Portfolio may also invest in U.S. corpo-
rate fixed income securities that are not current in the payment of interest
or principal or are in default, so long as the Adviser believes such invest-
ment is consistent with the Portfolio's investment objectives. The Portfolio's
rights with respect to defaults on such securities will be subject to applica-
ble U.S. bankruptcy, moratorium and other similar laws.

UTILITY INCOME PORTFOLIO

The Utility Income Portfolio's investment objective is to seek current income
and capital appreciation by investing primarily in equity and fixed-income se-
curities of companies in the utilities industry. The Portfolio may invest in
securities of both United States and foreign issuers, although no more than
15% of the Portfolio's total assets will be invested in issuers in any one
foreign country. The utilities industry consists of companies engaged in (i)
the manufacture, production, generation, provision, transmission, sale and
distribution of gas and electric energy, and communications equipment and
services, including telephone, telegraph, satellite, microwave and other com-
panies providing communication facilities for the public, or (ii) the provi-
sion of other utility or utility-related goods and services, including, but
not limited to, entities engaged in water provision, cogeneration, waste dis-
posal system provision, solid waste electric generation, independent power
producers and non-utility generators. As a matter of fundamental policy, the
Portfolio will, under normal circumstances, invest at least 65% of the value
of its total assets in securities of companies in the utilities industry. The
Portfolio considers a company to be in the utilities industry if, during the
most recent twelve month period, at least 50% of the company's gross revenues,
on a consolidated basis, is derived from its utilities activities. At least
65% of the Portfolio's total assets are to be invested in income-producing se-
curities.

The Portfolio's investment objective and policies are designed to take advan-
tage of the characteristics and historical performance of securities of compa-
nies in the utilities industry. Many of these companies have established a
reputation for paying regular dividends and for increasing their common stock
dividends over time. In evaluating particular issuers, the Adviser will con-
sider a number of factors, including historical growth rates and rates of re-
turn on capital, financial condition and resources, management skills and such
industry factors as regulatory environment and energy sources. With respect to
investments in equity securities, the Adviser will consider the prospective
growth in earnings and dividends in relation to price/earnings ratios, yield
and risk. The Adviser believes that above-average dividend returns and below-
average price/earnings ratios are factors that not only provide current income
but also generally tend to moderate risk and to afford opportunity for appre-
ciation of securities owned by the Portfolio.

The Portfolio will invest in equity securities, such as common stocks, securi-
ties convertible into common stocks and rights and warrants to subscribe for
purchase of common stocks, and in fixed-income securities, such as bonds and
preferred stocks. There are no fixed percentage limits on the allocation of
the Portfolio's investments between equity securities and fixed income securi-
ties. Rath-

44
<PAGE>

er, the Portfolio will vary the percentage of assets invested in any one type
of security based upon the Adviser's evaluation as to the appropriate portfo-
lio structure for achieving the Portfolio's investment objective under pre-
vailing market, economic and financial conditions. Certain securities (such as
fixed-income securities) will be selected on the basis of their current yield,
while other securities may be purchased for their growth potential. The values
of fixed-income securities change as the general levels of interest rates
fluctuate. When interest rates decline, the values of fixed income securities
can be expected to increase, and when interest rates rise, the values of fixed
income securities can be expected to decrease. The Adviser expects that the
average weighted maturity of the Portfolio's portfolio of fixed-income securi-
ties may, depending upon market conditions, vary between 5 and 25 years.

The Portfolio may maintain up to 35% of its net assets in fixed-income securi-
ties rated below Baa by Moody's or below BBB by S&P or Fitch Investors Serv-
ice, Inc. ("Fitch") or, if not rated, of comparable investment quality as de-
termined by the Adviser. Such high-risk, high-yield securities (commonly re-
ferred to as "junk bonds") are considered to have speculative or, in the case
of relatively low ratings, predominantly speculative characteristics. See
"Other Investment Policies and Techniques -- Securities Ratings," "-- Invest-
ment in Lower-Rated Fixed-Income Securities" and Appendix A. The Portfolio
will not retain a security which is down-graded below B, or if unrated, deter-
mined by the Adviser to have undergone similar credit quality deterioration
subsequent to purchase.

Convertible Securities. Utilities frequently issue convertible securities.
Convertible securities include bonds, debentures, corporate notes and pre-
ferred stocks that are convertible at a stated exchange rate into common
stock. Prior to their conversion, convertible securities have the same general
characteristics as non-convertible debt securities, which provide a stable
stream of income with generally higher yields than those of equity securities
of the same or similar issuers. As with all debt securities, the market value
of convertible securities tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. While convertible securi-
ties generally offer lower interest or dividend yields than non-convertible
debt securities of similar quality, they do enable the investor to benefit
from increases in the market price of the underlying common stock. The Portfo-
lio may invest up to 30% of its net assets in the convertible securities of
companies whose common stocks are eligible for purchase by the Portfolio under
the investment policies described above.

Rights and Warrants. The Portfolio may invest up to 5% of its net assets in
rights or warrants which entitle the holder to buy equity securities at a spe-
cific price for a specific period of time, but will do so only if the equity
securities themselves are deemed appropriate by the Adviser for inclusion in
the Portfolio's portfolio.

UTILITIES INDUSTRY

United States Utilities. The United States utilities industry has experienced
significant changes in recent years. Electric utility companies in general
have been favorably affected by lower fuel costs, the full or near completion
of major construction

45
<PAGE>

programs and lower financing costs. In addition, many utility companies have
generated cash flows in excess of current operating expenses and construction
expenditures, permitting some degree of diversification into unregulated busi-
nesses. Some electric utilities have also taken advantage of the right to sell
power outside of their historical territories. At this time, there are certain
institutional impediments to the wide-scale deregulation of electric utilities,
including among other things, limitations on the redistribution of power. The
Adviser believes, however, that recent developments, including the enactment of
the Energy Policy Act of 1992, may alleviate certain existing restrictions.

Electric utilities that use coal in connection with the production of electric
power are particularly susceptible to environmental regulation, including the
requirements of the federal Clean Air Act and of similar state laws. Such regu-
lation may necessitate large capital expenditures in order for the utility to
achieve compliance. Due to the public, regulatory and governmental concern with
the cost and safety of nuclear power facilities in general, certain electric
utilities with uncompleted nuclear power facilities may have problems complet-
ing and licensing such facilities. Regulatory changes with respect to nuclear
and conventionally fueled generating facilities could increase costs or impair
the ability of such electric utilities to operate such facilities, thus reduc-
ing their ability to service dividend payments with respect to the securities
they issue. Electric utilities that utilize nuclear power facilities must apply
for recommissioning from the Nuclear Regulatory Commission after 40 years.
Failure to obtain recommissioning could result in an interruption of service or
the need to purchase more expensive power from other entities, and could sub-
ject the utility to significant capital construction costs in connection with
building new nuclear or alternative-fuel power facilities, upgrading existing
facilities or converting such facilities to alternative fuels.

Rates of return of utility companies generally are subject to review and limi-
tation by state public utilities commissions and tend to fluctuate with mar-
ginal financing costs. Rate changes, however, ordinarily lag behind the changes
in financing costs, and thus can favorably or unfavorably affect the earnings
or dividend pay-outs on utilities stocks depending upon whether such rates and
costs are declining or rising.

Gas transmission companies, gas distribution companies and telecommunications
companies are also undergoing significant changes. Gas utilities have been ad-
versely affected by declines in the prices of alternative fuels, and have also
been affected by oversupply conditions and competition. Telephone utilities are
still experiencing the affects of the break-up of American Telephone & Tele-
graph Company, including increased competition and rapidly developing technolo-
gies with which traditional telephone companies now compete. Potential sources
of competition and new products are cable television systems, shared tenant
services and other noncarrier systems, which are capable of bypassing tradi-
tional telephone services providers' local plants, either completely or par-
tially, through substitutions of special access for switched access or through
concentration of

46
<PAGE>

telecommunications traffic on fewer of the traditional telephone services
providers' lines. Although there can be no assurance that increased competi-
tion and other structural changes will not adversely affect the profitability
of such utilities, or that other negative factors will not develop in the fu-
ture, in the Adviser's opinion, increased competition and change may provide
better positioned utility companies with opportunities for enhanced profit-
ability.

Less traditional utility companies are emerging as new technologies develop
and as old technologies are refined. Such issuers include entities engaged in
cogeneration, waste disposal system provision, solid waste electric genera-
tion, independent power producers and non-utility generators.

Utility companies historically have been subject to the risks of increases in
fuel and other operating costs, high interest costs on borrowings needed for
capital construction programs, costs associated with compliance with environ-
mental and nuclear safety regulations, service interruption due to environmen-
tal, operational or other mishaps, the effects of economic slowdowns, surplus
capacity, competition and changes in the regulatory climate. In particular,
regulatory changes with respect to nuclear and conventionally fueled generat-
ing facilities could increase costs or impair the ability of utility companies
to operate such facilities, thus reducing utility companies' earnings or re-
sulting in losses. There can also be no assurance that regulatory policies or
accounting standard changes will not negatively affect utility companies'
earnings or dividends. Utility companies are subject to regulation by various
authorities and may be affected by the imposition of special tariffs and
changes in tax laws. To the extent that rates are established or reviewed by
governmental authorities, utility companies are subject to the risk that such
authorities will not authorize increased rates. In addition, because of the
Portfolio's policy of concentrating its investments in securities of utility
companies, the Portfolio may be more susceptible than an investment company
without such a policy to any single economic, political or regulatory occur-
rence affecting the utilities industry. Under market conditions that are unfa-
vorable to the utilities industry, the Adviser may significantly reduce the
Portfolio's investment in that industry.

The average common stock yield of utilities historically has exceeded that of
industrial stocks by a wide margin. For example, the stocks in the Standard &
Poor's Utilities index had an average yield of 4.97% for 1995, more than twice
the 1.93% average yield for the stocks in the Standard & Poor's Industrials
index. As the dividends on utility common stocks have increased, average total
returns experienced by investors in utility stocks over the last ten years
have been superior to those provided by industrial stocks when measured by
such widely accepted indexes as Standard & Poor's. There can be no assurance
that the historical investment performance for any industry, including the
utilities industry, is indicative of future performance.

Foreign Utilities. Foreign utility companies, like utility companies located
in the United States, are generally subject to regulation, although such regu-
lations may or may not be comparable to those in the United States. Foreign
utility companies in certain countries may be more heavily regulated by their
respective governments than utility compa-

47
<PAGE>

nies located in the United States and, as in the United States, generally are
required to seek government approval for rate increases. In addition, because
many foreign utility companies use fuels that cause more pollution that those
used in the United States such utilities may, in the future, be required to in-
vest in pollution control equipment if the countries in which the utilities are
located adopt pollution restrictions that more closely resemble United States
pollution restrictions. Foreign utility regulatory systems vary from country to
country and may evolve in ways different from regulation in the United States.

The Portfolio's investment policies are designed to enable it to capitalize on
evolving investment opportunities throughout the world. For example, the rapid
growth of certain foreign economies will necessitate expansion of capacity in
the utility industries in those countries. Although many foreign utility compa-
nies currently are government-owned, thereby limiting current investment oppor-
tunities for the Portfolio, the Adviser believes that, in order to attract sig-
nificant capital for growth, some foreign governments may engage in a program
of privatization of their utilities industry, and that the securities issued by
privatized utility companies may offer attractive investment opportunities with
the potential for long-term growth.

Privatization, which refers to the trend toward investor ownership, rather than
government ownership, of assets is expected to occur both in newer, faster-
growing economies and in mature economies. In addition, efforts toward moderni-
zation in Eastern Europe, as well as the potential of economic unification of
European markets, in the view of the Adviser, may improve economic growth, re-
duce costs and increase competition in Europe, which could result in opportuni-
ties for investment by the Portfolio in utilities industries in Europe. There
can be no assurance that securities of privatized companies will be offered to
the public or to foreign companies such as the Portfolio, or that investment
opportunities in foreign markets for the Portfolio will increase for this or
other reasons.

The percentage of the Portfolio's assets invested in issuers of particular
countries will vary depending on the relative yields and growth and income po-
tential of such securities, the economies of the countries in which the invest-
ments are made, interest rate conditions in such countries and the relationship
of such countries' currencies to the U.S. dollar. Currency is judged on the ba-
sis of fundamental economic criteria (e.g., relative inflation levels and
trends, growth rate forecasts, balance of payments status, and economic poli-
cies) as well as technical and political data. As mentioned above, the Portfo-
lio will not invest more than 15% of its total assets in issuers in any one
foreign country. See "Other Investment Policies and Techniques -- Foreign
Securities."

OTHER SECURITIES

While the Portfolio's investment strategy normally emphasizes securities of
companies in the utilities industry, the Portfolio may, where consistent with
its investment objective, invest up to 35% of its total assets in equity and
fixed-income securities of domestic and foreign issuers other than companies in
the utilities industry, including (i) U.S. Government Securities and repurchase

48
<PAGE>

agreements pertaining thereto, as discussed below, (ii) foreign securities, as
discussed below, (iii) corporate fixed-income securities of domestic issuers
of quality comparable to the fixed-income securities described above, (iv)
certificates of deposit, bankers' acceptances and interest-bearing savings de-
posits of banks having total assets of more than $1 billion and which are mem-
bers of the Federal Deposit Insurance Corporation, (v) commercial paper of
prime quality rated Prime 1 or higher by Moody's or A-1 or higher by S&P or,
if not rated, issued by companies which have an outstanding debt issue rated
Aa or higher by Moody's or AA or higher by S&P, (vi) equity securities of do-
mestic corporate issuers, and (vii) the additional derivative vehicles dis-
cussed below under the caption "Investment Practices."

U.S. Government Securities. U.S. Government Securities include: (i) U.S. Trea-
sury obligations, which differ only in their interest rates, maturities and
times of issuance: U.S. Treasury bills (maturity of one year or less), U.S.
Treasury notes (maturities of one to 10 years), and U.S. Treasury bonds (gen-
erally maturities of greater than 10 years), all of which are backed by the
full faith and credit of the United States; and (ii) obligations issued or
guaranteed by U.S. Government agencies or instrumentalities, including govern-
ment guaranteed mortgage-related securities. Some such obligations are backed
by the full faith and credit of the U.S. Treasury, e.g., direct pass-through
certificates of the Government National Mortgage Association, some are sup-
ported by the right of the issuer to borrow from the U.S. Government, e.g.,
obligations of Federal Home Loan Banks, and some are backed only by the credit
of the issuer itself, e.g., obligations of the Student Loan Marketing Associa-
tion. See Appendix A to the Statement of Additional Information for a further
description of obligations issued or guaranteed by U.S. Government agencies or
instrumentalities.

U.S. Government Securities do not generally involve the credit risks associ-
ated with other types of interest bearing securities, although, as a result,
the yields available from U.S. Government Securities are generally lower than
the yields available from other interest bearing securities. Like other fixed-
income securities, however, the values of U.S. Government Securities change as
interest rates fluctuate. When interest rates decline, the values of U.S. Gov-
ernment Securities can be expected to increase and when interest rates rise,
the values of U.S. Government Securities can be expected to decrease.

Foreign Securities. Foreign fixed-income securities in which the Portfolio in-
vests may include fixed-income securities of quality comparable to the fixed-
income securities described above as determined by the Adviser (i) issued or
guaranteed, as to payment of principal and interest, by governments, quasi-
governmental entities, governmental agencies or other governmental entities
(collectively, "Government Entities") and (ii) of foreign corporate issuers,
denominated in foreign currencies or in U.S. Dollars (including fixed-income
securities of a Government Entity or foreign corporate issuer in a country de-
nominated in the currency of another country). The Portfolio may also invest
in equity securities of foreign corporate issuers. See "Investment Objective
and Policies -- Utilities Industry -- Foreign Utilities." For a description of
certain risks associated with investment in foreign securities,

49
<PAGE>

see "Other Investment Policies and Techniques -- Foreign Securities," below.

In addition to purchasing corporate securities of foreign issuers in foreign
securities markets, the Portfolio may invest in American Depositary Receipts
(ADRs), Global Depositary Receipts (GDRs) and other types of Depository Re-
ceipts (which, together with ADRs and GDRs, are hereinafter referred to as
"Depositary Receipts"). Depositary Receipts may not necessarily be denominated
in the same currency as the underlying securities into which they may be con-
verted. In addition, the issuers of the stock of unsponsored Depositary Re-
ceipts are not obligated to disclose material information in the United States
and, therefore, there may not be a correlation between such information and
the market value of the Depositary Receipts. ADRs are Depositary Receipts typ-
ically issued by a United States bank or trust company which evidence owner-
ship of underlying securities issued by a foreign corporation. GDRs and other
types of Depositary Receipts are typically issued by foreign banks or trust
companies, although they also may be issued by United States banks or trust
companies, and evidence ownership of underlying securities issued by either a
foreign or a United States corporation. Generally, Depositary Receipts in reg-
istered form are designed for use in the U.S. securities markets and Deposi-
tary Receipts in bearer form are designed for use in foreign securities mar-
kets. For purposes of the Portfolio's investment policies, the Portfolio's in-
vestments in ADRs will be deemed to be investments in securities issued by
United States issuers and the Portfolio's investments in GDRs and other types
of Depositary Receipts will be deemed to be investments in the underlying se-
curities.

The Portfolio will also be authorized to invest in securities of supranational
entities denominated in the currency of any country. A supranational entity is
an entity designated or supported by the national government of one or more
countries to promote economic reconstruction or development. Examples of su-
pranational entities include, among others, the World Bank (International Bank
for Reconstruction and Development) and the European Investment Bank. The gov-
ernmental members, or "stockholders," usually make initial capital contribu-
tions to the supranational entity and in many cases are committed to make ad-
ditional contributions if the supranational entity is unable to repay its
borrowings. Each supranational entity's lending activities are limited to a
percentage of its total capital (including "callable capital" contributed by
members at the entity's call), reserves and net income. The Portfolio may, in
addition, invest in securities denominated in European Currency Units. A Euro-
pean Currency Unit is a basket of specified amounts of the currencies of the
fifteen member states of the European Union. The Portfolio is further autho-
rized to invest in "semi-governmental securities," which are securities issued
by entities owned by either a national state or equivalent government or are
obligations of one of such government jurisdictions which are not backed by
its full faith and credit and general taxing powers. An example of a semi-gov-
ernmental issuer is the City of Stockholm.

INVESTMENT PRACTICES

The Portfolio may utilize various investment strategies to hedge its invest-
ment portfolio against currency and other risks. The Portfolio may write cov-
ered put and call options

50
<PAGE>

and purchase put and call options on U.S. and foreign securities exchanges and
over-the-counter, enter into contracts for the purchase and sale for future de-
livery of fixed income securities or foreign currencies or contracts based on
financial indices or common stocks and purchase and write put and call options
on such futures contracts or on foreign currencies and purchase or sell forward
foreign currency exchange contracts. In furtherance of its investment policies,
the Portfolio may enter into interest rate swaps and may purchase or sell in-
terest rate caps and floors and may purchase and sell options on fixed income
securities. The Portfolio may also enter into forward commitments for the pur-
chase or sale of securities, enter into repurchase agreements, standby commit-
ments and make secured loans of its portfolio securities. See "Other Investment
Policies and Techniques."

Short Sales. The Portfolio may make short sales of securities or maintain a
short position only for the purpose of deferring realization of gain or loss
for U.S. federal income tax purposes, provided that at all times when a short
position is open the Portfolio owns an equal amount of such securities of the
same issue as, and equal in amount to, the securities sold short. In addition,
the Portfolio may not make a short sale if more than 10% of the Portfolio's net
assets (taken at market value) is held as collateral for short sales at any one
time. If the price of the security sold short increases between the time of the
short sale and the time the Portfolio replaces the borrowed security, the Port-
folio will incur a loss; conversely, if the price declines, the Portfolio will
realize a capital gain.

Future Developments. The Portfolio may, following written notice to its share-
holders, take advantage of other investment practices which are not at present
contemplated for use by the Portfolio or which currently are not available but
which may be developed, to the extent such investment practices are both con-
sistent with the Portfolio's investment objective and legally permissible for
the Portfolio. Such investment practices, if they arise, may involve risks
which exceed those involved in the activities described above.

GROWTH INVESTORS PORTFOLIO AND CONSERVATIVE INVESTORS PORTFOLIO

The Conservative Investors Portfolio and Growth Investors Portfolio invest in a
variety of fixed-income securities, money market instruments and equity securi-
ties, each pursuant to a different asset allocation strategy, as described be-
low. The term "asset allocation" is used to describe the process of shifting
assets among discrete categories of investments in an effort to adjust risk
while producing desired return objectives. Portfolio management, therefore,
will consist not only of specific securities selection but also of setting,
monitoring and changing, when necessary, the asset mix.

Each Portfolio has been designed with a view toward a particular "investor pro-
file." The "conservative investor" has a relatively short-term investment bias,
either because of a limited tolerance for market volatility or a short invest-
ment horizon. This investor is adverse to taking risks that may result in prin-
cipal loss, even though such aversion may reduce the potential for higher long-
term gains and result in lower performance during periods of equity market
strength.

51
<PAGE>

Consequently, the asset mix for the Conservative Investors Portfolio attempts
to reduce volatility while providing modest upside potential. The "growth in-
vestor" has a longer-term investment horizon and is therefore willing to take
more risks in an attempt to achieve long-term growth of principal. This in-
vestor wishes, in effect, to be risk conscious without being risk averse. The
asset mix for the Growth Investors Portfolio should therefore provide for up-
side potential without excessive volatility.

The Adviser has established an asset allocation committee (the "Committee"),
all the members of which are employees of the Adviser, which is responsible for
setting and continually reviewing the asset mix ranges of each Portfolio. The
Committee generally meets at least twice each month. Under normal market condi-
tions, the Committee is expected to change allocation ranges approximately
three to five times per year. However, the Committee has broad latitude to es-
tablish the frequency, as well as the magnitude, of allocation changes within
the guidelines established for each Portfolio. During periods of severe market
disruption, allocation ranges may change frequently. It is also possible that
in periods of stable and consistent outlook no change will be made. The Commit-
tee's decisions are based on and may be limited by a variety of factors, in-
cluding liquidity, portfolio size, tax consequences and general market condi-
tions, always within the context of the appropriate investor profile for each
Portfolio. Consequently, asset mix decisions for the Conservative Investors
Portfolio particularly emphasize risk assessment of each asset class viewed
over the shorter term, while decisions for the Growth Investors Portfolio are
principally based on the longer term total return potential for each asset
class.

The Portfolios are permitted to use a variety of hedging techniques to attempt
to reduce market interest rate and currency risks.

INVESTMENT POLICIES

Conservative Investors Portfolio. The investment objective of the Conservative
Investors Portfolio is to achieve a high total return without, in the view of
the Adviser, undue risk of principal. The Conservative Investors Portfolio at-
tempts to achieve its investment objective by allocating varying portions of
its assets among investment grade, publicly traded fixed-income securities,
money market instruments and publicly traded common stocks and other equity se-
curities of United States and non-United States issuers. The average weighted
maturity of the Portfolio's portfolio of fixed-income securities is expected to
vary between less than one year to 30 years. See "Other Investment Policies and
Techniques -- Fixed Income Securities."

All fixed-income securities owned by the Portfolio will be of investment grade.
This means that they will be in one of the top four rating categories assigned
by S&P or Moody's or will be unrated securities of comparable quality as deter-
mined by the Adviser. Securities in the fourth such rating category (rated Baa
by Moody's or BBB by S&P) have speculative characteristics, and changes in eco-
nomic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments on such obligations than in
the case of higher-rated securities. See "Other Investment Policies and Tech-

52
<PAGE>

niques -- Securities Ratings," "-- Investment in Fixed-Income Securities Rated
Baa and BBB" and Appendix A. In the event that the rating of any security held
by the Conservative Investors Portfolio falls below investment grade (or, in
the case of an unrated security, the Adviser determines that it is no longer
of investment grade), the Portfolio will not be obligated to dispose of such
security and may continue to hold the obligation if, in the opinion of the Ad-
viser, such investment is considered appropriate in the circumstances.

Equity securities invested in by the Conservative Investors Portfolio will
consist of common stocks and securities convertible into common stocks, such
as convertible bonds, convertible preferred stocks and warrants, issued by
companies with a favorable outlook for earnings and whose rate of growth is
expected to exceed that of the United States' economy over time.

The Conservative Investors Portfolio will at all times hold at least 40% of
its total assets in investment grade fixed-income securities, each having a
duration less than that of a 10-year Treasury bond (the "Fixed Income Core").
The duration of a fixed-income security is the weighted average maturity, ex-
pressed in years, of the present value of all future cash flows, including
coupon payments and principal repayments.

The Conservative Investors Portfolio is generally expected to hold approxi-
mately 70% of its total assets in fixed-income securities (including the Fixed
Income Core) and 30% in equity securities. Actual asset mixes will be adjusted
in response to economic and credit market cycles. The fixed-income asset class
will always comprise at least 50%, but never more than 90%, of the Portfolio's
total assets. The equity class will always comprise at least 10%, but never
more than 50%, of the Portfolio's total assets. The fixed-income class in-
cludes money market instruments. For temporary defensive purposes, the Portfo-
lio may invest in money market instruments.

Growth Investors Portfolio. The investment objective of the Growth Investors
Portfolio is to achieve the highest total return consistent with the Adviser's
determination of reasonable risk. The Portfolio attempts to achieve its in-
vestment objective by allocating varying portions of its assets among a number
of asset classes. Equity investments will include publicly traded common
stocks and other equity securities of the type in which the Conservative In-
vestors Portfolio may invest but may also include equity securities issued by
intermediate and small-sized companies with favorable growth prospects, compa-
nies in cyclical industries, companies whose securities are temporarily under-
valued, companies in special situations and less widely known companies.
Fixed-income investments will include investment grade fixed-income securities
(including cash and money market instruments) and may include securities that
are rated in the lower rating categories by recognized ratings agencies (i.e.,
Ba or lower by Moody's or BB or lower by S&P) or that are unrated but deter-
mined by the Adviser to be of comparable quality. Lower-rated fixed-income se-
curities generally provide greater current income than higher rated fixed-in-
come securities, but are subject to greater credit and market risk. The Port-
folio will not invest more than 25% of its total assets in securities rated
below investment grade, that

53
<PAGE>

is, securities rated Ba or lower by Moody's or BB or lower by S&P, or unrated
securities deemed to be of comparable quality by the Adviser. See "Other In-
vestment Policies and Techniques -- Securities Ratings," "-- Investment in
Lower-Rated Fixed-Income Securities" and Appendix A.

The Growth Investors Portfolio will at all times hold at least 40% of its to-
tal assets in publicly traded common stocks and other equity securities of the
type purchased by the Conservative Investors Portfolio (the "Equity Core").
The Growth Investors Portfolio is generally expected to hold approximately 70%
of its total assets in equity securities (including the Equity Core) and 30%
in fixed-income securities. Actual asset mixes will be adjusted in response to
economic and credit market cycles. The fixed-income asset class will always
comprise at least 10%, but never more than 60%, of the Portfolio's total as-
sets. The equity class will always comprise at least 40%, but never more than
90%, of the Portfolio's total assets. The fixed-income class includes money
market instruments. The average weighted maturity of the Portfolio's portfolio
of fixed-income securities is expected to vary between less than one year to
30 years. See "Other Investment Policies and Techniques -- Fixed Income Secu-
rities." For temporary defensive purposes, the Portfolio may invest in money
market instruments.

ADDITIONAL INVESTMENT POLICIES AND TECHNIQUES

Foreign Securities. Each of the Conservative Investors Portfolio and Growth
Investors Portfolio may invest without limit in securities which are not pub-
licly traded in the United States, although the Conservative Investors Portfo-
lio generally will not invest more than 15% of its total assets, and the
Growth Investors Portfolio generally will not invest more than 30% of its to-
tal assets, in such securities.

The Growth Investors Portfolio may invest a portion of its assets in develop-
ing countries or in countries with new or developing capital markets. The
risks associated with investment in foreign securities are generally intensi-
fied for these investments. These countries may have relatively unstable gov-
ernments, economies based on only a few industries or securities markets that
trade a small number of securities. Securities of issuers located in these
countries tend to have volatile prices and may offer significant potential for
loss as well as gain.

The value of foreign investments measured in U.S. dollars will rise or fall
because of decreases, respectively, in the value of the U.S. dollar in compar-
ison to the value of the currency in which the foreign investment is denomi-
nated. The Portfolios may buy or sell foreign currencies, options on foreign
currencies, foreign currency futures contracts (and related options) and deal
in forward foreign currency exchange contracts in connection with the purchase
and sale of foreign investments.

For a description of certain risks associated with investing in foreign secu-
rities, see "Other Investment Policies and Techniques-- Foreign Securities,"
below.

Non-Publicly Traded Securities. Each Portfolio may invest in securities which
are not publicly traded, including securities sold pursuant to Rule 144A under
the Securities Act of 1933 ("Rule 144A Securities"). The

54
<PAGE>

sale of these securities is usually restricted under Federal securities laws,
and market quotations may not be readily available. As a result, a Portfolio
may not be able to sell these securities (other than Rule 144A Securities) un-
less they are registered under applicable Federal and state securities laws, or
may have to sell them at less than fair market value. Investment in these secu-
rities is restricted to 5% of a Portfolio's total assets (not including for
these purposes Rule 144A Securities, to the extent permitted by applicable law)
and is also subject to the Portfolio's restriction against investing more than
15% of total assets in illiquid securities. To the extent permitted by applica-
ble law, Rule 144A Securities will not be treated as "illiquid" for purposes of
the foregoing restriction so long as such securities meet liquidity guidelines
established by the Board of Directors. See "Other Investment Policies and Tech-
niques -- Illiquid Securities," below.

Mortgage-Backed Securities. Each Portfolio may invest in mortgage-backed secu-
rities, including collateralized mortgage obligations or "CMOs." Interest and
principal payments (including prepayments) on the mortgages underlying mort-
gage-backed securities are passed through to the holders of the mortgage-backed
security. Prepayments occur when the mortgagor on an individual mortgage pre-
pays the remaining principal before the mortgage's scheduled maturity date. As
a result of the pass-through of prepayments of principal on the underlying se-
curities, mortgage-backed securities are often subject to more rapid prepayment
of principal than their stated maturity would indicate. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the realized yield or average life of a particular issue of pass-
through certificates. Prepayments are important because of their effect on the
yield and price of the mortgage-backed securities. During periods of declining
interest rates, such prepayments can be expected to accelerate and the Portfo-
lios would be required to reinvest the proceeds at the lower interest rates
then available. In addition, prepayments of mortgages which underlie securities
purchased at a premium could result in capital losses.

The Portfolios may also invest in certificates representing rights to receive
payments of the interest only or principal only of mortgage-backed securities
("IO/PO Strips"). These securities may be more volatile than other types of se-
curities. IO Strips involve the additional risk of loss of the entire remaining
value of the investment if the underlying mortgages were prepaid.

Adjustable Rate Securities. Each Portfolio may invest in adjustable rate secu-
rities. Adjustable rate securities are securities that have interest rates that
are reset at periodic intervals, usually by reference to some interest rate in-
dex or market interest rate. Some adjustable rate securities are backed by
pools of mortgage loans. Although the rate adjustment feature may act as a
buffer to reduce sharp changes in the value of adjustable rate securities,
these securities are still subject to changes in value based on changes in mar-
ket interest rates or changes in the issuer's creditworthiness. Because the in-
terest rate is reset only periodically, changes in the interest rate on adjust-
able rate securities may lag behind changes in prevailing market interest
rates. Also, some

55
<PAGE>

adjustable rate securities (or the underlying mortgages) are subject to caps
or floors that limit the maximum change in interest rate during a specified
period or over the life of the security.

Asset-Backed Securities. Each Portfolio may invest in asset-backed securities
which represent fractional interests in pools of leases, retail installment
loans or revolving credit receivables, both secured and unsecured. These as-
sets are generally held by a trust and payments of principal and interest or
interest only are passed through monthly or quarterly to certificate holders
and may be guaranteed up to certain amounts by letters of credit issued by a
financial institution affiliated or unaffiliated with the trustee or origina-
tor of the trust.

Underlying automobile sales contracts or credit card receivables are subject
to prepayment, which may reduce the overall return to certificate holders.
Nevertheless, principal repayment rates tend not to vary much with interest
rates and the short-term nature of the underlying car loans or other receiv-
ables tends to dampen the impact of any change in the prepayment level. Cer-
tificate holders may also experience delays in payment on the certificates if
the full amounts due on underlying sales contracts or receivables are not re-
alized by the trust because of unanticipated legal or administrative costs of
enforcing the contracts or because of depreciation or damage to the collateral
(usually automobiles) securing certain contracts, or other factors. If consis-
tent with its investment objective and policies, the Portfolio may invest in
other asset-backed securities that may be developed in the future.

Investments in High-Yield Securities. The Growth Investors Portfolio may in-
vest in high-yield, high-risk, fixed-income and convertible securities rated
at the time of purchase Ba or lower by Moody's or BB or lower by S&P, or, if
unrated, judged by the Adviser to be of comparable quality ("high-yield secu-
rities"). The Growth Investors Portfolio will generally invest in securities
with a minimum rating of Caa by Moody's or CCC by S&P or in unrated securities
judged by the Adviser to be of comparable quality. However, from time to time,
the Portfolio may invest in securities rated in the lowest grades of Moody's
(C) or S&P (D) or in unrated securities judged by the Adviser to be of compa-
rable quality, if the Portfolio's management determines that there are pros-
pects for an upgrade or a favorable conversion into equity securities (in the
case of convertible securities). Securities rated Ba or BB or lower (and com-
parable unrated securities) are commonly referred to as "junk bonds." Securi-
ties rated D by S&P are in default. As of December 31, 1996, 19.8% of the
Portfolio's assets were invested in fixed-income securities all rated (or con-
sidered by the Adviser to be of equivalent quality to securities rated) in the
category A and above. See "Other Investment Policies and Techniques -- Securi-
ties Ratings," "-- Investment in Lower-Rated Fixed-Income Securities" and Ap-
pendix A.

In the event that the credit rating of a high-yield security held by the Port-
folio falls below its rating at the time of purchase (or, in the case of
unrated securities, the Adviser determines that the quality of such security
has deteriorated since purchased by the Portfolio), the Portfolio will not be
obligated to dispose of such security and may continue to

56
<PAGE>

hold the obligation if, in the opinion of the Adviser, such investment is con-
sidered appropriate in the circumstances.

Convertible Securities. Each Portfolio may invest in convertible securities.
These securities normally provide a higher yield than the underlying stock but
lower than a fixed-income security without the convertible feature. Also, the
price of the convertible security will normally vary to some degree with
changes in the price of the underlying stock although in some market condi-
tions the higher yield tends to make the convertible security less volatile
than the underlying common stock. In addition, the price of the convertible
security will also vary to some degree inversely with interest rates. Convert-
ible debt securities that are rated below BBB (S&P) or Baa (Moody's) or compa-
rable unrated securities as determined by the Adviser may share some or all of
the risks of high-yield securities. For a description of these risks, see "In-
vestments in High-Yield Securities" above.

Zero-Coupon and Payment-in-Kind Bonds. The Portfolios may at times invest in
so-called "zero-coupon" bonds and "payment-in-kind" bonds. Zero-coupon bonds
are issued at a significant discount from their principal amount in lieu of
paying interest periodically. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in cash or in
additional bonds. Because zero-coupon bonds do not pay current interest, their
value is generally subject to greater fluctuation in response to changes in
market interest rates than bonds which pay interest currently. Both zero-cou-
pon and payment-in-kind bonds allow an issuer to avoid the need to generate
cash to meet current interest payments. Accordingly, such bonds may involve
greater credit risks than bonds paying interest currently. Even though such
bonds do not pay current interest in cash, a Portfolio is nonetheless required
to accrue interest income on such investments and to distribute such amounts
at least annually to shareholders. Thus, a Portfolio could be required at
times to liquidate other investments in order to satisfy its dividend require-
ments.

Futures and Options. Each Portfolio may buy and sell stock index futures con-
tracts ("index futures") and may buy options on index futures and on stock in-
dices for hedging purposes. A Portfolio may buy and sell call and put options
on index futures or on stock indices in addition to, or as an alternative to,
purchasing or selling index futures or, to the extent permitted by applicable
law, to earn additional income. The Portfolios may also, for hedging purposes,
purchase and sell futures contracts, options thereon and options with respect
to U.S. Treasury securities, including U.S. Treasury bills, notes and bonds.
Each Portfolio may also seek to increase its current return by writing covered
call and put options on securities it owns or in which it may invest.

57
<PAGE>

risks arise from a Portfolio's potential inability to close out its futures or
options positions. In addition there can be no assurance that a liquid second-
ary market will exist for any future or option at any particular time. Certain
provisions of the Internal Revenue Code and certain regulatory requirements
may limit the Portfolios' ability to engage in futures and options transac-
tions.

Securities Loans, Repurchase Agreements and Forward Commitments. Each Portfo-
lio may lend portfolio securities amounting to not more than 25% of its total
assets and may enter into repurchase agreements on up to 25% of its total as-
sets. These transactions must be fully collateralized at all times, but in-
volve some risk to a Fund if the other party should default on its obligation
and the Portfolio is delayed or prevented from recovering the collateral. Each
Portfolio may also purchase securities for future delivery, which may increase
its overall investment exposure and involves a risk of loss if the value of
the securities declines prior to the settlement date.

GROWTH PORTFOLIO

General. The Growth Portfolio's investment objective is to provide long-term
growth of capital. Current income is only an incidental consideration. The
Portfolio attempts to achieve its objective by investing primarily in equity
securities of companies with a favorable outlook for earnings and whose rate
of growth is expected to exceed that of the United States economy over time.

The Portfolio invests primarily in common stocks and securities convertible
into common stocks such as convertible bonds, convertible preferred stocks and
warrants convertible into common stocks. Because the values of fixed-income
securities are expected to vary inversely with changes in interest rates gen-
erally, when the Adviser expects a general decline in interest rates, the
Portfolio may also invest for capital growth in fixed-income securities. The
Portfolio may invest up to 25% of its total assets in fixed-income securities
rated at the time of purchase below investment grade, that is, securities
rated Ba or lower by Moody's or BB or lower by S&P, or in unrated fixed income
securities determined by the Adviser to be of comparable quality. For a de-
scription of the ratings referred to above, see Appendix A. For temporary de-
fensive purposes, the Portfolio may invest in money market instruments and re-
purchase agreements.

Foreign Securities. The Portfolio may invest without limit in securities which
are not publicly traded in the United States, although the Portfolio generally
will not invest more than 15% of its total assets in such securities.

The value of foreign investments measured in U.S. dollars will rise or fall
because of decreases or increases, respectively, in the value of the U.S. dol-
lar in comparison to the value of the currency in which the foreign investment
is denominated. The Fund may buy or sell foreign currencies, options on for-
eign currencies, foreign currency futures contracts (and related options) and
deal in forward foreign currency exchange contracts in connection with the
purchase and sale of foreign investments. For a description of certain risks
associated with investing in foreign securities, see "Other Investment Poli-
cies and Techniques -- Foreign Securities," below.

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<PAGE>

Non-Publicly Traded Securities. The Portfolio may invest in securities which
are not publicly traded, including securities sold pursuant to Rule 144A under
the Securities Act of 1933 ("Rule 144A Securities"). The sale of these securi-
ties is usually restricted under Federal securities laws, and market quota-
tions may not be readily available. As a result, the Portfolio may not be able
to sell these securities (other than Rule 144A Securities) unless they are
registered under applicable Federal and state securities laws, or may have to
sell them at less than fair market value. Investment in these securities is
restricted to 5% of the Portfolio's total assets (not including for these pur-
poses Rule 144A Securities, to the extent permitted by applicable law) and is
also subject to the Portfolio's restriction against investing more than 15% of
total assets in illiquid securities. To the extent permitted by applicable
law, Rule 144A Securities will not be treated as "illiquid" for purposes of
the foregoing restriction so long as such securities meet liquidity guidelines
established by the Board of Directors. See "Other Investment Policies and
Techniques -- Illiquid Securities," below.

Investments in High-Yield Securities. The Growth Portfolio may invest in high-
yield, high-risk, fixed-income and convertible securities rated at the time of
purchase Ba or lower by Moody's BB or lower by S&P, or, if unrated, judged by
the Adviser to be of comparable quality ("high-yield securities"). The Portfo-
lio will generally invest in securities with a minimum rating of Caa by
Moody's or CCC by S&P or in unrated securities judged by the Adviser to be of
comparable quality. However, from time to time, the Portfolio may invest in
securities rated in the lowest grades of Moody's (C) or S&P (D) or in unrated
securities judged by the Adviser to be of comparable quality, if the Portfo-
lio's management determines that there are prospects for an upgrade or a fa-
vorable conversion into equity securities (in the case of convertible securi-
ties). Securities rated Ba or BB or lower (and comparable unrated securities)
are commonly referred to as "junk bonds." Securities rated D by S&P are in de-
fault. See "Other Investment Policies and Techniques -- Securities Ratings,"
"Investment in Lower-Rated Fixed-Income Securities" and Appendix A. As of De-
cember 31, 1996, the percentages of the Portfolio's assets invested in securi-
ties rated (or considered by the Adviser to be of equivalent quality to secu-
rities rated) in particular rating categories were 0.37% in B and 0% in Caa or
CCC.

Convertible Securities. The Growth Portfolio may invest in convertible securi-
ties. These securities normally provide a higher yield than the underlying
stock but lower than a fixed-income security without the convertible feature.
Also, the price of the convertible security will normally vary to some degree
with changes in the price of the underlying stock although in some market con-
ditions the higher yield tends to make

59
<PAGE>

the convertible security less volatile than the underlying common stock. In
addition, the price of the convertible security will also vary to some degree
inversely with interest rates. Convertible debt securities that are rated be-
low BBB (S&P) or Baa (Moody's) or comparable unrated securities as determined
by the Adviser may share some or all of the risks of high-yield securities.
For a description of these risks, see "Investments in High-Yield Securities"
above.

Zero-Coupon and Payment-in-Kind Bonds. The Portfolio may at times invest in
so-called "zero-coupon" bonds and "payment-in-kind" bonds. Zero-coupon bonds
are issued at a significant discount from their principal amount in lieu of
paying interest periodically. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in cash or in
additional bonds. Because zero-coupon bonds do not pay current interest, their
value is generally subject to greater fluctuation in response to changes in
market interest rates than bonds which pay interest currently. Both zero-cou-
pon and payment-in-kind bonds allow an issuer to avoid the need to generate
cash to meet current interest payments. Accordingly, such bonds may involve
greater credit risks than bonds paying interest currently. Even though such
bonds do not pay current interest in cash, the Fund is nonetheless required to
accrue interest income on such investments and to distribute such amounts at
least annually to shareholders. Thus, the Fund could be required at times to
liquidate other investments in order to satisfy its dividend requirements.

Futures and Options. The Portfolio may buy and sell stock index futures con-
tracts ("index futures") and may buy options on index futures and on stock in-
dices for hedging purposes. The Portfolio may buy and sell call and put op-
tions on index futures or on stock indices in addition to, or as an alterna-
tive to, purchasing or selling index futures or, to the extent permitted by
applicable law, to earn additional income. The Portfolio may also, for hedging
purposes, purchase and sell futures contracts, options thereon and options
with respect to the U.S. Treasury securities, including U.S. Treasury bills,
notes and bonds. The Portfolio may also seek to increase its current return by
writing covered call and put options on securities its owns or in which it may
invest.

The use of futures and options involves certain special risks. Futures and op-
tions transactions involve costs and may result in losses. Certain risks arise
because of the possibility of imperfect correlations between movements in the
prices of futures and options and movements in the prices of the underlying
stock index or security or of the securities in the Portfolio's portfolio that
are the subject of the hedge. The successful use of the strategies described
above further depends on the Adviser's ability to forecast market movements
correctly. Other risks arise from the Portfolio's potential inability to close
out its futures or options positions. In addition there can be no assurance
that a liquid secondary market will exist for any future option at any partic-
ular time. Certain provisions of the Internal Revenue Code and certain regula-
tory requirements may limit the Portfolio's ability to engage in futures and
options transactions.

Securities Loans, Repurchase Agreements and Forward Commitments. The Portfolio
may lend portfolio securities amounting to not more than 25% of its total as-
sets and may enter

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<PAGE>

into repurchase agreements on up to 25% of its total assets. These transactions
must be fully collateralized at all times but involve some risk to the Portfo-
lio if the other party should default on its obligation and the Portfolio is
delayed or prevented from recovering the collateral. The Portfolio may also
purchase securities for future delivery, which may increase its overall invest-
ment exposure and involve a risk of loss if the value of the securities de-
clines prior to the settlement date.

WORLDWIDE PRIVATIZATION PORTFOLIO

The Worldwide Privatization Portfolio's investment objective is to seek long
term capital appreciation. In seeking to achieve its investment objective, as a
fundamental policy, the Portfolio will invest at least 65% of its total assets
in equity securities that are issued by enterprises that are undergoing, or
that have undergone, privatization as described below, although normally, sig-
nificantly more of the Portfolio's total assets will be invested in such secu-
rities. The balance of the Portfolio's investment portfolio will include secu-
rities of companies that are believed by the Adviser to be beneficiaries of the
privatization process. Equity securities include common stock, preferred stock,
rights or warrants to subscribe for or purchase common or preferred stock, se-
curities (including debt securities) convertible into common or preferred stock
and securities that give the holder the right to acquire common or preferred
stock.

Investment in Privatizations. The Portfolio is designed for investors desiring
to take advantage of investment opportunities, historically inaccessible to
U.S. individual investors, that are created by privatizations of state enter-
prises in both established and developing economies, including those in Western
Europe and Scandinavia, Australia, New Zealand, Latin America, Asia and Eastern
and Central Europe and, to a lesser degree, Canada and the United States.

The Portfolio's investments in the securities of enterprises undergoing
privatization may comprise three distinct situations. First, the Portfolio may
invest in the initial offering of equity securities of a government- or state-
owned or controlled company or enterprise (a "state enterprise") that are
traded in a recognized national or international securities market (an "initial
equity offering"). Secondly, the Portfolio may invest in the securities of a
current or former state enterprise following its initial equity offering, in-
cluding the purchase of securities in any secondary offerings. Finally, the
Portfolio may make privately negotiated investments in a state enterprise that
has not yet conducted an initial equity offering. Investments of this type may
be structured, for example, as privately negotiated sales of stock or other eq-
uity interests in joint ventures, cooperatives or partnerships. In the opinion
of the Adviser, substantial potential for appreciation in the value of equity
securities of an enterprise undergoing or following privatization exists as the
enterprise rationalizes its management structure, operations and business
strategy to position itself to compete efficiently in a market economy, and the
Portfolio will seek to emphasize investments in the equity securities of such
enterprises.

The Portfolio intends to spread its portfolio investments among the capital
markets of a number of countries and, under normal market conditions, will in-
vest in the equity securities of issuers based in at least four,

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<PAGE>

and normally considerably more, countries. The percentage of the Portfolio's
assets invested in equity securities of companies based in a particular coun-
try will vary in accordance with the Adviser's assessment of the appreciation
potential of such securities. There is no restriction, however, on the per-
centage of the Portfolio's assets that may be invested in countries within any
one region of the world. To the extent that the Portfolio's assets are in-
vested within any one region, the Portfolio may be subject to any special
risks that may be associated with that region. Notwithstanding the foregoing,
no more than 15% of the Portfolio's total assets will be invested in securi-
ties of issuers in any one foreign country, except that the Portfolio may in-
vest up to 30% of its total assets in securities of issuers in any one of
France, Germany, Great Britain, Italy and Japan.

Privatization is a process through which the ownership and control of compa-
nies or assets changes in whole or in part from the public sector to the pri-
vate sector. Through privatization a government or state divests or transfers
all or a portion of its interest in a state enterprise to some form of private
ownership. In contrast, nationalization is the process through which a govern-
ment or state assumes control of a privately owned enterprise. Privatizations
may take the form of individually negotiated transactions, including trade
sales or management buy-outs, or an offering of equity securities. Governments
and states with established economies, including, among others, France, Great
Britain, Germany and Italy, and those with developing economies, including,
among others, Argentina, Mexico, Chile, Indonesia, Malaysia, Poland and Hunga-
ry, are currently engaged in privatizations. The Portfolio will invest in the
securities of enterprises, in any country, that in the Adviser's opinion pre-
sent attractive investment opportunities, and the countries in which the Port-
folio will invest may change from time to time. It is the Adviser's intention
to invest approximately 70% of the Portfolio's total assets in securities of
enterprises located in countries with established economies and the remainder
of the Portfolio's assets in securities of enterprises located in countries
with developing economies.

The trend toward privatization of state enterprises is a global phenomenon
that the Adviser expects will continue into the next century. In addition, the
Adviser believes that a global portfolio of equity securities of state enter-
prises that are undergoing privatiza- tion offers investors the opportunity
for significant capital appreciation relative to local and regional stock mar-
ket indices.

A major premise of the Portfolio's investment approach is that, because of the
particular characteristics of privatized companies, their equity securities
offer investors opportunities for significant capital appreciation. In partic-
ular, because privatization programs are an important part of a country's eco-
nomic restructuring, equity securities that are brought to the market by means
of initial equity offerings frequently are priced to attract investment in or-
der to secure the issuer's successful transition to private sector ownership.
In addition, these enterprises generally tend to enjoy dominant market posi-
tions in their local markets. Because of the relaxation of government controls
upon privatization, these enterprises typically have the potential for signif-
icant managerial and operational efficiency gains, which, among other factors,
can increase their earnings due to the restructuring that accompanies

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privatization and the incentives management frequently receives.

Individual regions and countries have different histories of involvement in the
privatization process. For example, the countries that formerly constituted the
Soviet Union and the Eastern Bloc are currently exploring privatization partly
as a means of integrating into the international community, while certain West-
ern European and Latin American countries have had privatization programs in
place for more than ten years. The cumulative gross proceeds from major
privatizations worldwide increased from $39.5 billion in 1988 to $310 billion
in 1994.

Privatization programs are established to address a range of economic, politi-
cal or social needs. Privatization is generally viewed as a means to achieve
increased efficiency and improve the competitiveness of state enterprises.
Western European countries are currently engaged in privatization programs
partly as a means of increasing government revenues, thereby reducing budget
deficits. The reduction of budget deficits recently has become an important ob-
jective as Western European countries attempt to meet the directives of the Eu-
ropean Commission regarding debt and achieve the target budget deficit levels
established by the Maastricht Treaty. In developing market countries, including
many of those in Latin America and Asia, privatization is viewed as an integral
part of broad economic measures that are designed to reduce external debt and
control inflation as these countries attempt to meet the directives of the In-
ternational Bank for Reconstruction and Development (the World Bank) and the
International Monetary Fund regarding desirable debt levels. Within Eastern and
Central Europe, privatization is also being used as a means of achieving struc-
tural economic changes that will enable Eastern and Central European countries
to develop market economies and compete in the world markets.

The privatization of state enterprises is achieved through various methods. A
gradual approach is commonly taken at the early stages of privatization within
a country. Oftentimes, the government will transfer partial ownership of the
enterprise to a corporation or similar entity and occasionally also broaden
ownership to employees and citizens while retaining an interest. Occasionally,
a few selected foreign minority shareholders are permitted to make private in-
vestments at this stage. After the new corporation has operated under this form
of ownership for a few years, the government may divest itself completely by
means of an equity offering in national and international securities markets.
Another approach is the formation of an investment fund owned by employees and
citizens that, with the assistance of international managers, operates one or
many state enterprises for a set term, after which the government may divest
itself of its remaining interest. Foreign investors are often permitted to be-
come minority shareholders of these investment funds. In less gradual
privatizations, state enterprises are auctioned to qualified investors through
competitive bidding processes in private transactions. Alternatively, equity
offerings may be made directly through the local and international securities
markets.

Although the Portfolio anticipates that it generally will not concentrate its
investments in any industry, it is permitted, under certain conditions, to in-
vest more than 25% of

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its total assets in the securities of issuers whose primary business activity
is that of national commercial banking. Prior to concentrating in the securi-
ties of national commercial banks, the Fund's Board of Directors would have to
determine, based on factors in existence at the time of the determination, such
as liquidity, availability of investments and anticipated returns, that the
Portfolio's ability to achieve its investment objective would be adversely af-
fected if the Portfolio were not permitted to invest more than 25% of its total
assets in those securities. The Adviser anticipates that such circumstances
could include periods during which returns on or market liquidity of invest-
ments in national commercial banks substantially exceed those available on in-
vestments in other industries. The staff of the Securities and Exchange Commis-
sion has indicated that, in its view, registered investment companies may not,
absent shareholder approval, change between concentration and non-concentration
in the securities of issuers in a single industry. The Portfolio disagrees with
the staff's position but has undertaken that it will not concentrate in the se-
curities of national commercial banks until, if ever, the issue is resolved. To
the extent that the Portfolio invests more than 25% of its total assets in the
national commercial banks, the Portfolio's performance could be significantly
influenced by events or conditions affecting this industry and the Portfolio's
investments may be subject to greater risk and market fluctuation than those of
a fund that has in its portfolio securities representing a broader range of in-
vestment alternatives.

The national commercial banking industry is subject to, among other things, in-
creases in interest rates and deteriorations in general economic conditions.

Warrants. The Portfolio may invest up to 20% of its total assets in rights or
warrants which entitle the holder to buy equity securities at a specific price
for a specific period of time, but will do so only if the equity securities
themselves are deemed appropriate by the Adviser for inclusion in the Portfo-
lio's portfolio. Rights and warrants may be considered more speculative than
certain other types of investments in that they do not entitle a holder to div-
idends or voting rights with respect to the securities which may be purchased
nor do they represent any rights in the assets of the issuing company. Also,
the value of a right or warrant does not necessarily change with the value of
the underlying securities and a right or warrant ceases to have value if it is
not exercised prior to the expiration date.

Debt Securities and Convertible Debt Securities. The Portfolio may invest up to
35% of its total assets in debt securities and convertible debt securities of
issuers whose common stocks are eligible for purchase by the Portfolio under
the investment policies described above. Debt securities include bonds, deben-
tures, corporate notes and preferred stocks. Convertible debt securities are
such instruments that are convertible at a stated exchange rate into common
stock. Prior to their conversion, convertible securities have the same general
characteristics as non-convertible debt securities which provide a stable
stream of income with generally higher yields than those of equity securities
of the same or similar issuers. The market value of debt securities and con-
vertible debt securities tends to decline as interest rates increase and,
conversely, to increase as

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<PAGE>

interest rates decline. While convertible securities generally offer lower in-
terest yields than non-convertible debt securities of similar quality, they do
enable the investor to benefit from increases in the market price of the un-
derlying common stock.

The Portfolio may maintain not more than 5% of its net assets in debt securi-
ties rated below Baa by Moody's and BBB by S&P, or, if not rated, determined
by the Adviser to be of equivalent quality. See "Other Investment Policies and
Techniques -- Securities Ratings," "-- Investment in Securities Rated Baa and
BBB," "-- Investment in Lower-Rated Fixed-Income Securities" and Appendix A.

ADDITIONAL INVESTMENT POLICIES AND PRACTICES

The Portfolio may, but is not required to, utilize various investment strate-
gies to hedge its portfolio against currency and other risks. These investment
strategies entail risks. Although the Adviser believes that these investment
strategies may further the Portfolio's investment objective, no assurance can
be given that they will achieve this result. The Portfolio may write covered
put and call options and purchase put and call options on U.S. and foreign se-
curities exchanges and over-the-counter, enter into contracts for the purchase
and sale for future delivery of fixed-income securities or foreign currencies
or contracts based on financial indices, including any index of U.S. Govern-
ment Securities or securities issued by foreign government entities or common
stocks and purchase and write put and call options on such futures contracts
or on foreign currencies, purchase or sell forward foreign currency exchange
contracts, enter into forward commitments for the purchase or sale of securi-
ties, enter into repurchase agreements, standby commitment agreements and cur-
rency swaps, make short sales of securities and make secured loans of its
portfolio securities. Certain of these investment strategies may not currently
be available in many of the countries in which the Portfolio may invest or may
not be permissible under current law. The Portfolio may engage in these
investment strategies in those countries when and to the extent such strate-
gies become available or permissible in the future. Except with regard to
those investment strategies discussed immediately below, each of these invest-
ment strategies is discussed under the caption "Other Investment Policies and
Techniques," below.

Currency Swaps. The Portfolio may enter into currency swaps for hedging pur-
poses. Currency swaps involve the exchange by the Portfolio with another party
of a series of payments in specified currencies. Since currency swaps are in-
dividually negotiated, the Portfolio expects to achieve an acceptable degree
of correlation between its portfolio investments and its currency swaps posi-
tions. A currency swap may involve the delivery at the end of the exchange pe-
riod of a substantial amount of one designated currency in exchange for the
other designated currency. Therefore the entire principal value of a currency
swap is subject to the risk that the other party to the swap will default on
its contractual delivery obligations. The net amount of the excess, if any, of
the Portfolio's obligations over its entitlements with respect to each cur-
rency swap will be accrued on a daily basis and an amount of cash or high-
grade liquid debt securities having an aggregate net asset value at least

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<PAGE>

equal to the accrued excess will be maintained in a segregated account by the
Portfolio's custodian. The Portfolio will not enter into any currency swap un-
less the credit quality of the unsecured senior debt or the claims-paying abil-
ity of the other party thereto is rated in the highest rating category of at
least one nationally recognized rating organization at the time of entering
into the transaction. If there is a default by the other party to such a trans-
action, the Portfolio will have contractual remedies pursuant to the agreements
related to the transactions.

Short Sales. The Portfolio may make short sales of securities or maintain a
short position only for the purpose of deferring realization of gain or loss
for U.S. federal income tax purposes, provided that at all times when a short
position is open the Portfolio owns an equal amount of such securities of the
same issue as, and equal in amount to, the securities sold short. In addition,
the Portfolio may not make a short sale if more than 10% of the Portfolio's net
assets (taken at market value) is held as collateral for short sales at any one
time. If the price of the security sold short increases between the time of the
short sale and the time the Portfolio replaces the borrowed security, the Port-
folio will incur a loss; conversely, if the price declines, the Portfolio will
realize a capital gain.

Future Developments. The Portfolio may, following written notice to its share-
holders, take advantage of other investment practices which are not at present
contemplated for use by the Portfolio or which currently are not available but
which may be developed, to the extent such investment practices are both con-
sistent with the Portfolio's investment objective and legally permissible for
the Portfolio. Such investment practices, if they arise, may involve risks
which exceed those involved in the activities described above.

CERTAIN RISK CONSIDERATIONS

Investment in the Portfolio involves the special risk considerations described
below.

Investment in Privatized Enterprises. The governments of certain foreign coun-
tries have, to varying degrees, embarked on privatization programs contemplat-
ing the sale of all or part of their interests in state enterprises. In certain
jurisdictions, the ability of foreign entities, such as the Portfolio, to par-
ticipate in privatizations may be limited by local law, or the price or terms
on which the Portfolio may be able to participate may be less advantageous than
for local investors. Moreover, there can be no assurance that governments that
have embarked on privatization programs will continue to divest their ownership
of state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized. Fur-
thermore, in the case of certain of the enterprises in which the Portfolio may
invest, large blocks of the stock of those enterprises may be held by a small
group of stockholders, even after the initial equity offerings by those enter-
prises. The sale of some portion or all of those blocks could have an adverse
effect on the price of the stock of any such enterprise.

Most state enterprises or former state enterprises go through an internal reor-
ganization of management prior to mailing an initial equity offering in an at-
tempt to better

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enable these enterprises to compete in the private sector. However, certain
reorganizations could result in a management team that does not function as
well as the enterprise's prior management and may have a negative effect on
such enterprise. After making an initial equity offering enterprises which may
have enjoyed preferential treatment from the respective state or government
that owned or controlled them may no longer receive such preferential treat-
ment and may become subject to market competition from which they were previ-
ously protected. Some of these enterprises may not be able to effectively op-
erate in a competitive market and may suffer losses or experience bankruptcy
due to such competition. In addition, the privatization of an enterprise by
its government may occur over a number of years, with the government continu-
ing to hold a controlling position in the enterprise even after the initial
equity offering for the enterprise.

Currency Considerations. Because substantially all of the Portfolio's assets
will be in-
vested in securities denominated in foreign currencies and a corresponding
portion of the Portfolio's revenues will be received in such currencies, the
dollar equivalent of the Portfolio's net assets and distributions will be ad-
versely affected by reductions in the value of certain foreign currencies rel-
ative to the U.S. dollar. Such changes will also affect the Portfolio's in-
come. The Portfolio will, however, have the ability to protect itself against
adverse changes in the values of foreign currencies by engaging in certain of
the investment practices listed above. If the value of the foreign currencies
in which the Portfolio receives its income falls relative to the U.S. dollar
between receipt of the income and the making of Portfolio distributions, the
Portfolio may be required to liquidate securities in order to make distribu-
tions if the Portfolio has insufficient cash in U.S. dollars to meet distribu-
tion requirements. Similarly, if an exchange rate declines between the time
the Portfolio incurs expenses in U.S. dollars and the time cash expenses are
paid, the amount of the currency required to be converted into U.S. dollars in
order to pay expenses in U.S. dollars could be greater than the equivalent
amount of such expenses in the currency at the time they were incurred. In
light of these risks, the Portfolio may engage in certain currency hedging
transactions, which themselves involve certain special risks. See "Other
Investment Policies and Techniques -- Hedging Techniques."

Risk of Foreign Investment. For a description of certain risks associated with
investing in foreign securities, see "Other Investing Policies and Tech-
niques -- Foreign Securities," below.

TECHNOLOGY PORTFOLIO

The Technology Portfolio is a diversified investment portfolio that emphasizes
growth of capital and invests for capital appreciation, and only incidentally
for current income. The Portfolio invests primarily in securities of companies
expected to benefit from technological advances and improvements (i.e., compa-
nies that use technology extensively in the development of new or improved
products or processes). The Portfolio will normally have at least 80% of its
assets invested in the securities of these companies. The Portfolio normally
will have substantially all its assets invested in equity securities, but it
also invests in debt securities offering an opportunity for price appre-

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ciation. The Portfolio will invest in listed and unlisted securities and U.S.
and foreign securities, but it will not purchase a foreign security if as a re-
sult 10% or more of the Portfolio's total assets would be invested in foreign
securities.

The Technology Portfolio's policy is to invest in any company and industry and
in any type of security with potential for capital appreciation. It invests in
well-known and established companies and in new and unseasoned companies.

The Portfolio may maintain up to 15% of its net assets in illiquid securities,
lend portfolio securities equal in value to not more than 30% of the Technology
Portfolio's total assets and invest up to 10% of its total assets in foreign
securities.

Options. In an effort to increase current income and to reduce fluctuations in
net asset value, the Technology Portfolio intends to write covered call options
and purchase put and call options on securities of the types in which it is
permitted to invest that are traded on U.S. and foreign securities exchanges. A
call option written by the Portfolio is "covered" if the Portfolio (i) owns the
underlying security covered by the call (ii) has an absolute and immediate
right to acquire that security without additional cash consideration (or for
additional cash consideration held in a segregated account by the Fund's Custo-
dian) upon conversion or exchange of other portfolio securities, or (iii) holds
a call on the same security in the same principal amount as the call written
where the exercise price of the call held (i) is equal to or less than the ex-
ercise price of the call written or (ii) is greater than the exercise price of
the call written if the difference is maintained by the Portfolio in cash and
liquid high-grade debt securities in a segregated account with the Fund's Cus-
todian. The premium paid by the purchaser of an option will reflect, among
other things, the relationship of the exercise price to the market price and
volatility of the underlying security, the remaining term of the option, supply
and demand and interest rates.

The Technology Portfolio will not write uncovered call options and will not
write a call option if the premium to be received by the Portfolio in doing so
would not produce an annualized return of at least 15% of the then current mar-
ket value of the securities subject to the option (without giving effect to
commissions, stock transfer taxes and other expenses that are deducted from
premium receipts). The Portfolio will not write a call option if, as a result,
the aggregate of the Portfolio's securities subject to outstanding call options
(valued at the lower of the option price or market value of such securities)
would exceed 15% of the Portfolio's total assets or more than 10% of the Port-
folio's assets would be committed to call options that at the time of sale have
a remaining term of more than 100 days. The aggregate cost of all outstanding
options purchased and held by the Portfolio will at no time exceed 10% of the
Portfolio's total assets.

The Technology Portfolio may purchase or write options on securities of the
types in which it is permitted to invest in privately negotiated transactions.
The Portfolio will effect such transactions only with investment dealers and
other financial institutions (such as commercial banks or savings and loan in-
stitutions) deemed creditworthy by the Adviser, and the Adviser has adopted

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procedures for monitoring the creditworthiness of such entities. Options pur-
chased or written by a Portfolio in negotiated transactions are illiquid and
it may not be possible for the Portfolio to effect a closing transaction at a
time when the Adviser believes it would be advantageous to do so. See "Illiq-
uid Securities." See Appendix D in the Statement of Additional Information for
a further discussion of the use, risks and costs of option trading.

The Technology Portfolio may purchase and sell exchange-traded options on any
securities index composed of the types of securities in which it may invest.
An option on a securities index is similar to an option on a security except
that, rather than the right to take or make delivery of a security at a speci-
fied price, an option on a securities index gives the holder the right to re-
ceive, upon exercise of the option, an amount of cash if the closing level of
the chosen index is greater than (in the case of a call) or less than (in the
case of a put) the exercise price of the option.

Rights and Warrants. The Technology Portfolio may also invest up to 10% of its
total assets in rights and warrants. The Portfolio will invest in right and
warrants only if the underlying equity securities themselves are deemed appro-
priate by the Adviser for inclusion in the Portfolio. Rights and warrants en-
title the holder to buy equity securities at a specific price for a specific
period of time. Right are similar to warrants except that they have a substan-
tially shorter duration. Rights and warrants may be considered more specula-
tive than certain other types of investments in that they do not entitle a
holder to dividends or voting rights with respect to the underlying securities
nor do they represent any rights in the assets of the issuing company. The
value of a warrant does not necessarily change with the value of the under-
lying security, although the value of a right or warrant may decline because
of an increase in the value of the underlying security, the passage of time or
a change in perception as to the potential of the underlying security, or any
combination thereof. If the market price of the underlying security is below
the exercise price set forth in the warrant on the expiration date, the war-
rant will expire worthless. Moreover, a right or warrant ceases to have value
if it is not exercised prior to the expiration date.

For a further description of the Technology Portfolio's investment policies
and techniques, see "Other Investment Policies and Techniques" below.

QUASAR PORTFOLIO

The Quasar Portfolio is a diversified investment company that seeks growth of
capital by pursuing aggressive investment policies. It invests for capital ap-
preciation and only incidentally for current income. The selection of securi-
ties based on the possibility of appreciation cannot prevent loss in value.
Moreover, because the Portfolio's investment policies are aggressive, an in-
vestment in the Portfolio is risky and investors who want assured income or
preservation of capital should not invest in the Portfolio.

The Portfolio invests in any company and industry and in any type of security
with potential for capital appreciation. It invests in well-known and estab-
lished companies and in new and unseasoned companies. When selecting securi-
ties, the Adviser considers economic and Political outlook, the values of

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<PAGE>

specific securities relative to other investments, trends in the determinants
of corporate profits and management capability and practices.

The Portfolio invests principally in equity securities, but it also invests to
a limited degree in non-convertible bonds and preferred stock. The Portfolio
invests in listed and unlisted U.S. and foreign securities. The Portfolio pe-
riodically invests in special situations, which occur when the securities of a
company are expected to appreciate due to a development particularly or
uniquely applicable to that company and regardless of general business condi-
tions or movements of the market as a whole.

The Portfolio may also: (i) invest up to 15% of its total assets in securities
for which there is no ready market; (ii) make short sales of securities
"against the box," but not more than 15% of its net assets may be deposited on
short sales; and (iii) write call options and purchase and sell put and call
options written by others. For additional information on the use, risks and
costs of the Policies and practices, see "Other Investment Policies and Tech-
niques," below.

The Portfolio's investment objective cannot be changed without approval by the
holders of a majority of the Portfolio's outstanding voting securities, as de-
fined in the Act. Except as otherwise indicated, the investment policies of
the Portfolio are not "fundamental policies" and may, therefore, be changed by
the Board of Directors without shareholder approval.

Options. The Portfolio may write call options and purchase and sell put and
call options written by others. An option gives the purchaser of the option,
upon payment of a premium, the right to deliver to (in the case of a put) or
receive from (in the case of a call) the writer a specified amount of a secu-
rity on or before a fixed date at a predetermined price. A call option written
by the Portfolio is "covered" if the Portfolio owns the underlying security,
has an absolute and immediate right to acquire that security upon conversion
or exchange of another security it holds, or holds a call option on the under-
lying security with an exercise price equal to or less than that of the call
option it has written.

In purchasing an option, the Portfolio would be in a position to realize a
gain, if, during the option period, the price of the underlying security in-
creased (in the case of a call) or decreased (in the case of a put) by an
amount in excess of the premium paid; otherwise the portfolio would experience
a loss equal to the premium paid for the option.

If a call option written by the Portfolio were exercised, the Portfolio would
be obligated to sell the underlying security at the exercise price. The risk
involved in writing an option is that, if the option were exercised, the un-
derlying security would then be purchased or sold by the Portfolio at a disad-
vantageous price. These risks could be reduced by entering into a closing
transaction (i.e., by disposing of the option prior to its exercise). The
Portfolio retains the premium received from writing a call option whether or
not the option could result in increases in a Fund's portfolio turnover rate,
especially during periods when market prices of the underlying securities ap-
preciate.

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<PAGE>

The Portfolio will not write a call option if, as a result, the aggregate of
the Portfolio's securities subject to outstanding call options (valued at the
lower of the option price or market value of such securities) would exceed 15%
of the Portfolio's total assets or more than 10% of the Portfolio's assets
would be committed to all options that at time of sale have a remaining term
of more than 100 days. The aggregate cost of all outstanding options purchased
and held by the Portfolio will at no time exceed 10% of the Portfolio's total
assets.

Short Sales. The Portfolio may only make short sales of securities "against
the box". A short sale is effected by selling a security that the Portfolio
does not own, or if the Portfolio does own such security, it is not to be de-
livered upon consummation of the sale. A short sale is "against the box" to
the extent that the Portfolio contemporaneously owns or has the right to ob-
tain securities identical to those sold short without payment. If the price of
the security sold short increases between the time of the short sale and the
time the Portfolio replaces the borrowed security, the Portfolio will incur a
loss; conversely, if the price declines, the Portfolio will realize a capital
gain. Certain special federal income tax considerations may apply to short
sales entered into by the Portfolio. See "Dividends, Distributions and Taxes"
in the Statement of Additional Information.

Foreign Securities. The Portfolio may invest in foreign securities. To the ex-
tent the Portfolio invests in foreign securities, consideration is given to
certain factors comprising both risk and opportunity. The values of foreign
securities investments are affected by changes in currency rates or exchange
control regulations, application of foreign tax laws, including withholding
taxes, changes in governmental administration or economic, taxation or mone-
tary policy (in the United States and abroad) or changed circumstances in
dealings between nations. Foreign securities markets may also be less liquid,
more volatile, and less subject to governmental supervision than in the United
States. Investments in foreign countries could be affected by other factors
not present in the United States, including expropriation, confiscatory taxa-
tion, lack of uniform accounting and auditing standards and potential diffi-
culties in enforcing contractual obligations and could be subject to extended
settlement periods.

REAL ESTATE INVESTMENT PORTFOLIO

The Real Estate Investment Portfolio's investment objective is to seek a total
return on its assets from long-term growth of capital and from income princi-
pally through investing in a portfolio of equity securities of issuers that
are primarily engaged in or related to the real estate industry.

Under normal circumstances, at least 65% of the Portfolio's total assets will
be invested in equity securities of real estate investment trusts ("REITs")
and other real estate industry companies. A "real estate industry company" is
a company that derives at least 50% of its gross revenues or net profits from
the ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or interests therein. The
equity securities in which the Portfolio will invest for this purpose consist
of common stock, shares of beneficial interest of REITs and securities with
common stock characteristics, such as pre-

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<PAGE>

ferred stock or convertible securities ("Real Estate Equity Securities").

The Portfolio may invest up to 35% of its total assets in (a) securities that
directly or indirectly represent participations in, or are collateralized by
and payable from, mortgage loans secured by real property ("Mortgage-Backed
Securities"), such as mortgage pass-through certificates, real estate mortgage
investment conduit ("REMIC") certificates and collateralized mortgage obliga-
tions ("CMOs") and (b) short-term investments. These instruments are described
below. The risks associated with the Portfolio's transactions in REMICs, CMOs
and other types of mortgage-backed securities, which are considered to be de-
rivative securities, may include some or all of the following: market risk,
leverage and volatility risk, correlation risk, credit risk and liquidity and
valuation risk. See "Certain Risk Considerations -- Mortgage-Backed Securi-
ties" below for a description of these and other risks.

As to any investment in Real Estate Equity Securities, the Adviser's analysis
will focus on determining the degree to which the company involved can achieve
sustainable growth in cash flow and dividend paying capability. The Adviser
believes that the primary determinant of this capability is the economic via-
bility of property markets in which the company operates and that the second-
ary determinant of this capability is the ability of management to add value
through strategic focus and operating expertise. The Portfolio will purchase
Real Estate Equity Securities when, in the judgment of the Adviser, their mar-
ket price does not adequately reflect this potential. In making this determi-
nation, the Adviser will take into account fundamental trends in underlying
property markets as determined by proprietary models, site visits conducted by
individuals knowledgeable in local real estate markets, price-earnings ratios
(as defined for real estate companies), cash flow growth and stability, the
relationship between asset value and market price of the securities, dividend
payment history, and such other factors which the Adviser may determine from
time to time to be relevant. The Adviser will attempt to purchase for the
Portfolio Real Estate Equity Securities of companies whose underlying portfo-
lios are diversified geographically and by property type.

The Portfolio may invest without limitation in shares of REITs. REITs are
pooled investment vehicles which invest primarily in income producing real es-
tate or real estate related loans or interests. REITs are generally classified
as equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages
and derive income from the collection of interest payments. Similar to invest-
ment companies such as the Portfolio, REITs are not taxed on income distrib-
uted to shareholders provided they comply with several requirements of the In-
ternal Revenue Code of 1986, as amended ("the Code"). The Portfolio will indi-
rectly bear its proportionate share of expenses incurred by REITs in which the
Portfolio invests in addition to the expenses incurred directly by the
Portfolio.

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<PAGE>

Investment Process for Real Estate Equity Securities. The Portfolio's invest-
ment strategy with respect to Real Estate Equity Securities is based on the
premise that property market fundamentals are the primary determinant of growth
underlying the success of Real Estate Equity Securities. Value added management
will further distinguish the most attractive Real Estate Equity Securities. The
Portfolio's research and investment process is designed to identify those com-
panies with strong property fundamentals and strong management teams. This
process is comprised of real estate market research, specific property inspec-
tion and securities analysis.

The universe of property-owning real estate industry firms consists of approxi-
mately 115 companies of sufficient size and quality to merit consideration for
investment by the Portfolio. In implementing the Portfolio's research and in-
vestment process, the Adviser will avail itself of the consulting services of
Koll Investment Management, a division of Koll Real Estate Services ("Koll"), a
national real estate investment and property manager that oversees a 1,000
property portfolio. As consultant to the Adviser, Koll provides access to a
proprietary model (Koll's National Real Estate Index) that analyzes the approx-
imately 9,000 properties owned by these companies. Using proprietary databases
and algorithms, Koll analyzes local market rent, expense and occupancy trends,
market specific transaction pricing, demographic and economic trends, and lead-
ing indicators of real estate supply such as building permits. Over 300 asset-
type specific geographic markets are analyzed and ranked on a relative scale by
Koll in compiling its REIT . Score database. The relative attractiveness of
these real estate industry companies is similarly ranked based on the composite
rankings of the properties they own. See "Management of the Fund" for more in-
formation about Koll.

Once the universe of real estate industry companies has been distilled through
the market research process, Koll's local market presence provides the capabil-
ity to perform site specific inspections of key properties. This analysis exam-
ines specific property location, condition, and sub-market trends. Koll's use
of locally based real estate professionals provides the Adviser with a window
on the operations of the portfolio companies as information gathered can imme-
diately be put in the context of local market events. Only those companies
whose specific property portfolios reflect the promise of their general markets
will be considered for initial and continued investment by the Portfolio.

The Adviser further screens the universe of real estate industry companies by
using rigorous financial models and by engaging in regular contact with manage-
ment of targeted companies. Each management's strategic plan and ability to ex-
ecute the plan are determined and analyzed. The Adviser will make extensive use
of Koll's network of industry analysts in order to assess trends in tenant in-
dustries. This information is then used to further interpret management's stra-
tegic plans. Financial ratio analysis is used to isolate those companies with
the ability to make value-added acquisitions. This information is combined with
property market trends and used to project future earnings potential.

The Adviser believes that this process will result in a portfolio that will
consist of Real

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<PAGE>

Estate Equity Securities of companies that own assets in the most desirable
markets across the country, diversified geographically and by property type.

Mortgage-Backed Securities and Associated Risks. Mortgage-Backed Securities
include mortgage pass-through certificates and multiple-class pass-through se-
curities, such as REMIC pass-through certificates, CMOs and stripped mortgage-
backed securities ("SMBS"), and other types of Mortgage-Backed Securities that
may be available in the future.

Guaranteed Mortgage Pass-Through Securities. The Portfolio may invest in guar-
anteed mortgage pass-through securities which represent participation inter-
ests in pools of residential mortgage loans and are issued by U.S. governmen-
tal or private lenders and guaranteed by the U.S. Government or one of its
agencies or instrumentalities, including but not limited to the Government Na-
tional Mortgage Association ("Ginnie Mae"), the Federal National Mortgage As-
sociation ("Fannie Mae") and the Federal Home Loan Mortgage Corporation
("Freddie Mac"). Ginnie Mae certificates are guaranteed by the full faith and
credit of the United States Government for timely payment of principal and in-
terest on the certificates. Fannie Mae certificates are guaranteed by Fannie
Mae, a federally chartered and privately-owned corporation for full and timely
payment of principal and interest on the certificates. Freddie Mac certifi-
cates are guaranteed by Freddie Mac, a corporate instrumentality of the United
States Government, for timely payment of interest and the ultimate collection
of all principal of the related mortgage loans.

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obliga-
tions. Mortgage-Backed Securities also include CMOs and REMIC pass-through or
participation certificates, which may be issued by, among others, U.S. Govern-
ment agencies and instrumentalities as well as private lenders. CMOs and REMIC
certificates are issued multiple classes and the principal of and interest on
the mortgage assets may be allocated among the several classes of CMOs or
REMIC certificates in various ways. Each class of CMOs or REMIC certificates,
often referred to as a "tranche," is issued at a specific adjustable or fixed
interest rate and must be fully retired no later than its final distribution
date. Generally, interest is paid or accrues on all classes of CMOs or REMIC
certificates on a monthly basis. The Portfolio will not invest in the lowest
tranche of CMOs and REMIC certificates.

Typically, CMOs are collateralized by Ginnie Mae or Freddie Mac certificates
but also may be collateralized by other mortgage assets such as whole loans or
private mortgage pass-through securities. Debt service on CMOs is provided
from payments of principal and interest on collateral of mortgaged assets and
any reinvestment income thereon.

A REMIC is a CMO that qualifies for special tax treatment under the Code and
invests in certain mortgages primarily secured by interests in real property
and other permitted investments. Investors may purchase "regular" and "residu-
al" interest shares of beneficial interest in REMIC trusts although the Port-
folio does not intend to invest in residual interests.

Risks. Investing in Mortgage-Backed Securities involves certain unique risks
in addition

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<PAGE>

to those generally associated with investing in the real estate industry in
general. These unique risks include the failure of a counterparty to meet its
commitments, adverse interest rate changes and the effects of prepayments on
mortgage cash flows. See "Certain Risk Considerations" below for a more com-
plete description of the characteristics of Mortgage-Backed Securities and as-
sociated risks.

Short-Term Investments. The short-term investments in which the Portfolio may
invest are: corporate commercial paper and other short-term commercial obliga-
tions, in each case rated or issued by companies with similar securities out-
standing that are rated Prime-1, Aa or better by Moody's Investors Service,
Inc. ("Moody's") or A-1, AA or better by Standard & Poor's Ratings Services
("S&P"); obligations (including certificates of deposit, time deposits, demand
deposits and bankers' acceptances) of banks with securities outstanding that
are rated Prime-1, Aa or better by Moody's or A-1, AA or better by S&P; and
obligations issued or guaranteed by the U.S. Government or its agencies or in-
strumentalities with remaining maturities not exceeding 18 months.

The Portfolio may invest in debt securities rated BBB or higher by S&P or Baa
or higher by Moody's or, if not so rated, of equivalent credit quality as de-
termined by the Adviser. Securities rated BBB by S&P or Baa by Moody's are
considered to have speculative characteristics. Sustained periods of deterio-
rating economic conditions or rising interest rates are more likely to lead to
a weakening in the issuer's capacity to pay interest and repay principal than
in the case of higher-rated securities. The Portfolio expects that it will not
retain a debt security which is downgraded below BBB or Baa or, if unrated,
determined by the Adviser to have undergone similar credit quality deteriora-
tion, subsequent to purchase by the Portfolio.

The Portfolio may also engage in the following investment practices to the ex-
tent indicated: (i) invest up to 10% of its net assets in rights or warrants;
(ii) invest up to 15% of its net assets in the convertible securities of com-
panies whose common stocks are eligible for purchase by the Portfolio; (iii)
lend portfolio securities on a short or long term basis equal in value to not
more than 25% of total assets; (iv) enter into repurchase agreements of up to
seven days' duration; (v) enter into forward commitment transactions as long
as the Portfolio's aggregate commitments under such transactions are not more
than 30% of the Portfolio's total assets; (vi) enter into standby commitment
agreements; (vii) make short sales of securities or maintain a short position
but only if at all times when a short position is open not more than 25% of
the Portfolio's net assets (taken at market value) is held as collateral or
placed in a segregated account for such sales; and (viii) invest in illiquid
securities unless, as a result, more than 15% of its net assets would be so
invested.

ADDITIONAL INVESTMENT POLICIES AND PRACTICES

Convertible Securities. Prior to conversion, convertible securities have the
same general characteristics as non-convertible debt securities, which provide
a stable stream of income with generally higher yields than those of equity
securities of the same or similar issuers. The price of a convertible security
will normally vary with changes in the price of the underlying stock, although

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the higher yield tends to make the convertible security less volatile than the
underlying common stock. As with debt securities, the market value of convert-
ible securities tends to decline as interest rates increase and increase as
interest rates decline. While convertible securities generally offer lower in-
terest or dividend yields than non-convertible debt securities of similar
quality, they enable investors to benefit from increases in the market price
of the underlying common stock.

Rights and Warrants. The Portfolio will invest in rights or warrants only if
the underlying equity securities are themselves deemed appropriate by the Ad-
viser for inclusion in the Portfolio's portfolio. Rights and warrants entitle
the holder to buy equity securities at a specific price for a specific period
of time. Rights are similar to warrants except that they have a substantially
shorter duration. Rights and warrants may be considered more speculative than
certain other types of investments in that they do not entitle a holder to
dividends or voting rights with respect to the underlying securities nor do
they represent any rights in the assets of the issuing company. The value of a
right or warrant does not necessarily change with the value of the underlying
security, although the value of a right or warrant may decline because of a
decrease in the value of the underlying security, the passage of time or a
change in perception as to the potential of the underlying security, or any
combination thereof. If the market price of the underlying security is below
the exercise price set forth in the warrant on the expiration date, the war-
rant will expire worthless.

Short Sales. A short sale is a transaction in which the Portfolio sells a se-
curity it does not own but has borrowed in anticipation that the market price
of that security will decline. When the Portfolio makes a short sale of a se-
curity that it does not own, it must borrow from a broker-dealer the security
sold short and deliver the security to the broker-dealer upon conclusion of
the short sale. The Portfolio may be required to pay a fee to borrow particu-
lar securities and is often obligated to pay over any payments received on
such borrowed securities. The Portfolio's obligation to replace the borrowed
security will be secured by collateral deposited with a broker-dealer quali-
fied as a custodian and will consist of cash or securities. Depending on the
arrangements the Portfolio makes with the broker-dealer from which it borrowed
the security regarding remittance of any payments received by the Portfolio on
such security, the Portfolio may not receive any payments (including interest)
on its collateral deposited with the broker-dealer.

If the price of the security sold short increases between the time of the
short sale and the time the Portfolio replaces the borrowed security, the
Portfolio will incur a loss; conversely, if the price declines, the Portfolio
will realize a short-term capital gain. Any gain will be decreased, and any
loss increased, by the transaction costs described above. Although the Portfo-
lio's gain is limited to the price at which it sold the security short, its
potential loss is theoretically unlimited. In order to defer realization of
gain or loss for U.S. federal income tax purposes, the Portfolio may also make
short sales "against the box." In this type of short sale, at the time of the
sale, the Portfolio owns or has the immediate and unconditional right to ac-
quire at no additional cost the identical security.

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The Portfolio may not make a short sale unless at all times when a short posi-
tion is open not more than 25% of the Portfolio's net assets (taken at market
value) is held as collateral for such sales at any one time. Certain special
federal income tax considerations may apply to short sales entered into by the
Portfolio. See "Dividends, Distributions and Taxes."

CERTAIN RISK CONSIDERATIONS

Risk Factors Associated with the Real Estate Industry. Although the Portfolio
does not invest directly in real estate, it does invest primarily in Real Es-
tate Equity Securities and does have a policy of concentration of its invest-
ments in the real estate industry. Therefore, an investment in the Portfolio is
subject to certain risks associated with the direct ownership of real estate
and with the real estate industry in general. These risks include, among oth-
ers: possible declines in the value of real estate; risks related to general
and local economic conditions; possible lack of availability of mortgage funds;
overbuilding; extended vacancies of properties; increases in competition, prop-
erty taxes and operating expenses; changes in zoning laws; costs resulting from
the clean-up of, and liability to third parties for damages resulting from, en-
vironmental problems; casualty or condemnation losses; uninsured damages from
floods, earthquakes or other natural disasters; limitations on and variations
in rents; and changes in interest rates. To the extent that assets underlying
the Portfolio's investments are concentrated geographically, by property type
or in certain other respects, the Portfolio may be subject to certain of the
foregoing risks to greater extent.

In addition, if the Portfolio receives rental income or income from the dispo-
sition of real property acquired as a result of a default on securities the
Portfolio owns, the receipt of such income may adversely affect the Portfolio's
ability to retain its tax status as a regulated investment company. See "Divi-
dends, Distributions and Taxes." Investments by the Portfolio in securities of
companies providing mortgage servicing will be subject to the risks associated
with refinancings and their impact on servicing rights.

REITS. Investing in REITs involves certain unique risks in addition to those
risks associated with investing in the real estate industry in general. Equity
REITs may be affected by changes in the value of the underlying property owned
by the REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs may be affected by the quality of any credit extended. REITs
are dependent upon management skills, are not diversified, are subject to heavy
cash flow dependency, default by borrowers and self-liquidation. REITs are also
subject to the possibilities of failing to qualify for tax free pass-through of
income under the Code and failing to maintain their exemptions from registra-
tion under the Act.

REITs (especially mortgage REITs) are also subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed rate obliga-
tions can be expected to rise. Conversely, when interest rates rise, the value
of a REIT's investment in fixed rate obligations can be expected to decline. In
contrast, as interest rates on adjustable rate mortgage loans are reset period-
ically, yields on a REIT's investments in such loans will gradually align them-
selves to reflect changes in market interest rates, causing the value of such
investments to fluctu-

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ate less dramatically in response to interest rate fluctuations than would in-
vestments in fixed rate obligations.

Investing in REITs involves risks similar to those associated with investing
in small capitalization companies. REITs may have limited financial resources,
may trade less frequently and in a limited volume and may be subject to more
abrupt or erratic price movements than larger company securities. Historical-
ly, small capitalization stocks, such as REITs, have been more volatile in
price than the larger capitalization stocks included in the S&P Index of 500
Common Stocks.

Mortgage-Backed Securities. As discussed above, investing in Mortgage-Backed
Securities involves certain unique risks in addition to those risks associated
with investment in
the real estate industry in general. These risks include the failure of a
counterparty to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. When interest rates decline,
the value of an investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of an investment in fixed rate
obligations can be expected to decline. In contrast, as interest rates on ad-
justable rate mortgage loans are reset periodically, yields on investments in
such loans will gradually align themselves to reflect changes in market inter-
est rates, causing the value of such investments to fluctuate less
dramatically in response to interest rate fluctuations than would investments
in fixed rate obligations.

Further, the yield characteristics of Mortgage-Backed Securities, such as
those in which the Portfolio may invest, differ from those of traditional
fixed income securities. The major differences typically include more frequent
interest and principal payments (usually monthly), the adjustability of inter-
est rates, and the possibility that prepayments of principal may be made sub-
stantially earlier than their final distribution dates.

Prepayment rates are influenced by changes in current interest rates and a va-
riety of economic, geographic, social and other factors, and cannot be pre-
dicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal prepay-
ments in an increasing interest rate environment. Early payment associated
with Mortgage-Backed Securities causes these securities to experience signifi-
cantly greater price and yield volatility than that experienced by traditional
fixed-income securities. Under certain interest rate and prepayment rate sce-
narios, the Portfolio may fail to recoup fully its investment in Mortgage-
Backed Securities notwithstanding any direct or indirect governmental or
agency guarantee. When the Portfolio reinvests amounts representing payments
and unscheduled prepayments of principal, it may receive a rate of interest
that is lower than the rate on existing adjustable rate mortgage pass-through
securities. Thus, Mortgage-Backed Securities, and adjustable rate mortgage
pass-through securities in particular, may be less effective than other types
of U.S. Government securities as a means of "locking in" interest rates.

Securities Ratings. The ratings of securities by S&P, Moody's, Duff & Phelps
Credit Rating Co. ("Duff & Phelps") and Fitch Invest-

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ors Service, Inc. ("Fitch") are a generally accepted barometer of credit risk.
They are, however, subject to certain limitations from an investor's
standpoint. The rating of an issuer is heavily weighted by past developments
and does not necessarily reflect probable future conditions. There is fre-
quently a lag between the time a rating is assigned and the time it is updated.
In addition, there may be varying degrees of difference in credit risk of secu-
rities within each rating category.

OTHER INVESTMENT POLICIES AND TECHNIQUES

Except as otherwise noted below, the following description of other investment
policies is applicable to all of the Fund's Portfolios:

REPURCHASE AGREEMENTS

Any Portfolio, except the Total Return Portfolio, Technology Portfolio and the
Quasar Portfolio may enter into agreements pertaining to U.S. Government Secu-
rities or, in the case of the North American Government Income Portfolio, the
Global Dollar Government Portfolio, the Utility Income Portfolio, the Conserva-
tive Investors Portfolio, the Growth Investors Portfolio and the Growth Portfo-
lio, pertaining to the types of securities in which it invests, with member
banks of the Federal Reserve System or "primary dealers" (as designated by the
Federal Reserve Bank of New York) and, in the case of the Money Market Portfo-
lio, with State Street Bank and Trust Company, the Fund's Custodian, in such
securities. The Real Estate Investment Portfolio may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the
Federal Reserve System or primary dealers. There is no percentage restriction
on the ability of the Global Dollar Government Portfolio, the North American
Government Income Portfolio, the Utility Income Portfolio, the Worldwide
Privatization Portfolio and the Real Estate Investment Portfolio to enter into
repurchase agreements. The North American Government Income Portfolio, the
Utility Income Portfolio and the Real Estate Investment Portfolio currently in-
tend to enter into repurchase agreements only with the Fund's Custodian and
such primary dealers.

A repurchase agreement arises when a buyer purchases a security and simultane-
ously agrees to resell it to the vendor at an agreed-upon future date, normally
one day or a few days later. The resale price is greater than the purchase
price, reflecting an agreed-upon interest rate. Such agreements permit the
Portfolio to keep all of its assets at work while retaining "overnight" flexi-
bility in pursuit of investment of a longer-term nature. Each Portfolio re-
quires continual maintenance for its account in the Federal Reserve/Treasury
Book Entry System of collateral in an amount equal to, or in excess of, the re-
sale price. In the event a vendor defaulted on its repurchase obligation, the
Portfolio might suffer a loss to the extent that the proceeds from the sale of
the collateral were less than the repurchase price. In the event of a vendor's
bankruptcy, the Portfolio might be delayed in, or prevented from, selling the
collateral for its benefit. The Fund's Board of Directors has established pro-
cedures, which are periodically reviewed by the Board, pursuant to which the
Adviser monitors the creditworthiness of the dealers with which the Portfolios
enter into repurchase agreement transactions.

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WRITING COVERED CALL OPTIONS

The Premier Growth Portfolio, the Growth and Income Portfolio, the U.S.
Government/High Grade Securities Portfolio and the Total Return Portfolio may
each write covered call options listed on one or more national securities ex-
changes. A call option gives the purchaser of the option, upon payment of a
premium to the writer of the option, the right to purchase from the writer of
the option a specified number of shares of a specified security on or before a
fixed date, at a predetermined price. A Portfolio permitted to write call op-
tions may not do so unless the Portfolio at all times during the option period
owns the optioned securities, or securities convertible or carrying rights to
acquire the optioned securities at no additional cost. None of the above
listed Portfolios may write covered call options in excess of 25% of such
Portfolio's assets.

A Portfolio may terminate its obligation to the holder of an option written by
the Portfolio through a "closing purchase transaction." The Portfolio may not,
however, effect a closing purchase transaction with respect to such an option
after it has been notified of the exercise of such option. The Portfolio real-
izes a profit or loss from a closing purchase transaction if the cost of the
transaction is more or less than the premium received by the Portfolio from
writing the option. Although the writing of covered call options only on na-
tional securities exchanges increases the likelihood of a Portfolio being able
to make closing purchase transactions, there is no assurance that a Portfolio
will be able to effect closing purchase transactions at any particular time or
at an acceptable price. The writing of covered call options could result in
increases in the portfolio turnover of a Portfolio, especially during periods
when market prices of the underlying securities appreciate.

OPTIONS

In an effort to increase current income and to reduce fluctuations in net as-
set value, the North American Government Income Portfolio, the Global Dollar
Government Portfolio, the Utility Income Portfolio, and the Worldwide
Privatization Portfolios each intend to write covered put and call options and
purchase put and call options on securities of the types in which it is per-
mitted to invest that are traded on U.S. and foreign securities exchanges.
Each Portfolio also intends to write call options for cross-hedging purposes.
There are no specific limitations on a Portfolio's writing and purchasing of
options.

The purchaser of an option, upon payment of a premium, obtains, in the case of
a put option the right to deliver to the writer of the option, and in the case
of a call option, the right to call upon the writer to deliver, a specified
amount of a security on or before a fixed date at a predetermined price. A
call option written by a Portfolio is "covered" if the Portfolio (i) owns the
underlying security covered by the call (ii) has an absolute and immediate
right to acquire that security without additional cash consideration (or for
additional cash consideration held in a segregated account by the Fund's Cus-
todian) upon conversion or exchange of other portfolio securities, or (iii)
holds a call on the same security in the same principal amount as the call
written where the exercise price of the call held (i) is equal to or less than
the exercise price of the call written or (ii) is greater than the exercise
price

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of the call written if the difference is maintained by the Portfolio in cash
and liquid high-grade debt securities in a segregated account with the Fund's
Custodian. A put option written by a Portfolio is "covered" if the Portfolio
maintains liquid assets with a value equal to the exercise price in a segre-
gated account with the Fund's Custodian, or else holds a put on the same secu-
rity in the same principal amount as the put written where the exercise price
of the put held is equal to or greater than the exercise price of the put
written. The premium paid by the purchaser of an option will reflect, among
other things, the relationship of the exercise price to the market price and
volatility of the underlying security, the remaining term of the option, sup-
ply and demand and interest rates.

A call option is written for cross-hedging purposes if a Portfolio does not
own the underlying security, but seeks to provide a hedge against a decline in
value in another security which the Portfolio owns or has the right to ac-
quire. In such circumstances, the Portfolio collateralizes its obligation un-
der the option (which is not covered) by maintaining in a segregated account
with the Fund's Custodian liquid assets in an amount not less than the market
value of the underlying security, marked to market daily.

In purchasing a call option, a Portfolio would be in a position to realize a
gain if, during the option period, the price of the underlying security in-
creased by an amount in excess of the premium paid. It would realize a loss if
the price of the underlying security declined or remained the same or did not
increase during the period by more than the amount of the premium. In purchas-
ing a put option, a Portfolio would be in a position to realize a gain if,
during the option period, the price of the underlying security declined by an
amount in excess of the premium paid. It would realize a loss if the price of
the underlying security increased or remained the same or did not decrease
during that period by more than the amount of the premium. If a put or call
option purchased by a Portfolio were permitted to expire without being sold or
exercised, its premium would be lost by the Portfolio.

The risk involved in writing a put option is that there could be a decrease in
the market value of the underlying security. If this occurred, the option
could be exercised and the underlying security would then be sold by the op-
tion holder to the Portfolio at a higher price than its current market value.
The risk involved in writing a call option is that there could be an increase
in the market value of the underlying security. If this occurred, the option
could be exercised and the underlying security would then be sold by the Port-
folio at a lower price than its current market value. These risks could be re-
duced by entering into a closing transaction. See Appendix D to the Statement
of Additional Information. A Portfolio retains the premium received from writ-
ing a put or call option whether or not the option is exercised.

A Portfolio may purchase or write options on securities of the types in which
it is permitted to invest in privately negotiated transactions. A Portfolio
will effect such transactions only with investment dealers and other financial
institutions (such as commercial banks or savings and loan institutions)
deemed creditworthy by the Adviser, and the Adviser has adopted procedures for

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monitoring the creditworthiness of such entities. Options purchased or written
by a Portfolio in negotiated transactions are illiquid and it may not be pos-
sible for the Portfolio to effect a closing transaction at a time when the Ad-
viser believes it would be advantageous to do so. See "Illiquid Securities."
See Appendix D to the Statement of Additional Information for a further dis-
cussion of the use, risks and costs of option trading.

Each of the Global Dollar Government Portfolio, the Utility Income Portfolio
and the Worldwide Privatization Portfolio may purchase and sell exchange-
traded options on any securities index composed of the types of securities in
which it may invest. An option on a securities index is similar to an option
on a security except that, rather than the right to take or make delivery of a
security at a specified price, an option on a securities index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing level of the chosen index is greater than (in the case of a call)
or less than (in the case of a put) the exercise price of the option. There
are no specific limitations on either Portfolio's purchasing and selling of
options on securities indices.

LOANS OF PORTFOLIO SECURITIES

Each Portfolio of the Fund, except the Money Market Portfolio and the Quasar
Portfolio, may make secured loans of its portfolio securities to brokers,
dealers and financial institutions provided that cash, U.S. Government securi-
ties, other liquid high-quality debt securities or bank letters of credit
equal to at least 100% of the market value of the securities loaned is depos-
ited and maintained by the borrower with the Portfolio.

The risks in lending portfolio securities, as with other extensions of credit,
consist of possible loss of rights in the collateral should the borrower fail
financially. In determining whether to lend securities to a particular borrow-
er, the Adviser (subject to review by the Directors) will consider all rele-
vant facts and circumstances, including the creditworthiness of the borrower.
While securities are on loan, the borrower will pay the Portfolio any income
earned thereon and the Portfolio may invest any cash collateral in portfolio
securities, thereby earning additional income, or receive an agreed upon
amount of income from a borrower who has delivered equivalent collateral. Each
Portfolio will have the right to regain record ownership of loaned securities
to exercise beneficial rights such as voting rights, subscription rights and
rights to dividends, interest or other distributions. Each Portfolio may pay
reasonable finders', administrative and custodial fees in connection with a
loan. The Directors will monitor the lending of securities by each Portfolio.
No more than 30% of the value of the assets (25% in the case of the Worldwide
Privatization Portfolio and the Real Estate Investment Portfolio and 20% in
the case of the Short-Term Multi-Market Portfolio, the Global Bond Portfolio,
the North American Government Income Portfolio and the Utility Income Portfo-
lio) of each Portfolio may be loaned at any time, nor will a Portfolio lend
its portfolio securities to any officer, director, employee or affiliate of
either the Fund or the Adviser.

FOREIGN SECURITIES

For a description of the investment policies of the Short-Term Multi-Market
Portfolio, the Global Bond Portfolio, the North Ameri-

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can Government Income Portfolio, the Global Dollar Government Portfolio, the
Utility Income Portfolio, the Worldwide Privatization Portfolio and the Quasar
Portfolio with respect to foreign securities, see above. Each of the other
Portfolios, except the U.S. Government/High Grade Securities Portfolio and the
Real Estate Investment Portfolio, may invest in listed and unlisted foreign
securities subject to the limitation that the International Portfolio may in-
vest only in the securities of foreign issuers or U.S. companies having their
principal activities and interests outside the United States. The other Port-
folios of the Fund may invest in foreign securities without limitation, al-
though the Total Return Portfolio has no intention of so investing in the fu-
ture, the Premier Growth Portfolio intends to invest at least 85% of the value
of its total assets in the equity securities of American companies, the Growth
and Income Portfolio intends to restrict its investment in foreign securities
to issues of high quality and the Money Market Portfolio is limited to invest-
ing in those foreign securities described above in "Investment Objectives and
Policies -- Money Market Portfolio." The Technology Portfolio will not pur-
chase a foreign security if such purchase at the time thereof would cause 10%
or more of the value of that Portfolio's total assets to be invested in for-
eign securities. The Portfolios may convert U.S. Dollars into foreign curren-
cy, but only to effect securities transactions on a foreign securities ex-
change and not to hold such currency as an investment. Each Portfolio, except
the Technology Portfolio and the U.S. Government/High Grade Securities Portfo-
lio, may enter into forward foreign currency exchange contracts in order to
protect against uncertainty in the level of future foreign exchange rates.

To the extent a Portfolio, including the Short-Term Multi-Market Portfolio,
the Global Bond Portfolio, the North American Government Income Portfolio, the
Global Dollar Government Portfolio, the Utility Income Portfolio and the
Worldwide Privatization Portfolio, invests in foreign securities, considera-
tion is given to certain factors comprising both risk and opportunity. The
values of foreign securities investments are affected by changes in currency
rates or exchange control regulations, application of foreign tax laws, in-
cluding withholding taxes, changes in governmental administration or economic,
taxation or monetary policy (in the United States and abroad) or changed cir-
cumstances in dealings between nations. Currency exchange rate movements will
increase or reduce the U.S. dollar value of the Portfolio's net assets and in-
come attributable to foreign securities. Costs are incurred in connection with
conversions between various currencies held by a Portfolio. In addition, there
may be substantially less publicly available information about foreign issuers
than about domestic issuers, and foreign issuers may not be subject to ac-
counting, auditing and financial reporting standards and requirements compara-
ble to those of domestic issuers. Foreign issuers are subject to accounting,
auditing and financial standards and requirements that differ, in some cases
significantly, from those applicable to U.S. issuers. In particular, the as-
sets and profits appearing on the financial statements of a foreign issuer may
not reflect its financial position or results of operations in the way they
would be reflected had the financial statements been prepared in accordance
with U.S. generally accepted accounting principles. In addition, for an issuer
that keeps accounting records in local currency, inflation accounting rules in
some

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<PAGE>

of the countries in which a Portfolio will invest require, for both tax and
accounting purposes, that certain assets and liabilities be restated on the
issuer's balance sheet in order to express items in terms of currency of con-
stant purchasing power. Inflation accounting may indirectly generate losses or
profits. Consequently, financial data may be materially affected by restate-
ments for inflation and may not accurately reflect the real condition of those
issuers and securities markets. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable domestic issuers, and
foreign brokerage commissions are generally higher than in the United States.
Foreign securities markets may also be less liquid, more volatile, and less
subject to governmental supervision than in the United States. Investments in
foreign countries could be affected by other factors not present in the United
States, including expropriation, confiscatory taxation, lack of uniform ac-
counting and auditing standards and potential difficulties in enforcing con-
tractual obligations and could be subject to extended settlement periods.

Investment in Japanese Issuers. Investment in securities of Japanese issuers
involves certain considerations not present with investment in securities of
U.S. issuers. As with any investment not denominated in the U.S. Dollar, the
U.S. Dollar value of each Portfolio's investments denominated in the Japanese
Yen will fluctuate with Yen-Dollar exchange rate movements. Between 1985 and
1995, the Japanese Yen generally appreciated against the U.S. Dollar. On April
19, 1995, the Japanese Yen reached an all time high of 79.75 against the U.S.
Dollar. Since its peak of April 19, 1995, the Japanese Yen has decreased in
value against the U.S. Dollar. On April 15, 1997, the exchange rate was 126.3
Yen per Dollar.

Japan's largest stock exchange is the Tokyo Stock Exchange, the First Section
of which is reserved for larger, established companies. As measured by the
TOPIX, a capitalization-weighted composite index of all common stocks listed
in the First Section, the performance of the First Section reached a peak in
1989. Thereafter, the TOPIX declined approximately 45% through December 29,
1995. On December 30, 1996 the TOPIX closed down approximately 7% from the end
of 1995. On January 31, 1997 the TOPIX closed down approximately 7% from the
end of 1996, after falling approximately 10% during the first full week of
1997. On April 16, 1997, the TOPIX closed down approximately 2% from January
31, 1997.

Certain valuation measures, such as price-to-book value and price-to-cash flow
ratios, indicate that the Japanese stock market is near its lowest level in
the last twenty years relative to other world markets. The average price-
/earnings ratio of Japanese companies, however, are high in comparison with
other major stock markets.

In recent years, Japan has consistently recorded large current account trade
surpluses with the U.S. that have caused difficulties in the relations between
the two countries. On October 1, 1994, the U.S. and Japan reached an agreement
that may lead to more open Japanese markets with respect to trade in certain
goods and services. In June, 1995, the two countries agreed in principle to
increase Japanese imports of American automobiles and automotive parts. Never-
theless, it is expected that the continuing

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friction between the U.S. and Japan with respect to trade issues will thus con-
tinue for the foreseeable future.

Each Portfolio's investments in Japanese issuers also will be subject to uncer-
tainty resulting from the instability of recent Japanese ruling coalitions.
From 1955 to 1993, Japan's government was controlled by a single political par-
ty. Between August 1993, and October 1996 Japan was ruled by a series of four
coalition governments. As the result of a general election on October 20, 1996,
however, Japan returned to a single-party government led by Prime Minister
Ryutaro Hashimoto. Mr. Hashimoto's party, however, does not control a majority
of the seats in the parliament. For further information regarding Japan, see
the Fund's Statement of Additional Information.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

The Total Return Portfolio, the U.S. Government/High Grade Securities Portfo-
lio, the North American Government Income Portfolio, the Global Dollar Govern-
ment Portfolio, the Utility Income Portfolio, the Worldwide Privatization Port-
folio and the Real Estate Investment Portfolio may enter into forward commit-
ments for the purchase or sale of securities. Such transactions may include
purchases on a "when-issued" basis or purchases or sales on a "delayed deliv-
ery" basis. In some cases, a forward commitment may be conditioned upon the oc-
currence of a subsequent event, such as approval and consummation of a debt re-
structuring (i.e., a "when, as and if issued" trade).

When forward commitment transactions are negotiated, the price, which generally
is expressed in yield terms, is fixed at the time the commitment is made, but
delivery and payment for the securities take place at a later date, normally
within two months after the transaction, delayed settlements beyond two months
may be negotiated. To the extent a Portfolio sells (i.e., writes) caps and
floors it will maintain in a segregated account with the Fund's Custodian liq-
uid assets having an aggregate net asset value at least equal to the full
amount accrued daily of the portfolio's obligations with respect to any caps
and floors. Securities purchased or sold under a forward commitment are subject
to market fluctuation, and no interest accrues to the purchaser prior to the
settlement date. At the time a Portfolio enters into a forward commitment, it
will record the transaction and thereafter reflect the value of the security
purchased or, if a sale, the proceeds to be received, in determining its net
asset value. Any unrealized appreciation or depreciation reflected in such val-
uation of a "when, as and if issued" security would be cancelled in the event
that the required condition did not occur and the trade was cancelled.

The use of forward commitments enables a Portfolio to protect against antici-
pated changes in interest rates and prices. How- ever, if the Adviser were to
forecast incorrectly the direction of interest rate movements, the Portfolio
might be required to complete such when-issued or forward transactions at
prices less favorable than current market values. No forward commitments will
be made by a Portfolio if, as a result, the Portfolio's aggregate commitments
under such transactions would be more than 30% of the then current value of the
Portfolio's total assets, or, in the case of the Total

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Return Portfolio, more than 20% of the then current value of such Portfolio's
total assets.

A Portfolio's right to receive or deliver a security under a forward commitment
may be sold prior to the settlement date, but the Portfolio will enter into
forward commitments only with the intention of actually receiving or delivering
the securities, as the case may be. If the Portfolio, however, chooses to dis-
pose of the right to receive or deliver a security subject to a forward commit-
ment prior to the settlement date of the transaction, it may incur a gain or
loss. In the event the other party to a forward commitment transaction were to
default, the Portfolio might lose the opportunity to invest money at favorable
rates or to dispose of securities at favorable prices.

STANDBY COMMITMENT AGREEMENTS

The Global Dollar Government Portfolio, Utility Income Portfolio, Worldwide
Privatization Portfolio and the Real Estate Investment Portfolio may from time
to time enter into standby commitment agreements. Such agreements commit a
Portfolio, for a stated period of time, to purchase a stated amount of a secu-
rity which may be issued and sold to the Portfolio at the option of the issuer.
The price and coupon of the security are fixed at the time of the commitment.
At the time of entering into the agreement the Portfolio is paid a commitment
fee, regardless of whether or not the security ultimately is issued, which is
typically approximately 0.5% of the aggregate purchase price of the security
which the Portfolio has committed to purchase. Each Portfolio will enter into
such agreements only for the purpose of investing in the security underlying
the commitment at a yield and price which are considered advantageous to the
Portfolio and which are unavailable on a firm commitment basis. Except for the
Real Estate Investment Portfolio, none of the Portfolios will enter into a
standby commitment with a remaining term in excess of 45 days. Each Portfolio
will limit its investment in such commitments so that the aggregate purchase
price of the securities subject to the commitments will not exceed 50%, in the
cases of the Global Dollar Government Portfolio and the Worldwide Privatization
Portfolio, 25% in the case of the Real Estate Investment Portfolio, and 20%, in
the case of the Utility Income Portfolio, of their respective assets taken at
the time of acquisition of such commitment. The Portfolios will at all times
maintain a segregated account with the Fund's custodian of liquid assets in an
aggregate amount equal to the purchase price of the securities underlying the
commitment.

There can be no assurance that the securities subject to a standby commitment
will be issued and the value of the security, if issued, on the delivery date
may be more or less than its purchase price. Since the issuance of the security
underlying the commitment is at the option of the issuer, a Portfolio will bear
the risk of capital loss in the event the value of the security declines and
may not benefit from an appreciation in the value of the security during the
commitment period if the issuer decides not to issue and sell the security to
the Portfolio.

The purchase of a security subject to a standby commitment agreement and the
related commitment fee will be recorded on the date on which the security can
reasonably be expected to be issued and the value

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of the security will thereafter be reflected in the calculation of the Portfo-
lio's net asset value. The cost basis of the security will be adjusted by the
amount of the commitment fee. In the event the security is not issued, the
commitment fee will be recorded as income on the expiration date of the
standby commitment.

HEDGING TECHNIQUES

The following hedging techniques are utilized by the Short-Term Multi-Market
Portfolio, the Global Bond Portfolio, the North American Government Income
Portfolio and the Utility Income Portfolio. In addition, the Worldwide
Privatization Portfolio may utilize futures contracts and options on futures
contracts, options on foreign currencies and forward foreign currency exchange
contracts, and the Global Dollar Government Portfolio may utilize interest
rate transactions.

Cross Hedges. The attractive returns currently available from foreign currency
denominated debt instruments can be adversely affected by changes in exchange
rates. The Adviser believes that the use of foreign currency hedging tech-
niques, including "cross-hedges" (see "Forward Foreign Currency Exchange Con-
tracts," below), can help protect against declines in the U.S. Dollar value of
income available for distribution to shareholders and declines in the net as-
set value of a Portfolio's shares resulting from adverse changes in currency
exchange rates. For example, the return available from securities denominated
in a particular foreign currency would diminish in the event the value of the
U.S. Dollar increased against such currency. Such a decline could be partially
or completely offset by an increase in value of a cross-hedge involving a for-
ward exchange contract to sell a different foreign currency, where such con-
tract is available on terms more advantageous to a Portfolio than a contract
to sell the currency in which the position being hedged is denominated. It is
the Adviser's belief that cross-hedges can therefore provide significant pro-
tection of net asset value in the event of a general rise in the U.S. Dollar
against foreign currencies. However, a cross-hedge cannot protect against ex-
change rate risks perfectly, and if the Adviser is incorrect in its judgment
of future exchange rate relationships, a Portfolio could be in a less advanta-
geous position than if such a hedge had not been established.

Indexed Debt Securities. The Portfolios may invest without limitation in debt
instruments that are indexed to certain specific foreign currency exchange
rates. The terms of such securities provide that their principal amount is ad-
justed upwards or downwards (but not below zero) at maturity to reflect
changes in the exchange rate between two currencies while the obligation is
outstanding. The Portfolio will purchase such debt instruments with the cur-
rency in which they are denominated and, at maturity, will receive interest
and principal payments thereon in that currency, but the amount of principal
payable by the issuer at maturity will change in proportion to the change (if
any) in the exchange rate between the two specified currencies between the
date the instrument is issued and the date the instrument matures. While such
securities entail the risk of loss of principal, the potential for realizing
gains as a result of changes in foreign currency exchange rates enables the
Portfolio to hedge (or cross-hedge) against

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a decline in the U.S. Dollar value of investments denominated in foreign cur-
rencies while providing an attractive money market rate of return. The Portfo-
lio will purchase such debt instruments for hedging purposes only, not for
speculation. The staff of the Securities and Exchange Commission (the "Commis-
sion") is currently considering whether the Portfolio's purchase of this type
of security would result in the issuance of a "senior security" within the
meaning of the Act. The Portfolio believes that such investments do not in-
volve the creation of such a senior security, but nevertheless the Portfolio
has undertaken, pending the resolution of this issue by the staff, to estab-
lish a segregated account with respect to its investments in this type of se-
curity and to maintain in such account cash not available for investment or
U.S. Government Securities or other liquid high quality debt securities having
a value equal to the aggregate principal amount of outstanding commercial pa-
per of this type.

Futures Contracts and Options on Futures Contracts. A Portfolio may enter into
contracts for the purchase or sale for future delivery of fixed-income securi-
ties or foreign currencies, or contracts based on financial indices including
any index of U.S. Government Securities, foreign government securities or cor-
porate debt securities and may purchase and write put and call options to buy
or sell futures contracts ("options on futures contracts"). A "sale" of a
futures contract means the acquisition of a contractual obligation by the
Portfolio to deliver the securities or foreign currencies called for by the
contract at a specified price on a specified date. A "purchase" of a futures
contract means the incurring of a contractual obligation to acquire the secu-
rities or foreign currencies called for by the contract at a specified price
on a specified date. The specific securities delivered or taken, respectively,
at settlement date, would not be determined until at or near that date. The
determination would be in accordance with the rules of the exchange on which
the futures contract sale or purchase was effected.

Although the terms of futures contracts specify actual delivery or receipt of
securities, in most instances the contracts are closed out before the settle-
ment date without the making or taking of delivery of the securities. Closing
out of a futures contract is effected by entering into an offsetting purchase
or sale transaction.

The purchaser of a futures contract on an index agrees to take or make deliv-
ery of an amount of cash equal to the difference between a specified dollar
multiple of the value of the index on the expiration date of the contract and
the price at which the contract was originally struck.

Unlike a futures contract, which requires the parties to buy and sell a secu-
rity on a set date, an option on a futures contract entitles its holder to de-
cide on or before a future date whether to enter into such a contract. If the
holder decides not to enter into the contract, the premium paid for the option
is lost. Since the value of the option is fixed at the point of sale, there
are no daily payments of cash in the nature of "variation" or "maintenance"
margin payments to reflect the change in the value of the underlying contract
as there are by a purchaser or seller of a futures contract. The value of the
option does not change and is

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reflected in the net asset value of the Portfolio.

The ability to establish and close out positions in options on futures will be
subject to the development and maintenance of a liquid secondary market. It is
not certain that this market will develop or be maintained.

Options on futures contracts to be written or purchased by the Portfolio will
be traded on U.S. or foreign exchanges or over-the-counter.

These investment techniques will be used only to hedge against anticipated fu-
ture changes in market conditions and interest or exchange rates which other-
wise might either adversely affect the value of the Portfolio's securities or
adversely affect the prices of securities which the Portfolio intends to pur-
chase at a later date. See Appendix C to the Fund's Statement of Additional
Information for further discussion of the use, risks and costs of futures con-
tracts and options on futures contracts.

The Portfolio will not (i) enter into any futures contracts or options on
futures contracts if immediately thereafter the aggregate of margin deposits
on all the outstanding futures contracts of the Portfolio and premiums paid on
outstanding options on futures contracts would exceed 5% of the market value
of the total assets of the Portfolio or (ii) enter into any futures contracts
or options on futures contracts if the aggregate of the market value of the
outstanding futures contracts of the Portfolio and the market value of the
currencies and futures contracts subject to outstanding options written by the
Portfolio would exceed 50% of the market value of the total assets of the
Portfolio.

Options on Foreign Currencies. The Portfolio may purchase and write put and
call options on foreign currencies for the purpose of protecting against de-
clines in the U.S. Dollar value of foreign currency-denominated portfolio se-
curities and against increases in the U.S. Dollar cost of such securities to
be acquired. As in the case of other kinds of options, however, the writing of
an option on a foreign currency constitutes only a partial hedge, up to the
amount of the premium received, and a Portfolio could be required to purchase
or sell foreign currencies at disadvantageous exchange rates, thereby incur-
ring losses. The purchase of an option on a foreign currency may constitute an
effective hedge against fluctuations in exchange rates although, in the event
of rate movements adverse to the Portfolio's position, it may forfeit the en-
tire amount of the premium plus related transaction costs. Options on foreign
currencies to be written or purchased by the Portfolio are traded on U.S. and
foreign exchanges or over-the-counter. There is no specific percentage limita-
tion on the Portfolio's investments in options or on foreign currencies. See
the Fund's Statement of Additional Information for further discussion of the
use, risks and costs of options on foreign currencies.

Forward Foreign Currency Exchange Contracts. The Portfolio may purchase or
sell forward foreign currency exchange contracts ("forward contracts") to at-
tempt to minimize the risk to the Portfolio from adverse changes in the rela-
tionship between the U.S. Dollar and foreign currencies. A forward contract is
an obligation to purchase or sell a specific currency for an agreed price at a
future date which is individually negotiated and privately traded by currency
traders and their customers. Forward contracts reduce the po-

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tential gain from a positive change in the relationship between the U.S. Dollar
and other currencies. Unanticipated changes in currency prices may result in
poorer overall performance for the Portfolio than if it had not entered into
such contracts. The Fund's Custodian will place liquid assets in a segregated
account having a value equal to the aggregate amount of each Portfolio's com-
mitments under forward contracts entered into with respect to position hedges
and cross-hedges.

Interest Rate Transactions. In order to attempt to protect the value of the
Portfolio's investments from interest rate or currency cross-rate fluctuations,
the Portfolio may enter into various hedging transactions, such as interest
rate swaps and may purchase or sell (i.e. write) interest rate caps and floors.
The Portfolio expects to enter into these transactions primarily to preserve a
return or spread on a particular investment or portion of its portfolio. The
Portfolio may also enter into these transactions to protect against any in-
crease in the price of securities the Portfolio anticipates purchasing at a
later date. The Portfolio does not intend to use these transactions in a specu-
lative manner. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments. Interest rate
swaps are entered into on a net basis, i.e., the two payment streams are netted
out, with the Portfolio receiving or paying, as the case may be, only the net
amount of the two payments. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined inter-
est rate, to receive payments on a contractually-based principal amount from
the party selling such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below
a predetermined interest rate to receive payments on a contractually-based
principal amount from the party selling such interest rate floor.

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recent years with a large number of banks and investment banking firms acting
both as principals and agents utilizing standardized swap documentation.
The Adviser has determined that, as a result, the swap market has become rela-
tively liquid. Caps and floors are more recent innovations for which standard-
ized documentation has not yet been developed and, accordingly, they are less
liquid than swaps. To the extent that the Portfolio sells (i.e., writes) caps
and floors, it will maintain in a segregated account with the Fund's Custodian
liquid assets having an aggregate net asset value at least equal to the full
amount, accrued on a daily basis, of the Portfolio's obligations with respect
to the caps or floors.

General. The successful use of the foregoing investment practices draws upon
the Adviser's special skills and experience with respect to such instruments
and usually depends on the Adviser's ability to forecast interest rate and
currency exchange rate movements correctly. Should interest or exchange rates
move in an unexpected manner, the Portfolio may not achieve the anticipated
benefits of futures contracts, options, interest rate transactions or forward
contracts or may realize losses and thus be in a worse position than if such
strategies had not been used. Unlike many exchange-traded futures contracts
and options on futures contracts, there are no daily price fluctuation limits
with respect to options on currencies and forward contracts, and adverse mar-
ket movements could therefore continue to an unlimited extent over a period of
time. In addition, the correlation between movements in the price of the secu-
rities and currencies hedged or used for cover will not be perfect and could
produce unanticipated losses.

The Portfolio's ability to dispose of its positions in futures contracts, op-
tions, interest rate transactions and forward contracts will depend on the
availability of liquid markets in such instruments. Markets in options and
futures with respect to a number of fixed-income securities and currencies are
relatively new and still developing. It is impossible to predict the amount of
trading interest that may exist in various types of futures contracts, options
and forward contracts. If a secondary market does not exist with respect to an
option purchased or written by the Portfolio over-the-counter, it might not be
possible to effect a closing transaction in the option (i.e., dispose of the
option) with the result that (i) an option purchased by the Portfolio would
have to be exercised in order for the Portfolio to realize any profit and (ii)
the Portfolio may not be able to sell currencies or portfolio securities cov-
ering an option written by the Portfolio until the option expires or it deliv-
ers the underlying futures contract or currency upon exercise. Therefore, no
assurance can be given that the Portfolio will be able to utilize these
instruments effectively for the purposes set forth above. Furthermore, the
Portfolio's ability to engage in options and futures transactions may be lim-
ited by tax considerations.

ILLIQUID SECURITIES

Subject to any more restrictive applicable investment policies, none of the
Portfolios will maintain more than 15% of its net assets in illiquid securi-
ties. For purposes of each Portfolio's investment objectives and policies and
investment restrictions, illiquid securities include, among others, (a) direct
placements or other securities which are subject to legal or contractual re-
strictions on resale

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or for which there is no readily available market (e.g., trading in the
security is suspended or, in the case of unlisted securities, market makers do
not exist or will not entertain bids or offers), (b) options purchased by the
Portfolio over-the-counter and the cover for options written by the Portfolio
over-the-counter, and (c) repurchase agreements not terminable within seven
days. Securities eligible for resale under Rule 144A under the Securities Act
of 1933, as amended, that have legal or contractual restrictions on resale but
have a readily available market are not deemed illiquid for purposes of this
limitation. The Adviser will monitor the liquidity of such securities under the
supervision of the Board of Directors. See the Statement of Additional Infor-
mation for further discussion of illiquid securities.

FIXED-INCOME SECURITIES

The value of the shares of each Portfolio that invests in fixed-income securi-
ties will fluctuate with the value of such investments. The value of each Port-
folio's investments will change as the general level of interest rates fluctu-
ates. During periods of falling interest rates, the values of a Portfolio's se-
curities generally rise. Conversely, during periods of rising interest rates,
the values of a Portfolio's securities generally decline.

In seeking to achieve a Portfolio's investment objective, there will be times,
such as during periods of rising interest rates, when depreciation and realiza-
tion of capital losses on securities in a Portfolio's portfolio will be un-
avoidable. Moreover, medium- and lower-rated securities and non-rated securi-
ties of comparable quality may be subject to wider fluctuations in yield and
market values than higher-rated securities under certain market conditions.
Such fluctuations after a security is acquired do not affect the cash income
received from that security but are reflected in the net asset value of a
Portfolio.

Certain debt securities in which the Global Dollar Government Portfolio may in-
vest are floating-rate debt securities. To the extent that the Portfolio does
not enter into interest rate swaps with respect to such floating-rate debt se-
curities, the Portfolio may be subject to greater risk during periods of de-
clining interest rates.

SECURITIES RATINGS

The ratings of fixed-income securities by S&P, Moody's, Duff & Phelps and Fitch
are a generally accepted barometer of credit risk. They are, however, subject
to certain limitations from an investor's standpoint. The rating of an issuer
is heavily weighted by past developments and does not necessarily reflect prob-
able future conditions. There is frequently a lag between the time a rating is
assigned and the time it is updated. In addition, there may be varying degrees
of difference in credit risk of securities within each rating category.

INVESTMENT IN FIXED-INCOME SECURITIES RATED BAA AND BBB

Securities rated Baa or BBB are considered to have speculative characteristics
and share some of the same characteristics as lower-rated securities, as de-
scribed below. Sustained periods of deteriorating economic conditions or of
rising interest rates are more likely to lead to a weakening in the issuer's
capacity to pay interest and repay

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principal than in the case of higher-rated securities.

INVESTMENT IN LOWER-RATED FIXED-INCOME SECURITIES

Lower-rated securities are subject to greater risk of loss of principal and in-
terest than higher-rated securities. They are also generally considered to be
subject to greater market risk than higher-rated securities, and the capacity
of issuers of lower-rated securities to pay interest and repay principal is
more likely to weaken than is that of issuers of higher-rated securities in
times of deteriorating economic conditions or rising interest rates. In addi-
tion, lower-rated securities may be more susceptible to real or perceived ad-
verse economic conditions than investment grade securities, although the market
values of securities rated below investment grade and comparable unrated secu-
rities tend to react less to fluctuations in interest rate levels than do those
of higher-rated securities. Securities rated Ba or BB are judged to have specu-
lative elements or to be predominantly speculative with respect to the issuer's
ability to pay interest and repay principal. Securities rated B are judged to
have highly speculative elements or to be predominantly speculative. Such secu-
rities may have small assurance of interest and principal payments. Securities
rated Baa by Moody's are also judged to have speculative characteristics.

The market for lower-rated securities may be thinner and less active than that
for higher-rated securities, which can adversely affect the prices at which
these securities can be sold. To the extent that there is no established sec-
ondary market for lower-rated securities, a Portfolio's may experience diffi-
culty in valuing such securities and, in turn, the Portfolio's assets.

The Adviser will try to reduce the risk inherent in investment in lower-rated
securities through credit analysis, diversification and attention to current
developments and trends in interest rates and economic and political condi-
tions. However, there can be no assurance that losses will not occur. Since the
risk of default is higher for lower-rated securities, the Adviser's research
and credit analysis are a correspondingly more important aspect of its program
for managing a Portfolio's securities than would be the case if a Portfolio did
not invest in lower-rated securities. In considering investments for the Port-
folio, the Adviser will attempt to identify those high-yielding securities
whose financial condition is adequate to meet future obligations, has improved,
or is expected to improve in the future. The Adviser's analysis focuses on rel-
ative values based on such factors as interest or dividend coverage, asset cov-
erage, earnings prospects, and the experience and managerial strength of the
issuer.

The Global Dollar Government Portfolio may invest in securities having the low-
est ratings for non-subordinated debt instruments assigned by Moody's or S&P
(i.e., rated C by Moody's or CCC or lower by S&P) and in unrated securities of
comparable investment quality. These securities are considered to have ex-
tremely poor prospects of ever attaining any real investment standing, to have
a current identifiable vulnerability to default, to be unlikely to have the ca-
pacity to pay interest and repay principal when due in the event of adverse
business, financial or economic conditions, and/or to be in de-

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fault or not current in the payment of interest or principal.

Certain lower-rated securities in which the Global Dollar Government Portfo-
lio, the Utility Income Portfolio, the Growth Investors Portfolio, the Conser-
vative Investors Portfolio and the Growth Portfolio may invest, contain call
or buy-back features which permit the issuer of the security to call or repur-
chase it. Such securities may present risks based on payment expectations. If
an issuer exercises such a provision and redeems the security, the Portfolio
may have to replace the called security with a lower yielding security, re-
sulting in a decreased rate of return for the Portfolio.

NON-RATED SECURITIES

Non-rated securities will also be considered for investment by the North Amer-
ican Government Income Portfolio and Global Dollar Government Portfolio when
the Adviser believes that the financial condition of the issuers of such secu-
rities, or the protection afforded by the terms of the securities themselves,
limits the risk to the Portfolio to a degree comparable to that of rated secu-
rities which are consistent with the Portfolio's objective and policies.

NON-DIVERSIFIED STATUS

The Short-Term Multi-Market Portfolio, the Global Bond Portfolio, the North
American Government Income Portfolio, the Global Dollar Government Portfolio
and the Worldwide Privatization Portfolio are "non-diversified", which means
the Portfolios are not limited in the proportion of their assets that may be
invested in the securities of a single issuer. However, because the Portfolios
may invest in a smaller number of individual issuers than a diversified port-
folio, an investment in these Portfolios may, under certain circumstances,
present greater risk to an investor than an investment in a diversified port-
folio. Each Portfolio intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Internal Revenue Code. To
so qualify, among other requirements, each Portfolio will limit its
investments so that, at the close of each quarter of the taxable year, (i) not
more than 25% of the market value of the Portfolio's total assets will be in-
vested in the securities of a single issuer, and (ii) with respect to 50% of
the market value of its total assets, not more than 5% of the market value of
its total assets will be invested in the securities of a single issuer and the
Portfolio will not own more than 10% of the outstanding voting securities of a
single issuer. The Portfolio's investments in U.S. Government Securities are
not subject to these limitations.

In order to meet the diversification tests and thereby maintain its status as
a regulated investment company, the North American Government Income Portfolio
will be required to diversify its portfolio of Canadian Government Securities,
Mexican Government Securities and other foreign government securities in a
manner which would not be necessary if the Portfolio had made similar invest-
ments in U.S. Government Securities.

DEFENSIVE POSITION

When business or financial conditions warrant, the Premier Growth Portfolio,
the Growth and Income Portfolio and the Util-
ity Income Portfolio may assume a tempo-

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rary defensive position and invest without limit in high grade fixed income se-
curities or hold their assets in cash equivalents, including (i) short-term ob-
ligations of the U.S. Government and its agencies or instrumentalities, (ii)
certificates of deposit, bankers' acceptances and interest-bearing savings de-
posits of banks having total assets of more than $1 billion and which are mem-
bers of the Federal Deposit Insurance Corporation, and (iii) commercial paper
of prime quality rated A-1 or higher by S&P or Prime-1 or higher by Moody's or,
if not rated, issued by companies which have an outstanding debt issue rated AA
or higher by S&P or Aa or higher by Moody's.

For temporary defensive purposes, the Global Dollar Government Portfolio may
vary from its investment policies during periods in which economic or political
conditions warrant. Under such circumstances, the Portfolio may invest without
limit in (i) Government Securities and (ii) the following U.S. dollar-denomi-
nated investments: (a) indebtedness rated Aa or better by Moody's or AA or bet-
ter by S&P, or if not so rated, of equivalent investment quality as determined
by the Adviser, (b) certificates of deposit, bankers' acceptances and interest-
bearing savings deposits of banks having total assets of more than $1 billion
and which are members of the Federal De- posit Insurance Corporation and (c)
commercial paper of prime quality rated A-1 or better by S&P or Prime 1 or bet-
ter by Moody's or, if not so rated, issued by companies which have an outstand-
ing debt issue rated AA or better by S&P or Aa or better by Moody's. The Global
Dollar Government Portfolio may also at any time, with respect to up to 35% of
its total assets, temporarily invest funds awaiting reinvestment or held for
reserves for dividends and other distributions to shareholders in such U.S.
dollar-denominated money market instruments.

For temporary defensive purposes, the Conservative Investors Portfolio, the
Growth Investors Portfolio and the Growth Portfolio may invest in money market
instruments. The Growth Portfolio may also invest in repurchase agreements.

For temporary defensive purposes, the Worldwide Privatization Portfolio may
vary from its fundamental investment policy during periods in which conditions
in securities markets or other economic or political conditions warrant. The
Portfolio may reduce its position in equity securities and increase without
limit its position in short-term, liquid, high-grade debt securities, which may
include securities issued by the U.S. government, its agencies and instrumen-
talities ("U.S. Government Securities"), bank deposits, money market
instruments, short-term (for this purpose, securities with a remaining maturity
of one year or less) debt securities, including notes and bonds, and short-term
foreign currency denominated debt securities rated A or higher by S&P or
Moody's or, if not so rated, of equivalent investment quality as determined by
Alliance. For this purpose the Portfolio will limit its investments in foreign
currency denominated debt securities to securities that are denominated in cur-
rencies in which the Portfolio anticipates its subsequent investments will be
denominated.

Subject to its policy of investing at least 65% of its total assets in equity
securities of enterprises undergoing privatization, the Portfolio may also at
any time temporarily invest

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<PAGE>

funds awaiting reinvestment or held as reserves for dividends and other distri-
butions to shareholders in money market instruments referred to above.

For temporary defensive purposes, the Real Estate Investment Portfolio may in-
crease without limit its position in short-term, liquid, high-grade debt secu-
rities, which may include securities issued or guaranteed by the U.S. Govern-
ment, its agencies or instrumentalities ("U.S. Government securities"), bank
deposits, money market instruments, short-term debt securities, including notes
and bonds. For a description of the types of securities in which the Portfolio
may invest while in a temporary defensive position, see the Statement of Addi-
tional Information.

PORTFOLIO TURNOVER

Generally, the Fund's policy with respect to turnover of securities held in the
Portfolios is to purchase securities for investment purposes and not for the
purpose of realizing short-term trading profits or for the purpose of exercis-
ing control. When circumstances warrant, however, securities may be sold with-
out regard to the length of time held.

Because the Money Market Portfolio invests in securities with short maturities,
there may be a relatively high portfolio turnover rate. However, the turnover
rate does not have an adverse effect upon the net yield and net asset value of
the Portfolio's shares since the Portfolio's securities transactions occur pri-
marily with issuers, underwriters or major dealers in money market investments
acting as principals at net prices in which the Fund incurs little or no bro-
kerage costs.

The annual portfolio turnover rate of the Premier Growth Portfolio may be in
excess of 100%. Although the Fund cannot accurately predict its annual portfo-
lio turnover rate, the Adviser does not expect the annual portfolio turnover of
the Growth and Income Portfolio, the Total Return Portfolio, the International
Portfolio and the Technology Portfolio to exceed 100%. A 100% annual portfolio
turnover rate would occur, for example, if all of the stocks in a portfolio
were replaced in a period of one year. A 100% turnover rate is greater than
that of most other investment companies, including those which emphasize capi-
tal appreciation as a basic policy, and may result in correspondingly greater
brokerage commissions being paid by the Portfolio and a higher incidence of
short-term capital gain taxable as ordinary income. It is anticipated that the
annual portfolio turnover rate of the Growth and Income Portfolio may be in ex-
cess of 50% but less than 100%. See "Dividends, Distributions and Taxes."

The U.S. Government/High Grade Securities Portfolio and the Global Bond Portfo-
lio will actively use trading to benefit from yield disparities among different
issues of fixed-income securities or otherwise to achieve their investment ob-
jectives and policies. Although management cannot accurately predict its port-
folio turnover rate, it is anticipated that the annual turnover rate for the
U.S. Government/High Grade Securities Portfolio and the Global Bond Portfolio
generally will not exceed 400% (excluding turnover of securities having a matu-
rity of one year or less). The annual turnover rate of 400% occurs, for exam-
ple, when all of the securities in the Portfolio are replaced four times in a
period of one year. A 400% turn-

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over rate is greater than that of most other investment companies. These Port-
folios may be subject to a greater degree of turnover and, thus, a higher inci-
dence of short-term capital gain taxable as ordinary income than might be ex-
pected from investment companies which invest substantially all of their funds
on a long-term basis and correspondingly larger mark-up charges can be expected
to be borne by the Portfolios. See "Dividends, Distributions and Taxes."

The Short-Term Multi-Market Portfolio and the Global Dollar Government Portfo-
lio may engage in active short-term trading to benefit from yield disparities
among different issues of securities, to seek short-term profits during periods
of fluctuating interest rates, or for other reasons. Such trading will increase
each Portfolio's rate of turnover and the incidence of short-term capital gain
taxable as ordinary income. Management anticipates that the annual turnover in
the Short-Term Multi-Market Portfolio will not be in excess of 500%. An annual
turnover rate of 500% occurs, for example, when all of the securities in the
portfolio are replaced five times in a period of one year. The Adviser antici-
pates that the annual turnover in the Global Dollar Government Portfolio will
not be in excess of 300% (excluding turnover of securities having a maturity of
one year or less). An annual turnover rate of 300% occurs, for example, when
all of the securities in the Portfolio are replaced three times in a period of
one year. Management anticipates that the annual turnover in the North American
Government Income Portfolio will not be in excess of 400%. An annual turnover
rate of 400% occurs, for example, when all of the securities in the Portfolio
are replaced four times in a period of one year. Management anticipates that
the annual turnover in the Utility Income Portfolio will not be in excess of
200%. An annual turnover rate of 200% occurs, for example, when all the securi-
ties in the Portfolio are replaced twice in a period of one year.

Management expects that the annual turnover in the Growth Investors Portfolio
and the Growth Portfolio will not exceed 200%. An annual turnover rate of 200%
occurs, for example, when all the securities in a Portfolio are replaced twice
in a period of one year. Management expects that the annual turnover in the
Conservative Investors Portfolio will not exceed 100%. An annual turnover rate
of 100% occurs, for example, when all the securities in a Portfolio are re-
placed once in a period of one year.

Generally, the policy of the Worldwide Privatization Portfolio with respect to
portfolio turnover is to purchase securities with a view to holding them for
periods of time sufficient to assure that the Portfolio will realize less than
30% of its gross income from the sale or other disposition of securities held
for less than three months (see "Dividends, Distributions and Taxes") and to
hold its securities for six months or longer. However, it is also the Portfo-
lio's policy to sell any security whenever, in the judgment of the Adviser, its
appreciation possibilities have been substantially realized or the business or
market prospects for such security have deteriorated, irrespective of the
length of time that such security has been held. The Adviser anticipates that
the Portfolio's annual rate of portfolio turnover will not exceed 200%. A 200%
annual turnover rate would occur if all the securities in the Port-

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<PAGE>

folio's were replaced twice within a period of one year.

Generally, the Quasar Portfolio's policy with respect to turnover of securi-
ties held in the Portfolio is to purchase securities for investment purposes
and not for the purpose of realizing short-term trading profits or for the
purpose of exercising control. When circumstances warrant, however, securities
may be sold without regard to the length of time held. The Adviser anticipates
that the Portfolio's annual rate of portfolio turnover generally will not be
in excess of 200%.

The Adviser anticipates that the Real Estate Investment Portfolio's annual
rate of turnover will not exceed 100%. A 100% annual turnover rate would occur
if all of the securities in the Portfolio's portfolio are replaced once in a
period of one year. A higher rate of portfolio turnover involves correspond-
ingly greater brokerage and other expenses than a lower rate, which must be
borne by the Portfolio and its shareholders. High portfolio turnover also may
result in the realization of substantial net short-term capital gains. See
"Dividends, Distributions and Taxes."

A high rate of portfolio turnover involves correspondingly greater expenses
than a lower rate, which expenses must be borne by the Portfolio and its
shareholders. High portfolio turnover also may result in the realization of
substantial net short-term capital gains. In order to continue to qualify as a
regulated investment company for Federal tax purposes, less than 30% of the
annual gross income of a Portfolio must be derived from the sale of securities
held by the Portfolio for less than three months. See "Dividends, Distribu-
tions and Taxes."

CERTAIN FUNDAMENTAL INVESTMENT POLICIES

The Fund has adopted certain fundamental investment policies applicable to the
Portfolios which may not be changed with respect to a Portfolio without the
approval of the shareholders of a Portfolio. Certain of those fundamental in-
vestment policies are set forth below. For a complete listing of such funda-
mental investment policies, see the Statement of Additional Information.

Briefly, with respect to the Money Market Portfolio, the Premier Growth Port-
folio, the Growth and Income Portfolio, the U.S. Government/High Grade Securi-
ties Portfolio, the Total Return Portfolio and the International Portfolio,
these fundamental investment policies provide that a Portfolio may not: (i)
invest in securities of any one issuer (including repurchase agreements with
any one entity) other than securities issued or guaranteed by the United
States Government, if immediately after such purchases more than 5% of the
value of its total assets would be invested in such issuer, except that 25% of
the value of the total assets of a Portfolio may be invested without regard to
such 5% limitation; (ii) acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of an issuer shall be
deemed a single class); (iii) invest more than 25% of the value of its total
assets at the time an investment is made in the securities of issuers con-
ducting their principal business activities in any one industry, except that
there is no such limitation with respect to U.S. Government securities or cer-
tificates of deposit, bankers' acceptances and interest-bearing deposits. For
purposes of this investment restriction,

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<PAGE>

the electric, gas, telephone and water business shall each be considered as a
separate industry; (iv) borrow money, except that a Portfolio may borrow money
only for extraordinary or emergency purposes and then only in amounts not ex-
ceeding 15% of its total assets at the time of borrowing; (v) mortgage, pledge
or hypothecate any of its assets, except as may be necessary in connection
with permissible borrowings described in paragraph (iv) above (in an aggregate
amount not to exceed 15% of total assets of a Portfolio), or as permitted in
connection with short sales of securities "against the box" by the Growth
Portfolio, as described above; (vi) invest in illiquid securities if immedi-
ately after such investment more than 10% of the Portfolio's total assets
(taken at market value) would be invested in such securities; or (vii) invest
more than 10% of the value of its total assets in repurchase agreements not
terminable within seven days.

With respect to the Short-Term Multi-Market Portfolio and the Global Bond
Portfolio, these fundamental investment policies provide that a Portfolio may
not: (i) invest 25% or more of its total assets in securities of companies
engaged principally in any one industry (other than, with respect to the
Short-Term Multi-Market Portfolio only, the banking industry) except that
this restriction does not apply to U.S. Government Securities; (ii) borrow
money except from banks for temporary or emergency purposes, including the
meeting of redemption requests which might require the untimely disposition of
securities; borrowing in the aggregate may not exceed 15%, and borrowing for
purposes other than meeting redemptions may not exceed 5% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities (not
including the amount borrowed) at the time the borrowing is made; securities
will not be purchased while borrowings in excess of 5% of the value of the
Portfolio's total assets are outstanding; (iii) pledge, hypothecate, mortgage
or otherwise encumber its assets, except to secure permitted borrowings; or
(iv) invest in illiquid securities if immediately after such investment more
than 10% of the Portfolio's total assets (taken at market value) would be in-
vested in such securities.

With respect to the North American Government Income Portfolio and the Global
Dollar Government Portfolio, these fundamental investment policies provide
that a Portfolio may not: (i) invest 25% or more of their respective total as-
sets in securities of companies engaged principally in any one industry except
that this restriction does not apply to U.S. Government Securities; (ii) bor-
row money, except (a) the North American Government Income Portfolio and the
Global Dollar Government Portfolio may, in accordance with provisions of the
Act, borrow money from banks for temporary or emergency purposes, including
the meeting of redemption requests which might require the untimely disposi-
tion of securities; borrowing in the aggregate may not exceed 15%, and borrow-
ing for purposes other than meeting redemptions may not exceed 5% of the value
of the Portfolio's total assets (including the amount borrowed) at the time
the borrowing is made; outstanding borrowings in excess of 5% of the value of
the Portfolio's total assets will be repaid before any subsequent investments
are made and (b) the Global Dollar Government Portfolio may enter into reverse
repur-

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<PAGE>

chase agreements and dollar rolls; or (iii) pledge, hypothecate, mortgage or
otherwise encumber their respective assets, except to secure permitted
borrowings.

As a matter of fundamental policy, the Utility Income Portfolio may not: (i)
invest more than 5% of its total assets in the securities of any one issuer
except the U.S. Government, although with respect to 25% of its total assets
it may invest in any number of issuers; (ii) invest 25% or more of its total
assets in the securities of issuers conducting their principal business
activities in any one industry, other than the utilities industry, except that
this restriction does not apply to U.S. Government Securities; (iii) purchase
more than 10% of any class of the voting securities of any one issuer; (iv)
borrow money except from banks or temporary or emergency purposes, including
the meeting of redemption requests which might require the untimely disposi-
tion of securities; borrowing in the aggregate may not exceed 15%, and borrow-
ing for purposes other than meeting redemptions may not exceed 5% of the value
of the Portfolio's total assets (including the amount borrowed) less liabili-
ties (not including the amount borrowed) at the time the borrowing is made;
outstanding borrowings in excess of 5% of the value of the Portfolio's total
assets will be repaid before any subsequent investments are made; or (v) pur-
chase a security if, as a result (unless the security is acquired pursuant to
a plan of reorganization or an offer of exchange), the Portfolio would own any
securities of an open-end investment company or more than 3% of the total out-
standing voting stock of any closed-end investment company or more than 5% of
the value of the Portfolio's net assets would be invested in securities of any
one or more closed-end investment companies.

With respect to the Conservative Investors Portfolio, the Growth Investors
Portfolio and the Growth Portfolio, these fundamental investment policies pro-
vide that a Portfolio may not: (i) invest more than 5% of its total assets in
the securities of any one issuer (other than U.S. Government securities and
repurchase agreements relating thereto), although up to 25% of the Portfolio's
total assets may be invested without regard to this restriction; or (ii) in-
vest 25% or more of its total assets in the securities of any one industry.
(Obligations of a foreign government and its agencies or instrumentalities
constitute a separate "industry" from those of another foreign government.)

With respect to the Worldwide Privatization Portfolio, these fundamental poli-
cies provide that the Portfolio may not: (i) invest 25% or more of its total
assets in securities of issuers conducting their principal business activities
in the same industry, except that this restriction does not apply to (a) U.S.
Government Securities; or (b) the purchase of securities of issuers whose pri-
mary business activity is in the national commercial banking industry, so long
as the Fund's Board of Directors determines, on the basis of factors such as
liquidity, availability of investments and anticipated returns, that the Port-
folio's ability to achieve its investment objective would be adversely af-
fected if the Portfolio were not permitted to invest more than 25% of its to-
tal assets in those securities, and so long as the Portfolio notifies its
shareholders of any decision by the Board of Directors to permit or cease to

100
<PAGE>

permit the Portfolio to invest more than 25% of its total assets in those se-
curities, such notice to include a discussion of any increased investment
risks to which the Portfolio may be subjected as a result of the Board's de-
termination; (ii) borrow money except from banks for temporary or emergency
purposes, including the meeting of redemption requests which might require the
untimely disposition of securities; borrowing in the aggregate may not exceed
15%, and borrowing for purposes other than meeting redemptions may not exceed
5% of the value of the Portfolio's total assets (including the amount borrow-
ed) less liabilities (not including the amount borrowed) at the time the bor-
rowing is made; outstanding borrowings in excess of 5% of the value of the
Portfolio's total assets will be repaid before any investments are made; or
(iii) pledge, hypothecate, mortgage or otherwise encumber its assets, except
to secure permitted borrowings.

With respect to the Technology Portfolio, these fundamental policies provide
that the Portfolio may not: (i) with respect to 75% of its total assets, have
such assets represented by other than: (a) cash and cash items, (b) U.S. Gov-
ernment securities, or (c) securities of any one issuer (other than the U.S.
Government and its agencies or instrumentalities) not greater in value than 5%
of the Technology Portfolio's total assets, and not more than 10% of the out-
standing voting securities of such issuer; (ii) purchase the securities of any
one issuer, other than the U.S. Government and its agencies or instrumentali-
ties, if as a result (a) the value of the holdings of the Technology Portfolio
in the securities of such issuer exceeds 25% of its total assets, or (b) the
Technology Portfolio owns more than 25% of the outstanding securities of any
one class of securities of such issuer; (iii) concentrate its investments in
any one industry, but the Technology Portfolio has reserved the right to in-
vest up to 25% of its total assets in a particular industry; and (iv) invest
in the securities of any issuer which has a record of less than three years of
continuous operation (including the operation of any predecessor) if such pur-
chase would cause 10% or more of its total assets to be invested in the secu-
rities of such issuers.

With respect to the Quasar Portfolio these fundamental policies provide that
the Portfolio may not: (i) purchase the securities of any one issuer, other
than the U.S. Government or any of its agencies or instrumentalities, if as a
result more than 5% of its total assets would be invested in such issuer or
the Portfolio would own more than 10% of the outstanding voting securities of
such issuer, except that up to 25% of its total asset may be invested without
regard to these 5% and 10% limitations; (ii) invest more than 25% of its total
assets in any particular industry; and (iii) borrow money except for temporary
or emergency purposes in an amount not exceeding 5% of its total assets at the
time the borrowing is made.

With respect to the Real Estate Investment Portfolio these fundamental poli-
cies provide that the Portfolio may not: (i) with respect to 75% of its total
assets, have such assets represented by other than: (a) cash and cash items,
(b) U.S. Government securities, or (c) securities of any one issuer (other
than the U.S. Government and its agencies or instrumentalities) not greater in
value than 5% of the Portfolio's total assets, and

101
<PAGE>

not more than 10% of the outstanding voting securities of such issuer; (ii)
purchase the securities of any one issuer, other than the U.S. Government and
its agencies or instrumentalities, if as a result (a) the value of the hold-
ings of the Portfolio in the securities of such issuer exceeds 25% of its to-
tal assets, or (b) the Portfolio owns more than 25% of the outstanding securi-
ties of any one class of securities of such issuer; (iii) invest 25% or more
of its total assets in the securities of issuers conducting their principal
business activities in any one industry, other than the real estate industry,
in which the Portfolio will invest at least 25% or more of its total assets,
except that this restriction does not apply to U.S. Government securities;
(iv) purchase or sell real estate, except that it may purchase and sell secu-
rities of companies which deal in real estate or interests therein, including
Real Estate Equity Securities; or (v) borrow money except for temporary or
emergency purposes or to meet redemption requests, in an amount not exceeding
5% of the value of its total assets at the time the borrowing is made.

In addition, the Fund has adopted an investment policy, which is not desig-
nated a "fundamental policy" within the meaning of the Act, of intending to
have each Portfolio comply at all times with the diversification requirements
prescribed in Section 817(h) of the Internal Revenue Code or any successor
thereto and the applicable Treasury Regulations thereunder. This policy may be
changed upon notice to shareholders of the Fund, but without their approval.

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

DIRECTORS

John D. Carifa, Chairman of the Board and President, is President and Chief
Operating Officer, the Chief Financial Officer and a Director of Alliance Cap-
ital Management Corporation ("ACMC"), the sole general partner of the Adviser,
with which he has been associated since prior to 1992.

Ruth Block is a Director of Ecolab Incorporated (specialty chemicals) and
Amoco Corporation (oil and gas). She was formerly an Executive Vice President
and the Chief Insurance Officer of The Equitable Life Assurance Society of the
United States since prior to 1992.

David H. Dievler was formerly President of the Fund, and a Senior Vice Presi-
dent of ACMC, with which he had been associated since prior to 1992. He is
currently an independent consultant.

John H. Dobkin is President of Historic Hudson Valley (historic preservation)
since prior to 1992. Previously, he was Director of the National Academy of
Design. From 1987 to 1992, he was a Director of ACMC.

William H. Foulk, Jr. is an investment adviser and an independent consultant.
He was formerly a Senior Manager of Barrett Associates, Inc., a registered in-
vestment adviser, with which he had been associated since prior to 1992.

Dr. James M. Hester is President of the Harry Frank Guggenheim Foundation and
a

102
<PAGE>

Director of Union Carbide Corporation since prior to 1992. He was formerly
President of New York University, The New York Botanical Garden and Rector of
the United Nations University.

Clifford L. Michel is a member of the law firm of Cahill Gordon & Reindel,
with which he has been associated since prior to 1992. He is president and
Chief Executive Officer of Wenonah Development Company (investments) and a Di-
rector of Placer Dome, Inc. (mining).

Donald J. Robinson was formerly a partner at Orrick, Herrington & Sutcliffe
and is currently Senior Counsel to that firm. He was also a Trustee of the Mu-
seum of the City of New York from 1977-1995.

ADVISER

Alliance Capital Management L.P. (the "Adviser"), a Delaware limited partner-
ship with principal offices at 1345 Avenue of the Americas, New York, New York
10105 has been retained under an investment advisory agreement (the "Invest-
ment Advisory Agreement") to provide investment advice and, in general, to
conduct the management and investment program of each of the Fund's Portfolios
subject to the general supervision and control of the Board of Directors of
the Fund. The employee of the Adviser principally responsible for the Money
Market Portfolio's investment program since its inception is Pamela F. Rich-
ardson, who is a Vice President of ACMC. Ms. Richardson has been associated
with ACMC since prior to 1992. The employee of the Adviser principally respon-
sible for the Premier Growth Portfolio's investment program since its incep-
tion is Alfred Harrison, who is Vice Chairman of ACMC, with which he has been
associated since prior to 1992. The employee of the Adviser principally re-
sponsible for the Growth and Income Portfolio's investment program since its
inception is Paul Rissman, who is a Vice President of ACMC with which he has
been associated since prior to 1992. The employee of the Adviser principally
responsible for the U.S. Government/High Grade Securities Portfolio's invest-
ment program since its inception is Paul J. DeNoon, who is a Vice President of
ACMC, with which he has been associated since prior to 1992. Prior to that,
Mr. DeNoon was Vice President of Manufacturers Hanover Trust since prior to
1992. The employee of the Adviser principally responsible for the Total Return
Portfolio's investment program since 1996 is Paul Rissman, who is a Vice Pres-
ident of ACMC, with which he has been associated since prior to 1992. The em-
ployee of the Adviser principally responsible for the International Portfo-
lio's investment program since 1996 is Steven Beinhacker, a Vice President of
ACMC with which he has been associated since prior to 1992. The employee of
the Adviser principally responsible for the Short-Term Multi-Market Portfo-
lio's investment program since its inception is Douglas J. Peebles, who is a
Vice President of ACMC, with which he has been associated since prior to 1992.
The person principally responsible for the investment program of the Global
Bond Portfolio since its inception is Ian Coulman, an Investment Manager of
the Sub-Adviser. The employee of the Adviser principally responsible for the
investment program since inception of the North American Government Income
Portfolio and the Global Dollar Government Portfolio is Wayne D. Lyski, an Ex-
ecutive Vice President of ACMC, with

103
<PAGE>

which he has been associated since prior to 1992. The employee of the Adviser
principally responsible for the investment program of the Utility Income Port-
folio since 1996 is Paul Rissman, who is a Vice President of ACMC with which
he has been associated since prior to 1992. The employee of the Adviser prin-
cipally responsible for the investment program since February 1996 of the Con-
servative Investors Portfolio and Growth Investors Portfolio is Robert G.
Heisterberg, who is Senior Vice President of the Adviser, with which he has
been associated since prior to 1992. The employee of the Adviser principally
responsible for the investment program since inception of the Growth Portfolio
is Tyler J. Smith, who is a Senior Vice President of the Adviser. Prior to
joining the Adviser in July 1993, Mr. Smith was employed by Equitable Capital
or its affiliates since prior to 1992. The employee of the Adviser principally
responsible for the investment program since inception of the Worldwide
Privatization Portfolio is Mark H. Breedon, a Vice President of the Adviser
and a Director and Vice President of Alliance Capital Limited, an indirect
wholly-owned subsidiary of the Adviser, with which he has been associated
since prior to 1992. The employees of the Adviser principally responsible for
the investment program since inception of the Technology Portfolio are Peter
Anastos and Gerald T. Malone. Mr. Anastos has been associated with the Adviser
since prior to 1992 and Mr. Malone has been associated with the Adviser since
1992. Prior thereto, Mr. Malone was associated with College Retirement Equi-
ties Fund since prior to 1992. The employees of the Adviser principally re-
sponsible for the Quasar Portfolio's investment program since its inception
are Alden M. Stewart and Randall E. Haase. Mr. Stewart and Mr. Haase have each
been associated with the Adviser since 1992.* The employee of the Adviser
principally responsible for the Real Estate Investment Portfolio's investment
program since its inception is Daniel G. Pine. Mr. Pine, who is a Senior Vice
President and Research Analyst of ACMC, with which he has been associated
since May of 1996. Prior thereto, Mr. Pine was Senior Vice President of Desai
Capital Management since prior to 1992.

The Adviser has retained under a subadvisory agreement a sub-adviser, AIGAM
International Limited (the "Sub-Adviser"), an indirect, majority owned subsid-
iary of American International Group, Inc., a major international financial
service company to provide research and management services to the Global Bond
Portfolio. In 1994, the Sub-Adviser changed its name from Dempsey & Company
International Limited, which was founded in 1988.

The Sub-Adviser is an asset management firm specializing in global fixed-in-
come money management. The Sub-Adviser manages a range of institutional spe-
cialty funds, investment companies, and dedicated institutional portfolios.

In providing advisory services to the Real Estate Investment Portfolio and
other clients investing in real estate securities, the Adviser has access to
the research services of Koll Investment Management, the Investment Management
Division of Koll, which acts as a consultant to the Adviser with respect to
the real estate market. As a consultant, Koll provides to the Adviser, at the
Adviser's expense, such in-depth information regarding the real-estate market,
the

104
<PAGE>

factors influencing regional valuations and analysis of recent transactions in
office, retail, industrial and multi-family properties as the Adviser shall
from time to time request. Koll will not furnish investment advice or make rec-
ommendations regarding the purchase or sale of securities by the Portfolio nor
will it be responsible for making investment decisions involving Portfolio
assets.

Koll is one of the largest fee-based property management firms in the United
States as well as one of the largest publishers of real estate research, with
approximately 2,600 employees nationwide. Koll will provide the Adviser with
exclusive access to its REIT . Score model which ranks approximately 115 REITs
based on the relative attractiveness of the property markets in which they own
real estate. This model scores the approximately 9,000 individual properties
owned by these companies. REIT . Score is in turn based on Koll's National Real
Estate Index which gathers, analyzes and publishes targeted research data for
the 65 largest U.S. real estate markets based on a variety of public- and pri-
vate-sector sources as well as Koll's proprietary database of 45,000 commercial
property transactions representing over $250 billion of investment property and
over 2,000 tracked properties which report rent and expense data quarterly.
Koll has previously provided access to its REIT . Score model results primarily
to the institutional market through subscriptions. The model is no longer pro-
vided to any research publications, and the Portfolio and another mutual fund
managed by the Adviser are currently the only mutual funds available to retail
investors that have access to Koll's REIT . Score model.

The Adviser is a leading international investment manager supervising client
accounts with assets as of December 31, 1996 totaling more than $182 billion
(of which approximately $63 billion represented the assets of investment compa-
nies). The Adviser's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies, foundations
and endowment funds. The 52 registered investment companies managed by the Ad-
viser comprising 110 separate investment portfolios currently have over two
million shareholders. As of December 31, 1996, the Adviser was retained as an
investment manager by 34 of the Fortune 100 companies.

ACMC, the sole general partner of, and the owner of a 1% general partnership
interest in, the Adviser, is an indirect wholly-owned subsidiary of The Equita-
ble Life Assurance Society of the United States ("Equitable"), one of the larg-
est life insurance companies in the United States and a wholly owned subsidiary
of the Equitable Companies Incorporated, a holding company which is controlled
by AXA, a French insurance holding company. Certain information concerning the
ownership and control of Equitable by AXA is set forth in the Statement of Ad-
ditional Information under "Management of the Fund."

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<PAGE>

ties and provide persons satisfactory to the Fund's Board of Directors to
serve as the Fund's officers. Each of the Portfolios pays the Adviser at the
following annual percentage rate of its average daily net asset value:

<TABLE>
<S> <C>
Money Market Portfolio .500%
Premier Growth Portfolio 1.000%
Growth and Income Portfolio .625%
U.S. Government/High
Grade Securities Portfolio .600%
Total Return Portfolio .625%
International Portfolio 1.000%
Short-Term Multi-Market
Portfolio .550%
Global Bond Portfolio .650%
North American Government
Income Portfolio .650%
Utility Income Portfolio .750%
Global Dollar Government
Portfolio .750%
Conservative Investors
Portfolio .750%
Growth Investors Portfolio .750%
Growth Portfolio .750%
Worldwide Privatization
Portfolio 1.000%
Technology Portfolio 1.000%
Quasar Portfolio 1.000%
Real Estate Investment
Portfolio .900%
</TABLE>

The fees are accrued daily and paid monthly. For the year ended December 31,
1996, the Adviser received no net advisory fees from the Short Term Multi-Mar-
ket Portfolio, the Global Dollar Government Portfolio, the Growth Investors
Portfolio, the Quasar Portfolio and the Real Estate Investment Portfolio. For
the year ended December 31, 1996 the Adviser received an advisory fee from
each of the Premier Growth Portfolio, the Global Bond Portfolio, the Growth &
Income Portfolio, the U.S. Government/High Grade Securities Portfolio, the To-
tal Return Portfolio, the International Portfolio, the Money Market Portfolio,
the North American Government Income Portfolio, the Utility Income Portfolio,
the Growth Portfolio, the Worldwide Privatization Portfolio, the Conservative
Investors Portfolio and the Technology Portfolio so that each such Portfolio
paid an advisory fee equal to .72%, .44%, .63%, .54%, .46%, .04%, .50%, .19%,
.19%, .74%, .10%, .30% and .33% of each such Portfolio's average net assets,
respectively.

For the year ended December 31, 1996, for its services as Sub-Adviser to the
Global Bond Portfolio, the Sub-Adviser received from the Adviser a monthly fee
at the annual rate of .40% of that Portfolio's average daily net asset value.

EXPENSES OF THE FUND

In addition to the payments to the Adviser under the Investment Advisory
Agreement described above, the Fund pays certain other costs including (a)
custody, transfer and dividend disbursing expenses, (b) fees of Directors who
are not affiliated with the Adviser, (c) legal and auditing expenses, (d)
clerical, accounting and other office costs, (e) costs of printing the Fund's
prospectuses and shareholder reports, (f) cost of maintaining the Fund's ex-
istence, (g) interest charges, taxes, brokerage fees and commissions, (h)
costs of stationery and supplies, (i) expenses and fees related to registra-
tion and filing with the Commission and with state regulatory authorities, and
(j) cost of certain personnel of the Adviser or its affiliates rendering cler-
ical, accounting and other services to the Fund.

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<PAGE>

As to the obtaining of clerical and accounting services not required to be
provided to the Fund by the Adviser under the Investment Advisory Agreement,
the Fund may employ its own personnel. For such services, it may also utilize
personnel employed by the Adviser or by its affiliates; in such event, the
services are provided to the Fund at cost and the payments specifically ap-
proved in advance by the Fund's Board of Directors.

For the year ended December 31, 1996, the ordinary operating expenses of the
Growth and Income Portfolio were .82%, the Short-Term Multi-Market Portfolio
were .95%, the Global Bond Portfolio were .94%, the Money Market Portfolio
were .69%, the Premier Growth Portfolio were .95%, the U.S. Government/High
Grade Portfolio were .92%, the Total Return Portfolio were .95%, the Interna-
tional Portfolio were .95%, the North American Government Income Portfolio
were .95%, the Global Dollar Government Portfolio were .95%, the Utility In-
come Portfolio were .95%, the Conservative Investors Portfolio were .95%, the
Growth Portfolio were .93%, the Growth Investors Portfolio were .95%, the
Worldwide Privatization Portfolio were .95%, the Technology Portfolio were
.95% and the Quasar Portfolio were .95% of each such Portfolio's average net
assets, all net of voluntary expense reimbursements.

- --------------------------------------------------------------------------------
PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE OF SHARES

Shares of each Portfolio of the Fund are offered on a continuous basis di-
rectly by the Fund and by Alliance Fund Distributors, Inc., the Fund's Princi-
pal Underwriter, to the separate accounts of certain life insurance companies
without any sales or other charge, at each Portfolio's net asset value, as de-
scribed below. The separate accounts of insurance companies place orders to
purchase shares of each Portfolio based on, among other things, the amount of
premium payments to be invested and surrender and transfer requests to be ef-
fected on that day pursuant to variable annuity contracts and variable life
insurance policies which are funded by shares of the Portfolios. The Fund re-
serves the right to suspend the sale of the Fund's shares in response to con-
ditions in the securities markets or for other reasons. Individuals may not
place orders directly with the Fund. See the Prospectus of the separate ac-
count of the participating insurance company for more information on the pur-
chase of Portfolio shares.

107
<PAGE>

Fund business day is any weekday exclusive of days on which the Exchange is
closed (most national holidays and Good Friday). For purposes of this computa-
tion, the securities in each Portfolio are valued at their current market
value (in the case of the Money Market Portfolio, amortized cost value is
used) determined on the basis of market quotations or, if such quotations are
not readily available, such other methods as the Directors believe would accu-
rately reflect fair market value. Portfolio securities may also be valued on
the basis of prices provided by a pricing service when such prices are be-
lieved by the Adviser to reflect the fair market value of such securities. In
the case of the Money Market Portfolio, per share net asset value is expected
to be constant at $1.00 per share, although this price is not guaranteed.

REDEMPTION OF SHARES

An insurance company separate account may redeem all or any portion of the
shares of any Portfolio in its account at any time at the net asset value per
share of that Portfolio next determined after a redemption request in proper
form is furnished to the Fund or the Principal Underwriter. Any certificates
representing shares being redeemed must be submitted with the redemption re-
quest. Shares redeemed are entitled to earn dividends, if any, up to and in-
cluding the day redemption is effected. There is no redemption charge. Payment
of the redemption price will normally be made within seven days after receipt
of such tender for redemption.

The right of redemption may be suspended or the date of payment may be post-
poned for any period during which the Exchange is closed (other than customary
weekend and holiday closings) or during which the Commission determines that
trading thereon is restricted, or for any period during which an emergency (as
determined by the Commission) exists as a result of which disposal by the Fund
of securities owned by a Portfolio is not reasonably practicable or as a re-
sult of which it is not reasonably practicable for the Fund fairly to deter-
mine the value of a Portfolio's net assets, or for such other periods as the
Commission may by order permit for the protection of security holders of the
Fund. For information regarding how to redeem shares in the Fund please see
your insurance company separate account prospectus.

- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

The Money Market Portfolio declares income dividends each business day at 4:00
p.m. Eastern time and such dividends are paid monthly via automatic investment
in additional full and fractional shares in each shareholders' account. As
such additional shares are entitled to dividends, a compounding growth of in-
come occurs. Net income consists of all accrued interest income on Portfolio
assets less the Portfolio's expenses (including accrued expenses and fees pay-
able to the Adviser) applicable to that dividend period. Realized gains and
losses are reflected in net asset value and are not included in net income.

Each of the other Portfolios will declare and distribute dividends from net
investment income and will distribute its net capital gains, if any, at least
annually. Such income

108
<PAGE>

and capital gains distributions will be made in shares of such Portfolios.

The Fund will distribute the return of capital it receives from the REITs in
which the Fund invests. The REITs pay distributions based on cash flow, without
regard to depreciation and amortization. As a result, a portion of the distri-
butions paid to the Fund and subsequently distributed to shareholders is a re-
turn of capital. The final determination of the amount of the Fund's return of
capital distributions for the period will be made after the end of each calen-
dar year.

Each Portfolio of the Fund qualified and intends to continue to qualify to be
taxed as a regulated investment company under Subchapter M of the Internal Rev-
enue Code (the "Code"). If so qualified, each Portfolio will not be subject to
Federal income or excise taxes on its investment company taxable income and net
capital gains to the extent such investment company taxable income and net cap-
ital gains are distributed to the separate accounts of insurance companies
which hold its shares. Under current tax law, capital gains or dividends from
any Portfolio are not currently taxable when left to accumulate within a vari-
able annuity (other than an annuity interest owned by a person who is not a
natural person) or variable life insurance contract. Distributions of net in-
vestment income and net short-term capital gain will be treated as ordinary in-
come and distributions of net long-term capital gain will be treated as long-
term capital gain in the hands of the insurance companies.

Section 817(h) of the Code requires that the investments of a segregated asset
ac-count of an insurance company be "adequately diversified," in accordance
with Treasury Regulations promulgated thereunder, in order for the holders of
the variable annuity contracts or variable life insurance policies underlying
the account to receive the tax-deferred or tax-free treatment generally af-
forded holders of annuities or life insurance policies under the Code. The De-
partment of the Treasury has issued Regulations under section 817(h) which,
among other things, provide the manner in which a segregated asset account will
treat investments in a regulated investment company for purposes of the appli-
cable diversification requirements. Under the Regulations, if a regulated in-
vestment company satisfies certain conditions, a segregated asset account own-
ing shares of the regulated investment company will not be treated as a single
investment for these purposes, but rather the account will be treated as owning
its proportionate share of each of the assets of the regulated investment com-
pany. Each Portfolio plans to satisfy these conditions at all times so that the
shares of each Portfolio owned by a segregated asset account of a life insur-
ance company will be subject to this treatment under the Code.

For information concerning federal income tax consequences for the holders of
variable annuity contracts and variable rate insurance policies, such holders
should consult the prospectus used in connection with the issuance of their
particular contracts or policies.

109
<PAGE>

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Directors of the Fund, the
Adviser is responsible for the investment decisions and the placing of the or-
ders for portfolio transactions for the Fund. Portfolio transactions for the
Money Market Portfolio, the U.S. Government/High Grade Securities Portfolio,
the Short-Term Multi-Market Portfolio, the Global Bond Portfolio, the North
American Government Income Portfolio, the Utility Income Portfolio and the
Global Dollar Government Portfolio occur primarily with issuers, underwriters
or major dealers acting as principals, while transactions for the Premier
Growth Portfolio, the Growth and Income Portfolio, the International Portfolio,
the Growth Portfolio, the Worldwide Privatization Portfolio, the Technology
Portfolio and the Quasar Portfolio are normally effected by brokers, and trans-
actions for the Conservative Investors, the Growth Investors, Total Return
Portfolio and the Real Estate Investment Portfolio are normally effected
through any one or more of the foregoing entities.

The Fund has no obligation to enter into transactions in portfolio securities
with any broker, dealer, issuer, underwriter or other entity. In placing or-
ders, it is the policy of the Fund to obtain the best price and execution for
its transactions. Consistent with the objective of obtaining best execution,
the Fund may use brokers and dealers who provide research, statistical and
other information to the Adviser.

There may be occasions where the transaction cost charged by a broker may be
greater than that which another broker may charge if the Fund determines in
good faith that the amount of such transaction cost is reasonable in relation
to the value of the brokerage and research and statistical services provided by
the executing broker. Consistent with the Rules of Fair Practice of the Na-
tional Association of Securities Dealers, Inc., and subject to seeking best
price and execution, the Fund may consider sales of shares of the Fund as a
factor in the selection of brokers and dealers to enter into portfolio transac-
tions with the Fund.

The Fund may from time to time place orders for the purchase or sale of securi-
ties on an agency basis with Donaldson, Lufkin & Jenrette Securities Corpora-
tion, an affiliate of the Adviser, and with brokers which may have their trans-
actions cleared or settled, or both, by the Pershing Division of Donaldson,
Lufkin and Jenrette Securities Corporation, for which Donaldson, Lufkin and
Jenrette Securities Corporation may receive a portion of the brokerage commis-
sion. In such instances, the placement of orders with such brokers would be
consistent with the Fund's objective of obtaining best execution and would not
be dependent upon the fact that Donaldson, Lufkin & Jenrette Securities Corpo-
ration is an affiliate of the Adviser.

ORGANIZATION

The Fund is a Maryland corporation organized on November 17, 1987. The autho-
rized capital stock of the Fund consists solely of 10,000,000,000 shares of
Common Stock having a par value of $.001 per share,

110
<PAGE>

which may, without shareholder approval, be divided into an unlimited number
of series. Such shares are currently divided into 19 series, one underlying
each Portfolio. Shares of each Portfolio are normally entitled to one vote for
all purposes. Generally, shares of all Portfolios vote as a single series on
matters, such as the election of Directors, that affect all Portfolios in sub-
stantially the same manner. Maryland law does not require a registered
investment company to hold annual meetings of shareholders and it is antici-
pated that shareholder meetings will be held only when specifically required
by federal or state law. Shareholders have available certain procedures for
the removal of Directors. Shares of each Portfolio are freely transferable,
are entitled to dividends as determined by the Board of Directors and, in liq-
uidation of the Fund, are entitled to receive the net assets of that Portfo-
lio. Shareholders have no preference, pre-emptive or conversion rights. In ac-
cordance with current law, it is anticipated that an insurance company issuing
a variable annuity contract or variable life insurance policy that partici-
pates in the Fund will request voting instructions from contract or policy-
holders and will vote shares in the separate account in accordance with the
voting instructions received.

PRINCIPAL UNDERWRITER

Alliance Fund Distributors, Inc., 1345 Avenue of the Americas, New York, New
York 10105, an indirect wholly-owned subsidiary of the Adviser, is the Princi-
pal Underwriter of shares of the Fund.

CUSTODIAN

State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachu-
setts 02110, acts as Custodian for the securities and cash of the Fund and as
its dividend disbursing agent, but plays no part in deciding on the purchase
or sale of portfolio securities.

REGISTRAR AND DIVIDEND-DISBURSING AGENT

Alliance Fund Services, Inc., an indirect wholly-owned subsidiary of the Ad-
viser, located at 500 Plaza Drive, Secaucus, New Jersey, 07094, acts as the
Fund's registrar and dividend-disbursing agent.

PERFORMANCE INFORMATION

From time to time the Fund advertises its "total return." The Fund's "total
return" is its average annual compounded total return for its most recently
completed one, five, and ten-year periods (or the period since the Fund's in-
ception). The Fund's total return for such a period is computed by finding,
through the use of a formula prescribed by the Commission, the average annual
compounded rate of return over the period that would equate an assumed initial
amount invested to the value of such investment at the end of the period. For
purposes of computing total return, income dividends and capital gains distri-
butions paid on shares of the Fund are assumed to have been reinvested when
paid and the maximum sales charge applicable to purchases of Fund shares is
assumed to have been paid.

The Fund's total return is not fixed and will fluctuate in response to pre-
vailing market conditions or as a function of the type and quality of the se-
curities in the Fund's portfolio and the Fund's expenses. Total return infor-
mation is useful in reviewing the Fund's performance but such information may
not

111
<PAGE>

provide a basis for comparison with bank deposits or other investments which
pay a fixed yield for a stated period of time. An investor's principal in-
vested in the Fund is not fixed and will fluctuate in response to prevailing
market conditions.

Advertisements quoting performance rankings of the Fund as measured by finan-
cial publications or by independent organizations such as Lipper Analytical
Services, Inc. and Morningstar, Inc., and advertisements presenting the his-
torical record of payments of income dividends by the Fund may also from time
to time be sent to investors or placed in newspapers, magazines such as the
Wall Street Journal, The New York Times, Barrons, Investor's Daily, Money Mag-
azine, Changing Times, Business Week and Forbes or other media on behalf of
the Fund.

ADDITIONAL INFORMATION

Any shareholder inquiries may be directed to Alliance Fund Services, Inc. at
the address or telephone number shown on the front cover of this Prospectus.
This Prospectus and the Statement of Additional Information which has been in-
corporated by reference herein, does not contain all the information set forth
in the Registration Statement filed by the Fund with the Commission under the
Securities Act of 1933, as amended. Copies of the Registration Statement may
be obtained at a reasonable charge from the Commission or may be examined,
without charge, at the offices of the Commission in Washington, D.C.

This Prospectus does not constitute an offering in any state in which such of-
fering may not lawfully be made.

112
<PAGE>

APPENDIX A

BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

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 stan-
dards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protec-
tive elements may be of greater amplitude or there may be other elements pres-
ent which make the long-term risks appear somewhat larger than the Aaa securi-
ties.

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 some time 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 payment
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA: Bonds 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 both good and bad times over the future. Uncertainty of position charac-
terizes 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 shortcom-
ings.

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.

A-1
<PAGE>

ABSENCE OF RATING: When no rating has been assigned or where a rating has
been suspended or withdrawn, it may be for reasons unrelated to the quality of
the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that are
not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published
in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The modi-
fier 1 indicates that the security ranks in the higher end of its generic rat-
ing 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.

STANDARD & POOR'S CORPORATION

AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay prin-
cipal and differs from the highest rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal al-
though 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 inter-
est and repay principal. Whereas it normally exhibits adequate protection pa-
rameters, 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 pre-
dominantly speculative characteristics with respect to capacity to pay interest
and repay principal. BB indicates the least degree of speculation and CCC the
highest. While such debt will likely

A-2
<PAGE>

have some quality and protective characteristics, these are outweighed by
large uncertainties or major exposures to adverse conditions.

C1: The rating C1 is reserved for income bonds on which no interest is being
paid.

D: Debt rated D is in payment default. The D rating category is used 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. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are jeopar-
dized.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the ad-
dition of a plus or minus sign to show relative standing within the major rat-
ing categories.

NR: Not rated.

DUFF & PHELPS CREDIT RATING CO.

AAA: Highest credit quality. Risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA-: High credit quality. Protection factors are strong. Risk is
modest, but may vary slightly from time to time because of economic condi-
tions.

A+, A, A-: Protection factors are average but adequate. However, risk fac-
tors are more variable and greater in periods of economic stress.

BBB+, BBB, BBB-: Below average protection factors but still considered suf-
ficient for prudent investment. Considerable variability in risk during eco-
nomic cycles.

BB+, BB, BB-: Below investment grade but deemed likely to meet obligations
when due. Present or prospective financial protection factors fluctuate ac-
cording to industry conditions or company fortunes. Overall quality may move
up or down frequently within this category.

B+, B, B-: Below investment grade and possessing risk that obligations will
not be met when due. Financial protection factors will fluctuate widely ac-
cording to economic cycles, industry conditions and/or company fortunes. Po-
tential exists for frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC: Well below investment grade securities. Considerable uncertainty exists
as to timely payment of principal or interest. Protection factors are narrow
and risk can be substantial with unfavorable economic/industry conditions,
and/or with unfavorable company developments.

DD: Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

A-3
<PAGE>

FITCH INVESTORS SERVICE, INC.

AAA: Bonds considered to be investment grade and of the highest credit qual-
ity. The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong, al-
though not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future de-
velopments, short-term debt of these issuers is generally rated F- 1+.

A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is consid-
ered to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will
fall below investment grade is higher than for bonds with higher ratings.

BB: Bonds are considered speculative. The obligor's ability to pay interest
and repay principal may be affected over time by adverse economic changes.
However, business and financial alternatives can be identified which could as-
sist the obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity through-
out the life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not remedied,
may lead to default.

The ability to meet obligations requires an advantageous business and eco-
nomic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, D: Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their ul-
timate recovery value

A-4
<PAGE>

in liquidation or reorganization of the obligor. DDD represents the highest po-
tential for recovery on these bonds, and D represents the lowest potential for
recovery.

PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to in-
dicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA, DDD, DD or D categories.

NR: Indicates that Fitch does not rate the specific issue.

A-5

<PAGE>

This is filed pursuant to Rule 497(e).
File Nos. 33-18647 and 811-05398

<PAGE>

[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC.

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

The Fund has no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee. Shareholder transaction expenses
shown are net of expense reimbursement.

<TABLE>
<CAPTION>
SHORT-
GROWTH TERM
AND MULTI-
INCOME MARKET
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
ANNUAL PORTFOLIO OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees......................................... .63% 0%
Other Expenses.......................................... .19% .95%
--- ---
Total Portfolio Operating Expenses...................... .82% .95%
=== ===
</TABLE>

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period).

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth and Income Portfolio..................... $ 8 $25 $46 $101
Short-Term Multi-Market Portfolio............... $10 $30 $53 $117
</TABLE>

The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
and indirectly. Expense Information for the Growth and Income Portfolio and
Short-Term Multi-Market Portfolio have been restated to reflect current fees.
The expenses listed in the table for the Growth and Income Portfolio and Short-
Term Multi-Market Portfolio are net of voluntary expense reimbursements, which
are not required to be continued indefinitely; however, the Adviser intends to
continue such reimbursements for the foreseeable future. The expenses of the
following Portfolios, before expense reimbursements, would be: Growth and In-
come Portfolio: Management Fees -- .63%, Other Expenses -- .19% and Total Port-
folio Operating Expenses --.82%; Short-Term Multi-Market Portfolio: Management
Fees -- .55%, Other Expenses --1.54% and Total Portfolio Operating Expenses --
2.09%. The example should not be considered representative of future expenses;
actual expenses may be greater or less than those shown.

2
<PAGE>

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

The following information as to net asset value, ratios and certain supple-
mental data for each of the periods shown below has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose unqualified report thereon
(referring to Financial Highlights) appears in the Statement of Additional In-
formation. The following information should be read in conjunction with the
financial statements and related notes included in the Statement of Additional
Information. Further information about the Fund's performance is contained in
the Fund's annual report, which is available without charge upon request.

<TABLE>
<CAPTION>
GROWTH AND INCOME PORTFOLIO
---------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1996 1995 1994 1993 1992
-------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $ 15.79 $ 11.85 $ 12.18 $ 10.99 $10.35
-------- ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income(b)............. .24(c) .27(c) .10(c) .01(c) .10(c)
Net realized and
unrealized gain (loss)
on investments........ 3.18 3.94 (.16) 1.27 .71
-------- ------- ------- ------- ------
Net increase (decrease)
in net asset value
from operations....... 3.42 4.21 (.06) 1.28 .81
-------- ------- ------- ------- ------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income....... (.25) (.13) (.10) (.06) (.17)
Distributions from net
realized gains........ (2.56) (.14) (.17) (.03) -0-
-------- ------- ------- ------- ------
Total dividends and
distributions......... (2.81) (.27) (.27) (.09) (.17)
-------- ------- ------- ------- ------
Net asset value, end of
period................ $ 16.40 $ 15.79 $ 11.85 $ 12.18 $10.99
======== ======= ======= ======= ======
TOTAL RETURN
Total investment return
based on net asset
value(d).............. 24.09% 35.76% (.35)% 11.69% 7.92%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
riod (000's omitted).. $126,729 $41,993 $41,702 $22,756 $7,803
Ratio to average net
assets of:
Expenses, net of waiv-
ers and reimburse-
ments................. .82% .79% .90% 1.18% .99%
Expenses, before waiv-
ers and reimburse-
ments................. .82% .79% .91% 1.28% 2.09%
Net investment income.. 1.58% 1.95% 1.71% 1.76% 2.42%
Portfolio turnover
rate.................. 87% 150% 95% 69% 49%
Average commission rate
paid(f)............... $.0602 -0- -0- -0- -0-
</TABLE>

<TABLE>
<CAPTION>
SHORT-TERM MULTI-MARKET PORTFOLIO
-------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1996 1995 1994 1993 1992
------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................ $10.58 $ 9.91 $ 11.07 $ 10.77 $ 10.68
------ ------ ------- ------- -------
INCOME FROM INVESTMENT OP-
ERATIONS
Net investment
income(b)............... .64(c) .82(c) .47(c) .28(c) .63(c)
Net realized and
unrealized gain (loss)
on investments and
foreign currency
transactions............ .33 (.15) (1.16) .43 (.54)
------ ------ ------- ------- -------
Net increase (decrease)
in net asset value from
operations.............. .97 .67 (.69) .71 .09
------ ------ ------- ------- -------
LESS: DIVIDENDS AND DIS-
TRIBUTIONS
Dividends from net in-
vestment income......... (.82) -0- (.46) (.41) -0-
Return of capital........ -0- -0- (.01) -0- -0-
------ ------ ------- ------- -------
Total dividends and dis-
tributions.............. (.82) -0- (.47) (.41) -0-
------ ------ ------- ------- -------
Net asset value, end of
period.................. $10.73 $10.58 $ 9.91 $ 11.07 $ 10.77
====== ====== ======= ======= =======
TOTAL RETURN
Total investment return
based on net asset
value(d)................ 9.57% 6.76% (6.51)% 6.62% .84%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted)......... $7,112 $3,152 $20,921 $23,560 $14,841
Ratio to average net as-
sets of:
Expenses, net of waivers
and reimbursements...... .95% .95% .94% 1.17% .99%
Expenses, before waivers
and reimbursements...... 2.09% 1.30% .99% 1.24% 1.66%
Net investment income.... 6.03% 8.22% 6.52% 6.39% 7.18%
Portfolio turnover rate.. 159% 379% 134% 210% 153%
</TABLE>
- -------
(a) Commencement of operations.
(b) Net of expenses reimbursed by the investment adviser.
(c) Based on average shares outstanding.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and re-
demption on the last day of the period. Total investment return calculated
for a period of less than one year is not annualized.
(e) Annualized.
(f) For fiscal years beginning on or after September 1, 1995, a fund is re-
quired to disclose its average commission rate per share for trades on
which commissions are charged.

3
<PAGE>

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DESCRIPTION OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

INTRODUCTION TO THE FUND

The Fund currently has 19 Portfolios, two of which are offered by this Pro-
spectus: the Growth and Income Portfolio and the Short-Term Multi-Market Port-
folio.

The Fund is intended to serve as the investment medium for variable annuity
contracts and variable life insurance policies to be offered by the separate
accounts of certain life insurance companies.

The investment objectives and policies of each Portfolio are set forth below.
There can be, of course, no assurance that any of the Portfolios will achieve
its respective investment objectives.

INVESTMENT OBJECTIVES AND POLICIES

GENERAL

Each Portfolio has different investment objectives which it pursues through
separate investment policies as described herein. The differences in objec-
tives and policies among the Portfolios determine the types of portfolio secu-
rities in which each Portfolio invests, and can be expected to affect the de-
gree of risk to which each Portfolio is subject and each Portfolio's yield or
return. Each Portfolio's investment objectives cannot be changed without ap-
proval by the holders of a majority of such Portfolio's outstanding voting se-
curities, as defined in the Investment Company Act of 1940, as amended (the
"Act"). The Fund may change each Portfolio's investment policies that are not

4
<PAGE>

designated "fundamental policies" within the meaning of the Act upon notice to
shareholders of the Portfolio, but without their approval. The types of port-
folio securities in which each Portfolio may invest are described in greater
detail below.

GROWTH AND INCOME PORTFOLIO

SHORT-TERM MULTI-MARKET PORTFOLIO

The investment objective of the Short-Term Multi-Market Portfolio is to seek
the highest level of current income, consistent with what the Adviser consid-
ers to be prudent investment risk, that is available from a portfolio of high-
quality debt securities having remaining maturities of not more than three
years. The Portfolio seeks high current yields by investing in a portfolio of
debt securities denominated in the U.S. Dollar and selected foreign curren-
cies. Accordingly, the Portfolio will seek investment opportunities in for-
eign, as well as domestic, securities markets. While the Portfolio normally
will maintain a substantial portion of its assets in debt securities denomi-
nated in foreign currencies, the Portfolio will invest at least 25% of its net
assets in U.S. Dollar-denominated securities. The Portfolio is designed for
the investor who seeks a higher yield than a money market fund or certificate
of deposit and less fluctuation in net asset value than a longer-term bond
fund.

In pursuing its investment objective, the Portfolio seeks to minimize credit
risk and fluctuations in net asset value by investing only in shorter-term
debt securities. Normally, a high proportion of the Portfolio's investments
consist of money market instruments. Alliance Capital Management L.P. (the
"Adviser") actively manages the Portfolio in accordance with a multi-market
investment strategy, allocating the Portfolio's investments among securities
denominated in the U.S. Dollar and the currencies of a number of foreign coun-
tries and, within each such country, among different types of debt securities.
The Adviser adjusts the Portfolio's exposure to each currency based on its
perception of the most favorable markets and issuers. In this regard, the per-
centage of assets invested in securities of a particular country or denomi-
nated in a particular currency will vary in accordance with the Adviser's as-
sessment of the relative yield and appreciation potential of such securities
and the relationship of a country's currency to the U.S. Dollar. Fundamental
economic strength, credit quality and interest rate trends are the principal
factors considered by the Adviser in determining whether to increase or de-
crease the emphasis placed upon a particular type of security or industry sec-
tor within the Portfolio's investment portfolio. The Portfolio will not invest
more than 25% of its net assets in debt securities denominated in a single
currency other than the U.S. Dollar.

5
<PAGE>

The Portfolio invests in debt securities denominated in the currencies of coun-
tries whose governments are considered stable by the Adviser. In addition to
the U.S. Dollar, such currencies include, among others, the Australian Dollar,
Austrian Schilling, British Pound Sterling, Canadian Dollar, Danish Krone,
Dutch Guilder, European Currency Unit ("ECU"), French Franc, German Mark, Irish
Pound, Italian Lira, Japanese Yen, New Zealand Dollar, Norwegian Krone, Spanish
Peseta, Swedish Krona and Swiss Franc. An issuer of debt securities purchased
by the Portfolio may be domiciled in a country other than the country in whose
currency the instrument is denominated.

The Portfolio seeks to minimize investment risk by limiting its portfolio in-
vestments to high-quality debt securities having remaining maturities of not
more than three years. Accordingly, the Portfolio's investments consist only
of: (i) debt securities issued or guaranteed by the U.S. government, its agen-
cies or instrumentalities; (ii) obligations issued or guaranteed by a foreign
government or any of its political subdivisions, authorities, agencies, or in-
strumentalities, or by supranational entities, all of which are rated AAA or AA
by Standard & Poor's Corporation ("S&P") or Aaa or Aa by Moody's Investors
Service, Inc. ("Moody's") ("High Quality Ratings") or, if unrated, determined
by the Adviser to be of equivalent quality; (iii) corporate debt securities
having at least one High Quality Rating or, if unrated, determined by the Ad-
viser to be of equivalent quality; (iv) certificates of deposit and bankers'
acceptances issued or guaranteed by, or time deposits maintained at, banks (in-
cluding foreign branches of U.S. banks or U.S. or foreign branches of foreign
banks) having total assets of more than $500 million and determined by the Ad-
viser to be of high quality; and (v) commercial paper rated A-1 by S&P, Prime-1
by Moody's, Fitch-1 by Fitch Investors Service, Inc., or Duff 1 by Duff &
Phelps Inc. or, if not rated, issued by U.S. or foreign companies having out-
standing debt securities rated AAA, AA or A by S&P, or Aaa, Aa or A by Moody's
and determined by the Adviser to be of high quality.

The Portfolio may invest in debt securities issued by supranational organiza-
tions such as: the International Bank for Reconstruction and Development (com-
monly referred to as the "World Bank"), which was chartered to finance develop-
ment projects in developing member countries; the European Union, which is a
fifteen-nation organization engaged in cooperative economic activities; the Eu-
ropean Coal and Steel Community, which is an economic cooperative whose members
are various European nations' steel and coal industries; and the Asian Develop-
ment Bank, which is an international development bank established to lend
funds, promote investment and provide technical assistance to member nations in
the Asian and Pacific regions.

6
<PAGE>

ECU-denominated obligations or the marketability of such securities. European
governments and supranationals, in particular, issue ECU-denominated
obligations.

The net asset value of the Portfolio's shares will change as the general lev-
els of interest rates fluctuate. When interest rates decline, the value of a
portfolio primarily invested in debt securities can be expected to rise. Con-
versely, when interest rates rise, the value of a portfolio primarily invested
in debt securities can be expected to decline. However, a shorter average ma-
turity is generally associated with a lower level of market value volatility
and, accordingly, it is expected that the net asset value of the Portfolio's
shares normally will fluctuate less than that of a long-term bond fund.

7
<PAGE>

these investment policies of the Portfolio, see "Other Investment Policies and
Techniques -- Hedging Techniques," below. For a description of certain risks
associated with investing in foreign securities, see "Other Investment Policies
and Techniques -- Foreign Securities," below.

OTHER INVESTMENT POLICIES AND TECHNIQUES

Except as otherwise noted below, the following description of other investment
policies is applicable to all of the Fund's Portfolios:

REPURCHASE AGREEMENTS

Each Portfolio may enter into agreements pertaining to U.S. Government Securi-
ties or with member banks of the Federal Reserve System or "primary dealers"
(as designated by the Federal Reserve Bank of New York) in such securities.

WRITING COVERED CALL OPTIONS

The Growth and Income Portfolio may write covered call options listed on one or
more national securities exchanges. A call option gives the purchaser of the
option, upon payment of a premium to the writer of the option, the right to
purchase from the writer of the option a specified number of shares of a speci-
fied security on or before a fixed date, at a predetermined price. This Portfo-
lio is permitted to write call options but may not do so unless the Portfolio
at all times during the option period owns the optioned securities, or securi-
ties convertible or carrying rights to acquire the optioned securities at no
additional cost. The Portfolio may not write covered call options in excess of
25% of the Portfolio's assets.

The Portfolio may terminate its obligation to the holder of an option written
by the Portfolio through a "closing purchase transaction." The Portfolio may
not, however, effect a closing purchase transaction with respect to such an op-
tion after it has been notified of the exercise of such option. The Portfolio
realizes a profit or loss from a closing purchase transaction if the cost of
the transaction is more or less than the premium received by the Portfolio from
writing the option. Although the writing of covered call options only on na-
tional securities exchanges increases the likelihood of the Portfolio being
able to make closing purchase

8
<PAGE>

transactions, there is no assurance that the Portfolio will be able to effect
closing purchase transactions at any particular time or at an acceptable
price. The writing of covered call options could result in increases in the
portfolio turnover of the Portfolio, especially during periods when market
prices of the underlying securities appreciate.

LOANS OF PORTFOLIO SECURITIES

Each Portfolio of the Fund may make secured loans of its portfolio securities
to brokers, dealers and financial institutions provided that cash, U.S. Gov-
ernment securities, other liquid high-quality debt securities or bank letters
of credit equal to at least 100% of the market value of the securities loaned
is deposited and maintained by the borrower with the Portfolio.

The risks in lending portfolio securities, as with other extensions of credit,
consist of possible loss of rights in the collateral should the borrower fail
financially. In determining whether to lend securities to a particular borrow-
er, the Adviser (subject to review by the Directors) will consider all rele-
vant facts and circumstances, including the creditworthiness of the borrower.
While securities are on loan, the borrower will pay the Portfolio any income
earned thereon and the Portfolio may invest any cash collateral in portfolio
securities, thereby earning additional income, or receive an agreed upon
amount of income from a borrower who has delivered equivalent collateral. Each
Portfolio will have the right to regain record ownership of loaned securities
to exercise beneficial rights such as voting rights, subscription rights and
rights to dividends, interest or other distributions. Each Portfolio may pay
reasonable finders', administrative and custodial fees in connection with a
loan. The Directors will monitor the lending of securities by each Portfolio.
No more than 30% of the value of the assets of the Growth and Income Portfolio
and 20% of the value of the assets of the Short-Term Multi-Market Portfolio
may be loaned at any time, nor will either Portfolio lend its portfolio secu-
rities to any officer, director, employee or affiliate of either the Fund or
the Adviser.

FOREIGN SECURITIES

For a description of the investment policies of the Short-Term Multi-Market
Portfolio, with respect to foreign securities, see above. The Growth and In-
come Portfolio may invest in listed and unlisted foreign securities without
limitation although the Growth and Income Portfolio intends to restrict its
investment in foreign securities to issues of high quality. The Portfolio may
convert U.S. Dollars into foreign currency, but only to effect securities
transactions on a foreign securities exchange and not to hold such currency as
an investment. The Portfolio may enter into forward foreign currency exchange
contracts in order to protect against uncertainty in the level of future for-
eign exchange rates.

To the extent that a Portfolio invests in foreign securities, consideration is
given to certain factors comprising both risk and opportunity. The values of
foreign securities investments are affected by changes in currency rates or
exchange control regulations, application of foreign tax laws, including with-
holding taxes, changes in governmental administration or economic, taxation or
monetary policy (in the United States and abroad) or changed circumstances in

9
<PAGE>

dealings between nations. Currency exchange rate movements will increase or
reduce the U.S. dollar value of the Portfolio's net assets and income attrib-
utable to foreign securities. Costs are incurred in connection with conver-
sions between various currencies held by a Portfolio. In addition, there may
be substantially less publicly available information about foreign issuers
than about domestic issuers, and foreign issuers may not be subject to ac-
counting, auditing and financial reporting standards and requirements compara-
ble to those of domestic issuers. Foreign issuers are subject to accounting,
auditing and financial standards and requirements that differ, in some cases
significantly, from those applicable to U.S. issuers. In particular, the as-
sets and profits appearing on the financial statements of a foreign issuer may
not reflect its financial position or results of operations in the way they
would be reflected had the financial statements been prepared in accordance
with U.S. generally accepted accounting principles. In addition, for an issuer
that keeps accounting records in local currency, inflation accounting rules in
some of the countries in which a Portfolio will invest require, for both tax
and accounting purposes, that certain assets and liabilities be restated on
the issuer's balance sheet in order to express items in terms of currency of
constant purchasing power. Inflation accounting may indirectly generate losses
or profits. Consequently, financial data may be materially affected by re-
statements for inflation and may not accurately reflect the real condition of
those issuers and securities markets. Securities of some foreign issuers are
less liquid and more volatile than securities of comparable domestic issuers,
and foreign brokerage commissions are generally higher than in the United
States. Foreign securities markets may also be less liquid, more volatile, and
less subject to governmental supervision than in the United States. Invest-
ments in foreign countries could be affected by other factors not present in
the United States, including expropriation, confiscatory taxation, lack of
uniform accounting and auditing standards and potential difficulties in en-
forcing contractual obligations and could be subject to extended settlement
periods.

HEDGING TECHNIQUES

The following hedging techniques are utilized by the Short-Term Multi-Market
Portfolio.

10
<PAGE>

advantageous to the Portfolio than a contract to sell the currency in which the
position being hedged is denominated. It is the Adviser's belief that cross-
hedges can therefore provide significant protection of net asset value in the
event of a general rise in the U.S. Dollar against foreign currencies. However,
a cross-hedge cannot protect against exchange rate risks perfectly, and if the
Adviser is incorrect in its judgment of future exchange rate relationships, the
Portfolio could be in a less advantageous position than if such a hedge had not
been established.

Indexed Debt Securities. The Portfolio may invest without limitation in debt
instruments that are indexed to certain specific foreign currency exchange
rates. The terms of such securities provide that their principal amount is ad-
justed upwards or downwards (but not below zero) at maturity to reflect changes
in the exchange rate between two currencies while the obligation is outstand-
ing. The Portfolio will purchase such debt instruments with the currency in
which they are denominated and, at maturity, will receive interest and princi-
pal payments thereon in that currency, but the amount of principal payable by
the issuer at maturity will change in proportion to the change (if any) in the
exchange rate between the two specified currencies between the date the instru-
ment is issued and the date the instrument matures. While such securities en-
tail the risk of loss of principal, the potential for realizing gains as a re-
sult of changes in foreign currency exchange rates enables the Portfolio to
hedge (or cross-hedge) against a decline in the U.S. Dollar value of invest-
ments denominated in foreign currencies while providing an attractive money
market rate of return. The Portfolio will purchase such debt instruments for
hedging purposes only, not for speculation. The staff of the Securities and Ex-
change Commission (the "Commission") is currently considering whether the Port-
folio's purchase of this type of security would result in the issuance of a
"senior security" within the meaning of the Act. The Portfolio believes that
such investments do not involve the creation of such a senior security, but
nevertheless the Portfolio has undertaken, pending the resolution of this issue
by the staff, to establish a segregated account with respect to its investments
in this type of security and to maintain in such account cash not available for
investment or U.S. Government Securities or other liquid high quality debt se-
curities having a value equal to the aggregate principal amount of outstanding
commercial paper of this type.

Futures Contracts and Options on Futures Contracts. The Portfolio may enter
into contracts for the purchase or sale for future delivery of fixed-income se-
curities or foreign currencies, or contracts based on financial indices includ-
ing any index of U.S. Government Securities, foreign government securities or
corporate debt securities and may purchase and write put and call options to
buy or sell futures contracts ("options on futures contracts"). A "sale" of a
futures contract means the acquisition of a contractual obligation by the Port-
folio to deliver the securities or foreign currencies called for by the con-
tract at a specified price on a specified date. A "purchase" of a futures con-
tract means the incurring of a contractual obligation to acquire the securities
or foreign currencies called for by the contract at a specified price on a
specified date. The

11
<PAGE>

specific securities delivered or taken, respectively, at settlement date,
would not be determined until at or near that date. The determination would be
in accordance with the rules of the exchange on which the futures contract
sale or purchase was effected.

Options on futures contracts to be written or purchased by the Portfolio will
be traded on U.S. or foreign exchanges or over-the-counter.

12
<PAGE>

Options on Foreign Currencies. The Portfolio may purchase and write put and
call options on foreign currencies for the purpose of protecting against de-
clines in the U.S. Dollar value of foreign currency-denominated portfolio secu-
rities and against increases in the U.S. Dollar cost of such securities to be
acquired. As in the case of other kinds of options, however, the writing of an
option on a foreign currency constitutes only a partial hedge, up to the amount
of the premium received, and the Portfolio could be required to purchase or
sell foreign currencies at disadvantageous exchange rates, thereby incurring
losses. The purchase of an option on a foreign currency may constitute an ef-
fective hedge against fluctuations in exchange rates although, in the event of
rate movements adverse to the Portfolio's position, it may forfeit the entire
amount of the premium plus related transaction costs. Options on foreign cur-
rencies to be written or purchased by the Portfolio are traded on U.S. and for-
eign exchanges or over-the-counter. There is no specific percentage limitation
on the Portfolio's investments in options or on foreign currencies. See the
Fund's Statement of Additional Information for further discussion of the use,
risks and costs of options on foreign currencies.

Forward Foreign Currency Exchange Contracts. The Portfolio may purchase or sell
forward foreign currency exchange contracts ("forward contracts") to attempt to
minimize the risk to the Portfolio from adverse changes in the relationship be-
tween the U.S. Dollar and foreign currencies. A forward contract is an obliga-
tion to purchase or sell a specific currency for an agreed price at a future
date which is individually negotiated and privately traded by currency traders
and their customers. Forward contracts reduce the potential gain from a posi-
tive change in the relationship between the U.S. Dollar and other currencies.
Unanticipated changes in currency prices may result in poorer overall perfor-
mance for the Portfolio than if it had not entered into such contracts. The
Fund's Custodian will place liquid assets in a segregated account having a
value equal to the aggregate amount of the Portfolio's commitments under for-
ward contracts entered into with respect to position hedges and cross-hedges.

13
<PAGE>

predetermined interest rate, to receive payments on a contractually-based
principal amount from the party selling such interest rate cap. The purchase
of an interest rate floor entitles the purchaser, to the extent that a speci-
fied index falls below a predetermined interest rate to receive payments on a
contractually-based principal amount from the party selling such interest rate
floor.

The Portfolio may enter into interest rate swaps, caps and floors on either an
asset-based or liability-based basis, depending on whether the Portfolio is
hedging its assets or its liabilities. The net amount of the excess, if any,
of the Portfolio's obligations over its entitlements with respect to each in-
terest rate swap will be accrued on a daily basis and an amount of liquid as-
sets having an aggregate net asset value at least equal to the accrued excess
will be maintained in a segregated account by the Fund's Custodian. If the
Portfolio enters into an interest rate swap on other than a net basis, the
Portfolio will maintain a segregated account with the Fund's Custodian in the
full amount accrued on a daily basis of the Portfolio's obligations with re-
spect to the swap. The Portfolio will not enter into any interest rate swap,
cap or floor transaction unless the unsecured senior debt or the claims-paying
ability of the other party thereto is rated in the highest rating category of
at least one nationally recognized statistical rating organization at the time
of entering into the transaction. The Adviser will monitor the creditworthi-
ness of counter parties to its interest rate swap, cap and floor transactions
on an ongoing basis. If there is a default by the other party to such a trans-
action, the Portfolio will have contractual remedies. The swap market has
grown substantially in recent years with a large number of banks and invest-
ment banking firms acting both as principals and agents utilizing standardized
swap documentation. The Adviser has determined that, as a result, the swap
market has become relatively liquid. Caps and floors are more recent innova-
tions for which standardized documentation has not yet been developed and, ac-
cordingly, they are less liquid than swaps. To the extent that the Portfolio
sells (i.e., writes) caps and floors, it will maintain in a segregated account
with the Fund's Custodian liquid assets having an aggregate net asset value at
least equal to the full amount, accrued on a daily basis, of the Portfolio's
obligations with respect to the caps or floors.

14
<PAGE>

The Portfolio's ability to dispose of its positions in futures contracts, op-
tions, interest rate transactions and forward contracts will depend on the
availability of liquid markets in such instruments. Markets in options and
futures with respect to a number of fixed-income securities and currencies are
relatively new and still developing. It is impossible to predict the amount of
trading interest that may exist in various types of futures contracts, options
and forward contracts. If a secondary market does not exist with respect to an
option purchased or written by the Portfolio over-the-counter, it might not be
possible to effect a closing transaction in the option (i.e., dispose of the
option) with the result that (i) an option purchased by the Portfolio would
have to be exercised in order for the Portfolio to realize any profit and (ii)
the Portfolio may not be able to sell currencies or portfolio securities cov-
ering an option written by the Portfolio until the option expires or it deliv-
ers the underlying futures contract or currency upon exercise. Therefore, no
assurance can be given that the Portfolio will be able to utilize these in-
struments effectively for the purposes set forth above. Furthermore, the Port-
folio's ability to engage in options and futures transactions may be limited
by tax considerations.

ILLIQUID SECURITIES

Subject to any more restrictive applicable investment policies, neither of the
Portfolios will maintain more than 15% of its net assets in illiquid securi-
ties. For purposes of each Portfolio's investment objectives and policies and
investment restrictions, illiquid securities include, among others, (a) direct
placements or other securities which are subject to legal or contractual re-
strictions on resale or for which there is no readily available market (e.g.,
trading in the security is suspended or, in the case of unlisted securities,
market makers do not exist or will not entertain bids or offers), (b) options
purchased by the Portfolio over-the-counter and the cover for options written
by the Portfolio over-the-counter, and (c) repurchase agreements not termina-
ble within seven days. Securities eligible for resale under Rule 144A under
the Securities Act of 1933, as amended, that have legal or contractual re-
strictions on resale but have a readily available market are not deemed illiq-
uid for purposes of this limitation. The Adviser will monitor the liquidity of
such securities under the supervision of the Board of Directors. See the
Statement of Additional Information for further discussion of illiquid
securities.

FIXED-INCOME SECURITIES

The value of the shares of each Portfolio that invests in fixed-income securi-
ties will fluctuate with the value of such investments. The value of each
Portfolio's investments will change as the general level of interest rates
fluctuates. During periods of falling interest rates, the values of a Portfo-
lio's securities generally rise. Conversely, during periods of rising interest
rates, the values of a Portfolio's securities generally decline.

In seeking to achieve a Portfolio's investment objective, there will be times,
such as during periods of rising interest rates, when depreciation and reali-
zation of capital losses on securities in a Portfolio's portfolio will be un-
avoidable. Moreover, medium- and lower-rated securities and non-rated securi-
ties of comparable quality may be subject to wider fluctuations in yield and
market

15
<PAGE>

values than higher-rated securities under certain market conditions. Such fluc-
tuations after a security is acquired do not affect the cash income received
from that security but are reflected in the net asset value of a Portfolio.

SECURITIES RATINGS

NON-DIVERSIFIED STATUS

The Short-Term Multi-Market Portfolio is "non-diversified", which means the
Portfolio is not limited in the proportion of its assets that may be invested
in the securities of a single issuer. However, because the Portfolio may invest
in a smaller number of individual issuers than a diversified portfolio, an in-
vestment in this Portfolio may, under certain circumstances, present greater
risk to an investor than an investment in a diversified portfolio. The Portfo-
lio intends to conduct its operations so as to qualify as a "regulated invest-
ment company" for purposes of the Internal Revenue Code. To so qualify, among
other requirements, the Portfolio will limit its investments so that, at the
close of each quarter of the taxable year, (i) not more than 25% of the market
value of the Portfolio's total assets will be invested in the securities of a
single issuer, and (ii) with respect to 50% of the market value of its total
assets, not more than 5% of the market value of its total assets will be in-
vested in the securities of a single issuer and the Portfolio will not own more
than 10% of the outstanding voting securities of a single issuer. The Portfo-
lio's investments in U.S. Government Securities are not subject to these
limitations.

DEFENSIVE POSITION

When business or financial conditions warrant the Growth and Income Portfolio
may assume a temporary defensive position and invest without limit in high
grade fixed income securities or hold its assets in cash equivalents, including
(i) short-term obligations of the U.S. Government and its agencies or instru-
mentalities, (ii) certificates of deposit, bankers' acceptances and interest-
bearing savings deposits of banks having total assets of more than $1 billion
and which are members of the Federal Deposit Insurance Corporation, and (iii)
commercial paper of prime quality rated A-1 or higher by S&P or Prime-1 or
higher by Moody's or, if not rated, issued by companies which have an outstand-
ing debt issue rated AA or higher by S&P or Aa or higher by Moody's.

PORTFOLIO TURNOVER

16
<PAGE>

Although the Fund cannot accurately predict its annual portfolio turnover
rate, the Adviser does not expect the annual portfolio turnover of the Growth
and Income Portfolio to exceed 100%. It is anticipated that the annual portfo-
lio turnover rate of the Growth and Income Portfolio may be in excess of 50%
but less than 100%. A 100% annual portfolio turnover rate would occur, for ex-
ample, if all of the stocks in a portfolio were replaced in a period of one
year. A 100% turnover rate is greater than that of most other investment com-
panies, including those which emphasize capital appreciation as a basic poli-
cy, and may result in correspondingly greater brokerage commissions being paid
by the Portfolio and a higher incidence of short-term capital gain taxable as
ordinary income. See "Dividends, Distributions and Taxes."

The Short-Term Multi-Market Portfolio may engage in active short-term trading
to benefit from yield disparities among different issues of securities, to
seek short-term profits during periods of fluctuating interest rates, or for
other reasons. Such trading will increase the Portfolio's rate of turnover and
the incidence of short-term capital gain taxable as ordinary income. Manage-
ment anticipates that the annual turnover in the Short-Term Multi-Market Port-
folio will not be in excess of 500%. An annual turnover rate of 500% occurs,
for example, when all of the securities in the portfolio are replaced five
times in a period of one year.

CERTAIN FUNDAMENTAL INVESTMENT POLICIES

Briefly, with respect to the Growth and Income Portfolio, these fundamental
investment policies provide that the Portfolio may not: (i) invest in securi-
ties of any one issuer (including repurchase agreements with any one entity)
other than securities issued or guaranteed by the United States Government, if
immediately after such purchases more than 5% of the value of its total assets
would be invested in such issuer, except that 25% of the value of the total
assets of the Portfolio may be invested without regard to such 5% limitation;
(ii) acquire more than 10% of any class of the outstanding securities of any
issuer (for this purpose, all preferred stock of an issuer shall be deemed a
single class, and all indebtedness of an issuer shall be deemed a single
class); (iii) invest more than 25% of the value of its total assets at the
time an investment is made in the securities of issuers conducting their prin-
cipal business activities in any one industry, except that there is no such
limitation with respect to U.S. Government securities or certificates of de-
posit, bankers'
17
<PAGE>

acceptances and interest-bearing deposits. For purposes of this investment re-
striction, the electric, gas, telephone and water business shall each be con-
sidered as a separate industry; (iv) borrow money, except that the Portfolio
may borrow money only for extraordinary or emergency purposes and then only in
amounts not exceeding 15% of its total assets at the time of borrowing;
(v) mortgage, pledge or hypothecate any of its assets, except as may be neces-
sary in connection with permissible borrowings described in paragraph (iv)
above (in an aggregate amount not to exceed 15% of total assets of the Portfo-
lio); (vi) invest in illiquid securities if immediately after such investment
more than 10% of the Portfolio's total assets (taken at market value) would be
invested in such securities; or (vii) invest more than 10% of the value of its
total assets in repurchase agreements not terminable within seven days.

With respect to the Short-Term Multi-Market Portfolio, these fundamental in-
vestment policies provide that the Portfolio may not: (i) invest 25% or more of
its total assets in securities of companies engaged principally in any one in-
dustry (other than the banking industry) except that this restriction does not
apply to U.S. Government Securities; (ii) borrow money except from banks for
temporary or emergency purposes, including the meeting of redemption requests
which might require the untimely disposition of securities; borrowing in the
aggregate may not exceed 15%, and borrowing for purposes other than meeting re-
demptions may not exceed 5% of the value of the Portfolio's total assets (in-
cluding the amount borrowed) less liabilities (not including the amount borrow-
ed) at the time the borrowing is made; securities will not be purchased while
borrowings in excess of 5% of the value of the Portfolio's total assets are
outstanding; (iii) pledge, hypothecate, mortgage or otherwise encumber its as-
sets, except to secure permitted borrowings; or (iv) invest in illiquid securi-
ties if immediately after such investment more than 10% of the Portfolio's to-
tal assets (taken at market value) would be invested in such securities.

In addition, the Fund has adopted an investment policy, which is not designated
a "fundamental policy" within the meaning of the Act, of intending to have each
Portfolio comply at all times with the diversification requirements prescribed
in Section 817(h) of the Internal Revenue Code or any successor thereto and the
applicable Treasury Regulations thereunder. This policy may be changed upon no-
tice to shareholders of the Fund, but without their approval.

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

DIRECTORS

John D. Carifa, Chairman of the Board and President, is President of Alliance
Capital Management Corporation ("ACMC"), the sole general partner of the Advis-
er, with which he has been associated since prior to 1992.

Ruth Block is a Director of Ecolab Incorporated (specialty chemicals) and Amoco
Corporation (oil and gas). She was formerly an Executive Vice President and the
Chief Insurance Officer of The Equitable Life Assurance Society of the United
States since prior to 1992.

18
<PAGE>

David H. Dievler was formerly President of the Fund, and a Senior Vice Presi-
dent of ACMC, with which he had been associated since prior to 1992. He is
currently an independent consultant.

Dr. James M. Hester is President of the Harry Frank Guggenheim Foundation and
a Director of Union Carbide Corporation since prior to 1992. He was formerly
President of New York University, The New York Botanical Garden and Rector of
the United Nations University.

Clifford L. Michel is a member of the law firm of Cahill Gordon & Reindel,
with which he has been associated since prior to 1992. He is President and
Chief Executive Officer of Wenonah Development Company (investments) and a Di-
rector of Placer Dome, Inc. (mining).

Donald J. Robinson was formerly a partner at Orrick, Herrington & Sutcliffe
and is currently Senior Counsel to that firm. He was also a Trustee of the Mu-
seum of the City of New York from 1977-1995.

ADVISER

The Adviser is a leading international investment manager supervising client
accounts with assets as of December 31, 1996 totaling more than $182 billion
(of which approximately $63 billion represented the assets of investment com-
panies). The Adviser's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies, foundations
and endowment funds. The 52 registered investment companies managed by the Ad-
viser comprising 110 separate investment portfolios currently have over two
million shareholders. As of December 31, 1996, the Adviser was retained as an
investment manager by 34 of the Fortune 100 companies.

ACMC, the sole general partner of, and the owner of a 1% general partnership
interest in, the Adviser, is an indirect wholly-owned subsidiary of The Equi-
table Life Assurance

19
<PAGE>

Society of the United States ("Equitable"), one of the largest life insurance
companies in the United States and a wholly owned subsidiary of the Equitable
Companies Incorporated, a holding company which is controlled by AXA, a French
insurance holding company. Certain information concerning the ownership and
control of Equitable by AXA is set forth in the Statement of Additional Infor-
mation under "Management of the Fund."

The Adviser provides investment advisory services and order placement facili-
ties for each of the Fund's Portfolios and pays all compensation of Directors
and officers of the Fund who are affiliated persons of the Adviser. The Ad-
viser or its affiliates also furnish the Fund, without charge, management su-
pervision and assistance and office facilities and provide persons satisfac-
tory to the Fund's Board of Directors to serve as the Fund's officers. Each of
the Portfolios pays the Adviser at the following annual percentage rate of its
average daily net asset value:

<TABLE>
<S> <C>
Growth and Income Portfolio .625%
Short-Term Multi-Market Portfolio .550%
</TABLE>

The fees are accrued daily and paid monthly. For the year ended December 31,
1996 the Adviser received an advisory fee from the Growth and Income Portfolio
an advisory fee equal to .63% of its average net assets. For the year ended
December 31, 1996 the Adviser received no net advisory fees from the Short-
Term Multi-Market Portfolio.

EXPENSES OF THE FUND

For the year ended December 31, 1996, the ordinary operating expenses of the
Growth and Income Portfolio were .82% and the Short-Term Multi-Market Portfo-
lio were .95% of each such Portfolio's average net assets, all net of volun-
tary expense reimbursements.

20
<PAGE>

- --------------------------------------------------------------------------------
PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE OF SHARES

The public offering price of each Portfolio's shares is their net asset value.
The per share net asset value of each Portfolio is computed in accordance with
the Fund's Articles of Incorporation and By-Laws, at the next close of regular
trading on the New York Stock Exchange (the "Exchange") (currently 4:00 p.m.
Eastern time), following receipt of a purchase or redemption order by the
Fund, on each Fund business day on which such an order is received and trading
in the types of securities in which the Fund invests might materially affect
the value of Fund shares. The Fund's per share net asset value is computed by
dividing the value of the Fund's total assets, less its liabilities, by the
total number of its shares then outstanding. A Fund business day is any week-
day exclusive of days on which the Exchange is closed (most national holidays
and Good Friday). For purposes of this computation, the securities in each
Portfolio are valued at their current market value determined on the basis of
market quotations or, if such quotations are not readily available, such other
methods as the Directors believe would accurately reflect fair market value.
Portfolio securities may also be valued on the basis of prices provided by a
pricing service when such prices are believed by the Adviser to reflect the
fair market value of such securities.

REDEMPTION OF SHARES

21
<PAGE>

Each of the Portfolios will declare and distribute dividends from net invest-
ment income and will distribute its net capital gains, if any, at least annu-
ally. Such income and capital gains distributions will be made in shares of
such Portfolios.

Each Portfolio of the Fund qualified and intends to continue to qualify to be
taxed as a regulated investment company under Subchapter M of the Internal
Revenue Code (the "Code"). If so qualified, each Portfolio will not be subject
to Federal income or excise taxes on its investment company taxable income and
net capital gains to the extent such investment company taxable income and net
capital gains are distributed to the separate accounts of insurance companies
which hold its shares. Under current tax law, capital gains or dividends from
any Portfolio are not currently taxable when left to accumulate within a vari-
able annuity (other than an annuity interest owned by a person who is not a
natural person) or variable life insurance contract. Distributions of net in-
vestment income and net short-term capital gain will be treated as ordinary
income and distributions of net long-term capital gain will be treated as
long-term capital gain in the hands of the insurance companies.

Section 817(h) of the Code requires that the investments of a segregated asset
ac-count of an insurance company be "adequately diversified," in accordance
with Treasury Regulations promulgated there- under, in order for the holders
of the variable annuity contracts or variable life insurance policies under-
lying the account to receive the tax-deferred or tax-free treatment generally
afforded holders of annuities or life insurance policies under the Code. The
Department of the Treasury has issued Regulations under section 817(h) which,
among other things, provide the manner in which a segregated asset account
will treat investments in a regulated investment company for purposes of the
applicable diversification requirements. Under the Regulations, if a regulated
investment company satisfies certain conditions, a segregated asset account
owning shares of the regulated investment company will not be treated as a
single investment for these purposes, but rather the account will be treated
as owning its proportionate share of each of

22
<PAGE>

the assets of the regulated investment company. Each Portfolio plans to satisfy
these conditions at all times so that the shares of each Portfolio owned by a
segregated asset account of a life insurance company will be subject to this
treatment under the Code.

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Directors of the Fund, the
Adviser is responsible for the investment decisions and the placing of the or-
ders for portfolio transactions for the Fund. Portfolio transactions for the
Short-Term Multi-Market Portfolio occur primarily with issuers, underwriters or
major dealers acting as principals, while transactions for the Growth and In-
come Portfolio are normally effected by brokers.

ORGANIZATION

The Fund is a Maryland corporation organized on November 17, 1987. The autho-
rized capital stock of the Fund consists solely of 10,000,000,000 shares of
Common

23
<PAGE>

Stock having a par value of $.001 per share, which may, without shareholder
approval, be divided into an unlimited number of series. Such shares are cur-
rently divided into 19 series, one underlying each Portfolio. Shares of each
Portfolio are normally entitled to one vote for all purposes. Generally,
shares of all Portfolios vote as a single series on matters, such as the elec-
tion of Directors, that affect all Portfolios in substantially the same man-
ner. Maryland law does not require a registered investment company to hold an-
nual meetings of shareholders and it is anticipated that shareholder meetings
will be held only when specifically required by federal or state law. Share-
holders have available certain procedures for the removal of Directors. Shares
of each Portfolio are freely transferable, are entitled to dividends as deter-
mined by the Board of Directors and, in liquidation of the Fund, are entitled
to receive the net assets of that Portfolio. Shareholders have no preference,
pre-emptive or conversion rights. In accordance with current law, it is antic-
ipated that an insurance company issuing a variable annuity contract or vari-
able life insurance policy that participates in the Fund will request voting
instructions from contract or policyholders and will vote shares in the sepa-
rate account in accordance with the voting instructions received.

PRINCIPAL UNDERWRITER

Alliance Fund Distributors, Inc., 1345 Avenue of the Americas, New York, New
York 10105, an indirect wholly-owned subsidiary of the Adviser, is the Princi-
pal Underwriter of shares of the Fund.

CUSTODIAN

REGISTRAR AND DIVIDEND-DISBURSING AGENT

PERFORMANCE INFORMATION

24
<PAGE>

performance but such information may not provide a basis for comparison with
bank deposits or other investments which pay a fixed yield for a stated period
of time. An investor's principal invested in the Fund is not fixed and will
fluctuate in response to prevailing market conditions.

ADDITIONAL INFORMATION

This Prospectus does not constitute an offering in any state in which such of-
fering may not lawfully be made.

25
<PAGE>

APPENDIX A

BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

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 shortcom-
ings.

A-1
<PAGE>

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.

ABSENCE OF RATING: When no rating has been assigned or where a rating has
been suspended or withdrawn, it may be for reasons unrelated to the quality of
the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that are
not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published
in Moody's publications.

STANDARD & POOR'S CORPORATION

AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay prin-
cipal and differs from the highest rated issues only in small degree.

A-2
<PAGE>

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 in-
terest and repay principal. BB indicates the least degree of speculation and
CCC the highest. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major expo-
sures to adverse conditions.

C1: The rating C1 is reserved for income bonds on which no interest is being
paid.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the ad-
dition of a plus or minus sign to show relative standing within the major rat-
ing categories.

NR: Not rated.

DUFF & PHELPS CREDIT RATING CO.

AAA: Highest credit quality. Risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA-: High credit quality. Protection factors are strong. Risk is
modest, but may vary slightly from time to time because of economic condi-
tions.

A+, A, A-: Protection factors are average but adequate. However, risk fac-
tors are more variable and greater in periods of economic stress.

BBB+, BBB, BBB-: Below average protection factors but still considered suf-
ficient for prudent investment. Considerable variability in risk during eco-
nomic cycles.

CCC: Well below investment grade securities. Considerable uncertainty exists
as to timely payment of principal or interest. Protection factors are narrow
and risk can be substan-

A-3
<PAGE>

tial with unfavorable economic/industry conditions, and/or with unfavorable
company developments.

DD: Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

FITCH INVESTORS SERVICE, INC.

CCC: Bonds have certain identifiable characteristics which, if not remedied,
may lead to default.

The ability to meet obligations requires an advantageous business and eco-
nomic environment.

A-4
<PAGE>

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, D: Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their ul-
timate recovery value in liquidation or reorganization of the obligor. DDD rep-
resents the highest potential for recovery on these bonds, and D represents the
lowest potential for recovery.

NR: Indicates that Fitch does not rate the specific issue.

A-5

<PAGE>

This is filed pursuant to Rule 497(e).
File Nos. 33-18647 and 811-05398

<PAGE>

[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC.

Alliance Variable Products Series Fund, Inc. (the "Fund") is an open-end se-
ries investment company designed to fund variable annuity contracts and vari-
able life insurance policies to be offered by the separate accounts of certain
life insurance companies. The Fund currently offers an opportunity to choose
among separately managed pools of assets. This prospectus offers shares of the
Premier Growth Portfolio (the "Portfolio") of the Fund.

PREMIER GROWTH PORTFOLIO -- seeks growth of capital rather than current in-
come. In pursuing its investment objective, the Premier Growth Portfolio will
employ aggressive investment policies. Since investments will be made based
upon their potential for capital appreciation, current income will be inciden-
tal to the objective of capital growth. The Portfolio is not intended for in-
vestors whose principal objective is assured income or preservation of capi-
tal.

(R) :This is a registered mark used under license from the owner, Alliance
Capital Management L.P.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PROSPECTUS/May 1, 1997

Investors are advised to carefully read this Prospectus and to retain it for
future reference.
<PAGE>

- --------------------------------------------------------------------------------
PURCHASE INFORMATION
- --------------------------------------------------------------------------------
The Fund will offer and sell its shares only to separate accounts of certain
life insurance companies, for the purpose of funding variable annuity contracts
and variable life insurance policies. Sales will be made without sales charge
at the Portfolio's per share net asset value. Further information can be ob-
tained from Alliance Fund Services, Inc. at the address or telephone number
shown above.

An investment in the Fund is not a deposit or obligation of, or guaranteed or
endorsed by, any bank and is not federally insured by the Federal Deposit In-
surance Corporation, the Federal Reserve Board or any other agency.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
This Prospectus sets forth concisely the information which a prospective in-
vestor should know about the Fund and the Portfolio before applying for certain
variable annuity contracts and variable life insurance policies offered by par-
ticipating insurance companies. It should be read in conjunction with the Pro-
spectus of the separate account of the specific insurance product which accom-
panies this Prospectus. A "Statement of Additional Information" dated May 1,
1997, which provides a further discussion of certain areas in this Prospectus
and other matters which may be of interest to some investors, has been filed
with the Securities and Exchange Commission and is incorporated herein by ref-
erence. For a free copy, call or write Alliance Fund Services, Inc. at the ad-
dress or telephone number shown above.

2
<PAGE>

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

The Fund has no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee. Shareholder transactions expenses
shown are net of expense reimbursement.

<TABLE>
<CAPTION>
PREMIER
GROWTH
PORTFOLIO
---------
<S> <C>
ANNUAL PORTFOLIO OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees............................................... .72%
Other Expenses................................................ .23%
---
Total Portfolio Operating Expenses............................ .95%
===
</TABLE>

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period).

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Premier Growth Portfolio........................ $10 $30 $53 $117
</TABLE>

The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
and indirectly. Expense Information for the Portfolio has been restated to re-
flect current fees. The expenses listed in the table for the Portfolio is net
of voluntary expense reimbursements, which are not required to be continued in-
definitely; however, the Adviser intends to continue such reimbursements for
the foreseeable future. The expenses of the Portfolio, before expense reim-
bursements, would be: Management Fees --1.00%, Other Expenses -- .23% and Total
Portfolio Operating Expenses -- 1.23%. The example should not be considered
representative of future expenses; actual expenses may be greater or less than
those shown.

3
<PAGE>

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

The following information as to net asset value, ratios and certain supple-
mental data for each of the periods shown below has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose unqualified report thereon
(referring to Financial Highlights) appears in the Statement of Additional In-
formation. The following information should be read in conjunction with the
financial statements and related notes included in the Statement of Additional
Information. Further information about the Fund's performance is contained in
the Fund's annual report, which is available without charge upon request.

4
<PAGE>

- --------------------------------------------------------------------------------
DESCRIPTION OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

INTRODUCTION TO THE FUND

The Fund was established as a corporation in Maryland. The Fund is an open-end
management investment company commonly known as a "mutual fund" whose shares
are offered in separate series each referred to as a "Portfolio." Because the
Fund offers multiple Portfolios, it is known as a "series fund." Each Portfolio
is a separate pool of assets constituting, in effect, a separate fund with its
own investment objectives and policies.

A shareholder in a Portfolio will be entitled to his or her pro rata share of
all dividends and distributions arising from that Portfolio's assets and, upon
redeeming shares of that Portfolio, the shareholder will receive the then cur-
rent net asset value of that Portfolio represented by the redeemed shares. (See
"Purchase and Redemption of Shares"). While the Fund has no present intention
of doing so, the Fund is empowered to establish, without shareholder approval,
additional portfolios which may have different investment objectives.

The Fund currently has 19 Portfolios, one of which is offered by this Prospec-
tus: the Premier Growth Portfolio.

The Fund is intended to serve as the investment medium for variable annuity
contracts and variable life insurance policies to be offered by the separate
accounts of certain life insurance companies.

It is conceivable that in the future it may be disadvantageous for variable an-
nuity and variable life insurance separate accounts to invest simultaneously in
the Fund. Currently, however, the Fund does not foresee any disadvantage to the
holders of variable annuity contracts and variable life insurance policies
arising from the fact that the interests of the holders of such contracts and
policies may differ. Nevertheless, the Fund's Directors intend to monitor
events in order to identify any material irreconcilable conflicts which may
possibly arise and to determine what action, if any, should be taken in re-
sponse thereto.

The investment objectives and policies of the Portfolio are set forth below.
There can be, of course, no assurance that the Portfolio will achieve its in-
vestment objectives.

INVESTMENT OBJECTIVES AND POLICIES

GENERAL

The Portfolio has investment objectives which it pursues through investment
policies as described herein. The Portfolio's investment objectives cannot be
changed without approval by the holders of a majority of the Portfolio's out-
standing voting securities, as defined in the Investment Company Act of 1940,
as amended (the "Act"). The Fund may change the Portfolio's investment policies
that are not designated "fundamental policies" within the meaning of the Act
upon notice to shareholders of the Portfolio, but without their approval. The
types of portfolio securities in which the Portfolio may invest are described
in greater detail below.

5
<PAGE>

PREMIER GROWTH PORTFOLIO

General. The investment objective of the Portfolio is growth of capital by
pursuing aggressive investment policies. Since investments will be made based
upon their potential for capital appreciation, current income will be inciden-
tal to the objective of capital growth. Because of the market risks inherent
in any investment, the selection of securities on the basis of their apprecia-
tion possibilities cannot ensure against possible loss in value, and there is,
of course, no assurance that the Portfolio's investment objective will be met.
The Portfolio is therefore not intended for investors whose principal objec-
tive is assured income and conservation of capital.

Within the investment framework described herein, Alfred Harrison, who heads
the Adviser's "Large Cap Growth Group," is ultimately responsible for the in-
vestment decisions for the Portfolio. In managing the Portfolio's assets, the
Adviser's investment strategy emphasizes stock selection and investment in the
securities of a limited number of issuers. The Adviser depends heavily upon
the fundamental analysis and research of its large internal research staff in
making investment decisions for the Portfolio. The research staff generally
follows a primary research universe of approximately 600 companies which are
considered by the Adviser to have strong management, superior industry posi-
tions, excellent balance sheets and the ability to demonstrate superior earn-
ings growth. As one of the largest multi-national investment firms, the Ad-
viser has access to considerable information concerning all of the companies
followed, an in-depth understanding of the products, services, markets and
competition of these companies and a good knowledge of the managements of most
of the companies in its research universe.

6
<PAGE>

the Adviser's research organization and constant communication among the ana-
lysts result in decision-making based on the relative attractiveness of stocks
among industry sectors. The focus during this process is on the early recogni-
tion of change on the premise that value is created through the dynamics of
changing company, industry and economic fundamentals. Research emphasis is
placed on the identification of companies whose substantially above average
prospective earnings growth is not fully reflected in current market valua-
tions.

7
<PAGE>

panies comprising the Standard & Poor's 500 Composite Stock Price Index, a
widely recognized unmanaged index of market activity based upon the aggregate
performance of a selected portfolio of publicly traded stocks, including
monthly adjustments to reflect the reinvestment of dividends and distribu-
tions.

The Portfolio intends to invest in special situations from time to time. A
special situation arises when, in the opinion of the Portfolio's management,
the securities of a particular company will, within a reasonably estimable pe-
riod of time, be accorded market recognition at an appreciated value solely by
reason of a development particularly or uniquely applicable to that company
and regardless of general business conditions or movements of the market as a
whole.

Short Sales. The Portfolio may not sell securities short, except that it may
make short sales "against the box." A short sale is effected by selling a se-
curity which the Portfolio does not own, or if the Portfolio does own such se-
curity, it is not to be delivered upon consummation of the sale. A short sale
is "against the box" to the extent that the Portfolio contemporaneously owns
or has the right to obtain securities identical to those sold short without
payment. Not more than 15% of the value of the Portfolio's net assets will be
in deposits on short sales "against the box."

Puts and Calls. The Portfolio may write call options and may purchase and sell
put and call options written by others, combinations thereof or similar op-
tions. The Portfolio may not write put options. The buyer of an option, upon
payment of a premium obtains, in the case of a put option, the right to de-
liver to the writer of the option and, in the case of a call option, the right
to call upon the writer to deliver, a specified number of shares of a speci-
fied stock on or before a fixed date at a predetermined price.

The Portfolio will not sell a call option written or guaranteed by it if, as a
result of such sale, the aggregate of the Portfolio's securities subject to
outstanding call options (valued at the lower of the option price or market
value of such securities) would exceed 15% of the Portfolio's total assets.
The Portfolio will not sell any call option if such sale would result in more
than 10% of the Portfolio's assets being committed to call options written by
the Portfolio, which, at the time of sale by the Portfolio, have a remaining
term of more than 100 days.

8
<PAGE>

folio shall at no time exceed 10% of the Portfolio's total assets. There are
markets for put and call options written by others and the Portfolio may from
time to time sell or purchase such options in such markets. If an option is
not so sold and is permitted to expire without being exercised, its premium
would be lost by the Portfolio.

Options on Market Indices. The Portfolio may purchase and sell exchange-
traded index options. An option on a securities index is similar to an option
on a security except that, rather than the right to take or make delivery of a
security at a specified price, an option on a securities index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing level of the chosen index is greater than (in the case of a call)
or less than (in the case of a put) the exercise price of the option.

OTHER INVESTMENT POLICIES AND TECHNIQUES

REPURCHASE AGREEMENTS

The Portfolio may enter into agreements pertaining to U.S. Government Securi-
ties.

A repurchase agreement arises when a buyer purchases a security and simultane-
ously agrees to resell it to the vendor at an agreed-upon future date, nor-
mally one day or a few days later. The resale price is greater than the pur-
chase price, reflecting an agreed-upon interest rate. Such agreements permit
the Portfolio to keep all of its assets at work while retaining "overnight"
flexibility in pursuit of investment of a longer-term nature. The Portfolio
requires continual maintenance for its account in the Federal Reserve/Treasury
Book Entry System of collateral in an amount equal to, or in excess of, the
resale price. In the event a vendor defaulted on its repurchase obligation,
the Portfolio might suffer a loss to the extent that the proceeds from the
sale of the collateral were less than the repurchase price. In the event of a
vendor's bankruptcy, the Portfolio might be delayed in, or prevented from,
selling the collateral for its benefit. The Fund's Board of Directors has es-
tablished procedures, which are periodically reviewed by the Board, pursuant
to which the Adviser monitors the creditworthiness of the dealers with which
the Portfolio enters into repurchase agreement transactions.

WRITING COVERED CALL OPTIONS

The Portfolio may write covered call options listed on one or more national
securities exchanges. A call option gives the purchaser of the option, upon
payment of a premium to the writer of the option, the right to purchase from
the writer of the option a specified number of shares of a specified security
on or before a fixed date, at a predetermined price. The Portfolio is permit-
ted to write call options but may not do so unless it at all times during the
option period owns the optioned securities, or securities convertible or car-
rying rights to acquire the optioned securities at no additional cost. The
Portfolio may not write covered call options in excess of 25% of its assets.

The Portfolio may terminate its obligation to the holder of an option written
by it through a "closing purchase transaction." It may not, however, effect a
closing purchase transaction with respect to such an option after it has been
notified of the exer-

9
<PAGE>

cise of such option. The Portfolio realizes a profit or loss from a closing
purchase transaction if the cost of the transaction is more or less than the
premium received by it from writing the option. Although the writing of covered
call options only on national securities exchanges increases the likelihood of
the Portfolio being able to make closing purchase transactions, there is no as-
surance that it will be able to effect closing purchase transactions at any
particular time or at an acceptable price. The writing of covered call options
could result in increases in the portfolio turnover of the Portfolio, espe-
cially during periods when market prices of the underlying securities
appreciate.

LOANS OF PORTFOLIO SECURITIES

The Portfolio may make secured loans of its portfolio securities to brokers,
dealers and financial institutions provided that cash, U.S. Government securi-
ties, other liquid high-quality debt securities or bank letters of credit equal
to at least 100% of the market value of the securities loaned is deposited and
maintained by the borrower with the Portfolio.

The risks in lending portfolio securities, as with other extensions of credit,
consist of possible loss of rights in the collateral should the borrower fail
financially. In determining whether to lend securities to a particular borrow-
er, the Adviser (subject to review by the Directors) will consider all relevant
facts and circumstances, including the creditworthiness of the borrower. While
securities are on loan, the borrower will pay the Portfolio any income earned
thereon and the Portfolio may invest any cash collateral in portfolio securi-
ties, thereby earning additional income, or receive an agreed upon amount of
income from a borrower who has delivered equivalent collateral. The Portfolio
will have the right to regain record ownership of loaned securities to exercise
beneficial rights such as voting rights, subscription rights and rights to div-
idends, interest or other distributions. The Portfolio may pay reasonable find-
ers', administrative and custodial fees in connection with a loan. The Direc-
tors will monitor the lending of securities by the Portfolio. No more than 30%
of the value of the assets of the Portfolio may be loaned at any time, nor will
the Portfolio lend its portfolio securities to any officer, director, employee
or affiliate of either the Fund or the Adviser.

FOREIGN SECURITIES

The Portfolio may invest in listed and unlisted foreign securities without lim-
itation, although it intends to invest at least 85% of the value of its total
assets in the equity securities of American companies. The Portfolio may con-
vert U.S. Dollars into foreign currency, but only to effect securities transac-
tions on a foreign securities exchange and not to hold such currency as an in-
vestment. The Portfolio may enter into forward foreign currency exchange con-
tracts in order to protect against uncertainty in the level of future foreign
exchange rates.

To the extent that the Portfolio invests in foreign securities, consideration
is given to certain factors comprising both risk and opportunity. The values of
foreign securities investments are affected by changes in currency rates or ex-
change control regulations, application of foreign tax laws, in-

10
<PAGE>

cluding withholding taxes, changes in governmental administration or economic,
taxation or monetary policy (in the United States and abroad) or changed cir-
cumstances in dealings between nations. Currency exchange rate movements will
increase or reduce the U.S. dollar value of the Portfolio's net assets and in-
come attributable to foreign securities. Costs are incurred in connection with
conversions between various currencies held by the Portfolio. In addition,
there may be substantially less publicly available information about foreign
issuers than about domestic issuers, and foreign issuers may not be subject to
accounting, auditing and financial reporting standards and requirements compa-
rable to those of domestic issuers. Foreign issuers are subject to accounting,
auditing and financial standards and requirements that differ, in some cases
significantly, from those applicable to U.S. issuers. In particular, the as-
sets and profits appearing on the financial statements of a foreign issuer may
not reflect its financial position or results of operations in the way they
would be reflected had the financial statements been prepared in accordance
with U.S. generally accepted accounting principles. In addition, for an issuer
that keeps accounting records in local currency, inflation accounting rules in
some of the countries in which the Portfolio will invest require, for both tax
and accounting purposes, that certain assets and liabilities be restated on
the issuer's balance sheet in order to express items in terms of currency of
constant purchasing power. Inflation accounting may indirectly generate losses
or profits. Consequently, financial data may be materially affected by re-
statements for inflation and may not accurately reflect the real condition of
those issuers and securities markets. Securities of some foreign issuers are
less liquid and more volatile than securities of comparable domestic issuers,
and foreign brokerage commissions are generally higher than in the United
States. Foreign securities markets may also be less liquid, more volatile, and
less subject to governmental supervision than in the United States. Invest-
ments in foreign countries could be affected by other factors not present in
the United States, including expropriation, confiscatory taxation, lack of
uniform accounting and auditing standards and potential difficulties in en-
forcing contractual obligations and could be subject to extended settlement
periods.

ILLIQUID SECURITIES

Subject to any more restrictive applicable investment policies, the Portfolio
will not maintain more than 15% of its net assets in illiquid securities. For
purposes of the Portfolio's investment objectives and policies and investment
restrictions, illiquid securities include, among others, (a) direct placements
or other securities which are subject to legal or contractual restrictions on
resale or for which there is no readily available market (e.g., trading in the
security is suspended or, in the case of unlisted securities, market makers do
not exist or will not entertain bids or offers), (b) options purchased by the
Portfolio over-the-counter and the cover for options written by the Portfolio
over-the-counter, and (c) repurchase agreements not terminable within seven
days. Securities eligible for resale under Rule 144A under the Securities Act
of 1933, as amended, that have legal or contractual restrictions on resale but
have a readily available market are not deemed

11
<PAGE>

illiquid for purposes of this limitation. The Adviser will monitor the liquid-
ity of such securities under the supervision of the Board of Directors. See
the Statement of Additional Information for further discussion of illiquid se-
curities.

FIXED-INCOME SECURITIES

The value of the shares the Portfolio invests in fixed-income securities will
fluctuate with the value of such investments. The value of the Portfolio's in-
vestments will change as the general level of interest rates fluctuates. Dur-
ing periods of falling interest rates, the values of the Portfolio's securi-
ties generally rise. Conversely, during periods of rising interest rates, the
values of the Portfolio's securities generally decline.

In seeking to achieve the Portfolio's investment objective, there will be
times, such as during periods of rising interest rates, when depreciation and
realization of capital losses on securities in the Portfolio's portfolio will
be unavoidable.

SECURITIES RATINGS

The ratings of fixed-income securities by S&P and Moody's are a generally ac-
cepted barometer of credit risk. They are, however, subject to certain limita-
tions from an investor's standpoint. The rating of an issuer is heavily
weighted by past developments and does not necessarily reflect probable future
conditions. There is frequently a lag between the time a rating is assigned
and the time it is updated. In addition, there may be varying degrees of dif-
ference in credit risk of securities within each rating category.

DEFENSIVE POSITION

When business or financial conditions warrant, the Portfolio may assume a tem-
porary defensive position and invest without limit in high grade fixed income
securities or hold their assets in cash equivalents, including (i) short-term
obligations of the U.S. Government and its agencies or instrumentalities, (ii)
certificates of deposit, bankers' acceptances and interest-bearing savings de-
posits of banks having total assets of more than $1 billion and which are mem-
bers of the Federal Deposit Insurance Corporation, and (iii) commercial paper
of prime quality rated A-1 or higher by S&P or Prime-1 or higher by Moody's
or, if not rated, issued by companies which have an outstanding debt issue
rated AA or higher by S&P or Aa or higher by Moody's.

PORTFOLIO TURNOVER

Generally, the Fund's policy with respect to turnover of securities held in
the Portfolio is to purchase securities for investment purposes and not for
the purpose of realizing short-term trading profits or for the purpose of ex-
ercising control. When circumstances warrant, however, securities may be sold
without regard to the length of time held.

The annual portfolio turnover rate of the Portfolio may be in excess of 100%.
A 100% annual portfolio turnover rate would occur, for example, if all of the
stocks in a portfolio were replaced in a period of one year. A 100% turnover
rate is greater than that of most other investment companies, including those
which emphasize capital appreciation as a basic policy, and may result in cor-
respondingly greater brokerage commissions being paid by the Portfolio and a
higher incidence of short-term capital gain taxable as ordinary income. See
"Dividends, Distributions and Taxes."

12
<PAGE>

CERTAIN FUNDAMENTAL INVESTMENT POLICIES

The Fund has adopted certain fundamental investment policies applicable to the
Portfolio which may not be changed without the approval of the shareholders of
the Portfolio. Certain of those fundamental investment policies are set forth
below. For a complete listing of such fundamental investment policies, see the
Statement of Additional Information.

Briefly, with respect to the Portfolio these fundamental investment policies
provide that it may not: (i) invest in securities of any one issuer (including
repurchase agreements with any one entity) other than securities issued or
guaranteed by the United States Government, if immediately after such pur-
chases more than 5% of the value of its total assets would be invested in such
issuer, except that 25% of the value of the total assets of a Portfolio may be
invested without regard to such 5% limitation; (ii) acquire more than 10% of
any class of the outstanding securities of any issuer (for this purpose, all
preferred stock of an issuer shall be deemed a single class, and all indebted-
ness of an issuer shall be deemed a single class); (iii) invest more than 25%
of the value of its total assets at the time an investment is made in the se-
curities of issuers conducting their principal business activities in any one
industry, except that there is no such limitation with respect to U.S. Govern-
ment securities or certificates of deposit, bankers' acceptances and interest-
bearing deposits. For purposes of this investment restriction, the electric,
gas, telephone and water business shall each be considered as a separate in-
dustry; (iv) borrow money, except that the Portfolio may borrow money only for
extraordinary or emergency purposes and then only in amounts not exceeding 15%
of its total assets at the time of borrowing; (v) mortgage, pledge or hypothe-
cate any of its assets, except as may be necessary in connection with permis-
sible borrowings described in paragraph (iv) above (in an aggregate amount not
to exceed 15% of total assets of the Portfolio), (vi) invest in illiquid secu-
rities if immediately after such investment more than 10% of the Portfolio's
total assets (taken at market value) would be invested in such securities; or
(vii) invest more than 10% of the value of its total assets in repurchase
agreements not terminable within seven days.

In addition, the Fund has adopted an investment policy, which is not desig-
nated a "fundamental policy" within the meaning of the Act, of intending to
have the Portfolio comply at all times with the diversification requirements
prescribed in Section 817(h) of the Internal Revenue Code or any successor
thereto and the applicable Treasury Regulations thereunder. This policy may be
changed upon notice to shareholders of the Fund, but without their approval.

13
<PAGE>

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

DIRECTORS

John D. Carifa, Chairman of the Board and President, is President of Alliance
Capital Management Corporation ("ACMC"), the sole general partner of the Ad-
viser, with which he has been associated since prior to 1992.

David H. Dievler was formerly President of the Fund, and a Senior Vice Presi-
dent of ACMC, with which he had been associated since prior to 1992. He is
currently an independent consultant.

Dr. James M. Hester is President of the Harry Frank Guggenheim Foundation and
a Director of Union Carbide Corporation since prior to 1992. He was formerly
Presi- dent of New York University, The New York Botanical Garden and Rector
of the United Nations University.

Donald J. Robinson was formerly a partner at Orrick, Herrington & Sutcliffe
and is currently Senior Counsel to that firm. He was also a Trustee of the Mu-
seum of the City of New York from 1977-1995.

ADVISER

14
<PAGE>

major corporate employee benefit funds, public employee retirement systems, in-
vestment companies, foundations and endowment funds. The 52 registered invest-
ment companies managed by the Adviser comprising 110 separate investment port-
folios currently have over two million shareholders. As of December 31, 1996,
the Adviser was retained as an investment manager by 34 of the Fortune 100 com-
panies.

The Adviser provides investment advisory services and order placement facili-
ties for the Portfolio and pays all compensation of Directors and officers of
the Fund who are affiliated persons of the Adviser. The Adviser or its affili-
ates also furnish the Fund, without charge, management supervision and assis-
tance and office facilities and provide persons satisfactory to the Fund's
Board of Directors to serve as the Fund's officers. The Portfolio pays the Ad-
viser at the following annual percentage rate of its average daily net asset
value:

<TABLE>
<S> <C>
Premier Growth Portfolio 1.000%
</TABLE>

The fees are accrued daily and paid monthly. For the year ended December 31,
1996, the Adviser received an advisory fee from the Portfolio equal to .72% of
its average net assets.

EXPENSES OF THE FUND

In addition to the payments to the Adviser under the Investment Advisory Agree-
ment described above, the Fund pays certain other costs including (a) custody,
transfer and dividend disbursing expenses, (b) fees of Directors who are not
affiliated with the Adviser, (c) legal and auditing expenses, (d) clerical, ac-
counting and other office costs, (e) costs of printing the Fund's prospectuses
and shareholder reports, (f) cost of maintaining the Fund's existence, (g) in-
terest charges, taxes, brokerage fees and commissions, (h) costs of stationery
and supplies, (i) expenses and fees related to registration and filing with the
Commission and with state regulatory authorities, and (j) cost of certain per-
sonnel of the Adviser or its affiliates rendering clerical, accounting and
other services to the Fund.

As to the obtaining of clerical and accounting services not required to be pro-
vided to the Fund by the Adviser under the Investment Advisory Agreement, the
Fund may employ its own personnel. For such services, it may also utilize per-
sonnel employed by the Adviser or by its affiliates; in such event, the serv-
ices are provided to the Fund at cost and the payments specifically approved in
advance by the Fund's Board of Directors.

For the year ended December 31, 1996, the ordinary operating expenses of the
Portfolio was .95% of its average net assets, net of voluntary expense reim-
bursements.

15
<PAGE>

- --------------------------------------------------------------------------------
PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE OF SHARES

Shares of the Portfolio of the Fund are offered on a continuous basis directly
by the Fund and by Alliance Fund Distributors, Inc., the Fund's Principal Un-
derwriter, to the separate accounts of certain life insurance companies with-
out any sales or other charge, at the Portfolio's net asset value, as de-
scribed below. The separate accounts of insurance companies place orders to
purchase shares of the Portfolio based on, among other things, the amount of
premium payments to be invested and surrender and transfer requests to be ef-
fected on that day pursuant to variable annuity contracts and variable life
insurance policies which are funded by shares of the Portfolio. The Fund re-
serves the right to suspend the sale of the Fund's shares in response to con-
ditions in the securities markets or for other reasons. Individuals may not
place orders directly with the Fund. See the Prospectus of the separate ac-
count of the participating insurance company for more information on the pur-
chase of Portfolio shares.

The public offering price of the Portfolio's shares is its net asset value.
The per share net asset value of the Portfolio is computed in accordance with
the Fund's Articles of Incorporation and By-Laws, at the next close of regular
trading on the New York Stock Exchange (the "Exchange") (currently 4:00 p.m.
Eastern time), following receipt of a purchase or redemption order by the
Fund, on each Fund business day on which such an order is received and trading
in the types of securities in which the Fund invests might materially affect
the value of Fund shares. The Fund's per share net asset value is computed by
dividing the value of the Fund's total assets, less its liabilities, by the
total number of its shares then outstanding. A Fund business day is any week-
day exclusive of days on which the Exchange is closed (most national holidays
and Good Friday). For purposes of this computation, the securities in the
Portfolio are valued at their current market value determined on the basis of
market quotations or, if such quotations are not readily available, such other
methods as the Directors believe would accurately reflect fair market value.
Portfolio securities may also be valued on the basis of prices provided by a
pricing service when such prices are believed by the Adviser to reflect the
fair market value of such securities.

REDEMPTION OF SHARES

An insurance company separate account may redeem all or any portion of the
shares of the Portfolio in its account at any time at the net asset value per
share of the Portfolio next determined after a redemption request in proper
form is furnished to the Fund or the Principal Underwriter. Any certificates
representing shares being redeemed must be submitted with the redemption re-
quest. Shares redeemed are en titled to earn dividends, if any, up to and in-
cluding the day redemption is effected. There is no redemption charge. Payment
of the redemption price will normally be made within seven days after receipt
of such tender for redemption.

16
<PAGE>

The right of redemption may be suspended or the date of payment may be post-
poned for any period during which the Exchange is closed (other than customary
weekend and holiday closings) or during which the Commission determines that
trading thereon is restricted, or for any period during which an emergency (as
determined by the Commission) exists as a result of which disposal by the Fund
of securities owned by the Portfolio is not reasonably practicable or as a re-
sult of which it is not reasonably practicable for the Fund fairly to deter-
mine the value of the Portfolio's net assets, or for such other periods as the
Commission may by order permit for the protection of security holders of the
Fund. For information regarding how to redeem shares in the Fund please see
your insurance Company Separate account prospectus.

The Portfolio will declare and distribute dividends from net investment income
and will distribute its net capital gains, if any, at least annually. Such in-
come and capital gains distributions will be made in shares of the Portfolio.

The Portfolio qualified and intends to continue to qualify to be taxed as a
regulated investment company under Subchapter M of the Internal Revenue Code
(the "Code"). If so qualified, the Portfolio will not be subject to Federal
income or excise taxes on its investment company taxable income and net capi-
tal gains to the extent such investment company taxable income and net capital
gains are distributed to the separate accounts of insurance companies which
hold its shares. Under current tax law, capital gains or dividends from the
Portfolio is not currently taxable when left to accumulate within a variable
annuity (other than an annuity interest owned by a person who is not a natural
person) or variable life insurance contract. Distributions of net investment
income and net short-term capital gain will be treated as ordinary income and
distributions of net long-term capital gain will be treated as long-term capi-
tal gain in the hands of the insurance companies.

Section 817(h) of the Code requires that the investments of a segregated asset
ac-count of an insurance company be "adequately diversified," in accordance
with Treasury Regulations promulgated there-under, in order for the holders of
the vari- able annuity contracts or variable life insurance policies under-
lying the account to receive the tax-deferred or tax-free treatment generally
afforded holders of annui-ties or life insurance policies under the Code. The
Department of the Treasury has issued Regulations under section 817(h) which,
among other things, provide the manner in which a segregated asset account
will treat investments in a regulated investment company for purposes of the
applicable diversification requirements. Under the Regulations, if a regulated
investment company satisfies certain conditions, a segregated asset account
owning shares of the regulated investment company will not be treated as a
single investment for these purposes, but rather the account will be treated
as owning its proportionate share of each of the assets of the regulated

17
<PAGE>

investment company. The Portfolio plans to satisfy these conditions at all
times so that the shares of the Portfolio owned by a segregated asset account
of a life insurance company will be subject to this treatment under the Code.

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

PORTFOLIO TRANSACTIONS

The Fund has no obligation to enter into transactions in portfolio securities
with any broker, dealer, issuer, underwriter or other entity. In placing or-
ders, it is the policy of
the Fund to obtain the best price and execution for its transactions. Consis-
tent with the objective of obtaining best execution, the Fund may use brokers
and dealers who provide research, statistical and other information to the Ad-
viser.

There may be occasions where the transaction cost charged by a broker may be
greater than that which another broker may charge if the Fund determines in
good faith that the amount of such transaction cost is reasonable in relation
to the value of the brokerage and research and statistical services provided
by the executing broker. Consistent with the Conduct Rules of the National As-
sociation of Securities Dealers, Inc., and subject to seeking best price and
execution, the Fund may consider sales of shares of the Fund as a factor in
the selection of brokers and dealers to enter into portfolio transactions with
the Fund.

The Fund may from time to time place orders for the purchase or sale of secu-
rities on an agency basis with Donaldson, Lufkin & Jenrette Securities Corpo-
ration, an affiliate of the Adviser, and with brokers which may have their
transactions cleared or settled, or both, by the Pershing Division of Donald-
son, Lufkin and Jenrette Securities Corporation, for which Donaldson, Lufkin
and Jenrette Securities Corporation may receive a portion of the brokerage
commission. In such instances, the placement of orders with such brokers would
be consistent with the Fund's objective of obtaining best execution and would
not be dependent upon the fact that Donaldson, Lufkin &
Jenrette Securities Corporation is an affiliate of the Adviser.

ORGANIZATION

18
<PAGE>

ber of series. Such shares are currently divided into 19 series, one under-
lying each Portfolio of the Fund. Shares of each Portfolio are normally enti-
tled to one vote for all purposes. Generally, shares of all Portfolios vote as
a single series on matters, such as the election of Directors, that affect all
Portfolios in substantially the same manner. Maryland law does not require a
registered investment company to hold annual meetings of shareholders and it
is anticipated that shareholder meetings will be held only when specifically
required by federal or state law. Shareholders have available certain proce-
dures for the removal of Directors. Shares of each Portfolio are freely trans-
ferable, are entitled to dividends as determined by the Board of Directors
and, in liquidation of the Fund, are entitled to receive the net assets of
that Portfolio. Shareholders have no preference, pre-emptive or conversion
rights. In accordance with current law, it is anticipated that an insurance
company issuing a variable annuity contract or variable life insurance policy
that participates in the Fund will request voting instructions from contract
or policyholders and will vote shares in the separate account in accordance
with the voting instructions received.

PRINCIPAL UNDERWRITER

Alliance Fund Distributors, Inc., 1345 Avenue of the Americas, New York, New
York 10105, an indirect wholly-owned subsidiary of the Adviser, is the Princi-
pal Underwriter of shares of the Fund.

CUSTODIAN

REGISTRAR AND DIVIDEND-DISBURSING AGENT

PERFORMANCE INFORMATION

19
<PAGE>

with bank deposits or other investments which pay a fixed yield for a stated
period of time. An investor's principal invested in the Fund is not fixed and
will fluctuate in response to prevailing market conditions.

Advertisements quoting performance rankings of the Fund as measured by finan-
cial publications or by independent organizations such as Lipper Analytical
Services, Inc. and Morningstar, Inc., and advertisements presenting the his-
torical record of payments of income dividends by the Fund may also from time
to time be sent to investors or placed in newspapers, magazines such as the
Wall Street Journal, the New York Times, Barrons, Investor's Daily, Money Mag-
azine, Changing Times, Business Week and Forbes or other media on behalf of
the Fund.

ADDITIONAL INFORMATION

This Prospectus does not constitute an offering in any state in which such of-
fering may not lawfully be made.

00250292.BF6