<PAGE>
GROWTH & INCOME PORTFOLIO
Supplement Dated December 9, 1996
The following information supplements and should be read in conjunction
with the information provided in the Prospectus dated October 25, 1996.
The following information shall be inserted in lieu of the information
under "SUMMARY OF PORTFOLIO EXPENSES - A. EXPENSE SUMMARY - Shareholder
Transaction Expenses: Maximum Sales load on Purchases (as a percentage of
offering price)" on page 3 of the Prospectus.
CLASS I CLASS II CLASS III
------- -------- ---------
None 5.75% None
The following information shall be inserted under "SUMMARY OF PORTFOLIO
EXPENSES - B. EXAMPLE:" on page 4 of the Prospectus.
GROWTH & INCOME
PORTFOLIO
----------------------------------------------
CLASS I CLASS II CLASS III
------- -------- ---------
1 year $9 $69* $20
3 years $27 $92* $62
5 years $47 $117* $107
10 years $105 $190* $230
*Reflects imposition of the maximum sales charge at the beginning of the period.
The following information shall be inserted under "HOW ARE INVESTMENTS,
EXCHANGES AND REDEMPTIONS MADE? - Class II - Public Offering Price" on page
11 of the Prospectus.
<TABLE>
<CAPTION>
TOTAL SALES LOAD REALLOWANCE TO
FOR CLASS II SHARES SERVICE ORGANIZATIONS
------------------- ---------------------
AS A % OF OFFERING AS A % OF OFFERING
AMOUNT OF TRANSACTION PRICE PER SHARE AS A % OF NAV PRICE PER SHARE
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
$50,000 to $99,999 4.50 4.71 4.00
$100,000 to $249,999 3.50 3.63 3.00
$250,000 to $499,999 2.50 2.56 2.25
$500,000 to $999,999 1.50 1.52 1.25
$1,000,000 and over 0.50 0.50 0.40
</TABLE>
Class II Portfolio shareholders of record as of the close of business on
December 6, 1996 will continue to be eligible to purchase shares of such Class
based on the schedule of sales loads in effect on that date. The revised
table of sales loads for purchase of Class II shares is effective as of
December 9, 1996.
