File No.: 811-6647
SUPPLEMENT TO REGISTRATION STATEMENT ON FORM N-1A, PART A
DATED FEBRUARY 10, 1998
The accompanying Part A of the Growth Stock Portfolio's Registration
Statement on Form N-1A dated April 29, 1997 ("Part A") describes on page A-2
under the caption "General Description of Registrant" that the "assets of the
Portfolio representing the health sector will be managed and 'indexed' by the
Subadviser until it selects one or more Sector Advisers, subject to the review
and approval of the Portfolio Trustees, to manage the assets of the Portfolio
representing the health sector."
Effective February 10, 1998, the Subadviser has selected, with the
approval of the Portfolio Trustees, Alliance Capital Management L.P. as Sector
Adviser to manage the assets of the Portfolio representing the health sector.
Accordingly, clause (i) in the third complete paragraph on page A-2 of Part A
should be deleted and the following information about Alliance Capital
Management L.P. should be added under the caption "Sector Advisers" which begins
on page A-10 of Part A:
"ALLIANCE CAPITAL MANAGEMENT L.P. serves as Sector Adviser to the
health sector of the Portfolio. Alliance, a registered investment
adviser, is an international investment manager supervising client
accounts with assets as of December 31, 1997 totaling approximately
$218.7 billion. Alliance provides investment services primarily to
corporate employee benefit funds, public employee retirement systems,
investment companies, foundations, and endowment funds. The general
partner of Alliance, Alliance Capital Management Corporation, is an
indirect subsidiary of, and is controlled by, AXA-UAP, a French
insurance holding company. Raphael L. Edelman, Vice President of
Alliance, is the portfolio manager primarily responsible for the
day-to-day management of those assets of the Portfolio allocated to
Alliance. Mr. Edelman, who has fourteen years of investment
experience, joined Alliance's research department in 1986 as an
analyst after working two years as a manager in Alliance's mutual fund
division. Alliance's principal executive offices are located at 1345
Avenue of the Americas, New York, NY 10105."
The following replaces the last paragraph preceding the caption "Sector
Advisers" on page 10 of Part A:
"The Portfolio has received an exemptive order from the Securities and
Exchange Commission (the "SEC") which permits the Portfolio and the
Subadviser to enter into and materially amend Investment
Sub-subadvisory Agreements with Sector Advisers without such
agreements being approved by the Portfolio's investors or the
shareholders of any feeder fund investing in the Portfolio except for
Investment Sub-subadvisory Agreements with an affiliated person of the
Portfolio, the Manager or the Subadviser other than by reason of such
affiliated person serving as an existing Sector Adviser to the
Portfolio. The exemptive order also permits the Portfolio and any
feeder fund investing in the Portfolio to disclose, on an aggregate
basis, the fees paid to Sector Advisers who are not such affiliated
persons. In addition, the exemptive order includes the condition that
within 90 days of the hiring of any new Sector Advisers, the Manager
and the Subadviser will furnish shareholders of any feeder fund
investing in the Portfolio with an information statement about the new
Sector Adviser and Investment Sub-subadvisory Agreement. Any changes
to the Investment Advisory Contract between the Portfolio and the
Manager or the Investment Subadvisory Agreement among the Portfolio,
Manager and Subadviser will still require shareholder approval. A
majority of the shareholders of each of the feeder funds investing in
the Portfolio approved the operation of the Trust in accordance with
the exemption."
The following sentence should be added between the second and third
paragraphs under the caption "Management of the Portfolio" on page A-6 of Part
A:
"The Manager and the Subadviser have the ultimate responsibility for
the investment performance of the Portfolio due to the Manager's
responsibility to oversee the Subadviser and the Subadviser's
responsibility to oversee the Sector Advisers and recommend their
hiring, termination and replacement."
