SUNAMERICA SERIES TRUST, 485BPOS, 1996-02-29

SUNAMERICA SERIES TRUST
485BPOS, 1996-02-29

Previous: CIGNA INSTITUTIONAL FUNDS GROUP, 24F-2NT, 1996-02-29

Next: REMBRANDT FUNDS, N-30D, 1996-02-29

<PAGE> 1

As filed with the Securities and Exchange Commission on February 29, 1996

File Nos. 33-52742; 811-7238
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 6 [X]

AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]

AMENDMENT NO. 8 [X]

(CHECK APPROPRIATE BOX OR BOXES)

SUNAMERICA SERIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

1 SunAmerica Center, Century City
Los Angeles, CA 90067-6022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)(ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 858-8850

Robert M. Zakem, Esq.
Senior Vice President and General Counsel
SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue
New York, NY 10017-3204
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Copies to:

<TABLE>
<S> <C>
Susan L. Harris, Esq. Margery K. Neale
SunAmerica Inc. Shereff, Friedman, Hoffman & Goodman LLP
1 SunAmerica Center, Century City 919 Third Avenue
Los Angeles, CA 90067-6022 New York, NY 10022
</TABLE>

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
<TABLE>
<S> <C>
[X] immediately upon filing pursuant to paragraph (b) [ ] on February 28, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a) [ ] on (date) pursuant to paragraph (a) of Rule 485
--------------------
</TABLE>

The Registrant has elected to register an indefinite number of shares
of beneficial interest, without par value, under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
The Rule 24f-2 Notice for the Registrant's fiscal year ended November 30, 1995
was filed on January 23, 1996.

================================================================================

<PAGE> 2
SUNAMERICA SERIES TRUST

CROSS REFERENCE SHEET
Pursuant to Rule 481(b)
Under the Securities Act of 1933

<TABLE>
<CAPTION>
PART A
Item No. Registration Statement Caption Caption in Prospectus
- -------- ------------------------------ ---------------------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis *

3. Financial Highlights Financial Highlights

4. General Description of Registrant The Trust; Its Investment Objectives and
Policies; Description of Securities &
Investment Techniques

5. Management of the Fund Management

6. Capital Stock and Other Securities Dividends, Distributions and Federal Taxes;
Shareholder Voting Rights; Shareholder
Inquiries

7. Purchase of Securities Being Offered Purchase of Shares; Purchases and
Redemptions

8. Redemption or Repurchase Purchases and Redemptions

9. Pending Legal Proceedings *
</TABLE>

<TABLE>
<CAPTION>
PART B Caption in Statement
Item No. Registration Statement Caption of Additional Information
- -------- ------------------------------ -------------------------
<S> <C> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History The Trust

13. Investment Objectives and Policies Investment Policies;
Investment Restrictions

14. Management of the Fund Trust Officers and Trustees

15. Contact Persons and Principal Holders The Trust
of Securities

16. Investment Advisory and Other Services Management;
General Information

17. Brokerage Allocation Execution of Portfolio Transactions

18. Capital Stock and Other Securities *

19. Purchase, Redemption and Pricing of Price of Shares
Securities Being Offered

20. Tax Status Dividends, Distributions and Federal Taxes

21. Underwriters *

22. Calculation of Performance Data *

23. Financial Statements Financial Statements
</TABLE>
_____________
* Omitted from the Prospectus or Statement of Additional Information because
the item is not applicable.

PART C
The information required to be included in Part C is set forth under
the appropriate item, so numbered in Part C of this Registration Statement.
<PAGE> 3

PROSPECTUS - FEBRUARY 29, 1996

- --------------------------------------------------------------------------------

SUNAMERICA SERIES TRUST
- --------------------------------------------------------------------------------
P.O. BOX 54299
LOS ANGELES, CALIFORNIA 90054-0299

SunAmerica Series Trust ("Trust") is an open-end management investment
company. The Trust consists of 14 Portfolios, each of which has its own
investment objectives and policies.

Shares of the Trust are issued and redeemed only in connection with
investments in and payments under variable annuity contracts and may be sold to
fund variable life contracts issued in the future. The contracts involve fees
and expenses not described in this Prospectus and also may involve certain
restrictions or limitations on the allocation of purchase payments or contract
values to one or more series of the Trust. Certain Portfolios may not be
available in connection with a particular contract. See the applicable contract
prospectus for information regarding contract fees and expenses and any
restrictions or limitations.

The CASH MANAGEMENT PORTFOLIO seeks high current yield while preserving
capital by investing in a diversified selection of money market instruments.

The FIXED INCOME PORTFOLIO seeks a high total return with only moderate
price risk by investing primarily in investment grade fixed-income securities.

The GLOBAL BOND PORTFOLIO seeks a high total return, emphasizing current
income and, to a lesser extent, providing opportunities for capital
appreciation, through investment in high quality fixed-income securities of U.S.
and foreign issuers and through transactions in foreign currencies.

The HIGH-YIELD BOND PORTFOLIO seeks a high level of current income and
secondarily seeks capital appreciation by investing primarily in intermediate
and long-term corporate obligations, with emphasis on higher-yielding,
higher-risk, lower-rated or unrated securities.

The WORLDWIDE HIGH INCOME PORTFOLIO seeks high current income and,
secondarily, capital appreciation, by investing primarily in a portfolio of
high-yielding fixed-income securities of issuers located throughout the world.

The BALANCED/PHOENIX INVESTMENT COUNSEL PORTFOLIO seeks reasonable income,
long-term capital growth and conservation of capital by investing primarily in
common stocks and fixed-income securities, with an emphasis on income-producing
securities which appear to have some potential for capital enhancement.

THE HIGH-YIELD BOND AND WORLDWIDE HIGH INCOME PORTFOLIOS INVEST
PREDOMINANTLY IN, AND THE BALANCED/PHOENIX INVESTMENT COUNSEL PORTFOLIO MAY
INVEST IN, LOWER-RATED AND UNRATED BONDS. BONDS OF THIS TYPE ARE TYPICALLY
SUBJECT TO GREATER MARKET FLUCTUATIONS AND RISK OF LOSS OF INCOME AND PRINCIPAL
DUE TO DEFAULT BY THE ISSUER THAN ARE INVESTMENTS IN LOWER-YIELDING,
HIGHER-RATED BONDS. SEE "DESCRIPTION OF SECURITIES AND INVESTMENT
TECHNIQUES -- RISK FACTORS RELATING TO HIGH-YIELD BONDS" FOR A DISCUSSION OF THE
RISKS ASSOCIATED WITH HIGH-YIELD, HIGH-RISK SECURITIES.

The ASSET ALLOCATION PORTFOLIO seeks high total return (including income
and capital gains) consistent with preservation of capital over the long-term
through a diversified portfolio that can include common stocks and other
securities having common stock characteristics, bonds and other intermediate and
long-term fixed-income securities and money market instruments (debt securities
maturing in one year or less) in any combination.

The GROWTH-INCOME PORTFOLIO seeks growth of capital and income by investing
primarily in common stocks or securities which demonstrate the potential for
appreciation and/or dividends.

The ALLIANCE GROWTH, GROWTH/PHOENIX INVESTMENT COUNSEL and PROVIDENT GROWTH
PORTFOLIOS each seek long-term growth of capital by investing primarily in
common stocks or securities with common stock characteristics which demonstrate
the potential for appreciation.

The VENTURE VALUE PORTFOLIO seeks to achieve growth of capital by investing
primarily in common stocks.

The GLOBAL EQUITIES PORTFOLIO seeks long-term growth of capital through
investment primarily in common stocks or securities of U.S. and foreign issuers
with common stock characteristics which demonstrate the potential for
appreciation and through transactions in foreign currencies.

The INTERNATIONAL DIVERSIFIED EQUITIES PORTFOLIO seeks long-term capital
appreciation by investing in accordance with country weightings determined by
the Subadviser in common stocks of foreign issuers which, in the aggregate,
replicate broad country indices.

As a result of the market risk inherent in any investment, there is no
assurance that the investment objective of any of the Portfolios will be
realized. INVESTMENTS IN A PORTFOLIO ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT OR ANY OTHER ENTITY OR PERSON.

This Prospectus sets forth concisely the information a prospective investor
ought to know before investing in the Trust. Please read it carefully and retain
it for future reference. Further information about the performance of the
Portfolios is contained in the Trust's Annual Report to Shareholders. A
Statement of Additional Information has been filed with the Securities and
Exchange Commission. The Annual Report to Shareholders and the Statement of
Additional Information may be obtained upon request and without charge by
writing to the Trust at the above address or by calling 1-800-445-7862.
------------------------

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 ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
TOPIC PAGE
-----
<S> <C>
FINANCIAL HIGHLIGHTS...................................................................... 3
THE TRUST, ITS INVESTMENT OBJECTIVES AND POLICIES......................................... 5
Cash Management Portfolio............................................................ 6
Fixed Income Portfolio............................................................... 6
Global Bond Portfolio................................................................ 7
High-Yield Bond Portfolio............................................................ 8
Worldwide High Income Portfolio...................................................... 9
Balanced/Phoenix Investment Counsel Portfolio........................................ 13
Asset Allocation Portfolio........................................................... 14
Growth-Income Portfolio.............................................................. 15
Alliance Growth, Growth/Phoenix Investment Counsel and Provident Growth Portfolios... 15
Venture Value Portfolio.............................................................. 15
Global Equities Portfolio............................................................ 16
International Diversified Equities Portfolio......................................... 17
DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES....................................... 18
MANAGEMENT................................................................................ 28
PORTFOLIO TURNOVER AND BROKERAGE.......................................................... 33
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES................................................ 33
PRICE OF SHARES........................................................................... 34
PURCHASES AND REDEMPTIONS................................................................. 34
SHAREHOLDER VOTING RIGHTS................................................................. 34
INDEPENDENT ACCOUNTANTS................................................................... 35
SHAREHOLDER INQUIRIES..................................................................... 35
FINANCIAL INFORMATION..................................................................... 35
</TABLE>

2
<PAGE> 5

FINANCIAL HIGHLIGHTS

The following Financial Highlights for the Portfolios and periods set forth
below has been audited by Price Waterhouse LLP, the Trust's independent
accountants, whose report on the financial statements containing such
information is included in the Trust's Annual Report to Shareholders. These
Financial Highlights* should be read in conjunction with the financial
statements and notes thereto, which are included in the Statement of Additional
Information.

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
DIVIDENDS DIVIDENDS
NET TOTAL DECLARED FROM NET
NET ASSET NET REALIZED FROM FROM NET REALIZED NET ASSET
VALUE INVEST- & UNREALIZED INVEST- INVEST- GAIN ON VALUE
BEGINNING MENT GAIN (LOSS) ON MENT MENT INVEST- END OF TOTAL
PERIOD ENDED OF PERIOD INCOME** INVESTMENTS OPERATIONS INCOME MENTS PERIOD RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Management Portfolio
2/9/93-11/30/93 $ 10.00 $ 0.19 $ 0.01 $ 0.20 $ -- $ -- $10.20 2.00%
11/30/94 10.20 0.38 (0.02) 0.36 (0.09) -- 10.47 3.51
11/30/95 10.47 0.56 0.01 0.57 (0.34) -- 10.70 5.59
Fixed Income Portfolio
7/1/93-11/30/93 10.00 0.14 0.05 0.19 -- -- 10.19 1.90
11/30/94 10.19 0.52 (0.87) (0.35) (0.05) (0.04) 9.75 (3.41)
11/30/95 9.75 0.60 1.00 1.60 (0.53) -- 10.82 17.01
Global Bond Portfolio
7/1/93-11/30/93 10.00 0.13 0.17 0.30 -- -- 10.30 3.00
11/30/94 10.30 0.53 (0.86) (0.33) (0.09) (0.05) 9.83 (3.18)
11/30/95 9.83 0.60 0.97 1.57 (0.38) -- 11.02 16.40
High-Yield Bond Portfolio
2/9/93-11/30/93 10.00 0.76 0.36 1.12 -- -- 11.12 11.20
11/30/94 11.12 1.20 (1.65) (0.45) (0.29) (0.06) 10.32 (4.26)
11/30/95 10.32 1.11 0.12 1.23 (1.02) -- 10.53 12.64
Worldwide High Income Portfolio
10/28/94-11/30/94 10.00 0.04 (0.09) (0.05) -- -- 9.95 (0.50)
11/30/95 9.95 1.10 0.47 1.57 (0.10) -- 11.42 16.02
Balanced/Phoenix Investment Counsel Portfolio
10/28/94-11/30/94 10.00 0.04 (0.08) (0.04) -- -- 9.96 (0.40)
11/30/95 9.96 0.34 2.23 2.57 (0.05) -- 12.48 25.89
Asset Allocation Portfolio
7/1/93-11/30/93 10.00 0.08 0.28 0.36 -- -- 10.36 3.60
11/30/94 10.36 0.29 (0.25) 0.04 (0.05) (0.03) 10.32 0.30
11/30/95 10.32 0.42 2.24 2.66 (0.20) (0.04) 12.74 26.10

</TABLE>

NET RATIO OF NET
ASSETS RATIO OF INVESTMENT
END OF EXPENSES INCOME
PERIOD TO AVERAGE TO AVERAGE PORTFOLIO
PERIOD ENDED (000'S) NET ASSETS NET ASSETS TURNOVER
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------
Cash Management Portfolio
2/9/93-11/30/93 $ 24,603 0.71%+++ 2.53%+++ --%
11/30/94 89,098 0.70++ 3.73++ --
11/30/95 90,731 0.67 5.32 --
Fixed Income Portfolio
7/1/93-11/30/93 11,667 0.94+++ 3.92+++ 208
11/30/94 15,869 0.94++ 5.21++ 419
11/30/95 29,475 0.96++ 5.93++ 412
Global Bond Portfolio
7/1/93-11/30/93 25,010 1.35+++ 3.56+++ 84
11/30/94 44,543 1.06 5.29 347
11/30/95 59,759 0.95 5.89 339
High-Yield Bond Portfolio
2/9/93-11/30/93 41,851 0.94+++ 9.43+++ 229
11/30/94 55,803 0.92++ 11.07++ 225
11/30/95 82,174 0.80 10.80 174
Worldwide High Income Portfolio
10/28/94-11/30/94 10,478 1.60+++ 4.48+++ 2
11/30/95 21,515 1.30 10.46 176
Balanced/Phoenix Investment Counsel Portfolio
10/28/94-11/30/94 1,516 1.00+++ 4.25+++ 10
11/30/95 32,429 0.98++ 3.08++ 153
Asset Allocation Portfolio
7/1/93-11/30/93 35,590 0.99+++ 2.33+++ 71
11/30/94 106,856 0.94++ 2.71++ 152
11/30/95 199,836 0.81 3.62 207
</TABLE>

- ------------------

<TABLE>
<C> <S>
* Calculated based upon average shares outstanding
** After fee waivers and expense reimbursements by the investment adviser
+ Annualized
++ During the periods ended November 30, 1993, November 30, 1994 and November 30, 1995, the investment adviser
waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios. If all fees and
expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of
net investment income to average net assets would have been as follows:
</TABLE>

<TABLE>
<CAPTION>
EXPENSES NET INVESTMENT INCOME (LOSS)
-------------------------------- --------------------------------
11/30/93 11/30/94 11/30/95 11/30/93 11/30/94 11/30/95
<S> <C> <C> <C> <C> <C> <C>
-------------------------------- --------------------------------

Cash Management Portfolio........................ 1.10% 0.78% 0.67% 2.14% 3.65% 5.32%
Fixed Income Portfolio........................... 1.81 1.09 0.97 3.05 5.06 5.92
Global Bond Portfolio............................ 1.81 1.06 0.95 3.10 5.29 5.89
High-Yield Bond Portfolio........................ 1.29 0.93 0.80 9.08 11.06 10.80
Worldwide High Income Portfolio.................. -- 2.26 1.30 -- 3.82 10.46
Balanced/Phoenix Investment Counsel Portfolio.... -- 6.82 1.11 -- (1.57) 2.95
Asset Allocation Portfolio....................... 1.67 0.94 0.81 1.65 2.71 3.62
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS DIVIDENDS
NET NET TOTAL DECLARED FROM NET
NET ASSET INVEST- REALIZED FROM FROM NET REALIZED NET ASSET
VALUE MENT & UNREALIZED INVEST- INVEST- GAIN ON VALUE
BEGINNING INCOME GAIN (LOSS) ON MENT MENT INVEST- END OF TOTAL
PERIOD ENDED OF PERIOD (LOSS)** INVESTMENTS OPERATIONS INCOME MENTS PERIOD RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Growth Income Portfolio
2/9/93-11/30/93 $ 10.00 $ 0.12 $ 0.49 $ 0.61 $ -- $ -- $ 10.61 6.10%
11/30/94 10.61 0.13 (0.36) (0.23) (0.04) (0.01) 10.33 (2.20)
11/30/95 10.33 0.17 3.31 3.48 (0.10) -- 13.71 33.89
Alliance Growth Portfolio
2/9/93-11/30/93 10.00 0.05 0.87 0.92 -- -- 10.92 9.20
11/30/94 10.92 0.04 (0.14) (0.10) (0.01) (0.17) 10.64 (0.93)
11/30/95 10.64 0.07 5.08 5.15 (0.03) (0.13) 15.63 48.91
Growth/Phoenix Investment Counsel Portfolio
2/9/93-11/30/93 10.00 0.17 0.61 0.78 -- -- 10.78 7.80
11/30/94 10.78 0.16 (0.87) (0.71) (0.06) -- 10.01 (6.64)
11/30/95 10.01 0.12 3.14 3.26 (0.13) -- 13.14 32.92
Provident Growth Portfolio
2/9/93-11/30/93 10.00 0.02 0.02 0.04 -- -- 10.04 0.40
11/30/94 10.04 0.03 (0.01) 0.02 (0.01) -- 10.05 0.19
11/30/95 10.05 (0.01) 3.09 3.08 (0.03) -- 13.10 30.66
Venture Value Portfolio
10/28/94-11/30/94 10.00 0.03 (0.25) (0.22) -- -- 9.78 (2.20)
11/30/95 9.78 0.17 3.55 3.72 (0.03) -- 13.47 38.17
Global Equities Portfolio
2/9/93-11/30/93 10.00 0.03 0.96 0.99 -- -- 10.99 9.90
11/30/94 10.99 0.05 0.71 0.76 (0.01) (0.07) 11.67 6.87
11/30/95 11.67 0.12 1.64 1.76 (0.08) (0.29) 13.06 15.58
International Diversified Equities Portfolio
10/28/94-11/30/94 10.00 0.01 (0.23) (0.22) -- -- 9.78 (2.20)
11/30/95 9.78 0.07 0.38 0.45 (0.08) -- 10.15 4.63

<CAPTION>
NET RATIO OF NET
ASSETS RATIO OF INVESTMENT
END OF EXPENSES INCOME
PERIOD TO AVERAGE TO AVERAGE PORTFOLIO
PERIOD ENDED (000'S) NET ASSETS NET ASSETS TURNOVER
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------
Growth Income Portfolio
2/9/93-11/30/93 $ 45,080 0.82%+++ 1.59%+++ 27%
11/30/94 84,899 0.81++ 1.26++ 59
11/30/95 171,281 0.77 1.42 59
Alliance Growth Portfolio
2/9/93-11/30/93 23,256 0.82+++ 0.61+++ 73
11/30/94 53,213 0.82++ 0.37++ 146
11/30/95 167,870 0.79 0.51 138
Growth/Phoenix Investment Counsel Portfolio
2/9/93-11/30/93 65,032 0.82+++ 2.20+++ 165
11/30/94 104,194 0.81++ 1.52++ 211
11/30/95 149,910 0.76 1.01 2.29
Provident Growth Portfolio
2/9/93-11/30/93 42,911 0.97+++ 0.32+++ 40
11/30/94 75,342 0.96++ 0.31++ 54
11/30/95 115,276 0.93 (0.05) 52
Venture Value Portfolio
10/28/94-11/30/94 4,449 1.10+++ 3.93+++ --
11/30/95 154,908 1.00++ 1.43++ 18
Global Equities Portfolio
2/9/93-11/30/93 43,737 1.50+++ 0.38+++ 58
11/30/94 136,758 1.28 0.42 67
11/30/95 165,752 1.14 1.02 106
International Diversified Equities Portfolio
10/28/94-11/30/94 12,438 1.70+++ 1.60+++ --
11/30/95 48,961 1.70++ 0.76++ 52
</TABLE>

- ------------------

* Calculated based upon average shares outstanding
** After fee waivers and expense reimbursements by the investment adviser
+ Annualized
++ During the periods ended November 30, 1993, November 30, 1994 and November
30, 1995, the investment adviser waived a portion of or all fees and
assumed a portion of or all expenses for the Portfolios. If all fees and
expenses had been incurred by the Portfolios, the ratio of expenses to
average net assets and the ratio of net investment income to average net
assets would have been as follows:

Growth-Income Portfolio.......................... 1.40% 0.89% 0.77% 1.01% 1.18% 1.42%
Alliance Growth Portfolio........................ 1.56 0.96 0.79 (0.13) 0.23 0.51
Growth/Phoenix Investment Counsel Portfolio...... 1.28 0.87 0.76 1.74 1.46 1.01
Provident Growth Portfolio....................... 1.46 1.05 0.93 (0.17) 0.22 (0.05)
Venture Value Portfolio.......................... -- 3.89 1.02 -- 1.14 1.41
Global Equities Portfolio........................ 2.52 1.28 1.14 (0.64) 0.42 1.02
International Diversified Equities Portfolio..... -- 3.50 2.09 -- (0.20) 0.37
</TABLE>

4
<PAGE> 7

THE TRUST, ITS INVESTMENT OBJECTIVES AND POLICIES

The Trust, organized as a Massachusetts business trust on September 11,
1992, is an open-end management investment company. It was established to
provide a funding medium for certain annuity contracts issued by the Variable
Separate Account and FS Variable Separate Account (the "Accounts"), which are
separate accounts of Anchor National Life Insurance Company and First SunAmerica
Life Insurance Company, respectively (collectively referred to as the "Life
Companies").

The Trust issues 14 separate series of shares ("Portfolios"), each of which
represents a separate managed portfolio of securities with its own investment
objectives. The Board of Trustees may establish additional series in the future.
The current Portfolios are the Cash Management Portfolio, Fixed Income
Portfolio, Global Bond Portfolio, High-Yield Bond Portfolio, Worldwide High
Income Portfolio, Balanced/Phoenix Investment Counsel Portfolio, Asset
Allocation Portfolio, Growth-Income Portfolio, Alliance Growth Portfolio,
Growth/Phoenix Investment Counsel Portfolio, Provident Growth Portfolio, Venture
Value Portfolio, Global Equities Portfolio and International Diversified
Equities Portfolio. All shares may be purchased or redeemed by the Accounts at
net asset value without any sales or redemption charge.

SunAmerica Asset Management Corp. ("SAAMCo" or the "Adviser"), an indirect,
wholly owned subsidiary of Anchor National Life Insurance Company, serves as
investment adviser for all the Portfolios of the Trust. (See "Management.")
Alliance Capital Management L.P. ("Alliance") serves as subadviser for the
Global Equities, Alliance Growth and Growth-Income Portfolios; Goldman Sachs
Asset Management ("GSAM"), a separate operating division of Goldman, Sachs &
Co., serves as subadviser for the Asset Allocation and Fixed Income Portfolios;
Goldman Sachs Asset Management International ("GSAM-International"), an
affiliate of Goldman, Sachs & Co., serves as subadviser for the Global Bond
Portfolio; Morgan Stanley Asset Management Inc. ("MSAM") serves as subadviser
for the International Diversified Equities and Worldwide High Income Portfolios;
Phoenix Investment Counsel, Inc. ("Phoenix") serves as subadviser for the
Growth/Phoenix Investment Counsel and Balanced/Phoenix Investment Counsel
Portfolios; Provident Investment Counsel, Inc. ("Provident") serves as
subadviser for the Provident Growth Portfolio; and Davis Selected Advisers, L.P.
serves as subadviser for the Venture Value Portfolio. There is no subadviser for
the High-Yield Bond Portfolio or the Cash Management Portfolio and SAAMCo
therefore performs all investment advisory services for these Portfolios.

Each Portfolio has investment objectives and certain policies set forth
herein. There can be no guarantee that any Portfolio's investment objectives
will be met or that the net return on an investment in a Portfolio will exceed
that which could have been obtained through other investment or savings
vehicles. Investors should carefully review the investment objectives and
policies of a Portfolio and consider their ability to assume the risks involved
before making an investment in a Portfolio. Each Portfolio also has certain
fundamental investment restrictions, which are described in the Statement of
Additional Information. A Portfolio's fundamental investment restrictions may
not be changed without a majority vote of shares of that Portfolio. See
"Shareholder Voting Rights." Except for its fundamental investment restrictions,
each Portfolio's investment objective and policies are not fundamental and may
be changed without a vote of the shareholders. If there is a change in a
Portfolio's investment objective, shareholders should consider whether the
Portfolio remains an appropriate investment in light of their then-current
financial positions and needs.

The Global Bond, Worldwide High Income and International Diversified
Equities Portfolios are organized as separate "non-diversified" portfolios of
the Trust (as such term is defined under the Investment Company Act of 1940, as
amended, (the "1940 Act")); subject, however, to certain tax diversification
requirements and to diversification guidelines of the California Department of
Insurance.

The Portfolios' investment objectives and a summary of the policies they
currently follow in attempting to achieve those objectives are set forth below.
Please also refer, however, to the section following, captioned "Description of
Securities and Investment Techniques," for a more detailed description of the
characteristics and risks associated with the types of securities in which the
various Portfolios invest. Reference is also made in the following sections to
ratings assigned to certain types of securities by Standard & Poor's Rating
Services, a Division of the McGraw Hill Companies, Inc. ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), Fitch Investors Service, Inc. ("Fitch"),
Duff & Phelps Credit Rating Co. ("Duff & Phelps") and Thomson BankWatch, Inc.,
recognized independent securities ratings institutions. A description of the
ratings categories assigned by S&P, Moody's, Fitch and Duff & Phelps is
contained in the Statement of Additional Information.

5
<PAGE> 8

In addition, each Portfolio will be managed so as to satisfy current
Internal Revenue Service guidelines for the adequate diversification of
investments underlying variable annuity contracts. This means that, at the end
of each calendar quarter, of the value of the total assets of each Portfolio,
not more than 55% will be represented by any one investment; not more than 70%
will be represented by any two investments; not more than 80% will be
represented by any three investments; and not more than 90% will be represented
by any four investments. For these purposes, all securities of the same issuer
(and all interests in the same commodity) are treated as a single investment,
but each U.S. government agency is treated as a separate issuer.

CASH MANAGEMENT PORTFOLIO

The Cash Management Portfolio seeks high current yield while preserving
capital by investing in a diversified selection of money market instruments
including corporate bonds and notes; commercial bank obligations; securities of
the U.S. government, its agencies and instrumentalities; commercial paper and
savings association obligations. These securities mature in one year or less.
The Cash Management Portfolio also may enter into repurchase agreements and firm
commitment agreements and purchase when-issued securities. See "Description of
Securities and Investment Techniques."

The Cash Management Portfolio invests only in securities determined, in
accordance with procedures established by the Trust's board of trustees, to
present minimal credit risks. It is the current policy to invest only in
instruments rated in the highest rating category by Moody's and S&P (for
example, commercial paper rated P-1 and A-1 by Moody's and S&P, respectively) or
in instruments that are issued, guaranteed or insured by the U.S. government,
its agencies or instrumentalities as to the payment of principal and interest,
or in other instruments rated in the highest two categories by either Moody's or
S&P, provided the issuer has commercial paper rated in the highest rating
category by Moody's and S&P.

Although there is no guarantee that the Portfolio's investment objective
will be achieved, investments in the Cash Management Portfolio should present
minimal market risk because the investments of the Portfolio consists of only
short-term debt obligations. However, an investment in this Portfolio is subject
to the risks of declining interest rates and the economy as a whole. Also, the
return on an investment in the Cash Management Portfolio would not be the same
as the return on an investment in a money market fund available directly to the
public even where yields are equivalent, due to fees imposed at the variable
annuity contract level. A more detailed description of the instruments in which
this Portfolio may invest is contained in the Statement of Additional
Information.

FIXED INCOME PORTFOLIO

The Fixed Income Portfolio seeks a high total return with only moderate
price risk by investing primarily in investment grade fixed-income securities.
The Portfolio's Subadviser, GSAM, employs a "bottom-up" approach which
emphasizes individual security selection, sector allocation and, to a lesser
extent, interest-rate timing.

The Portfolio invests at least 80% of the value of its total assets, taken
at market value at the time of investment, in one or more of the following:

(1) Marketable debt securities without conversion features or attached
warrants (and including asset-backed securities) of domestic issuers and of
foreign issuers (payable in U.S. dollars) rated at the time of purchase
within the four highest grades assigned by Moody's (Aaa, Aa, A or Baa) or
by S&P (AAA, AA, A or BBB);

(2) Securities issued or guaranteed by the U.S. government or its
agencies or instrumentalities, including the mortgage-related securities
described under "Description of Securities and Investment Techniques";

(3) Commercial paper rated at the time of purchase P-1 by Moody's or
A-1 by S&P;

(4) Obligations of banks having total assets in excess of $1 billion.

Up to 20% of the Portfolio's total assets may be invested in: debt
securities (including those rated below investment grade, securities convertible
into, or carrying warrants to purchase, common stocks or other equity interests,
and privately placed debt securities); preferred stocks (including those rated
below investment grade, securities convertible into, or carrying warrants to
purchase, common stocks or other equity interests); and marketable common stocks
which the Subadviser considers likely to yield relatively high income in
relation to alternative investments. Debt securities are sometimes offered with
warrants for the purchase of common stock of the issuer of the debt security.
These may be purchased by the Portfolio only when the debt security meets the

6
<PAGE> 9

Portfolio's investment criteria and the value of the warrants is relatively
small. If the warrant becomes valuable it will ordinarily be sold rather than
exercised. It is anticipated that no more than 10% of the assets of the
Portfolio will constitute warrants. To the extent that warrants are acquired,
there may be some additional investment risk and countervailing opportunity,
depending upon the extent to which the underlying common stock price fluctuates.

The Portfolio will only invest in debt securities and preferred stocks
rated below investment grade (but no lower than Ca by Moody's or CC by S&P) to
the extent that the Subadviser believes that lower credit quality of such
securities is offset by more attractive yields. See "Description of Securities
and Investment Techniques -- Corporate Debt Instruments -- Lower Grade" for a
description of lower-rated securities.

The Portfolio may invest in short-term money market instruments denominated
in U.S. dollars, including repurchase agreements, which are authorized for
purchase by the Cash Management Portfolio. The Portfolio may enter into "dollar
rolls" in which the Portfolio sells mortgage or other asset-backed securities
for delivery in the current month and simultaneously contracts to repurchase
substantially similar (same types, coupons and maturity) securities on a
specified future date. The Portfolio may also invest in synthetic or derivative
instruments based on permitted investments, including futures contracts,
options, interest-rate swaps, mortgage swaps and interest-rate caps, floors and
collars.

GLOBAL BOND PORTFOLIO

The investment objective of the Global Bond Portfolio is to provide
investors with a high total return, emphasizing current income and, to a lesser
extent, providing opportunities for capital appreciation, through investment in
a portfolio of high quality fixed-income securities of U.S. and foreign issuers
and through transactions in foreign currencies. High quality securities are
defined as securities which have ratings of at least AA by S&P or Aa by Moody's
("High Quality Ratings") or, if unrated, determined by the Portfolio's
Subadviser, GSAM-International, to be of comparable credit quality. There can be
no assurance that the Portfolio will be successful in achieving its investment
objective.

Under normal circumstances, the Portfolio will seek to meet its investment
objective by pursuing investment opportunities in foreign and domestic
fixed-income securities markets and by engaging in currency transactions to
enhance returns and for the purpose of hedging its investments.

In selecting securities for the Portfolio, GSAM-International will consider
such factors as the security's duration, sector and credit quality rating as
well as the security's yield and prospects for capital appreciation. It is
expected that the Portfolio will use currency transactions both to enhance
returns for a given level of risk and to hedge its exposure to foreign
currencies. While the Portfolio will have both long and short currency
positions, neither its net long foreign currency exposure nor its net short
foreign currency exposure will exceed the value of the Portfolio's total assets.

Under normal circumstances, the Portfolio will maintain a dollar-weighted
average duration of not more than 7.5 years. However, the Portfolio is not
subject to any limitation with respect to the average maturity of its Portfolio
or the individual securities in which the Portfolio may invest. Duration
represents the weighted average maturity of expected cash flows on a debt
obligation, discounted to present value. Maturity measures only the time until
final payment is due on a bond or other debt security; it takes no account of
the pattern of a security's cash flows over time. In computing the duration of
its portfolio, the Subadviser will have to estimate the duration of debt
obligations that are subject to prepayment or redemption by the issuer.

The Portfolio may use various techniques to shorten or lengthen the
dollar-weighted average duration of its portfolio, including the acquisition of
debt obligations at a premium or discount, transactions in options, futures
contracts, options on futures and interest-rate swaps, caps and floors. The
Portfolio may also invest in mortgage-related securities and enter into
dollar-rolls.

It is expected that the Portfolio will employ certain active currency and
interest-rate management techniques involving risks different from those
associated with investing solely in dollar-denominated fixed-income securities
of U.S. issuers. Such active management techniques include transactions in
options (including yield curve options), futures and options on futures, forward
foreign currency exchange contracts, currency options and futures, currency and
interest-rate swaps and floors, caps and collars. The aggregate amount of the
Portfolio's net currency exposure will not exceed its total asset value.
However, to the extent that the Portfolio is fully invested in fixed-income
securities while also maintaining currency positions, it may be exposed to
greater combined risk. The Portfolio's net currency positions may expose it to
risks independent of its securities positions.

7
<PAGE> 10

The fixed-income securities in which the Portfolio may invest include: (i)
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities and custodial receipts thereof; (ii) securities issued or
guaranteed by a foreign government or any of its political subdivisions,
authorities, agencies or instrumentalities or by multiple governmental entities
(i.e., international organizations designated or supported by governmental
entities to promote economic reconstruction or development, such as the World
Bank) rated A or better by S&P or Moody's or, if unrated, determined by the
Adviser or the Subadviser to be of comparable credit quality, provided that the
obligations are denominated in the issuers own currency; (iii) corporate debt
securities having at least one high quality rating or, if unrated, determined by
the subadviser to be of comparable credit quality; (iv) certificates of deposit
and bankers' acceptances issued or guaranteed by, or time deposits maintained
at, banks (including U.S. or foreign branches of U.S. banks or U.S. or foreign
branches of foreign banks) having total assets of more than $1 billion and
determined by the Adviser or Subadviser to be of comparable credit quality to
securities with a high quality rating; (v) commercial paper rated A-1 or better
by S&P, P-1 or better by Moody's, Fitch-1 or better by Fitch, or Duff 1 or
better by Duff & Phelps or, if not rated, issued by U.S. or foreign companies
having outstanding debt securities with a high quality rating and determined by
the Subadviser to be of comparable credit quality to securities with a high
quality rating; and (vi) mortgage-related and asset-backed securities having at
least one high quality rating, or, if unrated, determined by the Subadviser to
be of comparable credit quality to securities with a high quality rating.

Although the Portfolio may invest in securities satisfying the minimum
credit quality criteria prescribed above, the Portfolio generally intends to
invest at least 50% of its net assets in securities having the highest
applicable credit quality rating and unrated securities determined by the
Subadviser at the time of investment to be of comparable credit quality to
securities with the highest applicable credit quality rating. Currently, most of
the foreign securities that meet the Portfolio's credit quality standards are
likely to be securities issued by foreign governments. The debt securities in
which the Portfolio will invest may have fixed, variable or floating interest
rates.

The Portfolio will, under normal market conditions, have at least 30% of
its total assets, adjusted to reflect the Portfolio's net exposure after giving
effect to currency transactions and positions, denominated in U.S. dollars. The
Portfolio may, for temporary defensive purposes (such as when instability or
unfavorable conditions exist in foreign countries), invest 100% of its total
assets in dollar-denominated securities or securities of U.S. issuers.

Because the securities markets in each of Canada, Germany, Japan and the
United Kingdom are highly developed, liquid and subject to extensive regulation,
the Global Bond Portfolio may invest up to 35% of its total assets in the
securities of corporate and government issuers located in any of one of such
countries. Concentration of the Portfolio's investments in such issuers will
subject the Portfolio to the risks of adverse social, political or economic
events which may occur in those countries.

Investment in foreign securities involves special risks. See "Description
of Securities and Investment Techniques -- Risks and Considerations Applicable
to Investment in Securities of Foreign Issuers."

HIGH-YIELD BOND PORTFOLIO

The primary investment objective of the High-Yield Bond Portfolio is a high
level of current income; its secondary investment objective is capital
appreciation.

Under normal market conditions the Portfolio will be invested substantially
in long-term (over 10 years to maturity) and intermediate-term (3 to 10 years to
maturity) fixed-income securities, with emphasis on higher-yielding,
higher-risk, lower-rated or unrated corporate bonds. These "high-yield" bonds
typically are subject to greater market fluctuations and risk of loss of income
and principal due to default by the issuer than are investments in
lower-yielding, higher-rated bonds.

High-yield, high-risk bonds generally include any bonds that are rated Ba
or below by Moody's or BB or below by S&P or that are unrated but considered by
the Adviser to be of equivalent credit quality. Bonds rated Ba or BB or below
are considered speculative. The Portfolio may invest without limitation in bonds
rated as low as Ca by Moody's or C by S&P (or unrated but considered by the
Adviser of equivalent quality). In addition, the Portfolio may invest up to 10%
of its total assets in bonds rated C by Moody's or D by S&P (or unrated but
considered by the Adviser of equivalent quality). High-yield bonds are riskier
than lower-yielding, higher-rated bonds. See "Description of Securities and
Investment Techniques -- Corporate Debt Instruments -- Lower Grade" and
"Description of Securities and Investment Techniques -- Risk Factors Relating to
High-Yield Bonds" for a more detailed description of these securities.

8
<PAGE> 11

In pursuing its secondary investment objective of capital appreciation, the
Portfolio may purchase high-yield bonds that are expected by the Adviser to
increase in value due to improvements in their credit quality or ratings or
anticipated declines in interest rates. In addition, the Portfolio may invest
for this purpose up to 25% of its assets in equity securities, such as common
stocks, or other securities having common stock characteristics. Securities
designated as having "common stock" characteristics include, but are not limited
to, securities convertible into or exchangeable for common stock. Such
securities normally will be purchased as part of a unit with fixed-income
securities or when an unusual opportunity for capital appreciation is perceived
due to anticipated improvement in the issuer's credit quality or ratings. The
Portfolio also may purchase or hold warrants or rights.

Treating high current income as its primary investment objective means that
the Portfolio may forego opportunities that would result in capital gains and
may accept prudent risks to capital value, in each case to take advantage of
opportunities for higher current income.

Up to 25% of the Portfolio's assets may be invested in securities of
foreign issuers, which are generally denominated in currencies other than the
U.S. dollar. The Portfolio also has the ability to hold a portion of its assets
in foreign currencies and to enter into forward foreign currency exchange
contracts, currency options, currency and financial futures contracts, and
options on such futures contracts. The Portfolio may enter into repurchase
agreements and firm commitment agreements and may purchase securities on a
when-issued basis. Investment in foreign securities also involves special risks.
See "Description of Securities and Investment Techniques -- Risks and
Considerations Applicable to Investment in Securities of Foreign Issuers."

Under normal market conditions, the Portfolio will invest at least 65% of
its total assets in high-yield bonds as described above. Subject to this
requirement the Portfolio may maintain assets in cash or cash equivalents,
including commercial bank obligations (certificates of deposit; bankers'
acceptances, which are time drafts on a commercial bank for which the bank
accepts an irrevocable obligation to pay at maturity; and demand or time
deposits), commercial paper (short-term notes issued by corporations or
governmental bodies) and obligations issued or guaranteed by the U.S.
government.

WORLDWIDE HIGH INCOME PORTFOLIO

The investment objective of the Worldwide High Income Portfolio is high
current income and, secondarily, capital appreciation, by investing primarily in
a portfolio of high yielding fixed-income securities of issuers located
throughout the world. The Portfolio seeks to achieve its investment objective by
allocating its assets among any or all of three investment sectors: U.S.
corporate lower-rated and unrated debt securities, emerging country debt
securities and global fixed-income securities offering high real yields. The
types of securities in each of these investment sectors in which the Portfolio
may invest are described below. In selecting U.S. corporate lower-rated and
unrated debt securities for the Portfolio, the Subadviser will consider, among
other things, the price of the security, and the financial history, condition,
prospects and management of an issuer. The Subadviser intends to invest a
portion of the Portfolio's assets in emerging country debt securities that
provide a high level of current income, while at the same time holding the
potential for capital appreciation if the perceived creditworthiness of the
issuers improves due to improving economic, financial, political, social or
other conditions in the country in which the issuer is located. In addition, the
Subadviser will attempt to invest a portion of the Portfolio's assets in
fixed-income securities of issuers in global fixed-income markets displaying
high real (inflation adjusted) yields. Under normal conditions, the Portfolio
intends to invest between 80% and 100% of its total assets in some or all of
three categories of higher-yielding securities, some of which may entail
increased credit and market risk. See "Risk Factors Relating to High-Yield
Bonds" and "Risks and Considerations Applicable to Investment in Securities of
Foreign Issuers" under "Description of Securities and Investment Techniques."

The Subadviser's approach to multi-currency fixed-income management is
strategic and value-based and designed to produce an attractive real rate of
return. The Subadviser's assessment of the bond markets and currencies is based
on an analysis of real interest rates. Current nominal yields of securities are
adjusted for inflation prevailing in each currency sector using an analysis of
past and projected inflation rates. The Portfolio's aim is to invest in bond
markets which offer the most attractive real returns relative to inflation.

From time to time, a portion of the Portfolio's investments, which may be
up to 100% of its investments, may be considered to have credit quality below
investment grade as determined by internationally recognized credit rating
agency organizations, such as Moody's and S&P, or be unrated but determined to
be of comparable quality by the Subadviser. Such lower-rated bonds are commonly
referred to as "junk bonds." Securities in such lower rating categories may have
predominantly speculative characteristics or may be in default. See "Description
of Securities

9
<PAGE> 12

and Investment Techniques -- Corporate Debt Instruments -- Lower Grade" for a
description of Moody's and S&P's corporate bond ratings. Ratings represent the
opinion of rating agencies as to the quality of bonds and other debt securities
they undertake to rate at the time of issuance. However, ratings are not
absolute standards of quality and may not reflect changes in an issuer's
creditworthiness. Accordingly, while the Subadviser will consider ratings, it
will perform its own analysis and will not rely principally on ratings. Emerging
country debt securities in which the Portfolio may invest will be subject to
high risk and will not be required to meet a minimum rating standard and may not
be rated for creditworthiness by any internationally recognized credit rating
organization. The Portfolio's investments in U.S. corporate lower-rated and
unrated debt securities and emerging country debt securities are expected to be
rated in the lower and lowest rating categories of internationally recognized
credit rating organizations or to be unrated securities of comparable quality.
Ratings of a foreign debt instrument, to the extent that those ratings are
undertaken, are related to evaluations of the country in which the issuer of the
instrument is located. Ratings generally take into account the currency in which
a foreign debt instrument is denominated; instruments issued by a foreign
government in other than the local currency, for example, typically have a lower
rating than local currency instruments due to the existence of an additional
risk that the government will be unable to obtain the required foreign currency
to service its foreign currency-denominated debt. In general, the ratings of
debt securities or obligations issued by a foreign public or private entity will
not be higher than the rating of the currency or the foreign currency debt of
the central government of the country in which the issuer is located, regardless
of the intrinsic creditworthiness of the issuer. To mitigate the risks
associated with investment in such lower-rated securities, the Portfolio will
diversify its holdings by market, issuer, industry and credit quality.

The Portfolio may invest in or own securities of companies in various
stages of financial restructuring, bankruptcy or reorganization which are not
currently paying interest or dividends, provided that the total value at the
time of purchase, of all such securities will not exceed 10% of the value of the
Portfolio's total assets. The Portfolio may have limited recourse in the event
of default on such debt instruments. The Portfolio may invest in loans,
assignments of loans and participation in loans. See "Description of Securities
and Investment Techniques -- Loan Participations and Assignments." The Portfolio
may also invest in depository receipts issued by U.S. or foreign financial
institutions. See "Description of Securities and Investment
Techniques -- Depository Receipts."

The Portfolio is not restricted in the portion of its assets which may be
invested in securities denominated in a particular currency and a substantial
portion of its assets may be invested in non-U.S. dollar-denominated securities.
The portion of the Portfolio's assets invested in securities denominated in
currencies other than the U.S. dollar will vary depending on market conditions.
The analysis of currencies is made independent of the analysis of markets. Value
in foreign exchange is determined by relative purchasing power parity of a given
currency. The Portfolio seeks to invest in currencies currently undervalued
based on purchasing power parity. The Subadviser analyzes current account and
capital account performance and real interest rates to adjust for short-term
currency flows. Although the Portfolio is permitted to engage in a wide variety
of investment practices designed to hedge against currency exchange rate risks
with respect to its holdings of non-U.S. dollar-denominated debt securities, the
Portfolio may be limited in its ability to hedge against these risks. See
"Foreign Currency Transactions" and "Short Sales" under "Description of
Securities and Investment Techniques." The Portfolio may also write (i.e., sell)
covered call options and may enter into futures contracts and options on futures
and sell indexed financial futures contracts. See "Futures Contracts and Options
Thereon" and "Options on Securities and Securities Indices" under "Description
of Securities and Investment Techniques."

The Portfolio may invest in zero coupon, pay-in-kind or deferred payment
securities and in securities that may be collateralized by zero coupon
securities (such as Brady Bonds which are described below). Zero Coupon
securities are sold at a discount to par value and are not entitled to interest
payments during the life of the security. Upon maturity, the holder is entitled
to receive the par value of the security. While interest payments are not made
on such securities, holders of such securities are deemed to receive "phantom
income," which the Portfolio will accrue prior to the receipt of any cash
payments. Pay-in-kind securities are securities that have interest payable by
delivery of additional securities. Upon maturity, the holder is entitled to
receive the aggregate par value of the securities. Deferred payment securities
are securities that remain zero coupon securities until a predetermined date, at
which time the stated coupon rate becomes effective and interest becomes payable
at regular intervals. Zero coupon, pay-in-kind and deferred payment securities
may be subject to greater fluctuation in value and lesser liquidity in the event
of adverse market conditions than comparably rated securities paying cash
interest at regular interest payment periods.

The Portfolio is authorized to borrow up to 33 1/3% of its total assets
(including the amount borrowed), less all liabilities and indebtedness other
than the borrowing, for investment purposes to increase the opportunity for
greater

10
<PAGE> 13

return and for payment of dividends. Such borrowings would constitute leverage,
which is a speculative characteristic. Leveraging will magnify declines as well
as increases in the net asset value of the Portfolio's shares and in the yield
on the Portfolio's investments. See "Description of Securities and Investment
Techniques -- Borrowing and Other Forms of Leverage."

The average time to maturity of the Portfolio's securities will vary
depending upon the Subadviser's perception of market conditions. The Subadviser
invests in medium-term securities (i.e., those with a remaining maturity of
approximately five years) in a market neutral environment. When the Subadviser
believes that real yields are high, the Subadviser lengthens the remaining
maturities of securities held by the Portfolio and, conversely, when the
Subadviser believes real yields are low, it shortens the remaining maturities.
Thus, the Portfolio is not subject to any restrictions on the maturities of the
debt securities it holds, and the Subadviser may vary the average maturity of
the securities held in the Portfolio without limit.

The Portfolio may, to a limited extent, invest in non-publicly traded
securities, private placements and restricted securities. See "Description of
Securities and Investment Techniques -- Non-Publicly Traded Securities, Private
Placements and Restricted Securities."

For temporary defensive purposes, the Portfolio may invest part or all of
its total assets in cash or in short-term securities, including certificates of
deposit, commercial paper, notes, obligations issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities, and repurchase
agreements involving such government securities.

U.S. Corporate High Yield Fixed-Income Securities -- A portion of the
Worldwide High Income Portfolio's assets will be invested in U.S. corporate high
yield fixed-income securities, which offer a yield above that generally
available on U.S. corporate debt securities in the four highest rating
categories of the recognized rating services and are commonly referred to as
"junk bonds." The Portfolio may buy unrated securities that the Subadviser
believes are comparable to rated securities that are consistent with the
Portfolio's objective and policies. The Portfolio may acquire fixed-income
securities of U.S. issuers, including debt obligations (e.g., bonds, debentures,
notes, equipment lease certificates, equipment trust certificates, conditional
sales contracts, commercial paper and obligations issued or guaranteed by the
U.S. government or any of its political subdivisions, agencies or
instrumentalities) and preferred stock. These fixed-income securities may have
equity features, such as conversion rights or warrants, and the Portfolio may
invest up to 10% of its total assets in equity securities other than preferred
stock (e.g., common stocks, warrants and rights and limited partnership
interests). The Portfolio may not invest more than 5% of its total assets at the
time of acquisition in either of (1) equipment lease certificates, equipment
trust certificates, equipment trust certificates and conditional sales contracts
or (2) limited partnership interests.

Emerging Country Fixed-Income Securities -- A portion of the Worldwide High
Income Portfolio's assets will be invested in emerging country fixed-income
securities, which are debt securities of government and government-related
issuers located in emerging countries (including participations in loans between
governments and financial institutions), and of entities organized to
restructure outstanding debt of such issuers and debt securities of corporate
issuers located in or organized under the laws of emerging countries. As used
with respect to this Portfolio, an emerging country is any country that the
International Bank for Reconstruction and Development (more commonly known as
the World Bank) has determined to have a low or middle income economy. There are
currently over 130 countries which are considered to be emerging countries,
approximately 40 of which currently have established securities markets. The
countries generally include every nation in the world except the United States,
Canada, Japan, Australia, New Zealand and most nations located in Western
Europe.

11
<PAGE> 14

In selecting emerging country debt securities for investment by the
Portfolio, the Subadviser will apply a market risk analysis contemplating
assessment of factors such as liquidity, volatility, tax implications, interest
rate sensitivity, counterparty risks and technical market considerations.
Currently, investing in many emerging country securities is not feasible or may
involve unacceptable political risks. Initially, the Portfolio expects that its
investments in emerging country debt securities will be made primarily in some
or all of the following emerging countries:

<TABLE>
<S> <C> <C>
Argentina Indonesia Poland
Brazil Malaysia Portugal
Chile Mexico South Africa
Czech Republic Morocco Thailand
Egypt Pakistan Turkey
Greece Peru Uruguay
Hungary Philippines Venezuela
</TABLE>

As opportunities to invest in debt securities in other emerging countries
develop, the Portfolio expects to expand and further diversify the emerging
countries in which it invests. While the Portfolio generally is not restricted
in the portion of its assets which may be invested in a single country or
region, it is anticipated that, under normal circumstances, the Portfolio's
assets will be invested in at least three countries.

The Portfolio's investments in government and government-related and
restructured debt securities will consist of (i) debt securities or obligations
issued or guaranteed by governments, governmental agencies or instrumentalities
and political subdivisions located in emerging countries (including
participation in loans between governments and financial institutions), (ii)
debt securities or obligations issued by government owned, controlled or
sponsored entities located in emerging countries, and (iii) interests in issuers
organized and operated for the purpose of restructuring the investment
characteristics of instruments issued by any of the entities described above.
Such type of restructuring involves the deposit with or purchase by an entity of
specific instruments and the issuance by that entity of one or more classes of
securities backed by, or representing an interest in, the underlying
instruments. Certain issuers of such structured securities may be deemed to be
"investment companies" as defined in the 1940 Act. As a result, the Portfolio's
investment in such securities may be limited by certain investment restrictions
contained in the 1940 Act.

The Portfolio's investments in debt securities of corporate issuers in
emerging countries may include debt securities or obligations issued (i) by
banks located in emerging countries or by branches of emerging country banks
located outside the country or (ii) by companies organized under the laws of an
emerging country. Determinations as to eligibility will be made by the
Subadviser based on publicly available information and inquiries made to the
issuer. The Portfolio may also invest in certain 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 restructuring under a plan introduced by former U.S. Secretary of the
Treasury Nicholas F. Brady.

Emerging country debt securities held by the Portfolio will take the form
of bonds, notes, bills, debentures, convertible securities, warrants, bank debt
obligations, short-term paper, mortgage-backed and other asset-backed
securities, loan participations, loan assignments and interests issued by
entities organized and operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging country issuers. U.S.
dollar-denominated emerging country debt securities held by the Portfolio will
generally be listed but not traded on a securities exchange, and non-U.S.
dollar-denominated securities held by the Portfolio may or may not be listed or
traded on a securities exchange. The Portfolio may invest in mortgage-backed
securities and in other asset-backed securities issued by non-governmental
entities such as banks and other financial institutions. Mortgage-backed
securities include mortgage pass-through securities and collateralized mortgage
obligations. Asset-backed securities are collateralized by such assets as
automobile or credit card receivables and are securitized either in a
pass-through structure or in a pay-through structure similar to a Collateralized
Mortgage Obligation.

Investments in emerging country debt securities entail special investment
risks. Many of the emerging countries listed above may have less stable
political environments than more developed countries. Also, it may be more
difficult to obtain a judgement in a court outside the United States.

Global Fixed-Income Securities -- The global fixed-income securities in
which a portion of the Worldwide High Income Portfolio's assets may be invested
are debt securities denominated in currencies of countries displaying high real
yields. Such securities include government obligations issued or guaranteed by
U.S. or foreign governments and

12
<PAGE> 15

their political subdivisions, authorities, agencies or instrumentalities, and by
supranational entities (such as the World Bank, The European Economic Community,
The Asian Development Bank and the European Coal and Steel Community),
Eurobonds, and corporate bonds with varying maturities denominated in various
currencies. In this portion of the Portfolio, the Subadviser seeks to minimize
investment risk by investing in a high quality portfolio of debt securities, the
majority of which will be rated in one of the two highest rating categories by a
nationally recognized statistical rating organization or, if unrated, will be of
comparable quality, as determined by the Subadviser. U.S. government securities
in which the Portfolio may invest include obligations issued or guaranteed by
the U.S. government, such as U.S. Treasury securities, as well as those backed
by the full faith and credit of the United States, such as obligations of the
Government National Mortgage Association and The Export-Import Bank. The
Portfolio may also invest in obligations issued or guaranteed by U.S. government
agencies or instrumentalities where the Portfolio must look principally to the
issuing or guaranteeing agency for ultimate repayment. The Portfolio may invest
in obligations issued or guaranteed by foreign governments and their political
subdivisions, authorities, agencies or instrumentalities, and by supranational
entities (such as the World Bank, The European Economic Community, The Asian
Development Bank and the European Coal and Steel Community). Investment in
foreign government securities for this portion of the Portfolio will be limited
to those of developed nations which the Subadviser believes to pose limited
credit risk. These countries currently include Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, Luxembourg,
the Netherlands, New Zealand, Norway, Portugal, Spain, Sweden, Switzerland and
The United Kingdom. Corporate and supranational obligations selected for this
portion of the portfolio will be limited to those rated A or better by Moody's,
S&P or IBCA Ltd. or, if unrated, determined to be of comparable quality by the
Subadviser.

In selecting securities for this portion of the Portfolio, the Subadviser
evaluates the currency, market and individual features of the securities being
considered for investment. The Subadviser believes that countries displaying the
highest real yields will over time generate a high total return, and
accordingly, the Subadviser's focus for this portion of the Portfolio will be to
analyze the relative rates of real yield of twenty global fixed-income markets.
In selecting securities, the Subadviser will first identify the global markets
in which the Portfolio's assets will be invested by ranking such countries in
order of highest real yield. In this portion of its portfolio, the Portfolio
will invest its assets primarily in fixed-income securities denominated in the
currencies of countries within the top quartile of the Subadviser's ranking.

The Subadviser's assessment of the global fixed-income markets is based on
an analysis of real interest rates. The Subadviser calculates real yield for
each global market by adjusting current nominal yields of securities in each
such market for inflation prevailing in each country using an analysis of past
and projected (one-year) inflation rates for that country. The Subadviser
expects to review and update on a regular basis its real yield ranking of
countries and market sectors and to alter the allocation of this portion of the
Portfolio's investments among markets as necessary when changes to real yields
and inflation estimates significantly alter the relative rankings of the
countries and market sectors.

BALANCED/PHOENIX INVESTMENT COUNSEL PORTFOLIO

The Balanced/Phoenix Investment Counsel Portfolio seeks as its investment
objectives reasonable income, long-term capital growth and conservation of
capital. The Portfolio intends to invest based on combined considerations of
risk, income, capital enhancement and protection of capital value.

The Portfolio may invest in any type or class of security. Under normal
circumstances, the Portfolio will invest in common stocks and fixed-income
securities; however, it may also invest in securities convertible into common
stocks. At least 25% of the value of the Portfolio's assets will be invested in
fixed-income senior securities. The Portfolio may also engage in certain options
transactions and enter into financial futures contracts and related options for
hedging purposes, and may invest in zero coupon debt obligations.
Notwithstanding the foregoing, for temporary defensive purposes, the Portfolio
may actively pursue a policy of retaining cash or investing part or all of its
assets in cash equivalents, such as government securities and high quality
commercial paper. See "Description of Securities and Investment Techniques" for
a full discussion of the types of securities in which the Portfolio may invest.

The Portfolio may invest up to 25% of the value of the Portfolio's total
assets in securities of foreign issuers, including emerging market securities
and those issued by foreign branches of U.S. banks. Such foreign investments may
involve a higher degree of risk than investments in domestic issuers. Foreign
securities are often denominated in foreign currencies, which means that their
value will be affected by changes in exchange rates, as well as other

13
<PAGE> 16

factors that affect securities prices. Investment in foreign securities involves
special risks. See "Description of Securities and Investment Techniques -- Risks
and Considerations Applicable to Investment in Securities of Foreign Issuers."

With respect to investment in fixed-income securities, the Portfolio
intends to emphasize investments in investment grade fixed-income securities
which are rated within the four highest categories by recognized rating agencies
such as Moody's, S&P, Duff & Phelps or Fitch. However, the Portfolio may invest
in lower- or non-rated fixed-income securities, but will not invest more than
35% of its net assets, determined at the time of investment, in high-yield,
high-risk fixed-income securities. A fixed-income securities issue may have its
ratings reduced below the minimum permitted for purchase by the Portfolio. In
that event, the Subadviser will determine whether the Portfolio should continue
to hold such security. If, in the Subadviser's opinion, market conditions
warrant, the Portfolio may, from time-to-time, increase its position in lower-
and non-rated securities. Investment in lower-rated and unrated fixed-income
securities involves certain risks not attendant to higher rated securities. See
"Description of Securities and Investment Techniques -- Corporate Debt
Instruments and Risk Factors Relating to High-Yield Bonds" for a full discussion
of below investment grade fixed-income securities and the risks associated
therewith.

ASSET ALLOCATION PORTFOLIO

The investment objective of the Asset Allocation Portfolio is high total
return (including income and capital gains) consistent with preservation of
capital over the long-term. The Asset Allocation Portfolio seeks to achieve its
objectives by investing in a diversified portfolio that can include common
stocks and other securities having common stock characteristics, bonds and other
intermediate and long-term fixed-income securities, including mortgage-related
and asset-backed securities, and money market instruments (debt securities
maturing in one year or less). Securities designated as having "common stock"
characteristics include, but are not limited to, securities convertible into or
exchangeable for common stock.

The subadviser of the Asset Allocation Portfolio, GSAM, will determine the
relative mix of equities, fixed-income securities and money market instruments
for the portfolio based on its view of long-term economic and market trends
under the relative risks and opportunities for long-term total return of the
different classes of assets. Under normal conditions, the Subadviser expects
(but is not required) to maintain an investment mix falling within the following
ranges: 40% to 80% in equities; 20% to 50% in fixed-income securities; and 0% to
40% in money market instruments. The Subadviser may make frequent shifts within
these broad ranges whenever, in the Subadviser's judgment, market or economic
changes warrant a reallocation. The Subadviser intends in normal situations to
make any shifts in the Portfolio's asset allocation gradually over time based on
its views of long-term trends and conditions.

The Asset Allocation Portfolio may invest in securities of foreign issuers
(which are generally denominated in currencies other than the U.S. dollar),
although there is no requirement that the Portfolio maintain investments in
foreign issuers. See "Description of Securities and Investment
Techniques -- Risks and Considerations Applicable to Investment in Securities of
Foreign Issuers." The Portfolio also has the ability to hold a portion of its
assets in foreign currencies and to enter into forward foreign currency exchange
contracts, currency options, currency swaps, currency and financial futures
contracts, and options on such futures contracts.

The Portfolio's fixed-income investments will consist primarily of
"investment grade" bonds; that is, bonds that are rated BBB or better by S&P or
Baa or better by Moody's or that are unrated but considered by the Subadviser to
be of equivalent credit quality. Up to 25% of the Portfolio's fixed-income
assets may be invested in securities that are below investment grade as defined
above, including securities rated as low as CC by S&P or Ca by Moody's.
Securities rated BBB or below by S&P or Baa or below by Moody's are considered
to have speculative characteristics. For a more detailed description of the
risks involved with these securities, see "Description of Securities and
Investment Techniques -- Corporate Debt Instruments -- Lower Grade." The
Portfolio's investments in foreign fixed-income securities will be concentrated
in securities issued or guaranteed as to principal and interest by foreign
governments or their agencies and instrumentalities or by multinational
agencies.

The Asset Allocation Portfolio may enter into repurchase agreements and
firm commitment agreements, and may purchase when-issued securities. The
Portfolio may also engage in interest-rate swaps, mortgage swaps, transactions
involving interest-rate caps, floors and collars, dollar rolls and securities
lending.

14
<PAGE> 17

GROWTH-INCOME PORTFOLIO

The Growth-Income Portfolio seeks growth of capital and income. In the
selection of securities for investment, the possibilities of appreciation and
potential dividends are given more weight than current yield. Ordinarily, the
assets of the Growth-Income Portfolio consist principally of a diversified group
of common stocks, but other types of securities, including preferred stocks,
corporate bonds and convertible bonds, may be held when deemed advisable. The
Subadviser of the Growth-Income Portfolio, Alliance, determines the relative
amounts to be invested in common stocks, preferred stocks, bonds (including
corporate and convertible), securities of the U.S. government, its agencies and
instrumentalities, cash and cash equivalents (such as commercial bank and
savings association obligations, commercial paper and short-term corporate bonds
and notes) and repurchase agreements. See "Description of Securities and
Investment Techniques."

ALLIANCE GROWTH PORTFOLIO
GROWTH/PHOENIX INVESTMENT COUNSEL PORTFOLIO
PROVIDENT GROWTH PORTFOLIO

The three Growth Portfolios have the same investment objectives, policies
and restrictions and differ only as to subadvisers. The investment objective of
each Portfolio is to seek long-term growth of capital. Whatever current income
is generated by the Portfolio is incidental to the objective of capital growth.
Each Portfolio's objective of capital growth is sought by investing primarily in
common stocks or securities with common stock characteristics. Securities
designated as having "common stock" characteristics include, but are not limited
to, securities convertible into or exchangeable for common stock. The potential
for appreciation of capital is the basis for investment decisions. Each
Portfolio's Subadviser considers the factors that it believes affect potential
for capital appreciation, including an issuer's current and projected revenue,
earnings, cash flow and assets, as well as general market conditions. When the
outlook for common stocks is not considered promising, for temporary defensive
purposes, a substantial portion of the assets may be invested in securities of
the U.S. government, its agencies and instrumentalities, cash and cash
equivalents (such as commercial bank and savings association obligations,
commercial paper and short-term corporate bonds and notes) and repurchase
agreements. Because the securities purchased by these Portfolios in pursuing
their investment objective are selected for growth potential rather than
production of income, the market values of such securities (and therefore, to a
large extent, the net asset values per share of the Portfolios) will tend to be
more volatile in response to market changes than they would be if income-
producing securities were sought for investment by the Portfolios. Up to 25% of
each Portfolio's total assets may be invested in foreign securities. See
"Description of Securities and Investment Techniques -- Risks and Considerations
Applicable to Investment in Securities of Foreign Issuers" and the Statement of
Additional Information.

VENTURE VALUE PORTFOLIO

The Venture Value Portfolio seeks growth of capital. Under normal
circumstances, the assets of the Portfolio will be invested in securities which
the Subadviser believes have above-average appreciation potential. Usually these
securities are common stocks. Income is not a significant factor in selecting
investments for the Portfolio.

Generally, the portfolio will invest predominantly in equity securities of
companies with market capitalizations of at least $250 million. It also will
invest in issues with smaller capitalizations. Investments will consist of
issues which the Subadviser believes have capital growth potential due to
factors such as undervalued assets or earnings potential, product development
and demand, favorable operating ratios, resources for expansion, management
abilities, reasonableness of market price, and favorable overall business
prospects.

The Portfolio may invest in securities of foreign issuers. Such foreign
investments may involve a higher degree of risk than investments in domestic
issuers. Foreign securities are often denominated in foreign currencies, which
means that their value will be affected by changes in exchange rates, as well as
other factors that affect securities prices.

The Portfolio will generally invest in securities of foreign companies
through trades of individual securities on recognized exchanges and developed
over-the-counter markets, through American Depositary Receipts (ADRs) covering
such securities, and through U.S. registered investment companies primarily
investing in foreign securities. With respect to other registered investment
companies, no such investment may cause more than 10% of the Portfolio's total
assets to be invested in such companies. Such other investment companies usually
have their own management costs or fees and the Portfolio's Subadviser earns its
regular fee on such assets. The operating expense

15
<PAGE> 18

ratio of the Portfolio can be expected to be higher than that of an investment
company investing exclusively in U.S. securities, since the management,
custodial and certain other expenses are expected to be higher.

To help reduce exposure to currency fluctuations, the Portfolio may trade
in forward foreign currency exchange contracts (forward contracts), currency
futures contracts and options thereon and securities indexed to foreign
securities. The Portfolio will use these techniques to lock in an exchange rate
in connection with transactions in securities denominated or traded in foreign
currencies, to hedge the currency risk in foreign securities held by the
Portfolio and to hedge a currency risk involved in an anticipated purchase of
foreign securities. The Portfolio may also utilize cross-hedging, that is,
entering into a hedge transaction in respect to a different foreign currency
than the one in which the Fund trade is to be made or in which a portfolio
security is principally traded. There is no limitation on the amount of assets
that may be committed to currency hedging, however, the Portfolio will not
engage in a futures transaction if it would cause the aggregate of initial
margin deposits and premiums paid on outstanding options on futures contracts to
exceed 5% of the value of total assets (excluding in calculating such 5% any
in-the-money amount of any option). The Portfolio intends to utilize currency
hedging transactions as a tool to reduce currency fluctuation risks due to a
current or anticipated position in foreign securities. The successful use of
currency hedging transactions usually depends on the Subadviser's ability to
forecast interest rate and currency exchange rate movements. Should interest or
exchange rates move in an unexpected manner, the Portfolio may not achieve the
anticipated benefits of futures contracts, options 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, there are no daily
price fluctuation limits with respect to options on currencies and forward
contracts, and adverse market movements could therefore continue to an unlimited
extent over a period of time. In addition, the correlation between movements in
the prices of such instruments and movements in the price of the securities and
currencies hedged or used for cover will not be perfect and could produce
unanticipated losses. Unanticipated changes in currency prices may result in
poorer overall performance for the Portfolio than if it had not entered into
such contracts. In taking a position in an anticipatory hedge, the Portfolio is
required to set aside cash or high grade liquid securities to fully secure the
obligation.

Sometimes a more defensive position may be desirable under certain economic
or financial circumstances. At these times, the Portfolio may without limitation
hold assets in cash and cash equivalents, including repurchase agreements, or in
fixed-income or other defensive securities rather than in securities selected
for appreciation potential. The Portfolio may also have such holdings
temporarily for the purpose of managing exceptional in-flows and out-flows of
cash.

The Portfolio may also engage in other types of investment practices,
including, but not limited to, investment in illiquid securities and lending of
portfolio securities. See "Description of Securities and Investment Techniques"
for a description of these investment techniques and a discussion of the other
techniques in which the Portfolio may engage.

GLOBAL EQUITIES PORTFOLIO

The investment objective of the Global Equities Portfolio is to achieve
long-term growth of capital through investment primarily in common stocks or
securities of U.S. and foreign issuers with common stock characteristics and
through transactions in foreign currencies. Securities designated as having
"common stock" characteristics include, but are not limited to, securities
convertible into or exchangeable for common stock. A major premise of the
Portfolio's investment approach is the belief that economic and political
developments have helped to create new opportunities worldwide.

The assets of the Portfolio will be invested with geographic flexibility.
Under normal market conditions, the Portfolio will invest at least 50% of its
assets in equity securities of issuers domiciled outside the U.S. However, for
temporary defensive purposes, it may invest up to 100% of its assets in
dollar-denominated securities or securities of U.S. issuers. The Portfolio's
subadviser, Alliance, seeks to identify those companies, both domestic and
foreign, likely to benefit from long-term trends and shifting trade patterns as
they develop in the global economy. Alliance currently does not intend to invest
more than 20% of the Portfolio's total assets in issuers domiciled in, or
governments of, developing countries.

16
<PAGE> 19

When prevailing market, economic, political or currency conditions warrant,
the Portfolio may purchase fixed-income securities (including securities of
governments other than the U.S., which may be securities of either national,
regional or local governments). For temporary defensive purposes, the Portfolio
may at times maintain all or any part of its assets in U.S. dollar-denominated
or foreign currency-denominated cash or cash equivalents (including U.S.
government securities, foreign government securities, certificates of deposit,
time deposits, commercial paper, bankers' acceptances and other high quality
short-term debt securities).

It is expected that the Portfolio will use currency transactions and
financial index futures both to enhance returns for a given level of risk and to
hedge its exposure to foreign currencies and local market conditions. While the
Portfolio will have both long and short currency positions, neither its net long
foreign currency exposure nor its net short foreign currency exposure will
exceed the value of the Portfolio's total assets. See "Description of Securities
and Investment Techniques -- Risks and Considerations Applicable to Investment
in Securities of Foreign Issuers" and the Statement of Additional Information.

INTERNATIONAL DIVERSIFIED EQUITIES PORTFOLIO

The investment objective of the International Diversified Equities
Portfolio is to provide long-term capital appreciation by investing in
accordance with country weightings determined by the Subadviser in common stocks
of foreign issuers which, in the aggregate, replicate broad country indices. The
Subadviser utilizes a top-down approach in selecting investments for the
Portfolio that emphasizes country selection and weighting rather than individual
stock selection. This approach reflects the Subadviser's philosophy that a
diversified selection of securities representing exposure to world markets,
based upon the economic outlook and current valuation levels for each country,
is an effective way to maximize the return and minimize the risk associated with
international investment.

The Subadviser determines country allocations for the Portfolio on an
ongoing basis within policy ranges dictated by each country's market
capitalization and liquidity. The Portfolio will invest in the industrialized
countries throughout the world that comprise the Morgan Stanley Capital
International EAFE (Europe, Australia and the Far East) Index. The Portfolio
will also invest in emerging country equity securities. As used with respect to
this Portfolio, the term "emerging country" applies to any country which, in the
opinion of the Subadviser, is generally considered to be an emerging or
developing country by the international financial community, including the
International Bank for Reconstruction and Development (more commonly known as
the World Bank) and the International Finance Corporation. There are currently
over 130 countries which, in the opinion of the Subadviser, are generally
considered to be emerging or developing countries by the international financial
community, approximately 40 of which currently have stock markets. These
countries generally include every nation in the world except the United States,
Canada, Japan, Australia, New Zealand and most nations located in Western
Europe. Currently, investing in many emerging countries is not feasible or may
involve unacceptable political risks. The Portfolio will focus its investments
on those emerging market countries in which it believes the economies are
developing strongly and in which the markets are becoming more sophisticated.
With respect to the portion of the Portfolio that is invested in emerging
country equity securities, the Portfolio initially intends to invest primarily
in some or all of the following countries:

<TABLE>
<S> <C> <C> <C>
Argentina Indonesia Portugal Thailand
Brazil Mexico South Africa Turkey
India Philippines South Korea
</TABLE>

As markets in other countries develop, the Portfolio expects to expand and
further diversify the emerging countries in which it invests. The Portfolio does
not intend to invest in any security in a country where the currency is not
freely convertible to U.S. dollars, unless the Portfolio has obtained the
necessary governmental licensing to convert such currency or other appropriately
licensed or sanctioned contractual guarantee to protect such investment against
loss of that currency's external value, or the Portfolio has a reasonable
expectation at the time the investment is made that such governmental licensing
or other appropriately licensed or sanctioned guarantee would be obtained or
that the currency in which the security is quoted would be freely convertible at
the time of any proposed sale of the security by the Portfolio.

An emerging country security is one issued by a company that, in the
opinion of the Subadviser, has one or more of the following characteristics: (i)
its principal securities trading market is in an emerging country; (ii) alone or
on a consolidated basis it derives 50% or more of its annual revenue from either
goods produced, sales made or services performed in emerging countries; or (iii)
it is organized under the laws of, and has a principal office in, an

17
<PAGE> 20

emerging country. The Subadviser will base determinations as to eligibility on
publicly available information and inquiries made to the companies. See
"Description of Securities and Investment Techniques -- Risks and Considerations
Applicable to Investment in Securities of Foreign Issuers."

By analyzing a variety of macroeconomic and political factors, the
Subadviser develops fundamental projections on interest rates, currencies,
corporate profits and economic growth for each country. These country
projections are used then to determine what the Subadviser believes to be a fair
value for the stock market of each country. Discrepancies between actual value
and fair value as determined by the Subadviser provide an expected return for
each stock market. The expected return is adjusted by currency return
expectations derived from the Subadviser's purchasing-power parity exchange rate
model to arrive at an expected total return in U.S. dollars. The final country
allocation decision is then arrived at by considering the expected total return
in light of various country specific considerations such as market size,
volatility, liquidity and country risk.

Within a particular country, investments are made through the purchase of
common stocks which, in aggregate, replicate a broad market index, which in most
cases will be the Morgan Stanley Capital International EAFE Index for the given
country. The Subadviser may overweight or underweight an industry segment of a
particular index if it concludes this would be advantageous to the Portfolio.
Common stocks purchased for the Portfolio include common stocks and equivalents,
such as securities convertible into common stocks and securities having common
stock characteristics, such as rights and warrants to purchase common stocks.
Indexation of the Portfolio's stock selection reduces stock-specific risk
through diversification and minimizes transaction costs, which can be
substantial in foreign markets.

Common stocks purchased for the Portfolio normally will be listed on a
major stock exchange in the subject country. The Portfolio will not invest in
the stocks of U.S. issuers. For a description of special considerations and
certain risks associated with investments in foreign issuers, see "Description
of Securities and Investment Techniques -- Risks and Considerations Applicable
to Investment in Securities of Foreign Issuers." The Portfolio may temporarily
reduce its equity holdings in response to adverse market conditions and invest
in domestic, Eurodollar and foreign short-term money market instruments for
defensive purposes.

The Portfolio may also engage in certain options transactions and enter
into financial futures contracts and related options for hedging purposes.

DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES

FIXED-INCOME SECURITIES -- Fixed-income securities are broadly
characterized as those that provide for periodic payments to the holder of the
security at a stated rate. Most fixed-income securities, such as bonds,
represent indebtedness of the issuer and provide for repayment of principal at a
stated time in the future. Others, such as some preferred stocks, do not provide
for repayment of a principal amount, although they may represent a priority over
common stockholders in the event of the issuer's liquidation. Many fixed-income
securities are subject to scheduled retirement, or may be retired or "called" by
the issuer prior to their maturity dates.

The market values of fixed-income securities tend to vary inversely with
the level of interest rates -- when interest rates rise, their values will tend
to decline; when interest rates decline, their values generally will rise. Long-
term instruments are generally more sensitive to these changes than are
short-term instruments. The market value of fixed-income securities and
therefore their yield are also affected by the perceived ability of the issuer
to make timely payments of principal and interest.

U.S. GOVERNMENT SECURITIES -- Securities guaranteed by the U.S. government
include: (1) direct obligations of the U.S. Treasury (such as Treasury bills,
notes and bonds) and (2) federal agency obligations guaranteed as to principal
and interest by the U.S. Treasury (such as Government National Mortgage
Association ("GNMA") certificates and Federal Housing Administration
debentures). For these securities, the payment of principal and interest is
unconditionally guaranteed by the U.S. government. They are of the highest
possible credit quality. These securities are subject to variations in market
value due to fluctuations in interest rates, but if held to maturity, are
guaranteed by the U.S. government to be paid in full.

Securities issued by the U.S. government instrumentalities and certain
federal agencies are neither direct obligations of, nor are they guaranteed by,
the Treasury. However, they involve federal sponsorship in one way or another:
some are backed by specific types of collateral; some are supported by the
issuer's right to borrow from the Treasury; some are supported by the
discretionary authority of the Treasury to purchase certain obligations of the

18
<PAGE> 21

issuer; others are supported only by the credit of the issuing government agency
or instrumentality. These agencies and instrumentalities include, but are not
limited to Federal Land Banks, Farmers Home Administration, Central Bank for
Cooperatives, Federal Intermediate Credit Banks and Federal Home Loan Banks.

CORPORATE DEBT INSTRUMENTS -- These instruments, such as bonds, represent
the obligation of the issuer to repay a principal amount of indebtedness at a
stated time in the future and, in the usual case, to make periodic interim
payments of interest at a stated rate.

Investment Grade -- A designation applied to intermediate and
long-term corporate debt securities rated within the highest four rating
categories assigned by S&P (AAA, AA, A or BBB) or by Moody's (Aaa, Aa, A or
Baa), or, if unrated, considered by the Adviser or Subadviser to be of
comparable quality. The ability of the issuer of an investment grade debt
security to pay interest and to repay principal is considered to vary from
extremely strong (for the highest ratings) through adequate (for the lowest
ratings given above), although the lower-rated investment grade securities
may be viewed as having speculative elements as well.

Lower Grade -- A designation applied to intermediate and long-term
corporate debt securities that are not investment grade; commonly referred
to as "junk bonds". These include bonds rated BB or below by S&P, or Ba or
below by Moody's, or which are unrated but considered by the Adviser or
Subadviser to be of equivalent quality. These securities are considered
speculative.

The High-Yield Bond Portfolio may invest in bonds rated as low as Ca by
Moody's (or C by S&P) and may invest no more than 10% of its total net assets in
bonds rated as low as C by Moody's or D by S&P. The Worldwide High Income
Portfolio may invest in bonds rated as low as C by Moody's or D by S&P without
limitation. The Asset Allocation, Balanced/Phoenix Investment Counsel and Fixed
Income Portfolios may invest in bonds rated as low as Ca by Moody's or CC by
S&P. Bonds rated Ca by Moody's are described as "speculative in a high degree;
often in default or having other marked shortcomings." Bonds rated D by
Moody's -- the lowest rated class -- can be "regarded as having extremely poor
prospects of ever attaining any real investment standing." Bonds rated C by S&P
are of the "highest degree of speculation"; those rated D by that organization
are in default and in arrears. Bonds with other lower grade ratings by Moody's
are described as follows: Ba -- have speculative elements; future cannot be
considered as well assured. 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. Bonds in this class are characterized by uncertainty of
position. 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 -- of poor standing.
Issues may be in default or there may be present elements of danger with respect
to principal or interest. Bonds with other lower grade ratings by S&P are
described as follows: BB, B, CCC, CC -- regarded, on balance, as predominately
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. While this debt will likely have
some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions. C1 -- reserved for
income bonds on which no interest is being paid. See the Statement of Additional
Information for a more complete description of bond ratings.

RISK FACTORS RELATING TO HIGH-YIELD BONDS -- High-yield, high-risk bonds
are subject to greater fluctuations in value than are higher-rated bonds because
the values of high-yield bonds tend to reflect short-term corporate, economic
and market developments and investor perceptions of the issuer's credit quality
to a greater extent. Although under normal market conditions longer-term
securities yield more than shorter-term securities, they are subject to greater
price fluctuations. Fluctuations in the value of a Portfolio's investments will
be reflected in the Portfolio's net asset value per share. The high-yield bond
market is relatively new. Its initial growth paralleled a long economic
expansion, followed by an economic downturn which severely disrupted the market
for high-yield bonds and adversely affected the value of outstanding bonds and
the ability of the issuers to repay principal and interest. The economy may
affect the market for high-yield bonds in a similar fashion in the future
including an increased incidence of defaults on such bonds. From time-to-time,
legislation may be enacted which could have a negative effect on the market for
high-yield bonds.

High-yield bonds present the following risks:

Sensitivity to Interest Rate and Economic Changes -- High-yield,
high-risk bonds are very sensitive to adverse economic changes and
corporate developments. During an economic downturn or substantial period
of rising interest rates, highly leveraged issuers may experience financial
stress that would adversely affect their ability to service their principal
and interest payment obligations, to meet projected business goals and to
obtain

19
<PAGE> 22

additional financing. If the issuer of a bond defaulted on its obligations
to pay interest or principal or entered into bankruptcy proceedings, a
Portfolio may incur losses or expenses in seeking recovery of amounts owed
to it. In addition, periods of economic uncertainty and changes can be
expected to result in increased volatility of market prices (and therefore
yields) of high-yield bonds and the Portfolio's net asset value.

Payment Expectations -- High-yield, high-risk bonds may contain
redemption or call provisions. If an issuer exercised these provisions in a
declining interest-rate market, a Portfolio would have to replace the
security with a lower-yielding security, resulting in a decreased return
for investors. Conversely, a high-yield bond's value will decrease in a
rising interest rate market, as will the value of the Portfolio's assets.
If the Portfolio experiences unexpected net redemptions, this may force it
to sell high-yield bonds without regard to their investment merits, thereby
decreasing the asset base upon which expenses can be spread and possibly
reducing the Portfolio's rate of return.

Liquidity and Valuation -- There may be little trading in the
secondary market for particular bonds, which may affect adversely a
Portfolio's ability to value accurately or dispose of such bonds. Under
such circumstances, the task of accurate valuation becomes more difficult
and judgment would play a greater role due to the relative lack of reliable
and objective data. Adverse publicity and investor perceptions, whether or
not based on fundamental analysis, may decrease the values and liquidity of
high-yield bonds, especially in a thin market.

The Adviser or Subadvisers attempt to reduce these risks through
diversification of the applicable Portfolio and by credit analysis of each
issuer, as well as by monitoring broad economic trends and corporate and
legislative developments. If a high-yield bond previously acquired by a
Portfolio is downgraded, the Adviser or Subadvisers, as appropriate, will
evaluate the security and determine whether to retain or dispose of it.

GNMA CERTIFICATES -- GNMA certificates are mortgage-backed securities
representing part ownership of a pool of mortgage loans on which timely payment
of interest and principal is guaranteed by the full faith and credit of the U.S.
government. GNMA certificates differ from typical bonds because principal is
repaid monthly over the term of the loan rather than returned in a lump sum at
maturity. Because both interest and principal payments (including prepayments)
on the underlying mortgage loans are passed through to the holder of the
certificate, GNMA certificates are called "pass-through" securities.

Although the mortgage loans in the pool have maturities of up to 30 years,
the actual average life of the GNMA certificates typically will be substantially
less because the mortgages are subject to normal principal amortization and may
be prepaid prior to maturity. Prepayment rates vary widely and may be affected
by changes in market interest rates. In periods of falling interest rates, the
rate of prepayment tends to increase, thereby shortening the actual average life
of the GNMA certificates. Conversely, when interest rates are rising, the rate
of prepayment tends to decrease, thereby lengthening the actual average life of
the GNMA certificates. Accordingly, it is not possible to predict accurately the
average life of a particular pool. Reinvestment of prepayments may occur at
higher or lower rates than the original yield on the certificates. Due to the
prepayment feature and the need to reinvest prepayments of principal at current
rates, GNMA certificates can be less effective than typical bonds of similar
maturities at "locking-in" yields during periods of declining interest rates,
although they may have comparable risks of decline in value during periods of
rising interest rates.

FNMA AND FHLMC MORTGAGE-BACKED OBLIGATIONS -- The Federal National Mortgage
Association ("FNMA"), a federally chartered and privately owned corporation,
issues pass-through securities representing an interest in a pool of
conventional mortgage loans. FNMA guarantees the timely payment of principal and
interest but this guarantee is not backed by the full faith and credit of the
U.S. government. The Federal Home Loan Mortgage Corporation ("FHLMC"), a
corporate instrumentality of the United States, issues participation
certificates that represent an interest in a pool of conventional mortgage
loans. FHLMC guarantees the timely payment of interest and the ultimate
collection of principal and maintains reserves to protect holders against losses
due to default, but the certificates are not backed by the full faith and credit
of the U.S. government. As is the case with GNMA certificates, the actual
maturity of and realized yield on particular FNMA and FHLMC pass-through
securities will vary based on the prepayment experience of the underlying pool
of mortgages.

MORTGAGE-RELATED SECURITIES -- The Fixed Income, Global Bond, Asset
Allocation and Balanced/Phoenix Investment Counsel Portfolios may invest in
collateralized mortgage obligations ("CMOs") or mortgage-backed bonds issued by
financial institutions such as commercial banks, savings and loan associations,
mortgage banks and securities broker-dealers (or affiliates of such institutions
established to issue these securities). CMOs are

20
<PAGE> 23

obligations fully collateralized directly or indirectly by a pool of mortgages
on which payments of principal and interest are dedicated to payment of
principal and interest on the CMOs. Payments on the underlying mortgages (both
interest and principal) are passed through to the holders, although not
necessarily on a pro rata basis, on the same schedule as they are received.
Mortgage-backed bonds are general obligations of the issuer fully collateralized
directly or indirectly by a pool of mortgages. The mortgages serve as collateral
for the issuer's payment obligations on the bonds, but interest and principal
payments on the mortgages are not passed through either directly (as with GNMA
certificates and FNMA and FHLMC pass-through securities) or on a modified basis
(as with CMOs). Accordingly, a change in the rate of prepayments on the pool of
mortgages could change the effective maturity of a CMO but not that of a
mortgage-backed bond (although, like many bonds, mortgage-backed bonds may be
callable by the issuer prior to maturity).

The Fixed Income, Global Bond and Asset Allocation Portfolios may also
invest in stripped mortgage-backed securities ("SMBS"), which are derivative
multiclass mortgage securities, provided they are issued or guaranteed by the
U.S. government, its agencies or instrumentalities. SMBS are usually structured
with two classes that receive different proportions of the interest and
principal distributions from a pool of mortgage assets. A common type of SMBS
will have one class receiving all of the interest from the mortgage assets,
while the other class will receive all of the principal. However, in some
instances, one class will receive some of the interest and most of the principal
while the other class will receive most of the interest and the remainder of the
principal. If the underlying mortgage assets experience greater-than-anticipated
prepayments of principal, the Portfolio may fail to fully recoup its initial
investment in these securities. Although the market for such securities is
increasingly liquid, certain SMBS may not be readily marketable and will be
considered illiquid for purposes of the Portfolios' limitation on investments in
illiquid securities. The market value of the class consisting entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. The yields on a class of SMBS that receives all or most of the
interest from mortgage assets are generally higher than prevailing market yields
on other mortgage-backed securities because their cash flow patterns are more
volatile and there is a greater risk that the initial investment will not be
fully recouped.

ASSET-BACKED SECURITIES -- These securities represent an interest in a pool
of consumer or other types of loans ("asset-backed securities"). Payments of
principal and interest on the underlying loans are passed through to the holders
of asset-backed securities over the life of the securities. Some asset-backed
securities may be subject to early prepayment of principal, which can be
expected to accelerate during periods of declining interest rates. Such
prepayments can usually be reinvested only at the lower yields then prevailing
in the market. Therefore, during periods of declining interest rates,
asset-backed securities are less likely than other fixed-income obligations to
appreciate in value and less effective at locking in a particular yield. On the
other hand, asset-backed securities are subject to substantially the same risk
of depreciation during periods of rising interest rates as other fixed-income
securities.

SECURITIES LENDING -- Certain Portfolios may from time to time lend
securities to banks, brokers and dealers and receive as collateral cash or
securities issued or guaranteed by the U.S. government or its agencies, or any
combination thereof, which collateral will be required to be maintained at all
times in an amount equal to at least 100% of the current value of the loaned
securities plus accrued interest. Such loans are not made if as a result the
aggregate of all outstanding loans exceeds 33 1/3% of the value of the
Portfolio's total assets. A Portfolio will continue to be entitled to the
interest payable on the loaned securities and will either receive as income a
portion of the interest on the investment of any cash loan collateral or, in the
case of collateral other than cash, a fee negotiated with the borrower. The
terms of such loans will provide that they are terminable at any time. Loans of
securities involve risks of delay in receiving additional collateral or in
recovering the securities loaned or even loss of rights in the collateral in the
event of the insolvency of the borrower of the securities. A Portfolio will have
the right to regain record ownership of loaned securities in order to exercise
voting and other beneficial rights. A Portfolio may pay reasonable fees in
connection with arranging such loans.

DOLLAR ROLLS -- The Fixed Income, Global Bond, Balanced/Phoenix Investment
Counsel and Asset Allocation Portfolios may enter into "dollar rolls" in which
the Portfolio sells mortgage or other asset-backed securities ("Roll
Securities") for delivery in the current month and simultaneously contracts to
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. During the roll period, the Portfolio foregoes
principal and interest paid on the Roll Securities. A 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. A Portfolio also could
be compensated through the receipt of fee income equivalent to a lower forward
price. A "covered roll" is a specific type of dollar roll for which there is an

21
<PAGE> 24

offsetting cash position or a cash equivalent security position which matures on
or before the forward settlement date of the dollar roll transaction. The Fund
will hold and maintain in a segregated account until the settlement date cash or
liquid, high grade debt securities in an amount equal to the forward purchase
price. These Portfolios will only enter into covered rolls. Covered rolls are
not treated as a borrowing or other senior security and will be excluded from
the calculation of each Portfolio's borrowings and other senior securities.
Because "roll" transactions involve both the sale and purchase of a security,
they may cause the reported portfolio turnover rate to be higher than that
reflecting typical portfolio management activities.

Dollar rolls involve certain risks including the following: if the
broker-dealer to whom the Portfolio sells the security becomes insolvent, the
Portfolio's right to purchase or repurchase the security subject to the dollar
roll may be restricted and the instrument which the Portfolio is required to
repurchase may be worth less than an instrument which the Portfolio originally
held. Successful use of dollar rolls will depend upon the adviser's or
subadviser's ability to predict correctly interest rates and in the case of
mortgage dollar rolls, mortgage prepayments. For these reasons, there is no
assurance that dollar rolls can be successfully employed.

SHORT-TERM DEBT SECURITIES -- Debt securities maturing within one year of
date of the purchase include (1) commercial bank obligations (certificates of
deposit, bankers' acceptances (time drafts on a commercial bank where the bank
accepts an irrevocable obligation to pay at maturity) and documented discount
notes (corporate promissory discount notes accompanied by a commercial bank
guarantee to pay at maturity), (2) savings association obligations (certificates
of deposit issued by mutual savings banks or savings and loan associations), (3)
commercial paper (short-term notes up to 9 months issued by corporations or
governmental bodies), (4) corporate bonds and notes (corporate obligations that
mature, or that may be redeemed, in one year or less) and (5) adjustable-rate
mortgage securities backed by GNMA, FNMA, FHLMC and other non-agency issuers.
Although certain floating or variable rate obligations (securities whose coupon
rate changes at least annually and generally more frequently) have maturities in
excess of one year, they are also considered short-term debt securities.

ZERO-COUPON, PAY-IN-KIND AND DEFERRED INTEREST BONDS -- The Fixed Income,
Global Bond, High-Yield Bond, Worldwide High Income, Balanced/Phoenix Investment
Counsel, Asset Allocation and Venture Value Portfolios may invest in zero-coupon
bonds, deferred interest bonds and capital appreciation bonds. In addition, the
Worldwide High Income and High-Yield Bond Portfolios may invest in pay-in-kind
securities. Zero-coupon, deferred interest and capital appreciation bonds are
debt obligations which are issued at a significant discount from face value that
do not entitle the holder to any payment of interest prior to maturity or a
specified commencement or redemption date (or cash payment date). The original
discount approximates the total amount of interest the bonds will accrue and
compound over the period until maturity or the first interest accrual date at a
rate of interest reflecting the computed market rate for the security at the
time of issuance. While zero-coupon bonds do not require any periodic payment of
interest, deferred interest bonds generally provide for a period of delay before
the regular payment of interest begins. Although this period of delay is
different for each deferred interest bond, a typical period is approximately
one-third of the bond's term to maturity. Such investments benefit the issuer by
mitigating its initial need for cash to meet debt service, but some also provide
a higher rate of return to attract investors who are willing to defer receipt of
such cash. Pay-in-kind securities are securities that have interest payable by
delivery of additional securities. Upon maturity, the holder is entitled to
receive the aggregate par value of the securities. Such investments experience
greater volatility in market value due to changes in interest rates than do debt
obligations, which provide for regular payments of interest. A Portfolio will
accrue income on such investments for tax and accounting purposes, as required,
which is distributable to shareholders and which, because no cash is received at
the time of accrual, may require the liquidation of other portfolio securities
under unfavorable circumstances to satisfy the Portfolio's distribution
obligations.

REPURCHASE AGREEMENTS -- Each Portfolio may enter into repurchase
agreements, under which the Portfolio buys a security and obtains a simultaneous
commitment from the seller to repurchase the security at a specified time and
price. Repurchase agreements permit the Portfolio to maintain liquidity and earn
income over periods of time as short as overnight. The seller must maintain
collateral with the Trust's custodian equal to at least 102% of the repurchase
price, including accrued interest, as monitored daily by the Adviser or
applicable Subadviser. See "Management." A Portfolio only will enter into
repurchase agreements involving securities in which it could otherwise invest
and with selected banks and securities dealers whose financial condition is
monitored by the Adviser or applicable Subadviser, subject to the guidance of
the Board of Trustees. If the seller under the repurchase agreement defaults,
the Portfolio may incur a loss if the value of the collateral securing the
repurchase agreement

22
<PAGE> 25

has declined, and may incur disposition costs in connection with liquidating the
collateral. If bankruptcy proceedings are commenced with respect to the seller,
realization of the collateral by the Portfolio may be delayed or limited.

REVERSE REPURCHASE AGREEMENTS -- The Cash Management, High-Yield Bond and
Worldwide High Income Portfolios may enter into reverse repurchase agreements.
In a reverse repurchase agreement, the Portfolio sells a security subject to the
right and obligation to repurchase such security. The Portfolio then invests the
proceeds from the transaction in another obligation in which the Portfolio is
authorized to invest. In order to minimize any risk involved, the Portfolio
maintains in a segregated account with the custodian cash, cash equivalents or
liquid high grade debt securities equal in value to the repurchase price.

ILLIQUID SECURITIES -- Each of the Portfolios may invest no more than 15%
(10% in the case of the Cash Management Portfolio) of the value of its net
assets in securities which are illiquid, including repurchase agreements
providing for settlement in more than seven days after notice, interest-rate and
currency swaps, caps, floors and collars. For this purpose, not all securities
which are restricted are deemed to be illiquid. For example, restricted
securities which the Board of Trustees, or the Adviser (or Subadviser, as the
case may be) pursuant to guidelines established by the Board of Trustees, has
determined to be marketable, such as securities eligible for sale under Rule
144A promulgated under the Securities Act of 1933, as amended, or certain
private placements of commercial paper issued in reliance on an exemption from
such Act pursuant to Section 4(2) thereof, will not be deemed to be illiquid for
purposes of this restriction. This investment practice could have the effect of
increasing the level of illiquidity in the Portfolio to the extent that
qualified institutional buyers (as defined in Rule 144A) become for a time
uninterested in purchasing these restricted securities. In addition, a
repurchase agreement which by its terms can be liquidated before its nominal
fixed-term on seven days or less notice is regarded as a liquid instrument.
Subject to the applicable limitation on illiquid securities investments, a
Portfolio may acquire securities issued by the U.S. government, its agencies or
instrumentalities in a private placement. See "Illiquid Securities" in the
Statement of Additional Information for a further discussion of investments in
such securities.

FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES -- Firm commitment
agreements and when-issued purchases call for the purchase or sale of securities
at an agreed-upon price on a specified future date. As purchaser, the Portfolio
assumes the risk of any decline in value of the security beginning on the date
of the agreement of purchase. The Portfolio will not use these transactions for
leveraging purposes and accordingly will segregate U.S. government securities,
cash or cash equivalents in an amount sufficient to meet its obligations under
the agreement.

INTEREST-RATE SWAPS, MORTGAGE SWAPS, CAPS, FLOORS AND COLLARS -- In order
to protect the value of the Fixed Income, Global Bond and Asset Allocation
Portfolios from interest rate fluctuations and to hedge against fluctuations in
the fixed-income market in which the Portfolio's investments are traded, the
Portfolios may enter into interest-rate swaps and mortgage swaps or purchase or
sell interest-rate caps, floors or collars. A Portfolio will enter into these
hedging transactions primarily to preserve a return or spread on a particular
investment or portion of the portfolio and to protect against any increase in
the price of securities the Portfolio anticipates purchasing at a later date.
The Global Bond Portfolio may also enter into interest-rate swaps for
non-hedging purposes. 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. Since
interest-rate swaps are individually negotiated; the Portfolios expect to
achieve an acceptable degree of correlation between their respective portfolio
investments and their interest-rate positions. The Portfolios will only enter
into interest-rate swaps on a net basis, which means that the two payment
streams are netted out, with the Portfolios receiving or paying, as the case may
be, only the net amount of the two payments. Interest-rate swaps do not involve
the delivery of securities, other underlying assets or principal. Accordingly,
the risk of loss with respect to interest-rate swaps is limited to the net
amount of interest payments that the Portfolio is contractually obligated to
make. If the other party to an interest-rate swap defaults, the Portfolio's risk
of loss consists of the net amount of interest payments that the Portfolio is
contractually entitled to receive, if any. The use of interest-rate swaps is a
highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transactions.

Mortgage swaps are similar to interest-rate swaps in that they represent
commitments to pay and receive interest. The notional principal amount, upon
which the value of the interest payments is based, is tied to a reference pool
or pools of mortgages. The purchase of an interest-rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined interest
rate, to receive payments of interest on a notional 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 of interest on a notional
principal

23
<PAGE> 26

amount from the party selling such interest rate floor. An interest-rate collar
is the combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates. The Portfolios will not enter into any
mortgage swap, interest-rate swap, cap or floor transaction unless the unsecured
commercial paper, senior debt, or the claims paying ability of the other party
thereto is rated either AA or A-1 or better by S&P or Aa or P-1 or better by
Moody's, or is determined to be of equivalent quality by the applicable
Subadviser.

STRUCTURED SECURITIES -- The Global Bond Portfolio may invest in structured
notes, bonds or debentures, the value of the principal of and/or interest on
which is determined by reference to changes in the value of specific currencies,
interest rates, commodities, indices or other financial indicators (the
"Reference") or the relative change in two or more References. The interest rate
or the principal amount payable upon maturity or redemption may be increased or
decreased depending upon changes in the applicable Reference. The terms of the
structured securities may provide that in certain circumstances no principal is
due at maturity and, therefore, may result in the loss of the Portfolio's
investment. Structured securities may be positively or negatively indexed, so
that appreciation of the Reference may produce an increase or decrease in the
interest rate or value of the security at maturity. In addition, the change in
interest rate or the value of the security at maturity may be a multiple of the
change in the value of the Reference. Consequently, structured securities entail
a greater degree of market risk than other types of debt obligations. Structured
securities may also be more volatile, less liquid and more difficult to
accurately price than less complex securities.

BORROWING AND OTHER FORMS OF LEVERAGE -- The Worldwide High Income
Portfolio is authorized to borrow money from banks and other entities in an
amount equal to up to 33 1/3% of its total assets (including the amount
borrowed), less all liabilities and indebtedness other than the borrowing, and
may use the proceeds of the borrowing for investment purposes or to pay
dividends. Borrowing creates leverage which is a speculative characteristic.
Although the Portfolio is authorized to borrow, it will do so only when the
Subadviser believes that borrowing will benefit the Portfolio after taking into
account considerations such as the costs of borrowing and the likely investment
returns on securities purchased with borrowed monies. Borrowing by the Portfolio
will create the opportunity for increased net income but, at the same time, will
involve special risk considerations. Leveraging results from borrowing will
magnify declines as well as increases in the Portfolio's net asset value per
share and net yield. The Portfolio expects that all of its borrowing will be
made on a secured basis. The Portfolio's custodian will either segregate the
assets securing the borrowing for the benefit of the lenders or arrangements
will be made with a suitable sub-custodian. If assets used to secure the
borrowing decrease in value, the Portfolio may be required to pledge additional
collateral to the lender in the form of cash or securities to avoid liquidation
of those assets.

Each of the other Portfolios is authorized to borrow up to 33 1/3% of total
assets from banks for temporary purposes. Such other Portfolios may not purchase
any additional securities while the value of its borrowings exceeds 5% of its
total assets.

Notwithstanding the foregoing, pursuant to California Department of
Insurance borrowing guidelines, the Worldwide High Income Portfolio may only
borrow up to 10% of its net assets for investment purposes and each Portfolio
may only borrow up to 25% of its net assets for temporary or emergency purposes.

RISKS AND CONSIDERATIONS APPLICABLE TO INVESTMENT IN SECURITIES OF FOREIGN
ISSUERS -- Elements of risk and opportunity when investments in foreign issuers
are made include trade imbalances and related economic policies; currency
fluctuations; foreign exchange control policies; expropriation or confiscatory
taxation; limitation on the removal of funds or other assets; political or
social instability; the diverse structure and liquidity of securities markets in
various countries and regions; policies of governments with respect to possible
nationalization of their industries; and other specific local political and
economic considerations. Foreign companies and foreign investment practices are
generally not subject to uniform accounting, auditing and financial reporting
standards and practices or regulatory requirements comparable to those of U.S.
companies. There may be less information publicly available about foreign
companies. Investment decisions made in the context of the Portfolios'
objectives and policies involve the evaluation of opportunities and risks
presented by probable future currency relationships, especially during periods
of broad adjustments in such relationships.

With respect to its non-U.S. holdings, pursuant to California Department of
Insurance diversification guidelines, a Portfolio will invest in securities with
issuers located in at least five different foreign countries at all times with
no country representing more than 20% of the Portfolio's non-U.S. assets.
However, this minimum number of countries is reduced to four when foreign
country investments comprise less than 80% of the Portfolio's net assets; to
three countries when less than 60% of net assets; to two countries when less
than 40% of net assets; and to one when less than 20% of net assets.

24
<PAGE> 27

An additional 15% of a Portfolio's non-U.S. assets may be invested in
securities of issuers located in any one of the following countries: Australia,
Canada, France, Japan, the United Kingdom or Germany. This policy is not deemed
a fundamental policy and therefore may be changed without shareholder approval.

Investment may be made from time to time in issuers domiciled in, or
governments of, developing countries as well as developed countries. Although
there is no universally accepted definition, a developing or emerging market
country is generally considered to be a country which is in the initial stages
of its industrialization cycle with a low per capita gross national product.
Historical experience indicates that the markets of developing countries have
been more volatile than the markets of developed countries; however, such
markets can provide higher rates of return to investors.

The performance of investments in securities denominated in a foreign
currency ("non-dollar securities") will depend on, among other things, the
strength of the foreign currency against the dollar and the interest rate
environment in the country issuing the foreign currency. Absent other events
which could otherwise affect the value of non-dollar securities (such as a
change in the political climate or an issuer's credit quality), appreciation in
the value of the foreign currency generally can be expected to increase the
value of a Portfolio's non-dollar securities in terms of U.S. dollars. A rise in
foreign interest rates or decline in the value of foreign currencies relative to
the U.S. dollar generally can be expected to depress the value of the
Portfolio's non-dollar securities. Currencies are evaluated on the basis of
fundamental economic criteria (e.g., relative inflation levels and trends,
growth rate forecasts, balance of payments status and economic policies) as well
as technical and political data.

Additional costs could be incurred in connection with a Portfolio's foreign
investment activities. Foreign brokerage commissions are generally higher than
in the U.S. and a Portfolio will bear certain expenses in connection with its
foreign currency transactions. Increased custodian costs as well as
administrative difficulties (such as the applicability of foreign laws to
foreign custodians in various circumstances including bankruptcy, ability to
recover lost assets, expropriation, nationalization, record access, etc.) may be
associated with the maintenance of assets in foreign jurisdictions.

FUTURES CONTRACTS AND OPTIONS THEREON -- Futures contracts may be based on
various securities (including U.S. government securities), securities indices,
foreign currencies and other financial instruments and indices. The purchases of
futures contracts or call options thereon can serve as a long hedge, and the
sale of futures or the purchase of put options thereon can serve as a short
hedge. Writing covered call options on futures contracts can serve as a limited
short hedge, using a strategy similar to that used for writing covered call
options on securities and indices.

In addition, subject to regulations promulgated by the Commodities Futures
Trading Commission, a Portfolio may engage in futures transactions for
non-hedging purposes. For example, futures strategies can be used to manage the
average duration of a Portfolio. To shorten the average duration of a Portfolio,
the Portfolio may sell a futures contract or a call option thereon, or purchase
a put option on that futures contract; to lengthen the average duration of a
Portfolio, the Portfolio may buy a futures contract or a call option thereon.

No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract a Portfolio is required to deposit in a
segregated account with the Trust's custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of cash,
U.S. government Securities or other liquid, high-grade debt securities, in an
amount generally equal to 10% or less of the contract value. Margin must also be
deposited when writing a call option on a futures contract, in accordance with
applicable exchange rules. Unlike margin in securities transactions, initial
margin on futures contracts does not represent a borrowing, but rather is in the
nature of a performance bond or good-faith deposit that is returned to the
Portfolio at the termination of the transaction if all contractual obligations
have been satisfied. Under certain circumstances, such as periods of high
volatility, the Portfolio may be required by an exchange to increase the level
of its initial margin payment, and initial margin requirements might be
increased generally in the future by regulatory action.

Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking to market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Portfolio's obligations to or from a
futures broker. When a Portfolio purchases an option on a future, the premium
paid plus transaction costs is all that is at risk. In contrast, when a
Portfolio purchases or sells a futures contract or writes a call option thereon,
it is subject to daily variation margin calls that could be substantial in the
event of adverse price movements. If the Portfolio has insufficient cash to meet
daily variation margin requirements, it might need to sell securities at a time
when such sales are disadvantageous.

25
<PAGE> 28

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while a Portfolio may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for the Portfolio than if it
had not entered into any futures contracts or options transactions. The loss
incurred by a Portfolio in writing options on futures is potentially unlimited
and may exceed the amount of the premium received.

In the event of an imperfect correlation between a futures position and a
portfolio position which is intended to be protected, the desired protection may
not be obtained and a Portfolio may be exposed to risk of loss. In addition, it
is not possible to hedge fully or perfectly against currency fluctuations
affecting the value of securities denominated in foreign currencies because the
value of such securities is also likely to fluctuate as a result of independent
factors not related to currency fluctuations. Therefore, perfect correlation
between a Portfolio's futures positions and portfolio positions will be
impossible to achieve.

Investment in futures contracts or options thereon may also involve
liquidity risks due, for example, to exchange-imposed daily trading limits that
would prevent the Portfolio from liquidating an unfavorable position. See the
Statement of Additional Information concerning futures and options contracts.

FOREIGN CURRENCY TRANSACTIONS -- Currency exchange rate fluctuations are a
major area of risk and opportunity for the Global Bond, High-Yield Bond,
Worldwide High Income, Asset Allocation, Venture Value, Global Equities, and
International Diversified Equities Portfolios, and is of some risk to the
Balanced/Phoenix Investment Counsel and Growth/Phoenix Investment Counsel
Portfolios. Each Portfolio has the ability to hold a portion of its assets in
foreign currencies and to enter into forward foreign currency exchange
contracts. Each may also purchase and sell exchange-traded futures contracts
relating to foreign currency and purchase and sell put and call options on
currencies and futures contracts. A significant portion of the Portfolios'
currency transactions will be over-the-counter transactions.

The Global Bond, High-Yield Bond, Worldwide High Income, Balanced/Phoenix
Investment Counsel, Growth/Phoenix Investment Counsel, Asset Allocation, Venture
Value, Global Equities, and International Diversified Equities Portfolios may
enter into forward foreign currency exchange contracts to reduce the risks of
fluctuations in exchange rates; however, these contracts cannot eliminate all
such risks and do not eliminate fluctuations in the prices of the Portfolio's
portfolio securities. For example, purchasing (selling) a currency forward
limits a Portfolio's exposure to risk of loss from a rise (decline) in the U.S.
dollar value of the currency, but also limits its potential for gain from a
decline (rise) in the currency's U.S. dollar value.

The Global Bond, High-Yield Bond, Worldwide High Income, Balanced/Phoenix
Investment Counsel, Growth/Phoenix Investment Counsel, Asset Allocation, Venture
Value, Global Equities, and International Diversified Equities Portfolios may
purchase and write put and call options on currencies for the purpose of
protecting against declines in the U.S. dollar value of foreign portfolio
securities and against increases in the U.S. dollar cost of foreign securities
to be acquired. As with other kinds of option transactions, however, the writing
of an option on currency will constitute only a partial hedge, up to an amount
of the premium received. A Portfolio could be required to purchase or sell
currencies at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on currency may constitute an effective hedge against
exchange rate fluctuations; however, in the event of exchange rate movements
adverse to the Portfolio's position, the Portfolio may forfeit the entire amount
of the premium plus related transaction costs.

The High-Yield Bond, Balanced/Phoenix Investment Counsel, Growth/Phoenix
Investment Counsel, Asset Allocation, and Venture Value Portfolios will not
speculate in currency contracts or options; that is, they will not engage in
such transactions involving an amount of currency in excess of i) the market
value of the securities denominated in that currency which it owns or has
committed to purchase or anticipates purchasing, or ii) current or anticipated
payment obligations in that currency. The Global Equities, Global Bond,
Worldwide High Income and International Diversified Equities Portfolios may,
however, enter into forward foreign currency exchange contracts, currency
options and currency swaps for non-hedging purposes when the Subadviser
anticipates that a foreign currency will appreciate or depreciate in value, but
securities denominated in that currency do not present attractive investment
opportunities or are not included in the Portfolio. The Global Bond, High-Yield
Bond, Worldwide High Income, Balanced/Phoenix Investment Counsel, Growth/Phoenix
Investment Counsel, Asset Allocation, Venture Value, Global Equities, and
International Diversified Equities Portfolios may use currency contracts and
options to cross-hedge, which involves selling or purchasing instruments on one
currency to hedge against changes in exchange rates for a different currency
with a pattern of correlation. To limit any leverage in connection with currency
contract

26
<PAGE> 29

transactions involving the purchase of currency, each Portfolio will segregate
liquid assets such as cash, U.S. government securities or other appropriate
high-grade obligations in an amount sufficient to meet its payment obligations
in these transactions. Initial margin deposits made in connection with currency
futures transactions or premiums paid for currency options traded
over-the-counter or on a commodities exchange may each not exceed 5% of each
Portfolio's total assets. See the Statement of Additional Information for more
information regarding foreign currency transactions.

The Global Bond, Worldwide High Income, Asset Allocation, and International
Diversified Equities Portfolios may enter into currency swaps. Currency swaps
involve the exchange by the Portfolio with another party of their respective
rights to make or receive payments in specified currencies. Since currency swaps
are individually negotiated, the Portfolio expects to achieve an acceptable
degree of correlation between its portfolio investments and its currency swap
positions. Currency swaps usually involve the delivery of the entire principal
value 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 use of currency swaps is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. If a Subadviser is incorrect in its
forecasts of market values and currency exchange rates, the investment
performance of the respective Portfolio would be less favorable than it would
have been if this investment technique were not used.

OPTIONS ON SECURITIES AND SECURITIES INDICES -- Each Portfolio may write
(sell) covered call and put options on any securities in which it may invest.
All call options written by each Portfolio are covered, which means that the
Portfolio will own the securities subject to the option so long as the option is
outstanding. All put options written by each Portfolio are covered, which means
that the Portfolio would have deposited with its custodian cash, U.S. government
securities or other high-grade liquid debt securities with a value at least
equal to the exercise price of the put option. A Portfolio may also write call
and put options on any securities index composed of securities in which it may
invest. A Portfolio may purchase put and call options on any securities in which
it may invest or options on any securities index composed of securities in which
it may invest.

Each Portfolio may purchase and write options on the yield "spread," or
yield differential between two securities. Such transactions are referred to as
"yield curve" options. In contrast to other types of options, a yield curve
option is based on the difference between the yields of designated securities,
rather than the prices of the individual securities, and is settled through cash
payments. Accordingly, a yield curve option is profitable to the holder if this
differential widens (in the case of a call) or narrows (in the case of a put),
regardless of whether the yields of the underlying securities increase or
decrease. All yield curve options written by a Portfolio will be covered in the
manner described above.

There is no assurance that a liquid secondary market on a domestic or
foreign options exchange will exist for any particular exchange-traded option or
at any particular time. If a Portfolio is unable to effect a closing purchase
transaction with respect to covered options it has written, the Portfolio will
not be able to sell the underlying securities or dispose of assets held in a
segregated account until the options expire or are exercised. Similarly, if a
Portfolio is unable to effect a closing sale transaction with respect to options
it has purchased, it would have to exercise the options in order to realize any
profit and will incur transaction costs upon the purchase or sale of the
underlying securities. In a closing purchase or sale transaction, a Portfolio
acquires a position that offsets and cancels an option position then held by the
Portfolio.

A Portfolio may purchase and sell both options that are traded on U.S.
exchanges (and, for certain Portfolios, foreign exchanges) and options traded
over-the-counter with broker-dealers who make markets in these options. The
ability to terminate over-the-counter options is more limited than with
exchange-traded options and may involve the risk that broker-dealers
participating in such transactions will not fulfill their obligations. Until
such time as the staff of the U.S. Securities and Exchange Commission ("SEC")
changes its position, each Portfolio will treat purchased over-the-counter
options and all assets used to cover written over-the-counter options as
illiquid securities. However, for options written with primary dealers in U.S.
government securities pursuant to an agreement requiring a closing purchase
transaction at a formula price, the amount of illiquid securities may be
calculated with reference to a formula approved by the SEC staff.

The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The use of options to increase total
return involves the risk of loss if the Adviser or Subadviser is incorrect in
its expectations of fluctuations in securities prices or interest rates. The
successful use of puts for hedging purposes depends in part on the ability of

27
<PAGE> 30

the Adviser or a Subadviser to predict future price fluctuations and the degree
of correlation between the options and securities markets. A Portfolio pays
brokerage commissions or spreads in connection with its options transactions.
The writing of options could significantly increase portfolio turnover rate of a
Portfolio and, therefore, associated brokerage commissions or spreads.

INVERSE FLOATERS -- The Fixed Income and Asset Allocation Portfolios may
invest in leveraged inverse floating rate debt instruments ("inverse floaters").
The interest rate on an inverse floater resets in the opposite direction from
the market rate of interest to which the inverse floater is indexed. An inverse
floater may be considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change in the index rate
of interest. The higher degree of leverage inherent in inverse floaters is
associated with greater volatility in their market values. Accordingly, the
duration of an inverse floater may exceed its stated final maturity. Certain
inverse floaters may be deemed to be illiquid securities for purposes of a
Portfolio's 15% limitation on investments in such securities.

MANAGEMENT

The Trust's Board of Trustees is responsible for the overall supervision of
the operations of the Trust and performs various duties imposed on trustees of
investment companies by the 1940 Act. The Board has retained others to provide
certain services to the Trust.

INVESTMENT ADVISER -- The Trust, on behalf of each Portfolio, entered into
an Investment Advisory and Management Agreement (the "Agreement") with SAAMCo to
handle the Trust's day-to-day affairs. It is the responsibility of the Adviser
and, for certain Portfolios pursuant to Subadvisory Agreements described below,
the Subadvisers to make investment decisions for the Portfolios and to place the
purchase and sale orders for the Portfolio transactions. Such orders may be
directed to any broker including, in the manner and to the extent permitted by
applicable law, affiliates of the Adviser or a Subadviser. The individual
Portfolio Managers for both the Adviser and Subadvisers are identified in the
"Portfolio Management" subsection of this section.

SAAMCo, located at The SunAmerica Center, 733 Third Avenue, New York, New
York 10017-3204, is a corporation organized in 1982 under the laws of the State
of Delaware. SAAMCo is an indirect, wholly owned subsidiary of Anchor National
Life Insurance Company, which is an indirect subsidiary of SunAmerica Inc., an
investment grade financial services company which has total capital of
approximately $1.8 billion. SAAMCo is engaged in providing investment advice and
management services to the Trust, other mutual funds and private accounts. As of
November 30, 1995, SAAMCo and its affiliates managed, advised and/or
administered assets of approximately $7.5 billion. SAAMCo provides investment
advisory services, office space, and other facilities for the management of the
affairs of the Trust, and pays the compensation of certain officers of the Trust
who are affiliated persons of SAAMCo.

The annual rates of the investment advisory fees which apply to the Cash
Management Portfolio are .55% per annum on the first $100 million of Assets,
.50% per annum on the next $200 million and .45% per annum on Assets over $300
million. The annual rates of the investment advisory fees which apply to the
Fixed Income Portfolio are .70% per annum on the first $50 million of Assets,
.60% per annum on the next $100 million, .55% per annum on the next $100 million
and .50% per annum on Assets over $250 million. The annual rates of the
investment advisory fees which apply to both the Global Bond and Asset
Allocation Portfolios are .75% per annum on the first $50 million of Assets,
.65% per annum on the next $100 million, .60% per annum on the next $100 million
and .55% per annum on Assets over $250 million. The annual rates of the
investment advisory fees which apply to the High-Yield Bond Portfolio are .70%
per annum on the first $50 million of Assets, .65% per annum on the next $100
million, .60% per annum on the next $100 million, .55% per annum on Assets over
$250 million. The annual rate of the investment advisory fees which apply to
each of the Worldwide High Income and International Diversified Equities
Portfolios are 1.00% per annum. The annual rates of the investment advisory fees
which apply to each of the Balanced/Phoenix Investment Counsel, Growth-Income,
Alliance Growth, and Growth/Phoenix Investment Counsel Portfolios are .70% per
annum on the first $50 million of Assets, .65% per annum on the next $100
million, .60% per annum on the next $150 million, .55% per annum on the next
$200 million, and .50% per annum on Assets over $500 million. The annual rates
of the investment advisory fees which apply to the Provident Growth Portfolio
are .85% per annum on the first $50 million of Assets, .80% per annum on the
next $100 million, .70% per annum on the next $100 million, .65% per annum on
the next $100 million and .60% per annum on Assets over $350 million. The annual
rates of the investment advisory fees which apply to the Venture Value Portfolio
are .80% per annum on the first $100 million of Assets, .75% per annum on the
next $400 million and .70% per annum on Assets over $500 million. The annual
rate

28
<PAGE> 31

of the investment advisory fees which apply to the Global Equities Portfolio are
.90% per annum on the first $50 million of Assets, .80% per annum on the next
$100 million, .70% per annum on the next $150 million and .65% per annum of
Assets over $300 million.

For the fiscal year ended November 30, 1995, the following Portfolios paid
to SAAMCo a fee equal to the following percentage of average daily net assets:
Cash Management Portfolio -- .55%, High-Yield Bond Portfolio -- .69%,
Growth-Income Portfolio -- .67%, Alliance Growth Portfolio -- .68%,
Growth/Phoenix Investment Counsel Portfolio -- .67%, Provident Growth
Portfolio -- .83%, Global Equities Portfolio -- .83%, Fixed Income Portfolio --
.70%, Global Bond Portfolio -- .75%, Asset Allocation Portfolio -- .68%,
Worldwide High Income Portfolio -- 1.00%, International Diversified Equities
Portfolio -- 1.00%, Balanced/Phoenix Investment Counsel Portfolio -- .70% and
Venture Value Portfolio -- .79%.

SAAMCo retains the total investment advisory fee for the High-Yield Bond
and Cash Management Portfolios.

SAAMCo retains a portion of the total investment advisory fees for all
other portfolios as follows: .35% per annum for each of the Fixed Income, Global
Bond, Balanced/Phoenix Investment Counsel, Asset Allocation, Growth-Income,
Alliance Growth, Growth/Phoenix Investment Counsel, Provident Growth and Venture
Value Portfolios; and .40% per annum for the Global Equities Portfolio. With
respect to each of the Worldwide High Income and International Diversified
Equities Portfolios, SAAMCo will retain a portion of the total investment
advisory fees as follows: .35% per annum on Assets up to $350 million and .40%
per annum on Assets thereafter.

The term "Assets" means the average daily net assets of the Portfolio. The
investment advisory fees are accrued daily and paid monthly.

SUBADVISERS -- The organizations described below act as subadvisers to the
Trust and certain of its Portfolios pursuant to Subadvisory Agreements with
SAAMCo. Under the Subadvisory Agreements, the Subadvisers manage the investment
and reinvestment of the assets of the respective Portfolios for which they are
responsible. Each of the Subadvisers is independent of SAAMCo and discharges its
responsibilities subject to the policies of the Trustees and the oversight and
supervision of SAAMCo, which pays the Subadvisers' fees.

The Subadviser for the Alliance Growth, Growth-Income and Global Equities
Portfolios is Alliance Capital Management L.P. Alliance is a Delaware limited
partnership with principal offices at 1345 Avenue of the Americas, New York, New
York 10105.

Alliance is a major international investment manager, supervising client
accounts with assets totalling over $147.6 billion as of November 30, 1995.
Alliance serves its clients, who primarily are major corporate employee benefit
funds, investment companies, foundations, endowment funds and public employee
retirement systems, with a staff of more than 1400 employees. Alliance has five
U.S. offices and its subsidiaries have nine offices outside the U.S. The 50
registered investment companies managed by Alliance, comprising 104 separate
investment portfolios, currently have over 1 million shareholders. As of
November 30, 1995, Alliance was retained as an investment manager of employee
benefit fund assets for 29 of the Fortune 100 companies.

The portion of the investment advisory fees received by SAAMCo which is
paid to Alliance with respect to the Alliance Growth Portfolio and the
Growth-Income Portfolio is .35% per annum on the first $50 million of Assets,
.30% per annum on the next $100 million, .25% per annum on the next $150
million, .20% per annum on the next $200 million and .15% per annum on Assets
over $500 million; and, with respect to the Global Equities Portfolio, .50% per
annum on the first $50 million of Assets, .40% per annum on the next $100
million, .30% per annum on the next $150 million and .25% per annum on Assets
over $300 million.

For the fiscal year ended November 30, 1995, SAAMCo paid to Alliance, with
respect to each Portfolio subadvised by Alliance, a fee equal to the following
percentage of average daily net assets: Alliance Growth Portfolio -- .33%,
Growth-Income Portfolio -- .32%, and Global Equities Portfolio -- .43%.

The Subadviser for the Asset Allocation and Fixed Income Portfolios is
GSAM, a separate operating division of Goldman, Sachs & Co. The Subadviser for
the Global Bond Portfolio is GSAM-International, an affiliate of Goldman, Sachs
& Co. Goldman, Sachs & Co. is a Delaware limited partnership with its principal
offices at 85 Broad Street, New York, New York 10004.

GSAM serves a wide range of clients including private and public pension
funds, endowments, foundations, banks, thrifts, insurance companies,
corporations, and private investors and family groups. The asset management
services are divided into the following areas: institutional fixed-income
investment management; global currency

29
<PAGE> 32

management; institutional equity investment management; fund management; money
market mutual fund management and administration; and private asset management.
As of November 30, 1995, GSAM, together with its affiliates, acted as investment
adviser, administrator or distributor for approximately $54.6 billion in assets.

GSAM-International was organized in 1990 as a company with limited
liability under the laws of England. It is authorized to conduct investment
advisory business in the United Kingdom as a member of the Investment Management
Regulatory Organisation Limited, a United Kingdom self-regulatory organization.

GSAM and GSAM-International are able to draw on the research and market
expertise of Goldman, Sachs & Co. in making investment decisions for the
Portfolios for which they act as Subadviser. In performing their subadvisory
services, GSAM and GSAM-International, while remaining ultimately responsible
for the management of the Portfolio, are able to draw upon the research and
expertise of their affiliate offices, for portfolio decisions and management
with respect to certain portfolio securities.

The portion of the investment advisory fees received by SAAMCo which is
paid to GSAM with respect to the Asset Allocation Portfolio is .40% per annum on
the first $50 million of Assets, .30% per annum on the next $100 million, .25%
per annum on the next $100 million and .20% per annum on Assets over $250
million; and with respect to the Fixed Income Portfolio, .35% per annum on the
first $50 million of Assets, .25% per annum on the next $100 million, .20% per
annum on the next $100 million and .15% per annum on Assets over $250 million.

For the fiscal year ended November 30, 1995, SAAMCo paid to GSAM, with
respect to the Asset Allocation Portfolio, a fee equal to .33% of the
Portfolio's average daily net assets; and with respect to the Fixed Income
Portfolio, a fee equal to .35% of the Portfolio's average daily net assets.

The portion of the investment advisory fees received by SAAMCo which is
paid to GSAM-International with respect to the Global Bond Portfolio is .40% per
annum on the first $50 million of Assets, .30% per annum on the next $100
million, .25% per annum on the next $100 million and .20% per annum on Assets
over $250 million. For the fiscal year ended November 30, 1995, SAAMCo paid to
GSAM-International, with respect to the Global Bond Portfolio, a fee equal to
.40% of the Portfolio's average daily net assets.

The Subadviser of the International Diversified Equities and Worldwide High
Income Portfolios is Morgan Stanley Asset Management Inc., 1221 Avenue of the
Americas, New York, NY 10020. MSAM is a wholly owned subsidiary of Morgan
Stanley Group Inc., and provides a broad range of portfolio management services
to customers in the United States and abroad. As of November 30, 1995, MSAM,
together with its affiliated investment management companies, had approximately
$55.2 billion of assets under management (inclusive of assets under fiduciary
advisory control).

The portion of the investment advisory fee received by SAAMCo which is paid
to MSAM with respect to each of the International Diversified Equities and
Worldwide High Income Portfolios is .65% per annum on Assets up to $350 million
and .60% per annum on Assets thereafter. For the fiscal year ended November 30,
1995, SAAMCo paid to MSAM, with respect to the International Diversified
Equities Portfolio and Worldwide High Income Portfolio, a fee equal to .65% of
each Portfolio's average daily net assets.

The Subadviser of the Growth/Phoenix Investment Counsel and
Balanced/Phoenix Investment Counsel Portfolios is Phoenix Investment Counsel,
Inc., a subsidiary of Phoenix Home Life Mutual Insurance Company. Phoenix is
located at One American Row, Hartford, Connecticut 06115-250. Phoenix was
originally organized in 1932 as John P. Chase, Inc. and has been engaged in the
management of mutual funds since 1958. As of November 30, 1995, Phoenix had over
$23.6 billion in total assets under management for all its clients.

The portion of the investment advisory fees received by SAAMCo which is
paid to Phoenix with respect to each of the Growth/Phoenix Investment Counsel
and Balanced/Phoenix Investment Counsel Portfolios is .35% per annum on the
first $50 million of Assets, .30% per annum on the next $100 million; .25% per
annum on the next $150 million; .20% per annum on the next $200 million and .15%
per annum on Assets over $500 million. For the fiscal year ended November 30,
1995, SAAMCo paid to Phoenix, with respect to the Growth/Phoenix Investment
Counsel Portfolio, a fee equal to .32% of the Portfolio's average daily net
assets. For the fiscal year ended November 30, 1995, SAAMCo paid to Phoenix,
with respect to the Balanced/Phoenix Investment Counsel Portfolio, a fee equal
to .35% of the Portfolio's percentage average daily net assets.

The Subadviser of the Provident Growth Portfolio is Provident Investment
Counsel, Inc., an autonomous wholly owned subsidiary of United Asset Management
Corporation, a financial services holding company. Provident was

30
<PAGE> 33

originally formed as an investment partnership in 1951. Its address is 300 North
Lake Avenue, Pasadena, California 91101. As of November 30, 1995, total assets
under management for all clients was $18 billion.

The portion of the investment advisory fees received by SAAMCo which is
paid to Provident with respect to the Provident Growth Portfolio is .50% per
annum on the first $50 million of Assets, .45% per annum on the next $100
million, .35% per annum on the next $100 million, .30% per annum on the next
$100 million and .25% per annum on Assets over $350 million. For the fiscal year
ended November 30, 1995, SAAMCo paid to Provident, with respect to the Provident
Growth Portfolio, a fee equal to .48% of the Portfolio's average daily net
assets.

The Subadviser of the Venture Value Portfolio is Davis Selected Advisers,
L.P., 124 East Marcy Street, Sante Fe, New Mexico 87501. Venture Advisers, Inc.
is the sole General Partner of the limited partnership, which, in turn, is
controlled by Shelby M.C. Davis. Davis Selected provides advisory services to
other investment companies. As of November 30, 1995, Davis Selected had $4
billion of assets under management.

The portion of the investment advisory fee received by SAAMCo which is paid
to Davis Selected with respect to the Venture Value Portfolio is .45% per annum
on the first $100 million of Assets, .40% per annum on the next $400 million and
.35% per annum on Assets over $500 million. For the fiscal year ended November
30, 1995, SAAMCo paid to Davis Selected, with respect to the Venture Value
Portfolio, a fee equal to .44% of the Portfolio's average daily net assets.

PORTFOLIO MANAGEMENT -- The following individuals are primarily responsible
for the day-to-day management of the particular Portfolios as indicated below.

P. Christopher Leary has served as the portfolio manager of the CASH
MANAGEMENT PORTFOLIO since August 18, 1995. Mr. Leary is a Senior Vice President
of SAAMCo and has been a portfolio manager with the firm since 1990. Mr. Leary
is assisted by John J. DiVito who has been with SAAMCo since November of 1995.

Theodore T. Sotir has served as a portfolio manager for the FIXED INCOME
PORTFOLIO and the fixed-income portion of the ASSET ALLOCATION PORTFOLIO since
their inception date of July 1, 1993. Mr. Sotir is a Vice President of GSAM,
where he joined the Funds Group in 1993 after working as a portfolio manager at
Fidelity Management Trust Company.

Jonathan A. Beinner has served as a portfolio manager for the FIXED INCOME
PORTFOLIO and the fixed-income portion of the ASSET ALLOCATION PORTFOLIO since
their inception date of July 1, 1993. Mr. Beinner is a Vice President of GSAM,
where he joined the Funds Group in 1990.

Richard C. Lucy has served as a portfolio manager for the FIXED INCOME
PORTFOLIO and the fixed-income portion of the ASSET ALLOCATION PORTFOLIO since
their inception date of July 1, 1993. Mr. Lucy is a Vice President of GSAM,
where he joined the Funds Group in 1992 after spending nine years managing fixed
income assets at Brown Brothers Harriman & Co.

Stephen Fitzgerald served as a portfolio manager for the GLOBAL BOND
PORTFOLIO since the inception date of July 1, 1993 and is now the sole portfolio
manager. Mr. Fitzgerald is Vice President in the London office, and joined
GSAM-International in 1992. Prior to 1992, he spent two years managing
multi-currency, fixed-income and balanced portfolios at Invesco MIM Limited
where he was a senior member of the derivative products group.

Howard B. Udis has served as the portfolio manager of the HIGH-YIELD BOND
PORTFOLIO since August 14, 1995. Mr. Udis has been an assistant portfolio
manager with SAAMCo since January 1993 and an assistant portfolio manager of the
Portfolio since February 9, 1993. Previously, Mr. Udis was a portfolio manager
with Value Line, Inc.

Robert Angevine and Paul Ghaffari have served as co-portfolio managers of
the WORLDWIDE HIGH INCOME PORTFOLIO since the inception date of October 28,
1994. Mr. Angevine is a principal of Morgan Stanley & Co. Incorporated and a
portfolio manager for high yield investments. He has been with the firm since
1988. Mr. Ghaffari is also a principal of Morgan Stanley and a portfolio manager
with Morgan Stanley Asset Management Inc. He has been with the firm since 1983.

C. Edwin Riley, Jr. has served as the portfolio manager of the
BALANCED/PHOENIX INVESTMENT COUNSEL PORTFOLIO since November 17, 1995. Prior to
joining Phoenix Investment Counsel in August 1995, Mr. Riley held the position
of Senior Vice President and Director of Equity Management at Nationsbank
Investment Management.

31
<PAGE> 34

Mitchell E. Cantor has served as a co-portfolio manager for the equity
portion of the ASSET ALLOCATION PORTFOLIO since the inception date of July 1,
1993. Mr. Cantor is a Vice President of GSAM and joined the company in 1991.

Ronald E. Gutfleish has served as a co-portfolio manager for the equity
portion of the ASSET ALLOCATION PORTFOLIO since February 1, 1995. Mr. Gutfleish
is a Vice President of GSAM, which he joined in 1993. Prior to 1993, he was a
principal of Sanford C. Bernstein & Co., Inc. in its Investment Management
Research Department.

Michael R. Baldwin and Bruce W. Calvert have served as co-portfolio
managers for the GROWTH-INCOME PORTFOLIO since the inception date of February 9,
1993. Mr. Baldwin is a Vice President of Alliance Capital Management and joined
the company in 1989 after completing an S.M. in Management at the Massachusetts
Institute of Technology and a subsequent year as a research associate at the
Harvard Business School. Mr. Calvert is Vice Chairman and Chief Investment
Officer, and joined Alliance Capital Management in 1973.

Stephen W. Pelensky has served as a co-portfolio manager for the
GROWTH-INCOME PORTFOLIO since June 30, 1995. Mr. Pelensky is a Vice President of
Alliance Capital Management and joined the company in 1994. Prior to joining
Alliance Capital Management, Mr. Pelensky was a portfolio manager and analyst
with Affinity Investments Advisors and BEA Associates.

James G. Reilly has served as the portfolio manager for the ALLIANCE GROWTH
PORTFOLIO since the inception date of February 9, 1993. Mr. Reilly is a Senior
Vice President of Alliance Capital Management and joined the company in 1984.

John T. Wilson has served as the portfolio manager of the GROWTH/PHOENIX
INVESTMENT COUNSEL PORTFOLIO since January 1995. Mr. Wilson, is Vice President,
Phoenix Investment Counsel, Inc., and also serves as portfolio manager, Common
Stock, Phoenix Home Life Mutual Insurance Company (Phoenix Home Life); Vice
President, Phoenix Series Fund and Vice President, National Securities &
Research Corporation. Mr. Wilson has held various positions with Phoenix Home
Life since 1990.

Jeffrey Miller has served as a portfolio manager for the PROVIDENT GROWTH
PORTFOLIO since the inception date of February 9, 1993. Mr. Miller is a Managing
Director of Provident Investment Counsel and has been with the company since
1972.

George Handtmann has served as a portfolio manager for the PROVIDENT GROWTH
PORTFOLIO since the inception date of February 9, 1993. Mr. Handtmann is a
Managing Director of Provident Investment Counsel and has been with the company
since 1981.

Michael Powers has served as a portfolio manager for the PROVIDENT GROWTH
PORTFOLIO since the inception date of February 9, 1993. Mr. Powers is a Senior
Vice President with Provident Investment Counsel and has been with the company
since 1989.

Shelby M.C. Davis has served as a portfolio manager of the VENTURE VALUE
PORTFOLIO since the inception date of October 28, 1994. Since 1968, Mr. Davis
has been a director of Venture Advisers, Inc. and, as of May 1, 1994, its
controlling stockholder.

Christopher C. Davis has served as a portfolio manager of the VENTURE VALUE
PORTFOLIO since October 1, 1995. Mr. Davis has been employed by Davis Selected
Advisers, L.P. since September, 1989 as an assistant portfolio manager and
research analyst.

Kelly A. Morgan has served as the portfolio manager for the GLOBAL EQUITIES
PORTFOLIO since the inception date of February 9, 1993. Ms. Morgan is a Vice
President of Alliance Capital Management and joined the company in 1988.

Barton Biggs has served as a co-portfolio manager for the INTERNATIONAL
DIVERSIFIED EQUITIES PORTFOLIO since the inception date of October 28, 1994. Mr.
Biggs is Chairman and Chief Investment Officer of Morgan Stanley Asset
Management Inc. and a Director of Morgan Stanley Group, Inc. He joined Morgan
Stanley in 1973 as a General Partner and Managing Director and is a member of
Morgan Stanley Group, Inc.'s Board of Directors and of the Management Committee.

Francine Bovich and Ann Thivierge have served as co-portfolio managers for
the INTERNATIONAL DIVERSIFIED EQUITIES PORTFOLIO since July 1, 1995. Ms. Bovich
is responsible for product development, portfolio management and communication
of asset allocation strategy. She joined Morgan Stanley Asset Management Inc. as
a Principal in

32
<PAGE> 35

1993. Ms. Thivierge is a Vice President of Morgan Stanley Asset Management Inc.
and has been with the company since 1986.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT -- State Street Bank
and Trust Company ("State Street"), 225 Franklin Street, Boston, Massachusetts
02110, is the Trust's custodian, transfer agent and dividend paying agent. State
Street maintains custody of the Trust's securities and cash and the records of
each shareholder's account. State Street also performs other related shareholder
service functions.

PORTFOLIO TURNOVER AND BROKERAGE

All Portfolios effect portfolio transactions without regard to the length
of time particular investments have been held. Under certain market conditions,
the investment policies of the Portfolios may result in high portfolio turnover.
The portfolio turnover rates for the Portfolios are contained in the section
entitled "Financial Highlights." High portfolio turnover involves
correspondingly greater brokerage commissions, to the extent such commissions
are payable, and other transaction costs that are borne directly by the
Portfolio involved. Higher turnover rates reflect an increased rate of
realization of gains and losses by the Portfolio, which would normally affect
the taxable income of the Portfolio's shareholders. Where the shareholder is an
insurance company separate account funding variable annuity contracts, qualified
as such under the Internal Revenue Code of 1986, as amended ("Code"); however,
the contractowners are not currently charged with such income or losses except
to the extent provided under the Code (normally when distributions under the
contracts are made). Corporate bonds and U.S. government securities are
generally traded on a net basis and usually neither brokerage commissions nor
transfer taxes are involved.

Broker-dealers involved in the execution of portfolio transactions on
behalf of the Trust are selected on the basis of their professional capability
and the value and quality of their services. In selecting such broker-dealers,
the Adviser and Subadvisers will consider various relevant factors, including,
but not limited to, the size and type of the transaction; the nature and
character of the markets in which the security can be purchased or sold; the
execution efficiency, settlement capability, and financial condition of the
broker-dealer; the broker-dealer's execution services rendered on a continuing
basis; and the reasonableness of any commissions. The Adviser or a Subadviser
also may select broker-dealers which provide it with research services and may
cause a Portfolio to pay such broker-dealers commissions which exceed those
which other broker-dealers may have charged, if in the Adviser's or Subadviser's
view the commissions are reasonable in relation to the value of the brokerage
and/or research services provided by the broker-dealer. Further, the Adviser or
a Subadviser may effect portfolio transactions through broker-dealer affiliates
of the Trust, Adviser or Subadvisers.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES

Under the Code each Portfolio is treated as a separate regulated investment
company providing qualification requirements are met. To qualify as a regulated
investment company, a Portfolio must, among other things, (a) derive at least
90% of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stocks, securities
or foreign currencies, or other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business of
investing in such stocks, securities or currencies; (b) derive less than 30% of
its gross income from the sale or other disposition of stocks or securities or
certain foreign currencies (or options, futures or forward contracts thereon)
held less than three months (foreign currency gains, including those derived
from options, futures and forward contracts, will not, in any event, be
characterized as short-short gains if they are directly related to the
registered investment company's investments in stocks, options or futures
thereon), and (c) diversify its holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the market value of the Portfolio's assets is
represented by cash, government securities and other securities limited in
respect of any one issuer to 5% of the Portfolio's assets and to not more than
10% of the voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
government securities). Each Portfolio is intended to meet these qualification
requirements.

So long as a Portfolio qualifies as a regulated investment company, such
Portfolio will not be subject to federal income tax on the net investment
company taxable income or net capital gains distributed to shareholders as
ordinary income dividend or capital gains dividends. It is the policy of each
Portfolio to distribute to its shareholders substantially all of its ordinary
income and net long-term capital gains realized during each fiscal year. All

33
<PAGE> 36

distributions are reinvested in shares of the Portfolio at net asset value
unless the transfer agent is instructed otherwise.

Each Portfolio of the Trust is also subject to variable contract asset
diversification regulations prescribed by the U.S. Treasury Department under the
Code. These regulations generally provide that, as of the end of each calendar
quarter or within 30 days thereafter, no more than 55% of the total assets of
the Portfolio may be represented by any one investment, no more than 70% by any
two investments, no more than 80% by any three investments, and no more than 90%
by any four investments. For this purpose, all securities of the same issuer are
considered a single investment, but each U.S. agency or instrumentality is
treated as a separate issuer. If a Portfolio fails to comply with these
regulations, the contracts invested in that Portfolio will not be treated as
annuity, endowment or life insurance contracts for tax purposes.

See the applicable contract prospectus for information regarding the
federal income tax treatment of the contracts and distributions to the separate
accounts.

PRICE OF SHARES

Shares of each Portfolio of the Trust are sold at the net asset value per
share calculated once daily at the close of regular trading (currently 4:00
p.m., New York time) on each day the New York Stock Exchange is open. The
current value of the Portfolio's total assets, less liabilities, is divided by
the total number of shares outstanding, and the result is the net asset value
per share. Assets are generally valued at their market value, where available,
except that short-term securities with 60 days or less to maturity are valued on
an amortized cost basis. For a complete description of the procedures involved
in valuing various Trust assets, see the Statement of Additional Information.

PURCHASES AND REDEMPTIONS

Shares of the Trust currently are offered only to the Variable Separate
Account and FS Variable Separate Account, separate accounts of Anchor National
Life Insurance Company and First SunAmerica Life Insurance Company,
respectively. At present, Trust shares are used as the investment vehicle for
annuity contracts only. The Life Companies may issue variable life contracts
that also will use the Trust as the underlying investment. The offering of Trust
shares to variable annuity and variable life separate accounts is referred to as
"mixed funding." It may be disadvantageous for variable annuity separate
accounts and variable life separate accounts to invest in the Trust
simultaneously. Although neither the Life Companies nor the Trust currently
foresees such disadvantages either to variable annuity or variable life contract
owners, the Board of Trustees of the Trust, based upon information provided by
the Life Companies, would monitor events in order to determine, should a
material conflict arise, what action, if any, need be taken in response thereto.
Shares of the Trust may be offered to separate accounts of other life insurance
companies which are affiliates of the Life Companies.

All shares may be purchased or redeemed by the separate accounts without
any sales or redemption charge at the next computed net asset value. Purchases
and redemptions are made subsequent to corresponding purchases and redemptions
of units of the separate accounts without delay.

Except in extraordinary circumstances and as permissible under the 1940
Act, the redemption proceeds are paid on or before the seventh day following the
request for redemption.

SHAREHOLDER VOTING RIGHTS

All shares of the Trust have equal voting rights and may be voted in the
election of trustees and on other matters submitted to the vote of the
shareholders. Shareholders' meetings ordinarily will not be held unless required
by the 1940 Act. As permitted by Massachusetts law, there normally will be no
shareholders' meetings for the purpose of electing trustees unless and until
such time as fewer than a majority of the trustees holding office have been
elected by shareholders. At that time, the trustees then in office will call a
shareholders' meeting for the election of trustees. The trustees must call a
meeting of shareholders for the purpose of voting upon the removal of any
trustee when requested to do so by the record holders of 10% of the outstanding
shares of the Trust. A trustee may be removed after the holders of record of not
less than two-thirds of the outstanding shares have declared that the trustee be
removed either by declaration in writing or by votes cast in person or by proxy.
Except as set forth above, the trustees shall continue to hold office and may
appoint successor trustees, provided that immediately after the appointment of
any successor trustee, at least two-thirds of the trustees have been elected by
the shareholders. Shares do not have cumulative voting rights. Thus, holders of
a majority of the shares voting for the election of trustees can elect all the
trustees. No amendment may be made to the Declaration of Trust without the
affirmative

34
<PAGE> 37

vote of a majority of the outstanding shares of the Trust, except that
amendments to conform the Declaration to the requirements of applicable federal
laws or regulations or the regulated investment company provisions of the Code
may be made by the trustees without the vote or consent of shareholders. If not
terminated by the vote or written consent of a majority of its outstanding
shares, the Trust will continue indefinitely.

In matters affecting only a particular Portfolio, the matter shall have
been effectively acted upon by a majority vote of that Portfolio even though:
(1) the matter has not been approved by a majority vote of any other Portfolio;
or (2) the matter has not been approved by a majority vote of the Trust.

Shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Trust. The risk of a shareholder incurring any financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations. The Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the Trust
and provides that notice of the disclaimer must be given in each agreement,
obligation or instrument entered into or executed by the Trust or Trustees. The
Declaration of Trust provides for indemnification of any shareholder held
personally liable for the obligations of the Trust and also provides for the
Trust to reimburse the shareholder for all legal and other expenses reasonably
incurred in connection with any such claim or liability.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP has been selected as independent accountants for the
Trust.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to Anchor National Life Insurance
Company or First SunAmerica Life Insurance Company, Service Center, P.O. Box
54299, Los Angeles, California 90054-0299, telephone number (800) 445-7862. In
New York, shareholders should call (800) 99-NYSUN.

FINANCIAL INFORMATION

Further financial information can be found in the Statement of Additional
Information, which is available upon written request to the Trust.

35
<PAGE> 38

Statement of Additional Information

SUNAMERICA SERIES TRUST

This Statement of Additional Information is not a prospectus, but should be
read in conjunction with the current Prospectus of
SunAmerica Series Trust ("Trust"). Capitalized terms used herein but not
defined have the meanings assigned to them in the
Prospectus. The Prospectus may be obtained by writing to the Trust at the
following address:

P.O. Box 54299
Los Angeles, California 90054-0299

February 29, 1996

<PAGE> 39
TABLE OF CONTENTS

<TABLE>
<CAPTION>
TOPIC PAGE
- ----- ----
<S> <C>
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Description of Commercial Paper and Bond Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-22
Trust Officers and Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-27
Investment Advisory and Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-29
Subadvisory Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-31
Dividends, Distributions and Federal Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-33
Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-34
Execution of Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-35
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-39
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-40
</TABLE>

THE TRUST

The Trust, organized as a Massachusetts business trust on September
11, 1992, is an open-end management investment company. Shares of the Trust
are issued and redeemed only in connection with investments in and payments
under variable annuity contracts, and may be sold to fund variable life
contracts in the future.

Shares of the Trust are held by Variable Separate Account and FS
Variable Separate Account, separate accounts of, respectively, Anchor National
Life Insurance Company, an Arizona corporation, and First SunAmerica Life
Insurance Company, a New York corporation. Anchor National Life Insurance
Company and First SunAmerica Life Insurance Company are wholly owned
subsidiaries of SunAmerica Life Insurance Company, an Arizona corporation
wholly owned by SunAmerica Inc., a Maryland corporation.

INVESTMENT OBJECTIVES AND POLICIES

The discussion below is intended to supplement the information
contained in the Prospectus.

CASH MANAGEMENT PORTFOLIO. The Cash Management Portfolio seeks to
achieve its investment objective by investing in a diversified selection of
money market instruments. The money market instruments that the Portfolio may
invest in are as follows:

Commercial Bank Obligations - Certificates of deposit
(interest-bearing time deposits), bankers' acceptances (time drafts
drawn on a commercial bank where the bank accepts an irrevocable
obligation to pay at maturity) and

B-2
<PAGE> 40
documented discount notes (corporate promissory discount notes
accompanied by a commercial bank guarantee to pay at maturity)
representing direct or contingent obligations of commercial banks with
total assets in excess of $1 billion, based on the latest published
reports. The Cash Management Portfolio may also invest in obligations
issued by commercial banks with total assets of less than $1 billion
if the principal amount of these obligations owned by the Cash
Management Portfolio is fully insured by the Federal Deposit Insurance
Corporation ("FDIC").

Savings Association Obligations - Certificates of deposit
(interest-bearing time deposits) issued by mutual savings banks or
savings and loan associations with assets in excess of $1 billion and
whose deposits are insured by the FDIC. The Cash Management Portfolio
may also invest in obligations issued by mutual savings banks or
savings and loan associations with total assets of less than $1
billion if the principal amount of these obligations owned by the Cash
Management Portfolio is fully insured by the FDIC.

Commercial Paper - Short-term notes (up to 9 months) issued by
corporations or governmental bodies. The Cash Management Portfolio
may only purchase commercial paper judged by SunAmerica Asset
Management Corp. ("SAAMCo" or the "Adviser") to be of suitable
investment quality. This includes commercial paper that is (a) rated
in the two highest categories by Standard & Poor's Ratings Services, a
Division of The McGraw-Hill Companies, Inc. ("Standard & Poor's") and
by Moody's Investors Service, Inc. ("Moody's"), or (b) other
commercial paper deemed on the basis of the issuer's creditworthiness
to be of a quality appropriate for the Cash Management Portfolio. (No
more than 5% of the Cash Management Portfolio's assets may be invested
in commercial paper in the second highest rating category; no more
than the greater of 1% or $1 million may be invested in such
securities of any one issuer.) See "Description of Commercial Paper
and Bond Ratings" for a description of the ratings. The Cash
Management Portfolio will not purchase commercial paper described in
(b) above if such paper would in the aggregate exceed 15% of its total
assets after such purchase. The commercial paper in which the Cash
Management Portfolio may invest includes variable amount master demand
notes. Variable amount master demand notes permit the Cash Management
Portfolio to invest varying amounts at fluctuating rates of interest
pursuant to the agreement in the master note. These are direct
lending obligations between the lender and borrower, they are
generally not traded, and there is no secondary market.

B-3
<PAGE> 41

Such instruments are payable with accrued interest in whole or in part
on demand. The amounts of the instruments are subject to daily
fluctuations as the participants increase or decrease the extent of
their participation. Investments in these instruments are limited to
those that have a demand feature enabling the Cash Management
Portfolio unconditionally to receive the amount invested from the
issuer upon seven or fewer days' notice. Generally, the Cash
Management Portfolio attempts to invest in instruments having a
one-day notice provision. In connection with master demand note
arrangements, the Adviser, subject to the direction of the trustees,
monitors on an ongoing basis, the earning power, cash flow and other
liquidity ratios of the borrower, and its ability to pay principal and
interest on demand. The Adviser also considers the extent to which
the variable amount master demand notes are backed by bank letters of
credit. These notes generally are not rated by Moody's or Standard &
Poor's and the Cash Management Portfolio may invest in them only if it
is determined that at the time of investment the notes are of
comparable quality to the other commercial paper in which the
Portfolio may invest. Master demand notes are considered to have a
maturity equal to the repayment notice period unless the Adviser has
reason to believe that the borrower could not make timely repayment
upon demand.

Corporate Bonds and Notes - The Cash Management Portfolio may
purchase corporate obligations that mature or that may be redeemed in
one year or less. These obligations originally may have been issued
with maturities in excess of one year. The Cash Management Portfolio
may invest only in corporate bonds or notes of issuers having
outstanding short-term securities rated in the top two rating
categories by Standard & Poor's and Moody's. See "Description of
Commercial Paper and Bond Ratings" for description of investment-grade
ratings by Standard & Poor's and Moody's.

WORLDWIDE HIGH INCOME PORTFOLIO. The following is additional
disclosure relating to the Portfolio's investments:

Loan Participations and Assignments. The Worldwide High Income
Portfolio may invest in fixed and floating rate loans ("Loans")
arranged through private negotiations between an issuer of sovereign
or corporate debt obligations and one or more financial institutions
("Lenders"). The Portfolio's investments in Loans are expected in
most instances to be in the form of participations in Loans
("Participations") and assignments of all or a portion of Loans
("Assignments")

B-4
<PAGE> 42
from third parties. In the case of Participations, the Portfolio will
have the right to receive payments of principal, interest and any fees
to which it is entitled only from the Lender selling the Participation
and only upon receipt by the Lender of the payments from the borrower.
In the event of the insolvency of the Lender selling a Participation,
the Portfolio may be treated as a general creditor of the Lender and
may not benefit from any set-off between the Lender and the borrower.
The Portfolio will acquire Participations only if the Lender
interpositioned between the Portfolio and the borrower is determined
by the Subadviser to be creditworthy. 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
assignors, however, the rights and obligations acquired by the
Portfolio as the purchaser of an Assignment may differ from, and be
more limited than, those held by the assigning Lender. Because there
is no liquid market for such securities, the Portfolio anticipates
that such securities 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 Assignments or
Participations when necessary to meet the Portfolio's liquidity needs
or in response to a specific economic event such as a deterioration in
the creditworthiness of the borrower. The lack of a liquid secondary
market for Assignments and Participations also may make it more
difficult for the Portfolio to assign a value to these securities for
purposes of valuing the Portfolio and calculating its net asset value.

Structured Investments. The Worldwide High Income Portfolio may
invest a portion of its assets in entities organized and operated
solely for the purpose of restructuring 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 underlying instruments.
The Portfolio is permitted to invest in a class of Structured
Securities that is either

B-5
<PAGE> 43
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. Structured Securities are typically sold in private
placement transactions, and there currently is no active trading
market for Structured Securities.

The Portfolio's investments in government and government-related and
restructured debt instruments are subject to special risks, including
the inability or unwillingness to repay principal and interest,
requests to reschedule or restructure outstanding debt and requests to
extend additional loan amounts.

Short Sales. The Worldwide High Income Portfolio may from time to
time sell securities short without limitation, although initially the
Portfolio does not intend to sell securities short. A short sale is a
transaction in which the Portfolio would sell securities it does not
own (but has borrowed) in anticipation of a decline in the market
price of the securities. When the Portfolio makes a short sale, the
proceeds it receives from the sale will be held on behalf of a broker
until the Portfolio replaces the borrowed securities. To deliver the
securities to the buyer, the Portfolio will need to arrange through a
broker to borrow the securities and, in so doing, the Portfolio will
become obligated to replace the securities borrowed at their market
price at the time of replacement, whatever that price may be. The
Portfolio may have to pay a premium to borrow the securities and must
pay any dividends or interest payable on the securities until they are
replaced.

The Portfolio's obligation to replace the securities borrowed in
connection with a short sale will be secured by collateral deposited
with the Trust's Custodian in the name of the broker that consists of
cash, U.S. government securities or other liquid, high grade debt
obligations. In addition, the Portfolio will place in a segregated
account with its Custodian an amount of cash, U.S. government
securities or other liquid high grade debt obligations equal to the
difference, if any, between (1) the market value of the securities
sold at the time they were sold short and (2) any cash, U.S.
government securities or other liquid high grade debt obligations
deposited as collateral with the broker in connection with the short
sale (not including the proceeds of the short sale). In the event
that the value of the collateral deposited with the broker, plus the
value of the assets in the segregated account should fall below the
value of the securities sold short, additional amounts to cover the
difference will be placed in the segregated accounts. Short sales by
the Portfolio involve certain risks and special considerations.
Possible losses from short sales differ from losses that could be
incurred from a purchase of a security, because

B-6
<PAGE> 44
losses from short sales may be unlimited, whereas losses from
purchases can equal only the total amount invested.

ILLIQUID SECURITIES. Each of the Portfolios may invest no more than
15% (10% in the case of the Cash Management Portfolio) of its net assets,
determined as of the date of purchase, in illiquid securities including
repurchase agreements which have a maturity of longer than seven days or in
other securities that are illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions on resale. Historically,
illiquid securities have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), securities which are
otherwise not readily marketable and repurchase agreements having a maturity of
longer than seven days. Repurchase agreements subject to demand are deemed to
have a maturity equal to the notice period. Securities which have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have
an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to dispose of them, resulting in
additional expense and delay. There generally will be a lapse of time between
a mutual fund's decision to sell an unregistered security and the registration
of such security promoting sale. Adverse market conditions could impede a
public offering of such securities. When purchasing unregistered securities,
the Portfolios will seek to obtain the right of registration at the expense of
the issuer.

In recent years, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be
readily resold or on an issuer's ability to honor a demand for repayment. The
fact that there are contractual or legal restrictions on resale to the general
public or to certain institutions may not be indicative of the liquidity of
such investments.

Restricted securities eligible for resale pursuant to Rule 144A under
the Securities Act for which there is a readily available market will not be
deemed to be illiquid. The Adviser or subadviser, as the case may be, will
monitor the liquidity of such restricted securities subject to the supervision
of the Board of Trustees of the Trust. In reaching liquidity decisions, the
Adviser, or subadviser, as the case may be, will consider, inter alia, pursuant
to guidelines and procedures established by the Trustees, the following
factors: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential

B-7
<PAGE> 45

purchasers; (3) dealer undertakings to make a market in the security; and (4)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer).

The Cash Management Portfolio may invest in commercial paper issues
which include securities issued by major corporations without registration
under the Securities Act in reliance on the exemption from such registration
afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on
the so-called private placement exemption from registration which is afforded
by Section 4(2) of the Securities Act ("Section 4(2) paper"). Section 4(2)
paper is restricted as to disposition under the federal securities laws in that
any resale must similarly be made in an exempt transaction. Section 4(2) paper
is normally resold to other institutional investors through or with the
assistance of investment dealers who make a market in Section 4(2) paper, thus
providing liquidity. Section 4(2) paper that is issued by a company that files
reports under the Securities Exchange Act of 1934 is generally eligible to be
sold in reliance on the safe harbor of Rule 144A described above. The Cash
Management Portfolio's 10% limitation on investments in illiquid securities
includes Section 4(2) paper other than Section 4(2) paper that the Adviser has
determined to be liquid pursuant to guidelines established by the Trustees.
The Portfolio's Board of Trustees delegated to the Adviser the function of
making day-to-day determinations of liquidity with respect to Section 4(2)
paper, pursuant to guidelines approved by the Trustees that require the Adviser
to take into account the same factors described above for other restricted
securities and require the Adviser to perform the same monitoring and reporting
functions.

REVERSE REPURCHASE AGREEMENTS. The Cash Management, High- Yield Bond
and Worldwide High Income Portfolios may enter into reverse repurchase
agreements with brokers, dealers, domestic and foreign banks or other financial
institutions that have been determined by the Adviser or Subadviser to be
creditworthy. In a reverse repurchase agreement, the Portfolio sells a
security and agrees to repurchase it at a mutually agreed upon date and price,
reflecting the interest rate effective for the term of the agreement. It may
also be viewed as the borrowing of money by the Portfolio. The Portfolio's
investment of the proceeds of a reverse repurchase agreement is the speculative
factor known as leverage. The Portfolios will enter into a reverse repurchase
agreement only if the interest income from investment of the proceeds is
expected to be greater than the interest expense of the transaction and the
proceeds are invested for a period no longer than the term of the agreement.
The Portfolio will maintain with the Custodian a separate account with a
segregated portfolio of cash, U.S.

B-8
<PAGE> 46
government securities or other liquid high grade debt obligations in an amount
at least equal to its purchase obligations under these agreements (including
accrued interest). In the event that the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, the buyer or
its trustee or receiver may receive an extension of time to determine whether
to enforce the Portfolio's repurchase obligation, and the Portfolio's use of
proceeds of the agreement may effectively be restricted pending such decision.
Reverse repurchase agreements are considered to be borrowings and are subject
to the percentage limitations on borrowings. See "Investment Restrictions."

FLOATING RATE OBLIGATIONS. These securities have a coupon rate that
changes at least annually and generally more frequently. The coupon rate is
set in relation to money market rates. The obligations, issued primarily by
banks, other corporations, governments and semi-governmental bodies, may have a
maturity in excess of one year. In some cases, the coupon rate may vary with
changes in the yield on Treasury bills or notes or with changes in LIBOR
(London Interbank Offering Rate). The Adviser considers floating rate
obligations to be liquid investments because a number of United States and
foreign securities dealers make active markets in these securities.

COVERED OPTIONS. Each Portfolio may write (sell) covered call and
put options on any securities in which it may invest. A Portfolio may purchase
and write such options on securities that are listed on national domestic
securities exchanges (and, for certain Portfolios, foreign securities
exchanges) or traded in the over-the-counter market. A call option written by
a Portfolio obligates a Portfolio to sell specified securities to the holder of
the option at a specified price if the option is exercised at any time before
the expiration date. All call options written by a Portfolio are covered,
which means that a Portfolio will own the securities subject to the option so
long as the option is outstanding. The purpose of writing covered call options
is to realize greater income than would be realized on portfolio securities
transactions alone. However, in writing covered call options for additional
income, a Portfolio may forego the opportunity to profit from an increase in
the market price of the underlying security.

A put option written by a Portfolio would obligate a Portfolio to
purchase specified securities from the option holder at a specified price if
the option is exercised at any time before the expiration date. All put
options written by a Portfolio would be covered, which means that the Portfolio
would have deposited with its custodian cash, U.S. government securities or
other high-grade debt securities (i.e., securities rated in one of the top
three categories by Moody's or Standard & Poor's, or, if unrated, deemed by the
Adviser or subadviser to be of comparable credit quality) with a value at least
equal to the exercise price of the put option. The purpose of writing such
options is to generate additional income for a Portfolio. However, in return
for the option premium, a Portfolio accepts the risk that it may be required to
purchase the underlying securities at a price in excess of the securities'
market value at the time of purchase.

B-9
<PAGE> 47

PORTFOLIO STRATEGIES RELATED TO FOREIGN SECURITIES. The Global Bond,
High-Yield Bond, Worldwide High Income, Asset Allocation, Venture Value, Global
Equities and International Diversified Equities Portfolios may engage in
various portfolio strategies to reduce certain risks of their respective
investments and/or to attempt to enhance return. These strategies include the
purchase and sale of forward foreign currency exchange contracts, currency and
financial index futures contracts (including, in the case of the Global
Equities Portfolio, stock index futures) and options thereon, put and call
options on currencies and financial indices, and combinations thereof. The
Adviser or Subadviser will use such techniques as market conditions warrant.
Each Portfolio's ability to use these strategies may be limited by market
conditions, regulatory limits and tax considerations and there can be no
assurance that any of these strategies will succeed. New financial products
and risk management techniques continue to be developed and these Portfolios
may use these new investments and techniques to the extent consistent with
their investment objective and policies.

In addition to direct investment, the Portfolios which may invest in
foreign securities may also invest in American Depositary Receipts ("ADRs") and
in other Depositary Receipts, including Global Depositary Receipts ("GDRs"),
European Depositary Receipts ("EDRs") and others (which, together with ADRs,
GDRs and EDRs, are hereinafter collectively referred to as "Depositary
Receipts"), to the extent that such Depositary Receipts become available. ADRs
are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer (the "underlying issuer") and deposited
with the depositary. ADRs include American Depositary Shares and New York
Shares and may be "sponsored" or "unsponsored." Sponsored ADRs are established
jointly by a depositary and the underlying issuer, whereas unsponsored ADRs may
be established by a depositary without participation by the underlying issuer.
GDRs, EDRs and other types of Depositary Receipts are typically issued by
foreign depositaries, although they may also be issued by U.S. depositaries,
and evidence ownership interests in a security or pool of securities issued by
either a foreign or a U.S. corporation. Holders of unsponsored Depositary
Receipts generally bear all the costs associated with establishing the
unsponsored Depositary Receipt. The depositary of unsponsored Depositary
Receipts is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through to the holders of the
unsponsored Depositary Receipt voting rights with respect to the deposited
securities or pool of securities. Depositary Receipts are not necessarily
denominated in the same currency as the underlying securities to which they may
be connected. Generally, Depositary Receipts in registered form are designed
for use in the U.S. securities market and Depositary Receipts in bearer form
are designed for use in securities markets outside the United States.

B-10
<PAGE> 48

A Portfolio may invest in sponsored and unsponsored Depositary Receipts. For
purposes of a Portfolio's investment policies, the Portfolio's investments in
Depositary Receipts will be deemed to be investments in the underlying
securities. The Portfolios also may invest in securities denominated in
European Currency Units ("ECUs"). Generally ADRs, in registered form, are
dollar denominated securities designed for use in the U.S. securities markets,
which represent and may be converted into the underlying foreign security.
EDRs, in bearer form, are designed for use in the European securities markets.
An "ECU" is a "basket" consisting of specified amounts of currencies of certain
of the twelve member states of the European Community. The specific amount of
currencies comprising the ECU may be adjusted by the Council of Ministers of
the European Community from time to time to reflect changes in relative values
of the underlying currencies. In addition, the Portfolios may invest in
securities denominated in other currency "baskets."

FOREIGN CURRENCY AND FINANCIAL INDEX TRANSACTIONS - FORWARD EXCHANGE
AND FUTURES CONTRACTS, OPTIONS AND OPTIONS ON FUTURES CONTRACTS. Certain of
the Portfolios may enter into contracts for the purchase or sale for future
delivery of foreign currencies ("forward currency exchange contracts"),
financial and foreign currency futures contracts or contracts based on
financial indices ("futures contracts") and may purchase and write put and call
options to buy or sell currencies and to buy or sell futures contracts
("options on futures contracts").

A forward foreign currency contract is an obligation to purchase or
sell a currency against another currency at a future date and price as agreed
upon by the parties. A "sale" of a foreign currency futures contract means
entering into a contract to deliver the foreign currencies called for by the
contract at a specified price on a specified date. A "purchase" of a foreign
currency futures contract means entering into a contract to acquire the foreign
currencies called for by the contract at a specified price on a specified date.

An exchange-traded futures contract relating to foreign currency, or a
financial index, is similar to a forward foreign currency exchange contract but
has a standardized size and exchange date. A Portfolio may either accept or
make delivery of the currency at the maturity of such a contract or, prior to
maturity, enter into a closing transaction involving the purchase or sale of an
offsetting contract. The purchaser of a futures contract on an index agrees to
take or make delivery 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. No
physical delivery of the securities underlying the index is made.

B-11
<PAGE> 49
Over-the-counter currency instruments are subject to the risk that the
counterparty to such instruments will default on its obligations. Since
over-the-counter currency instruments are not guaranteed by an exchange or
clearinghouse, a default on the instrument would deprive the Portfolio of
unrealized profits, transaction costs or the benefits of a currency hedge or
force the Portfolio to cover its purchase or sale commitments, if any, at the
current market price. A Portfolio will not enter into such transactions unless
the credit quality of the unsecured senior debt or the claims-paying ability of
the counterparty is considered to be investment grade by the Subadviser.

Certain of the Portfolios may enter into futures contracts in
anticipation of, or to protect against, fluctuations in currency exchange
rates. A Portfolio might, for example, enter into a futures contract when it
wanted to hold securities denominated in a particular currency but anticipated,
and wished to be protected against, a decline in that currency against the U.S.
dollar. Similarly, it might enter into futures contracts to "lock in" the U.S.
dollar price of non-U.S. dollar denominated securities that it anticipated
purchasing. Although futures contracts typically will involve the purchase and
sale of a foreign currency against the U.S. dollar, a Portfolio also may enter
into currency contracts not involving the U.S. dollar.

In connection with these futures transactions, the Trust has filed a
notice of eligibility with the Commodity Futures Trading Commission ("CFTC")
that exempts the Trust from CFTC registration as a "commodity pool operator" as
defined under the Commodity Exchange Act. Pursuant to this notice, each
Portfolio will observe certain CFTC guidelines with respect to its futures
transactions that, among other things, require the Portfolio to use futures for
bona fide "hedging" purposes only (as defined by CFTC rules), and, in the case
of futures transactions for non-bona fide hedging purposes, to limit initial
margin deposits to no more than 5% of its net assets after taking into account
unrealized profits and unrealized losses on any such contracts entered into.
As evidence of this hedging intent, each of the Global Bond, High-Yield Bond,
Worldwide High Income, Asset Allocation, Venture Value, Global Equities and
International Diversified Equities Portfolios expect that on 75% or more of the
occasions on which it takes a long futures or option position (involving the
purchase of futures contracts), the Portfolio will have purchased, or will be
in the process of purchasing, equivalent amounts of related securities in the
cash market at the time when the futures or option position is closed out.
However, in particular cases, when it is economically advantageous for a
Portfolio to do so, a long futures position may be terminated or an option may
expire without the corresponding purchase of securities or other assets. In
addition, subject to the limitation on margin deposits described above, a
Portfolio may engage in futures transactions for non-bona fide hedging
purposes, provided that the total value of such long futures positions will

B-12
<PAGE> 50

not exceed the sum of (a) cash or cash equivalents set aside in an identifiable
manner for this purpose, (b) cash proceeds on existing investments due within
30 days and (c) accrued profits on such futures or options positions.

Parties to futures contracts and holders and writers of options on
futures can enter into offsetting closing transactions, similar to closing
transactions on options, by selling or purchasing, respectively, an instrument
identical to the instrument held or written. Positions in futures and options
on futures may be closed only on an exchange or board of trade where there
appears to be a liquid secondary market. However, there can be no assurance
that such a market will exist for a particular contract at a particular time.
Secondary markets for options on futures are currently in the development
stage, and no Portfolio will trade options on futures on any exchange or board
of trade unless, in the judgment of the applicable Adviser or Subadviser, the
markets for such options have developed sufficiently that the liquidity risks
for such options are not greater than the corresponding risks for futures.

Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a future or related option can vary from
the previous day's settlement price; once that limit is reached, no trades may
be made that day at a price beyond the limit. Daily price limits do not limit
potential losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing liquidation of
unfavorable positions.

If a Portfolio were unable to liquidate a futures or related options
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Portfolio would continue
to be subject to market risk with respect to its position. In addition, except
in the case of purchased options, the Portfolio would continue to be required
to make daily variation margin payments and might be required to maintain the
position being hedged by the future or option or to maintain cash or securities
in a segregated account.

Certain characteristics of the futures market might increase the risk
that movements in the prices of futures contracts or related options might not
correlate perfectly with movements in the prices of the investments being
hedged. For example, all participants in the futures and related options
markets are subject to daily variation margin calls and might be compelled to
liquidate futures or related option positions whose prices are moving
unfavorably to avoid being subject to further calls. These liquidations could
increase price volatility of the instruments and distort the normal price
relationship between the futures or options and the investments being hedged.
Also, because initial margin deposit requirements in the futures markets are
less onerous

B-13
<PAGE> 51
than margin requirements in the securities markets, there might be increased
participation by speculators in the futures markets. This participation also
might cause temporary price distortions. In addition, activities of large
traders in both the futures and securities markets involving arbitrage,
"program trading" and other investment strategies might result in temporary
price distortions.

In connection with the purchase of futures contracts, a Portfolio will
deposit and maintain in a segregated account with the Trust's custodian an
amount of cash, U.S. Government securities or other liquid high grade debt
securities equal to its obligations under the futures contracts less any
amounts maintained in a margin account with the Trust's futures broker.

OPTIONS - Certain of the Portfolios may attempt to accomplish
objectives similar to those involved in their use of futures contracts by
purchasing or selling put or call options on currencies, currency futures
contracts, and financial index futures (including, in the case of the Global
Equities Portfolio, stock index futures. A foreign currency put option gives
the Portfolio as purchaser the right (but not the obligation) to sell a
specified amount of currency at the exercise price until the expiration of the
option. A call option gives the Portfolio as purchaser the right (but not the
obligation) to purchase a specified amount of currency at the exercise price
until its expiration. A Portfolio might purchase a currency put option, for
example, to protect itself during the contract period against a decline in the
U.S. dollar value of a currency in which it holds or anticipates holding
securities. If the currency's value should decline against the U.S. dollar,
the loss in currency value should be offset, in whole or in part, by an
increase in the value of the put. If the value of the currency instead should
rise against the U.S. dollar, any gain to the Portfolio would be reduced by the
premium it had paid for the put option. A currency call option might be
purchased, for example, in anticipation of, or to protect against, a rise in
the value against the U.S. dollar of a currency in which a Portfolio
anticipates purchasing securities.

Currency options may be either listed on an exchange or traded
over-the-counter ("OTC options"). Listed options are third-party contracts
(i.e., performance of the obligations of the purchaser and seller is guaranteed
by the exchange or clearing corporation), and have standardized strike prices
and expiration dates. OTC options are two-party contracts with negotiated
strike prices and expiration dates. OTC options differ from exchange-traded
options in that OTC options are transacted with dealers directly and not
through a clearing corporation (which guarantees performance). Consequently,
there is a risk of non-performance by the dealer. Since no exchange is
involved, OTC options are valued on the basis of a quote provided by the
dealer. A Portfolio will not purchase an OTC option unless it is believed that
daily valuations for such options are readily obtainable. In the case of OTC
options, there

B-14
<PAGE> 52

can be no assurance that a liquid secondary market will exist for any
particular option at any specific time.

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 an 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.

Options on futures contracts to be written or purchased by a 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 future
changes in market conditions or exchange rates which otherwise might either
adversely affect the value of a Portfolio's securities or adversely affect the
prices of securities which a Portfolio intends to purchase at a later date.

CERTAIN RISK FACTORS RELATING TO HIGH-YIELD BONDS. The Fixed Income,
High-Yield Bond, Worldwide High Income, Balanced/Phoenix Investment Counsel and
Asset Allocation Portfolios may invest in high yield bonds. These bonds
present certain risks which are discussed below:

Sensitivity to Interest Rate and Economic Changes -
High-yield bonds are very sensitive to adverse
economic changes and corporate developments. During
an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may
experience financial stress that would adversely
affect their ability to service their principal and
interest payment obligations, to meet projected
business goals, and to obtain additional financing.
If the issuer of a bond defaulted on its obligations
to pay interest or principal or entered into
bankruptcy proceedings, a Portfolio may incur losses
or expenses in seeking recovery of amounts owed to
it. In addition, periods of economic uncertainty and
changes can be expected to result in increased
volatility of market prices of high-yield bonds and
the Portfolio's net asset value.

Payment Expectations - High-yield bonds may contain
redemption or call provisions. If an issuer
exercised these provisions in a declining interest
rate market, a Portfolio would have to replace the
security with a lower yielding security, resulting in
a decreased return for investors. Conversely, a
high-yield bond's value will decrease in a rising
interest rate market,

B-15
<PAGE> 53
as will the value of the Portfolio's assets. If the
Portfolio experiences unexpected net redemptions,
this may force it to sell high-yield bonds without
regard to their investment merits, thereby decreasing
the asset base upon which expenses can be spread and
possibly reducing the Portfolio's rate of return.

Liquidity and Valuation - There may be little trading
in the secondary market for particular bonds, which
may affect adversely a Portfolio's ability to value
accurately or dispose of such bonds. Adverse
publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the
values and liquidity of high-yield bonds, especially
in a thin market.

CONVENTIONAL MORTGAGE PASS-THROUGH SECURITIES. Conventional mortgage
pass-through securities ("Conventional Mortgage Pass-Throughs") represent
participation interests in pools of mortgage loans that are issued by trusts
formed by originators of the institutional investors in mortgage loans (or
represent custodial arrangements administered by such institutions). These
originators and institutions include commercial banks, savings and loans
associations, credit unions, savings banks, insurance companies, investment
banks or special purpose subsidiaries of the foregoing. For federal income tax
purposes, such trusts are generally treated as grantor trusts or real estate
mortgage conduits ("REMIC") and, in either case, are generally not subject to
any significant amount of federal income tax at the entity level.

The mortgage pools underlying Conventional Mortgage Pass-Throughs
consist of conventional mortgage loans evidenced by promissory notes secured by
first mortgages or first deeds of trust or other similar security instruments
creating a first lien on residential or mixed residential and commercial
properties. Conventional Mortgage Pass-Throughs (whether fixed or adjustable
rate) provide for monthly payments that are a "pass-through" of the monthly
interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans, net of any fees or other
amount paid to any guarantor, administrator and/or servicer of the underlying
mortgage loans. A trust fund with respect to which a REMIC election has been
made may include regular interests in other REMICs which in turn will
ultimately evidence interests in mortgage loans.

Conventional mortgage pools generally offer a higher rate of interest
than government and government-related pools because of the absence of any
direct or indirect government or agency payment guarantees. However, timely
payment of interest and principal of mortgage loans in these pools may be
supported by various forms of insurance or guarantees, including individual
loans, title, pool

B-16
<PAGE> 54
and hazard insurance and letters of credit. The insurance and guarantees may
be issued by private insurers and mortgage poolers. Although the market for
such securities is becoming increasingly liquid, mortgage-related securities
issued by private organizations may not be readily marketable.

CERTAIN COLLATERALIZED MORTGAGE OBLIGATIONS. Principal and interest
on the underlying mortgage assets may be allocated among the several classes of
Collateralized Mortgage Obligations ("CMOs") in various ways. In certain
structures (known as "sequential pay" CMOs), payments of principal, including
any principal prepayments, on the mortgage assets generally are applied to the
classes of CMOs in the order of their respective final distribution dates.
Thus no payment of principal will be made on any class of sequential pay CMOs
until all other classes having an earlier final distribution date have been
paid in full.

Additional structures of CMOs include, among others, "parallel pay"
CMOs. Parallel pay CMOs are those which are structured to apply principal
payments and prepayments of the mortgage assets to two or more classes
concurrently on a proportionate or disproportionate basis. These simultaneous
payments are taken into account in calculating the final distribution date of
each class.

A wide variety of CMOs may be issued in the parallel pay or sequential
pay structures. These securities include accrual certificates (also known as
"Z-Bonds"), which only accrue interest at a specified rate until all other
certificates having an earlier final distribution date have been retired and
are converted thereafter to an interest-paying security, and planned
amortization class ("PAC") certificates, which are parallel pay CMOs which
generally require that specified amounts of principal be applied on each
payment date to one or more classes of CMOs (the "PAC Certificates"), even
though all other principal payments and prepayments of the mortgage assets are
then required to be applied to one or more other classes of the certificates.
The scheduled principal payments for the PAC Certificates generally have the
highest priority on each payment date after interest due has been paid to all
classes entitled to receive interest currently. Shortfalls, if any, are added
to the amount payable on the next payment date. The PAC Certificate payment
schedule is taken into account in calculating the final distribution date of
each class of PAC. In order to create PAC tranches, one or more tranches
generally must be created that absorb most of the volatility in the underlying
mortgage assets. These tranches tend to have market prices and yields that are
much more volatile than the PAC classes.

B-17
<PAGE> 55

DESCRIPTION OF COMMERCIAL PAPER AND BOND RATINGS

COMMERCIAL PAPER RATINGS. Moody's employs the designations "P-1,"
"P-2" and "P-3" to indicate commercial paper having the highest capacity for
timely repayment. Issuers rated P-1 have a superior capacity for repayment of
short-term promissory obligations. P-1 repayment capacity will normally be
evidenced by the following characteristics: leading market positions in
well-established industries; high rates of return on funds employed;
conservative capitalization structures with moderate reliance on debt and ample
asset protection; broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and well-established access to a range of
financial markets and assured sources of alternate liquidity. Issues rated P-2
have a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited above, but
to a lesser degree. Earnings trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternative
liquidity is maintained.

Standard and Poor's ratings of commercial paper are graded into four
categories ranging from A for the highest quality obligations to D for the
lowest. A - Issues assigned its highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with numbers 1, 2, and 3 to indicate the relative degree of safety. A-1 -
This designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation. A-2 - Capacity for timely payments on issues with this
designation is strong. However, the relative degree of safety is not as high
as for issues designated A-1.

Duff & Phelps Rating Co. ("Duff & Phelps") commercial paper ratings
are consistent with the short-term rating criteria utilized by money market
participants. Duff & Phelps commercial paper ratings refine the traditional 1
category. The majority of commercial issuers carry the higher short-term
rating yet significant quality differences within that tier do exist. As a
consequence, Duff & Phelps has incorporated gradations of 1+ and 1- to assist
investors in recognizing those differences.

Duff 1+ - Highest certainty of time repayment. Short-term liquidity,
including internal operating factors and/or access to alternative sources of
funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations. Duff 1 - Very high certainty of timely

B-18
<PAGE> 56
payment. Liquidity factors are excellent and supported by good fundamental
protection factors. Risk factors are minor. Duff 1- - High certainty of
timely payment. Liquidity factors are strong and supported by good fundamental
protection factors. Risk factors are very small. Duff 2 - Good certainty of
timely payment. Liquidity factors and company fundamentals are sound.
Although ongoing funding needs may enlarge total financing requirements, access
to capital markets is good. Risk factors are small. Duff 3 - Satisfactory
liquidity and other protection factors, qualify issue as investment grade.
Risk factors are larger and subject to more variation. Nevertheless, timely
payment is expected. Duff 4 - Speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation. Duff 5 - Default.

The short-term ratings of Fitch Investor Services, Inc. ("Fitch")
apply to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment notes.
The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner. Fitch short-term ratings are as follows: F-1+ Exceptionally Strong
Credit Quality - Issues assigned this rating are regarded as having the
strongest degree of assurance for timely payment. F-1 Very Strong Credit
Quality -Issues assigned this rating reflect an assurance of timely payment
only slightly less in degree than issues rated F-1+. F-2 Good Credit Quality -
Issues assigned this rating have a satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues assigned F-1+
and F-1 ratings. F-3 Fair Credit Quality - Issues assigned this rating have
characteristics suggesting that the degree of assurance for timely payment is
adequate, however, near-term adverse changes could cause these securities to be
rated below investment grade. F-5 Weak Credit Quality -Issues assigned this
rating have characteristics suggesting a minimal degree of assurance for timely
payment and are vulnerable to near-term adverse changes in financial and
economic conditions. D Default - Issues assigned this rating are in actual or
imminent payment default. LOC - The symbol LOC indicates that the rating is
based on a letter of credit issued by a commercial bank.

Thomson BankWatch, Inc. ("BankWatch") short-term ratings apply only to
unsecured instruments that have a maturity of one year or less. These
short-term ratings specifically assess the likelihood of an untimely payment of
principal and interest. TBW-1 is the highest category, which indicates a very
high degree of likelihood that principal and interest will be paid on a timely
basis. TBW-2 is the second highest category and, while the degree of safety
regarding timely repayment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated TBW-1.

B-19
<PAGE> 57
CORPORATE DEBT SECURITIES. Moody's rates the long-term debt
securities issued by various entities from "Aaa" to "C." Aaa - Best quality.
These securities carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a larger, 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
more unlikely to impair the fundamentally strong position of these issues. Aa
- - High quality by all standards. They are rated lower than the best bond
because margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude, or there may be
other elements present that make the long-term risks appear somewhat greater.
A - Upper medium grade obligations. These bonds possess many favorable
investment attributes. Factors giving security to principal and interest are
considered adequate, but elements may be present that suggest a susceptibility
to impairment sometime in the future. Baa - Medium grade obligations.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and, in fact, have speculative characteristics as
well. Ba - Have speculative elements; future cannot be considered as well
assured. 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. Bonds in this class are characterized by uncertainty of position.
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 - Of poor standing.
Issues may be in default or there may be present elements of danger with
respect to principal or interest. Ca - Speculative in a high degree; often
in default or have other marked shortcomings. C - Lowest rated class of
bonds; can be regarded as having extremely poor prospects of ever attaining any
real investment standings.

Standard & Poor's rates the long-term securities debt of various
entities in categories ranging from "AAA" to "D" according to quality. AAA -
Highest rating. Capacity to pay interest and repay principal is extremely
strong. AA - High grade. Very strong capacity to pay interest and repay
principal. Generally, these bonds differ from AAA issues only in a small
degree. A - Have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of change in
circumstances and economic conditions than debt in higher rated categories.
BBB - Regarded as having adequate capacity to pay interest and repay
principal. These bonds normally exhibit adequate protection parameters, but
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal than for debt

B-20
<PAGE> 58
in higher rated categories. BB, B, CCC, CC, C - Regarded, on balance, as
predominately speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicated the
lowest degree of speculation and C the highest degree of speculative. While
this debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions. C1 - Reserved for income bonds on which no interest is being
paid. D - In default and payment of interest and/or repayment of principal
is in arrears.

Fitch rates the long-term debt securities issued by various entities
in categories "AAA" to "D" according to quality. AAA is considered to be
investment grade and of the highest credit quality. The ability to pay
interest and repay principal is exceptionally strong. AA is considered to be
investment grade and of very high credit quality. The ability to pay interest
and repay principal is very strong, although not quite as strong as AAA issues.
A is considered to be investment grade and of high credit quality. The ability
to pay interest and repay principal is strong, but these issues may be more
vulnerable to adverse changes in economic conditions and circumstances than
higher rated issues. BBB is considered to be investment grade and of
satisfactory credit quality. The ability to pay interest and repay principal
is adequate. These issues are more likely to be affected by adverse changes in
economic conditions and circumstances and, therefore, impair timely payment.
The likelihood that the ratings of these issues will fall below investment
grade is higher than for issues with higher ratings. BB is considered
speculative. The ability to pay interest and repay principal may be affected
over time by adverse economic changes. B is considered highly speculative.
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 throughout the life of the issue. CCC issues are considered
to have certain identifiable characteristics which may lead to default. The
ability to meet obligations requires an advantageous business and economic
environment. CC issues are minimally protected and default in payment of
interest and/or principal seems probable over time. Issues rated C are in
imminent default in payment of interest or principal. DDD, DD, and D issues
are in default on interest and/or principal payments and are extremely
speculative. Plus(+) and minus(-) signs are used with a rating symbol to
indicate the relative position within the rating category.

Duff & Phelps rates long-term debt specifically to credit quality,
i.e., the likelihood of timely payment for principal and interest. AAA is
considered the highest quality. AA is considered high quality. A is regarded
as good quality. BBB is considered to be investment grade and of satisfactory
credit quality. BB and B are considered to be non-investment grade and CCC is
regarded as speculative. Ratings in the long-term debt categories may include

B-21
<PAGE> 59

a plus(+) or minus(-) designation which indicates where within the respective
category the issue is placed.

BankWatch rates the long-term debt securities issued by various
entities either AAA or AA. AAA is the highest category, which indicates the
ability to repay principal and interest on a timely basis is very high. AA is
the second highest category, which indicates a superior ability to repay
principal and interest on a timely basis with limited incremental risk versus
issues rated in the highest category. Ratings in the long-term debt categories
may include a plus (+) or minus (-) designation which indicates where within
the respective category the issue is placed.

INVESTMENT RESTRICTIONS

The Trust has adopted certain investment restrictions for each
Portfolio that cannot be changed without approval by a majority of its
outstanding shares. Such majority is defined as the vote of the lesser of (i)
67% or more of the outstanding shares present at a meeting, if the holders of
more than 50% of the outstanding shares are present in person or by proxy or
(ii) more than 50% of the outstanding shares.

INVESTMENT RESTRICTIONS OF THE CASH MANAGEMENT PORTFOLIO

The Cash Management Portfolio has adopted the following restrictions
that are fundamental policies. These fundamental policies, as well as the Cash
Management Portfolio's investment objective, cannot be changed without approval
by a majority of its outstanding shares. All percentage limitations expressed
in the following investment restrictions are measured immediately after the
relevant transaction is made. The Cash Management Portfolio may not:

1. Invest more than 5% of the value of its total assets in the
securities of any one issuer, provided that this limitation shall apply only to
75% of the value of the Portfolio's total assets, and, provided further, that
the limitation shall not apply to obligations of the government of the U.S. or
of any corporation organized as an instrumentality of the U.S. under a general
Act of Congress.

2. As to 75% of its total assets, purchase more than 10% of the
outstanding voting class of securities of an issuer.

B-22
<PAGE> 60
addition, the Portfolio may, if deemed advisable, invest more than 25% of its
assets in the obligations of domestic commercial banks.

4. Enter into any repurchase agreement maturing in more than
seven days or invest in any other illiquid security if, as a result, more than
10% of the Portfolio's total assets would be so invested.

5. Make loans to others except for the purchase of the debt
securities listed above under its Investment Policies. The Portfolio may,
however, enter into repurchase agreements.

6. Borrow money, except from banks for temporary purposes, and
then in an amount not in excess of 5% of the value of the Portfolio's total
assets. Moreover, in the event that the asset coverage for such borrowings
falls below 300%, the Portfolio will reduce within three days the amount of its
borrowings in order to provide for 300% asset coverage.

7. Pledge or hypothecate its assets.

8. Sell securities short except to the extent that the Portfolio
contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short.

9. Invest in puts, calls, straddles, spreads or any combination
thereof.

10. Purchase or sell securities of other investment companies
(except in connection with a merger, consolidation, acquisition or
reorganization), real estate or commodities.

11. Act as underwriter of securities issued by others, engage in
distribution of securities for others, or make investments in other companies
for the purpose of exercising control or management. This restriction does not
apply to the Worldwide High Income Portfolio, nor does Restriction No. 8 above,
preclude the segregation of assets by that Portfolio in connection with short
sales of securities that it does not contemporaneously own or have the right to
acquire without additional cost.

Notwithstanding investment restriction Number 1 above, in order to
comply with Rule 2a-7 under the Investment Company Act of 1940, as amended (the
"1940 Act"), the Cash Management Portfolio has adopted a more restrictive
policy (which may be changed by the trustees without shareholder approval) of
investing no more than 5% of its assets (measured at the time of purchase) in
the securities of any one issuer (other than the U.S. Government); provided
however, that the Cash Management Portfolio may invest, as to 25% of its
assets, more than 5% of its assets in certain high-quality securities (as
defined in the Rule) of a single issuer for a period of up to three business
days. The purchase by the Cash Management Portfolio of securities that have
"put" or "stand-by" commitment features are not considered "puts" for purposes
of investment restriction Number 9 above.

B-23
<PAGE> 61
INVESTMENT RESTRICTIONS OF THE FIXED INCOME PORTFOLIO, GLOBAL BOND PORTFOLIO,
HIGH-YIELD BOND PORTFOLIO, WORLDWIDE HIGH INCOME PORTFOLIO,
BALANCED/PHOENIX INVESTMENT COUNSEL PORTFOLIO, ASSET ALLOCATION PORTFOLIO,
GROWTH-INCOME PORTFOLIO, ALLIANCE GROWTH PORTFOLIO, GROWTH/PHOENIX
INVESTMENT COUNSEL PORTFOLIO, PROVIDENT GROWTH PORTFOLIO, VENTURE VALUE
PORTFOLIO, GLOBAL EQUITIES PORTFOLIO AND INTERNATIONAL DIVERSIFIED
EQUITIES PORTFOLIO

The Fixed Income Portfolio, Global Bond Portfolio, High-Yield Bond
Portfolio, Worldwide High Income Portfolio, Balanced/Phoenix Investment Counsel
Portfolio, Asset Allocation Portfolio, Growth-Income Portfolio, Alliance Growth
Portfolio, Growth/Phoenix Investment Counsel Portfolio, Provident Growth
Portfolio, Venture Value Portfolio, Global Equities Portfolio and International
Diversified Equities Portfolio have each adopted the following investment
restrictions that are fundamental policies. These fundamental policies cannot
be changed without the approval of the holders of a majority of the outstanding
shares of the respective Portfolio. All percentage limitations expressed in
the following investment restrictions are measured immediately after the
relevant transaction is made. These Portfolios may not:

1. Other than the Global Bond, Worldwide High Income and
International Diversified Equities Portfolios, invest more than 5% of the value
of the total assets of a Portfolio in the securities of any one issuer,
provided that this limitation shall apply only to 75% of the value of the
Portfolio's total assets and, provided further, that the limitation shall not
apply to obligations issued or guaranteed by the government of the United
States or of any of its agencies or instrumentalities.

2. As to 75% of its total assets, purchase more than 10% of any
class of the outstanding voting securities of an issuer. This restriction does
not apply to the Global Bond, International Diversified Equities and Worldwide
High Income Portfolios.

3. Invest more than 25% of the Portfolio's total assets in the
securities of issuers in the same industry. Obligations of the U.S.
Government, its agencies and instrumentalities are not subject to this 25%
limitation on industry concentration. The Portfolio may, if deemed advisable,
invest more than 25% of its assets in the obligations of domestic commercial
banks.

4. Invest in real estate (including limited partnership interests
but excluding securities of companies, such as real estate investment trusts,
which deal in real estate or interests therein); provided that a Portfolio may
hold or sell real estate acquired as a result of the ownership of securities.

5. Purchase commodities or commodity contracts; except that any
Portfolio may engage in transactions in put and call options on securities,
indices and currencies, forward and futures contracts on securities, indices
and currencies, put and call options on such futures contracts, forward
commitment transactions, forward foreign

B-24
<PAGE> 62

currency exchange contracts, interest rate, mortgage and currency swaps and
interest rate floors and caps.

6. Invest in companies for the purpose of exercising control or
management.

7. Make loans to others except for (a) the purchase of debt
securities; (b) entering into repurchase agreements; and (c) with respect to
the Fixed Income, Global Bond, High-Yield Bond, Worldwide High Income,
Balanced/Phoenix Investment Counsel, Asset Allocation, Growth-Income, Venture
Value, Global Equities and International Diversified Equities Portfolios, the
lending of its portfolio securities.

8. Borrow money, except from banks for temporary purposes, and
then in an amount not in excess of one-third of the value of a Portfolio's
total assets. Moreover, in the event that the asset coverage for such
borrowings falls below 300%, the Portfolio will reduce, within three days, the
amount of its borrowings in order to provide for 300% asset coverage. A
Portfolio, other than the Worldwide High Income Portfolio, will not purchase
additional securities while the value of its borrowings exceeds 5% of its total
assets. Notwithstanding the foregoing, the Worldwide High Income Portfolio may
borrow for investment purposes.

9. Purchase securities on margin.

10. Pledge, mortgage or hypothecate its assets, except to the
extent necessary to secure permitted borrowings and, to the extent related to
the segregation of assets in connection with the writing of covered put and
call options and the purchase of securities or currencies on a forward
commitment or delayed-delivery basis and collateral and initial or variation
margin arrangements with respect to forward contracts, options, futures
contracts and options on futures contracts. In addition, the Worldwide High
Income Portfolio may pledge units in reverse repurchase agreements.

11. Sell securities short except to the extent that a Portfolio
contemporaneously owns, or has the right to acquire at no additional cost,
securities identical to those sold short.

12. Purchase or sell securities of other investment companies
(except in connection with a merger, consolidation, acquisition or
reorganization); provided, however, that (a) the Global Equities Portfolio may
purchase securities of a closed-end investment company, (b) to the extent
permitted by applicable law and approved by the Board of Trustees (the
"Trustees"), the Asset Allocation Portfolio, Global Bond Portfolio and Fixed
Income Portfolio may invest uninvested cash balances in any money market fund
for which their respective Subadvisers or any affiliate thereof acts as
investment adviser, and (c) the Worldwide High Income, Balanced/Phoenix
Investment Counsel, Venture Value and

B-25
<PAGE> 63

International Diversified Equities Portfolios may purchase securities of other
investment companies; provided, however, that in each case (i) a Portfolio owns
no more than 3% of the total outstanding voting stock of any investment
company, (ii) no more than 5% of the value of a Portfolio's total assets are
invested in securities of any investment company, and (iii) no more than 10% of
such value is invested in investment companies in the aggregate.

13. Engage in underwriting of securities issued by others, except
to the extent it may be deemed to be acting as an underwriter in the purchase
and resale of portfolio securities.

In addition to the foregoing, the Fixed Income, Global Bond,
High-Yield Bond, Worldwide High Income, Balanced/Phoenix Investment Counsel,
Asset Allocation, Growth-Income, Alliance Growth, Growth/Phoenix Investment
Counsel, Provident Growth, Venture Value, Global Equities and International
Diversified Equities Portfolios have each adopted a non-fundamental policy
(which may be changed by the Trustees without shareholder approval) of not
entering into any repurchase agreement maturing in more than seven days or
investing in any other illiquid security if, as a result, more than 15% of a
Portfolio's total assets would be so invested.

B-26
<PAGE> 64
TRUST OFFICERS AND TRUSTEES

The trustees and executive officers of the Trust, their ages and
principal occupations for the past five years are set forth below. Each
Trustee also serves as a trustee of the Anchor Pathway Fund. Unless otherwise
noted, the address of each executive officer and trustee is 1 SunAmerica
Center, Century City, Los Angeles, California 90067-6022.

Name, Age and Position(s)
Held with the Trust Principal Occupation(s) During Past Five Years
-------------------- -----------------------------------------------
<S> <C>
RICHARDS D. BARGER, 67, Trustee Senior Partner, Law Firm of Barger & Wolen; former
Director, Anchor National Life Insurance Company ("Anchor
National")(from 1980 to 1986).

FRANK L. ELLSWORTH, 52, Trustee President, the Independent Colleges of Southern California
(991-present; President and Professor of Political
Studies, Pitzer College (1979-1991).

GORDON F. HAMPTON, 83, Trustee Senior Partner, Law Firm of Sheppard, Mullin, Richter &
Hampton (since 1938).

NORMAN J. METCALFE, 53, Trustee Vice Chairman and Chief Financial Officer, The Irvine
Company (March 1993 to Present); Executive Vice President
(1986-1992) and Director (1984-1993), SunAmerica Inc.;
formerly, President, SunAmerica Investments, Inc.(1988-
1992); and Executive Vice President and Director, Anchor
National (1986-1992).

JAMES K. HUNT, 44, Trustee, Chairman and Executive Vice President, SunAmerica Investments, Inc.
President* (1993 to present); President, SunAmerica Corporate Finance
(since January 1994); Senior Vice President, SunAmerica
Investments Inc. (1990-1993).

SCOTT L. ROBINSON, 49, Senior Vice President, Senior Vice President and Controller, SunAmerica Inc. (since
Treasurer and Controller 1991); Senior Vice President of Anchor National (since
1988); Vice President and Controller, SunAmerica Inc.
(1986-1991), (joined SunAmerica Inc. in 1978)

SUSAN L. HARRIS, 38, Senior Vice President (since November 1995),
Vice President, Counsel and Secretary Secretary (since 1989) and General Counsel (since
December 1994), SunAmerica Inc.;

</TABLE>

B-27
<PAGE> 65

<TABLE>
<S> <C>
Senior Vice President and Secretary,
Anchor National (since 1990); Joined
SunAmerica Inc. in 1985.

PETER C. SUTTON, 31 Vice President, SunAmerica Asset Management Corp.,
Vice President since September, 1994; Treasurer, SunAmerica Funds
The SunAmerica Center (since February, 1996) Controller, SunAmerica
733 Third Avenue Funds (1993-1996); Assistant Controller,
New York, NY 10017-3204 SunAmerica Funds (1990-1993)

</TABLE>

__________________
* A trustee who may be deemed to be an "interested person" of the
Trust as that term is defined in the 1940 Act.

The following table sets forth information summarizing the
compensation of each of the Trustees for his services as Trustee for the fiscal
year ended November 30, 1995.

COMPENSATION TABLE

Aggregate Pension or Retirement Total Compensation from
Compensation from Benefits Accrued as Registrant and Fund
Trustee Registrant Part of Fund Expenses* Complex Paid to Trustees*
------- ----------------- ---------------------- -------------------------
<S> <C> <C> <C>
Richards D. Barger $7,000 - $20,000

Frank L. Ellsworth $7,000 - $20,000

Gordon F. Hampton $7,000 - $20,000

Norman J. Metcalfe $7,000 - $20,000
</TABLE>

* Information is as of November 30, 1995 for the two Funds in the complex which
pay fees to these directors/trustees (the Trust and Anchor Pathway Fund).

The Trust pays no salaries or compensation to any of its officers, all
of whom are officers or employees of Anchor National Life Insurance Company or
its affiliates. An annual fee of $5,000, plus $500 for each meeting attended,
and expenses are paid to each trustee who is not an officer or employee of
Anchor National Life Insurance Company or its affiliates for attendance at
meetings of the Board of Trustees. All other trustees receive no remuneration
from the Trust.

B-28
<PAGE> 66
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

The Trust, on behalf of each Portfolio, entered into an Investment
Advisory and Management Agreement with SunAmerica Asset Management Corp. to
handle the Trust's day-to-day affairs.

The Investment Advisory and Management Agreement (except with respect
to the Venture Value, International Diversified Equities, Worldwide High Income
and Balanced/Phoenix Investment Counsel Portfolios) continues in effect from
year to year, in accordance with its terms, unless terminated, and may be
renewed from year to year as to each Portfolio for so long as such renewal is
specifically approved at least annually by (i) the Board of Trustees, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of each relevant Portfolio, and (ii) the vote of a majority of
Trustees who are not parties to the Agreement or interested persons (as defined
in the 1940 Act) of any such party, cast in person, at a meeting called for the
purpose of voting on such approval. The Agreement was last renewed by the
Board of Trustees on July 19, 1995. The Agreement also provides that it may be
terminated by either party without penalty upon 60 days' written notice to the
other party. The Agreement provides for automatic termination upon assignment.
With respect to the Venture Value, International Diversified Equities,
Worldwide High Income and Balanced/Phoenix Investment Counsel Portfolios, the
Agreement will continue in effect until September 16, 1996, unless terminated,
and may be renewed from year-to-year thereafter in the manner set forth above.

The Advisory Agreement provides that the Adviser shall act as
investment adviser to the Trust, manage the Trust's investments, administer its
business affairs, furnish offices, necessary facilities and equipment, provide
clerical, bookkeeping and administrative services, and permit any of the
Adviser's officers or employees to serve without compensation as Trustees or
officers of the Trust if duly elected to such positions. Under the Advisory
Agreement, the Trust agrees to assume and pay certain charges and expenses of
its operations, including: direct charges relating to the purchase and sale of
portfolio securities, interest charges, fees and expenses of independent legal
counsel and independent accountants, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption
of shares, expenses of registering and qualifying shares for sale, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
expenses of data processing and related services, shareholder recordkeeping and
shareholder account service, expenses of printing and distributing prospectuses
and statements of additional information, expenses of annual and special
shareholders' meetings, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of Trustees who are not employees of the Adviser or its affiliates,
membership dues in the

B-29
<PAGE> 67

Investment Company Institute or any similar organization, all taxes and fees to
Federal, state or other governmental agencies, insurance premiums and
extraordinary expenses such as litigation expenses.

Each Portfolio pays its actual expenses for custodian services and a
portion of the Custodian's costs determined by the ratio of portfolio assets to
the total assets of the Trust, brokerage commissions or transaction costs, and
registration fees. Subject to supervision of the Board of Trustees, fees for
independent accountants, legal counsel, costs of reports of notices to
shareholders will be allocated based on the relative net assets of each
Portfolio. With respect to audit or legal fees clearly attributable to one
Portfolio, they will be assessed, subject to review by the Board of Trustees,
against that Portfolio.

As compensation for its services, the Adviser receives from the Trust
a fee, accrued daily and payable monthly, based on the net assets of each
Portfolio. This fee will be reduced to the extent necessary to comply with any
applicable state expense limitations. Presently, the most restrictive expense
limitation requires that the Trust's aggregate annual expenses (excluding
interest, taxes and brokerage fees) shall not normally exceed 2.5% of the first
$30 million of average net assets, 2% of the next $70 million of average net
assets and 1.5% of the remaining average net assets.

The following table sets forth the total advisory fees received by the
Adviser from each Portfolio pursuant to the Advisory Agreement for the fiscal
years ended November 30, 1995, 1994 and 1993.

ADVISORY FEES

<TABLE>
<CAPTION>
Portfolio 1995 1994 1993*
--------- ---- ---- -----
<S> <C> <C> <C>
Cash Management $438,400 $324,890 $63,788

Fixed Income $144,546 $117,895 $17,489

Global Bond $365,313 $291,574 $41,215

High-Yield Bond $478,203 $390,246 $111,701

Worldwide High Income $143,765 $9,545** n/a

Balanced/Phoenix Investment Counsel $92,499 $745** n/a

Asset Allocation $1,000,248 $547,474 $53,709

Growth-Income $794,078 $475,666 $108,293
</TABLE>

B-30
<PAGE> 68

<TABLE>
<S> <C> <C> <C>
Alliance Growth $635,979 $287,322 $53,308

Growth/Phoenix Investment Counsel $835,634 $642,732 $164,746

Provident Growth $785,809 $532,538 $142,566

Venture Value $504,014 $1,592** n/a

Global Equities $1,185,831 $884,882 $102,011

International Diversified Equities $283,908 $10,202** n/a
</TABLE>

* For the period 2/9/93 (commencement of operations) through 11/30/93
** For the period 10/28/94 (commencement of operations) through 11/30/94

PERSONAL TRADING. The Trust and the Adviser have adopted a written
Code of Ethics (the "Code") which prescribes general rules of conduct and sets
forth guidelines with respect to personal securities trading by "Access
Persons" thereof. An Access Person as defined in the Code is an individual who
is a trustee, director, officer, general partner or advisory person of the
Trust or the Adviser. Among the guidelines on personal securities trading
include: (i) securities being considered for purchase or sale, or purchased or
sold, by any Investment Company advised by the Adviser, (ii) Initial Public
Offerings, (iii) private placements, (iv) blackout periods, (v) short-term
trading profits, (vi) gifts, and (vii) services as a director. These
guidelines are substantially similar to those contained in the Report of the
Advisory Group on Personal Investing issued by the Investment Company
Institute's Advisory Panel. The Adviser reports to the Board of Trustees on a
quarterly basis, as to whether there were any violations of the Code by Access
Persons of the Trust or the Adviser during the quarter.

The Subadvisers have adopted a written Code of Ethics, the provisions
of which are materially similar to those in the Code, and have undertaken to
comply with the provisions of the Code to the extent such provisions are more
restrictive. Further, the Subadvisers report to the Adviser on a quarterly
basis, as to whether there were any Code of Ethics violations by employees
thereof who may be deemed Access Persons of the Trust. In turn, the Adviser
reports to the Board of Trustees as to whether there were any violations of the
Code by Access Persons of the Trust or the Adviser.

SUBADVISORY AGREEMENTS

Alliance Capital Management L.P. ("Alliance"), Goldman Sachs Asset
Management, ("GSAM"), a separate division of Goldman, Sachs & Co., Goldman
Sachs Asset Management International, ("GSAM-

B-31
<PAGE> 69

International"), an affiliate of Goldman, Sachs & Co., Morgan Stanley
Asset Management Inc., Phoenix Investment Counsel, Inc., Provident Investment
Counsel, Inc. and Davis Selected Advisers, L.P. act as Subadvisers to certain
of the Trust's Portfolios pursuant to various Subadvisory Agreements with
SAAMCo. Under the Subadvisory Agreements, the Subadvisers manage the investment
and reinvestment of the assets of the respective Portfolios for which they are
responsible. Each of the Subadvisers is independent of SAAMCo and discharges
its responsibilities subject to the policies of the Trustees and the oversight
and supervision of SAAMCo, which pays the Subadvisers' fees.

The following table sets forth the fees paid to the Subadvisers for
the fiscal years ended November 30, 1995, 1994 and 1993.

SUBADVISORY FEES

<TABLE>
<CAPTION>
Subadviser Portfolio 1995 1994 1993
---------- --------- ---- ---- ----
<S> <C> <C> <C> <C>
Alliance Growth $306,832 $143,523 $26,654**
Alliance Growth-Income $379,671 $232,937 $52,638**
Global Equities $616,892 $467,441 $56,673**

Asset
GSAM Allocation $485,722 $275,339 $28,273***
Fixed Income $72,273 $58,947 $8,745***

GSAM
International Global Bond $194,306 $155,506 $21,981***

Growth/Phoenix
Phoenix Investment
Investment Counsel $399,134 $310,107 $82,113**
Counsel
Balanced/
Phoenix Investment
Counsel $46,249 $372* n/a

Provident Investment
Counsel Provident Growth $452,955 $310,398 $83,862**
</TABLE>

B-32
<PAGE> 70

<TABLE>
<S> <C> <C> <C> <C>
Morgan Stanley Asset Worldwide High Income $93,447 $6,204* n/a
Management
International Diversified
Equities $184,540 $6,631* n/a

Davis Selected Advisers,
L.P. Venture Value $281,866 $895* n/a
</TABLE>

* For the period 10/28/94 (commencement of operations) through 11/30/94
** For the period 2/9/93 (commencement of operations) through 11/30/93
*** For the period 7/1/93 (commencement of operations) through 11/30/93

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES

FEDERAL TAXES - Each Portfolio of the Trust intends to meet all the
requirements and to elect the tax status of a "regulated investment company"
under the provisions of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). Each Portfolio intends to distribute all income and net
realized capital gains to the Variable Separate Account. If a Portfolio should
fail to meet the requirements of Subchapter M, it would be subject to income
tax on its income and capital gains.

The following table sets forth the Portfolios' capital loss carryover
for the fiscal year ended November 30, 1995.

CAPITAL LOSS CARRYOVER*

<TABLE>
<CAPTION>
Portfolio 1995
--------- ----
<S> <C>
Fixed Income $291,703

Global Bond $889,577

High-Yield Bond $9,010,069

Provident Growth $3,161,237

International Diversified Equities $211,683

</TABLE>

* To the extent not yet utilized, such losses will be available to each
of the Portfolios to offset future gains through 2003

B-33
<PAGE> 71
PRICE OF SHARES

Shares of the Trust are currently offered only to the Variable
Separate Account. The price paid for shares, the offering price, is the net
asset value per share calculated once daily at the close of regular trading
(currently 4:00 p.m., New York time) each day the New York Stock Exchange is
open. The New York Stock Exchange is currently closed on weekends and on the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.

Stocks and convertible bonds and debentures traded on the New York
Stock Exchange are valued at the last sale price on such exchange on the day of
valuation, or if there is no sale on the day of valuation, at the last-reported
bid price. Non-convertible bonds and debentures and other long-term debt
securities normally are valued at prices obtained for the day of valuation from
a bond pricing service, when such prices are available. In circumstances where
the Adviser or subadviser deems it appropriate to do so, an over-the-counter or
exchange quotation (at the mean of representative quoted bid or asked prices
for such securities or, if such prices are not available, at prices for
securities of comparable maturity, quality and type) may be used. Securities
traded primarily on securities exchanges outside the United States are valued
at the last sale price on such exchanges on the day of valuation, or if there
is no sale on the day of valuation, at the last-reported bid price. U.S.
Treasury bills, and other obligations issued by the U.S. Government, its
agencies or instrumentalities, certificates of deposit issued by banks,
corporate short-term notes and other short-term investments with original or
remaining maturities in excess of 60 days are valued at the mean of
representative quoted bid and asked prices for such securities or, if such
prices are not available, for securities of comparable maturity, quality and
type. Short-term securities with 60 days or less to maturity are amortized to
maturity based on their cost to the Trust if acquired within 60 days of
maturity or, if already held by the Trust on the 60th day, are amortized to
maturity based on the value determined on the 61st day. Options on currencies
purchased by a Portfolio are valued at their last bid price in the case of
listed options or at the average of the last bid prices obtained from dealers
in the case of OTC options. Futures contracts involving foreign currencies
traded on exchanges are valued at their last sale or settlement price as of the
close of such exchanges or if no sales are reported, at the mean between the
last reported bid and asked prices. Other securities are valued on the basis
of last sale or bid price (if a last sale price is not available) in what is,
in the opinion of the Adviser or subadviser, the broadest and most
representative market, that may be either a securities exchange or the
over-the-counter market. Where quotations are not readily available,
securities are valued at fair value as determined in good faith by the Board of
Trustees.

B-34
<PAGE> 72
The fair value of all other assets is added to the value of securities to
arrive at the respective Portfolio's total assets.

A Portfolio's liabilities, including proper accruals of expense items,
are deducted from total assets.

The net asset value of the respective Portfolio is divided by the
total number of shares outstanding to arrive at the net asset value per share.

EXECUTION OF PORTFOLIO TRANSACTIONS

It is the policy of the Trust, in effecting transactions in portfolio
securities, to seek the best execution at the most favorable prices. The
determination of what may constitute best execution involves a number of
considerations, including the economic result to the Trust (involving both
price paid or received and any commissions and other costs), the efficiency
with which the transaction is effected where a large block is involved, the
availability of the broker to stand ready to execute potentially difficult
transactions and the financial strength and stability of the broker. Such
considerations are judgmental and are considered in determining the overall
reasonableness of brokerage commissions paid.

A factor in the selection of brokers is the receipt of research
services -- analyses and reports concerning issuers, industries, securities,
economic factors and trends -- and other statistical and factual information.
Research and other statistical and factual information provided by brokers is
considered to be in addition to and not in lieu of services required to be
performed by the Adviser or subadviser.

The extent to which commissions may reflect the value of research
services cannot be presently determined. To the extent that research services
of value are provided by broker-dealers with or through whom the Adviser or
subadviser places the Trust's portfolio transactions, the Adviser or subadviser
may be relieved of expenses it might otherwise bear. Research services
furnished by broker-dealers could be useful and of value to the Adviser or
subadviser in serving other clients as well as the Trust and research services
obtained by the Adviser or subadviser as a result of the placement of portfolio
brokerage of other clients could be useful and of value in serving the Trust.

In the over-the-counter market, securities are generally traded on a
"net" basis with dealers acting as principal for their own accounts without a
stated commission, although the price of a security usually includes a profit
to the dealer. In underwritten offerings, securities are purchased at a fixed
price which includes an amount of compensation to the underwriter, generally
referred to as the underwriter's concession or discount. On occasion, certain

B-35
<PAGE> 73

money market instruments may be purchased directly from an issuer, in which
case no commissions or discounts are paid. The Trust has obtained an
exemptive orders from the Securities and Exchange Commission (the "SEC"),
permitting the Trust to deal with securities dealers (that may be deemed to be
affiliated persons of affiliated persons of the Trust solely because of any
subadvisory relationship) as a principal in purchases and sales of certain
securities, and to pay commissions, fees or other remuneration to such
securities dealers in connection with the sale of securities to or by any of
the Portfolios on a securities exchange without complying with certain of the
requirements of Rule 17e-1 under the 1940 Act.

Subject to the above considerations, the Adviser or a subadviser may
use broker-dealer affiliates of the Adviser or a subadviser, as a broker for
any Portfolio. In order for such broker-dealer to effect any portfolio
transactions for a Portfolio, the commissions, fees or other remuneration
received by the broker-dealer must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time. This
standard would allow such broker-dealer to receive no more than the
remuneration which would be expected to be received by an unaffiliated broker
in a commensurate arm's-length transaction. Furthermore, the Trustees of the
Trust, including a majority of the non-interested Trustees, have adopted
procedures which are reasonably designed to provide that any commissions, fees
or other remuneration paid to such broker-dealers are consistent with the
foregoing standard. These types of brokerage transactions are also subject to
such fiduciary standards as may be imposed upon the broker-dealers by
applicable law.

The following tables set forth the brokerage commissions paid by the
Portfolios and the amounts of the brokerage commissions which were paid to
affiliated broker-dealers for the fiscal years ended November 30, 1995, 1994
and 1993.

1995 BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
Aggregate Brokerage Amount paid to Percentage paid to
Portfolio Commissions Affiliated Broker-Dealers Affiliated Broker-Dealers
--------- ------------------- ------------------------- -------------------------
<S> <C> <C> <C>
Cash Management $0 $0 0%

Fixed Income $562 $562 100%

Global Bond $0 $0 0%
</TABLE>

B-36
<PAGE> 74

<TABLE>
<S> <C> <C> <C>
High-Yield Bond $9,100 $0 0%

Worldwide High Income
$0 $0 0%

Balanced/Phoenix Investment
Counsel $49,029 $0 0%

Asset Allocation $331,914 $35,946 10.83%

Growth-Income $262,353 $0 0%

Alliance Growth $353,849 $0 0%

Growth/Phoenix Investment Counsel $548,063 $0 0%

Provident Growth $118,520 $0 0%

Venture Value $184,729 $0 0%

Global Equities $630,010 $0 0%

International Diversified
Equities $117,482 $0 0%
</TABLE>

1994 BROKERAGE COMMISSIONS

Aggregate Brokerage Amount paid to Percentage Paid to
Portfolio Commissions Affiliated Broker-Dealer Affiliated Broker-Dealer
--------- ------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Cash Management $0 $0 0%

Fixed Income $0 $0 0%

Global Bond $0 $0 0%

High-Yield Bond $4,927 $0 0%

Worldwide High Income $0* $0* 0%*

Balanced/Phoenix Investment
Counsel $1,586* $0* 0%*

Asset Allocation $130,727 $10,637 8.1%

Growth-Income $187,474 $15,012** 8.0%

Alliance Growth $195,332 $4,162** 2.1%
</TABLE>

B-37
<PAGE> 75

<TABLE>
<S> <C> <C> <C>
Growth/Phoenix Investment
Counsel $484,811 $8,300 1.7%

Provident Growth $118,276 $3,963** 3.4%

Venture Value $4,404* $0* 0%*

Global Equities $350,958 $17,858** 5.1%

International Diversified
Equities $24,476* $6,194* 25.3%*
</TABLE>

* For the period 10/28/94 (commencement of operations) through 11/30/94
** All brokerage commissions paid were directed to broker-dealers for research
services provided.

1993 BROKERAGE COMMISSIONS

Aggregate Brokerage Amount paid to Percentage paid to
Portfolio Commissions Affiliated Broker-Dealers Affiliated Broker-Dealer
--------- ------------------- ------------------------- ------------------------
<S> <C> <C> <C>
Cash Management* $0 $0 0%

Fixed Income** $0 $0 0%

Global Bond** $0 $0 0%

High-Yield Bond* $0 $0 0%

Asset Allocation** $38,831 $10,932 28.2%

Growth-Income* $72,840 $1,197*** 1.6%

Alliance Growth* $37,660 $1,208*** 3.2%

Growth/Phoenix Investment
Counsel* $187,966 $18,973 10.1%

Provident Growth* $55,938 $870*** 1.6%

Global Equities* $46,237 $553*** 1.2%
</TABLE>

* For the period 2/9/93 (commencement of operations) through 11/30/93
** For the period 7/1/93 (commencement of operations) through 11/30/93
*** All brokerage commissions paid were directed to broker-dealers for research
services provided.

The policy of the Trust with respect to brokerage is reviewed by the
Board of Trustees from time to time. Because of the possibility of further
regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be modified.

B-38
<PAGE> 76
The Adviser and the subadvisers and their respective affiliates may
manage, or have proprietary interests in, accounts with similar or dissimilar
or the same investment objectives as one or more Portfolios of the Trust. Such
account may or may not be in competition with a Portfolio for investments.
Investment decisions for such accounts are based on criteria relevant to such
accounts; portfolio decisions and results of the Portfolio's investments may
differ from those of such other accounts. There is no obligation to make
available for use in managing the Portfolio any information or strategies used
or developed in managing such accounts. In addition, when two or more accounts
seek to purchase or sell the same assets, the assets actually purchased or sold
may be allocated among accounts on a good faith equitable basis at the
discretion of the account's adviser. In some cases, this system may adversely
affect the price or size of the position obtainable for a Portfolio.

If determined by the Adviser or subadviser to be beneficial to the
interests of the Trust, partners and/or employees of the Adviser or subadvisers
may serve on investment advisory committees, which will consult with the
subadviser regarding investment objectives and strategies for the Trust. In
connection with serving on such a committee, such persons may receive
information regarding a Portfolio's proposed investment activities which is not
generally available to unaffiliated market participants, and there will be no
obligation on the part of such persons to make available for use in managing
the Portfolio any information or strategies known to them or developed in
connection with their other activities.

It is possible that a Portfolio's holdings may include securities of
entities for which a subadviser or its affiliate performs investment banking
services as well as securities of entities in which a subadviser or its
affiliate makes a market. From time to time, such activities may limit a
Portfolio's flexibility in purchases and sales of securities. When a
subadviser or its affiliate is engaged in an underwriting or other distribution
of securities of an entity, the subadviser may be prohibited from purchasing or
recommending the purchase of certain securities of that entity for the
Portfolio.

GENERAL INFORMATION

CUSTODIAN - State Street Bank and Trust Company ("State Street"), 225
Franklin Street, Boston, Massachusetts 02110, serves as the Trust's custodian.
In this capacity, State Street maintains the portfolio securities held by the
Trust, administers the purchase and sale of portfolio securities and performs
certain other duties. State Street also serves as transfer agent and dividend
disbursing agent for the Trust.

B-39
<PAGE> 77

INDEPENDENT ACCOUNTANTS - Price Waterhouse LLP, 1177 Avenue of the
Americas, New York, New York 10036, is the Trust's independent accountants.
Price Waterhouse LLP performs an annual audit of the Trust's financial
statements and provides tax consulting, tax return preparation and accounting
services relating to filings with the SEC.

REPORTS TO SHAREHOLDERS - Persons having a beneficial interest in the
Trust are provided at least semi-annually with reports showing the investments
of the Portfolios, financial statements and other information.

SHAREHOLDER AND TRUSTEE RESPONSIBILITY - Shareholders of a
Massachusetts business trust may, under certain circumstances, be held
personally liable as partners for the obligations of the Trust. The risk of a
shareholder incurring any financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and provides that
notice of the disclaimer must be given in each agreement, obligation or
instrument entered into or executed by the Trust or Trustees. The Declaration
of Trust provides for indemnification of any shareholder held personally liable
for the obligations of the Trust and also provides for the Trust to reimburse
the shareholder for all legal and other expenses reasonably incurred in
connection with any such claim or liability.

Under the Declaration of Trust, the trustees or officers are not
liable for actions or failure to act; however, they are not protected from
liability by reason of their willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of their office.
The Trust provides indemnification to its trustees and officers as authorized
by its By-Laws and by the 1940 Act and the rules and regulations thereunder.

REGISTRATION STATEMENT - A registration statement has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended and the 1940 Act. The Prospectus and this Statement of Additional
Information do not contain all information set forth in the registration
statement, its amendments and exhibits thereto, that the Trust has filed with
the Securities and Exchange Commission, Washington, D.C., to all of which
reference is hereby made.

FINANCIAL STATEMENTS

Set forth following this Statement of Additional Information are the
financial statements of the Trust with respect to the fiscal year ended
November 30, 1995.

B-40
<PAGE> 78

<PAGE> 1

(SunAmerica
Logo)
(Series Trust)

ANNUAL REPORT
NOVEMBER 30, 1995
<PAGE> 2

- ---------------------

DEAR INVESTOR:

We are pleased to present our annual report for the SunAmerica
Series Trust, one of the underlying trusts for the Polaris
Variable Annuity from Anchor National Life Insurance Company and
First SunAmerica Life Insurance Company.

The past year has been excellent for Polaris, with assets rising
to $2.3 billion at November 30, 1995, from $1.2 billion at
November 30, 1994. Performance of many of the individual
portfolios has excelled as a result of robust U.S. stock and bond
markets, as reflected in the performance section of this report.

The following is a combined perspective on the U.S. and global
economies over the one-year reporting period from seven of the
eight investment managers who manage Polaris (excluding Wellington
Management Company, which manages the portfolios in the Anchor
Series Trust, for which you will receive a complete report in
about one month.)

ECONOMIC OVERVIEW -- UNITED STATES

The domestic financial markets provided outstanding returns
throughout the latter part of 1995. After some hesitation, the
financial markets adjusted to the reality of a soft economic
landing, creating what SunAmerica Asset Management Corp. refers to
as the "great dis-inflationary bull market of 1995."

While 1995 began with real gross domestic product (GDP)
increasing by 2.7% during the first quarter, Goldman Sachs Asset
Management (GSAM) reports that employment, housing, and
construction spending began to show signs of improvement in the
second quarter. The overall economy expanded at close to 3% in
1995, with inflationary pressures abating to below 2.8%. This was
partially a result of the Federal Reserve's diligent control of
the money supply into the financial system. Since there were no
concerns about inflation and the economy was weak in the second
quarter, the Fed lowered the federal funds rate by 25 basis
points.

Alliance Capital Management reports that the U.S. economy grew
at a surprisingly strong rate of 4.2% during the third quarter,
lifted by a rebound in housing construction and a temporary surge
in federal spending. Provident Investment Counsel accounts for a
slight dip in growth stock performance during the third quarter
due to investors rotating out of technology issues into stocks of
large blue-chip companies. This rotation is typical given the
large gains achieved in 1995.

GSAM reports that by the end of October 1995, key economic
reports were sending mixed signals regarding the health of the
economy. Firmness in interest-rate-sensitive areas such as
housing, motor vehicle sales, and durable goods orders suggested
steady growth, but retail sales and industrial output indicators
were weak. However, GSAM agrees with most observers that inflation
remained flat.

STOCK MARKET

Moderate economic growth, low inflation, and
better-than-expected corporate earnings have all helped the stock
market reach record highs. Provident Investment Counsel asserts
that although corporate profitability began to slow, profits
remained strong enough to push stocks higher and higher. Over the
one-year period ended November 30, 1995, the Standard & Poor's
Composite Stock Index posted an impressive total return of 37.0%.

-----------------

1
<PAGE> 3

- ---------------------

BOND MARKET

U.S. bonds have also benefited from the economy's moderate pace
of growth and controlled inflation. Long-term interest rates have
declined more than 170 basis points, pushing bond prices up
significantly. The bond market, as measured by the Lehman Brothers
Aggregate Bond Index, gained 17.65% over the same time period.

WHERE IS THE U.S. ECONOMY HEADED?

Provident Investment Counsel maintains that the outlook for
growth stocks over the next six months to one year remains very
attractive. Phoenix Investment Counsel anticipates that earnings
growth will slow in the upcoming quarters, and with economic signs
continuing to look sluggish and inflation still in check, further
Federal Reserve rate cuts are possible. Alliance Capital agrees,
predicting that the Fed will ease rates by another 50 basis points
by next spring. For 1996, GSAM expects continued corporate profit
growth and corresponding increases in stock market appreciation,
although more in line with historic figures -- around 10%.
SunAmerica Asset Management believes that slow growth is both
sustainable and non-inflationary in the foreseeable future.
Furthermore, SunAmerica Asset Management believes that the
consumer has become more cautious and value-oriented on a
long-term basis, which is particularly significant because
consumer spending has more than two-thirds impact on GDP growth.
Also, with corporate consolidations and workforce reductions
occurring daily, SunAmerica Asset Management doubts that any
near-term return to the spending habits of the 1980s will occur.

Davis Selected Advisers is positive about future prospects for
two reasons: first, the valuation of the stock market as measured
by the price/earnings ratio of 1996 corporate earnings does not
appear excessive; and second, inflation should remain contained.
On individual sectors, it feels that financial stocks are an
investment for the decade, not just for the day, and that
companies in the technology sector are anti-inflationary and will
continue to provide potential for excellent returns.

ECONOMIC OVERVIEW -- GLOBAL MARKETS

Foreign bond markets recorded impressive gains during the past
year, following the lead of the U.S. bond market. Dollar bloc
countries, including New Zealand and Canada, continued to perform
well.

Alliance Capital reports that across the developed core markets
of Europe, fiscal tightening has significantly dampened growth
prospects. In Germany, industrial output continues to decline; in
France, household consumption remains anemic and unemployment (and
labor unrest) continues to rise. However, GSAM states that the
core and near core bond markets (Germany, Holland, Belgium,
France, and Denmark) rallied due to a supportive bond environment
characterized by slowing economic activity, relatively low
inflation, and declining interest rates.

In contrast, the European higher yielding markets (Italy, Spain,
and Sweden) were weighed down by inflation fears sparked by large
budget deficits, as well as political uncertainties. The economic
concerns of these and other European countries triggered a flight
to quality as investors sought the perceived safety of German
deutsche marks and Swiss francs.

- ---------------------
2
<PAGE> 4

- ---------------------

The Japanese economy remained weak during the period and
appeared in danger of falling into a deflationary spiral. Alliance
Capital reports that industrial production continues to decline,
retail sales are flat, and deflation continues. However, the
government's continued efforts to introduce liquidity into its
economy triggered a market rally, and resulted in the yen's
decline relative to the U.S. dollar. Hence, Morgan Stanley Asset
Management (MSAM) feels that Japan is the most attractive of the
larger, developed, foreign markets and will continue to rally in
1996.

Among developing countries, MSAM believes that emerging market
debt continues to be buoyed by slow growth, low inflation, and a
strong U.S. bond market. The positive environment sparked by
rising U.S. Treasury prices provided the fuel for new money to go
after higher yielding emerging market bonds, particularly Brady
bonds. Furthermore, MSAM has an overall confidence in Latin
America and other emerging markets, which were able to recover
from the Mexican devaluation in December 1994, regain their vigor,
and end this reporting period with a strong showing.

WHERE ARE THE GLOBAL MARKETS HEADED?

Going forward, MSAM remains bullish on the outlook for
international equities. It believes that the world's liquidity
cycle is still very positive; major economies are either sluggish
or slowing; inflation continues to decline; and the central banks
will continue to ease interest rates.

MSAM contends that while European economies are in a recovery
mode, their growth patterns will be sluggish and erratic with far
more dynamic opportunities outside of the region.

In Japan, Alliance Capital believes that while there is
substantial pressure for change, many obstacles remain. The key
challenge for politicians is to develop support for "non-
traditional" economic policies, including regulation and the use
of public funds to resolve bad loans. In Asia, MSAM has growing
confidence in the developed and developing countries and thinks
they will outperform other markets with their persistent high
growth rates and attractive valuations. Within the region, MSAM
favors Hong Kong, stating that prospects of a soft economic
landing in China combined with a turn in the real estate cycle
bode well for the market.

MSAM expects Brazil to continue to stabilize and attract foreign
capital. Argentina, facing an almost dire situation, was able to
reverse its downward spiral and lead the rally among Latin
American countries by year-end, partly due to an improving
political risk profile. In Mexico, MSAM believes assets will go
through a long recovery process, but will begin to see economic
stability over the next several quarters. The current high-yield
rates on peso-denominated Treasury bills are very attractive over
a 12-month horizon. However, MSAM predicts it will be a bumpy
ride, as political turbulence will continue to plague both Mexican
debt and equity markets.

In Russia, MSAM recognizes the clear commitment by authorities
to rectify the country's external debt situation, and forecasts a
strong upward movement in Russian assets in both fixed income and
equity sectors.

---------------------

3
<PAGE> 5

- ---------------------

That's the news on the economy from our managers' perspective.
For information on the individual Polaris portfolios, refer to
page 85. Thank you for choosing Polaris as your retirement savings
investment -- we look forward to serving you for years to come.

Sincerely,

ELI BROAD
---------------------
Eli Broad
Chairman and Chief Executive Officer
Anchor National Life Insurance Company

January 16, 1996

- ---------------------

4
<PAGE> 6

- ---------------------

SUNAMERICA SERIES TRUST
CASH MANAGEMENT PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
PRINCIPAL
SHORT-TERM SECURITIES--102.2% AMOUNT VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
CERTIFICATE OF DEPOSIT--1.1%
Fuji Bank Ltd. 6.00% due 12/28/95.................................... $1,000,000 $1,000,091
-----------
TOTAL CERTIFICATE OF DEPOSIT (cost $1,000,022)....................... 1,000,091
-----------
CORPORATE SHORT-TERM NOTES--91.2%

Abbey National North America 5.71% due 1/05/96....................... 2,000,000 1,988,858
AT&T Corp. 5.70% due 1/10/96......................................... 2,000,000 1,986,986
Bass Finance (C.I.) Ltd. 5.70% due 12/12/95.......................... 1,000,000 998,249
Bear Stearns & Co., Inc. 5.93% due 12/28/95(1)....................... 2,500,000 2,500,000
Bear Stearns & Co., Inc. 6.14% due 11/30/96.......................... 1,000,000 1,001,140
BHF Finance (DE), Inc. 5.68% due 12/05/95............................ 3,000,000 2,998,047
BIL North America, Inc. 5.70% due 1/09/96............................ 3,000,000.. 2,980,935
Cemex S.A. 5.69% due 2/22/96......................................... 1,000,000 986,747
Chemical Banking Corp. 5.72% due 1/31/96............................. 2,000,000 1,980,229
Corporacion Andina de Formento 5.74% due 1/31/96..................... 4,000,000 3,961,009
Cosco Co., Ltd. 5.72% due 2/13/96.................................... 2,000,000 1,976,500
Countrywide Funding Corp. 5.80% due 12/07/95......................... 1,000,000 999,033
CPC International, Inc. 5.71% due 1/12/96............................ 2,500,000 2,483,170
Duracell, Inc. 5.84% due 12/13/95.................................... 1,000,000 998,053
Equitable Life Assured Society of the U.S. 5.85% due 12/04/95........ 2,592,000 2,590,736
Fayette Funding L.P. 5.73% due 2/14/96............................... 3,000,000 2,964,343
Ford Motor Credit Co. 9.85% due 5/03/96.............................. 1,500,000 1,524,510
Golden Peanut Co. 5.65% due 2/21/96.................................. 2,000,000 1,973,809
Goldman Sachs & Co. 5.98% due 2/15/96*............................... 1,000,000 987,851
Goldman Sachs Group L.P. 5.60% due 4/09/96........................... 1,000,000 978,687
Goldman Sachs Group L.P. 5.60% due 4/17/96........................... 1,000,000 979,913
Indosuez North American, Inc. 5.71% due 1/04/96...................... 3,000,000 2,983,952
Iowa Student Loan Liquidity Corp. 5.77% due 12/07/95................. 3,084,000 3,081,034
JMG Funding L.P. 5.73% due 1/17/96................................... 2,000,000 1,984,762
Kaiser Foundation Hospitals 5.70% due 1/04/96........................ 1,000,000 994,678
Liberty Mutual Capital 8.50% due 7/08/96............................. 2,000,000 2,033,625
Mayne Nickless Ltd. 5.75% due 2/07/96................................ 2,000,000 1,978,073
Merrill Lynch & Co., Inc. 5.68% due 2/20/96.......................... 1,000,000 984,803
Merrill Lynch & Co., Inc. 5.70% due 1/16/96.......................... 2,000,000 1,985,113
Merrill Lynch & Co., Inc. 5.70% due 3/06/96.......................... 1,000,000 987,062
Morgan J P & Co., Inc. 5.58% due 1/03/96............................. 3,000,000 2,984,505
Morgan Stanley Group, Inc. 5.75% due 1/30/96......................... 2,000,000 1,980,867
NBD Bank N.A., Indianapolis 6.40% due 4/25/96........................ 2,000,000 2,004,240
October Corp. 5.85% due 12/21/95..................................... 2,000,000 1,993,500
PNC Bank N.A., Pittsburgh 5.75% due 12/14/95(1)...................... 3,000,000 3,003,330
Quebec (Province of) 5.70% due 1/30/96............................... 3,000,000 2,970,974
Sanwa Business Credit Corp. 5.80% due 12/11/95....................... 3,000,000 2,995,167
Southland Corp. 5.70% due 3/05/96.................................... 3,000,000 2,954,880
SRD Finance, Inc. 6.05% due 1/18/96.................................. 2,000,000 1,984,374
TMI-1 Fuel Corp. 5.78% due 1/11/96................................... 2,000,000 1,986,834
World Savings & Loan Association 4.88% due 3/01/96................... 1,000,000 997,644
-----------
TOTAL CORPORATE SHORT-TERM NOTES (cost $82,705,217).................. 82,708,222
-----------
</TABLE>

---------------------
5
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL
SHORT-TERM SECURITIES (continued) AMOUNT VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
MUNICIPAL BONDS--4.4%
Illinois Student Assistance Commission 5.97% due 12/05/95(1)......... $2,000,000 $2,000,000
New Hampshire State Industrial Development Authority, Revenue 5.85%
due 2/13/96........................................................ 2,000,000 2,000,000
-----------
TOTAL MUNICIPAL BONDS (cost $4,000,000).............................. 4,000,000
-----------
TIME DEPOSIT--5.5%
Cayman Island Time Deposit with Mitsubishi Bank
5.88% due 12/01/95 (cost $5,000,000)............................... 5,000,000 5,000,000
-----------
TOTAL SHORT-TERM SECURITIES (cost $92,705,239)....................... 92,708,313
-----------

REPURCHASE AGREEMENT--1.1%
--------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT--1.1%
Joint Repurchase Agreement Account (Note 3)
(cost $973,000).................................................... 973,000 973,000
-----------
TOTAL INVESTMENTS--
(cost $93,678,239) 103.3% 93,681,313
Liabilities in excess of other assets-- (3.3) (2,950,120)
----- ------------
NET ASSETS-- 100.0% $90,731,193
===== ============

</TABLE>

-----------------------------

* Resale restricted to qualified institutional buyers

(1) Variable rate security; maturity date reflects next reset date

See Notes to Financial Statements

- ---------------------

6
<PAGE> 8

- ---------------------

SUNAMERICA SERIES TRUST
FIXED INCOME PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES--97.4% AMOUNT VALUE
------------------------------------------------------------------------------------------------

<S> <C> <C>
CONSUMER DISCRETIONARY--1.2%

Housing--1.2%
News America Holdings, Inc. 7.50% 2000............................... $ 150,000 $ 156,927
News America Holdings, Inc. 9.13% 1999............................... 175,000 192,806
-----------
349,733
-----------
CONSUMER STAPLES--0.9%

Food, Beverage & Tobacco--0.9%
RJR Nabisco, Inc. 8.00% 2001......................................... 75,000 76,202
RJR Nabisco, Inc. 8.63% 2002......................................... 185,000 190,866
-----------
267,068
-----------
ENERGY--3.3%

Energy Services--3.3%
Arkla, Inc. 9.20% 1997............................................... 65,000 68,089
Arkla, Inc. 9.88% 1997............................................... 315,000 328,725
National Power Corp. 7.63% 2000...................................... 60,000 59,250
Oryx Energy Co. 9.30% 1996........................................... 200,000 201,782
Oryx Energy Co. 9.50% 1999........................................... 140,000 149,926
Tosco Corp. 7.00% 2000............................................... 175,000 173,250
-----------
981,022
-----------
FINANCE--27.7%

Banks--10.3%
Auburn Hills Trust 12.00% 2020(2).................................... 140,000 213,802
Banco Nacional de Comercio Exterior SNC 11.25% 1996(1)(2)............ 390,000 390,000
BankAmerica Corp. 7.75% 2002......................................... 100,000 107,761
BanPonce Financial Corp. 5.17% 1996.................................. 175,000 173,966
Capital One Bank 7.48% 1996.......................................... 575,000 575,857
Continental Bank NA 12.50% 2001...................................... 300,000 384,204
Corporacion Andina de Fomento 7.25% 1998............................. 210,000 208,950
Corporacion Andina de Fomento 7.38% 2000............................. 70,000 71,059
First USA Bank 8.10% 1997............................................ 250,000 255,800
Security Pacific Corp. 11.50% 2000................................... 275,000 336,889
Signet Banking Corp. 9.63% 1999...................................... 300,000 330,054

Financial Services--17.4%

App International Finance Co. BV 10.25% 2000......................... 20,000 19,700
Case Equipment Loan Trust 7.30% 2002................................. 261,543 267,014
Chrysler Financial Corp. 5.98% 1997(1)............................... 100,000 100,111
Chrysler Financial Corp. 10.34% 2008(2).............................. 200,000 203,636
Countrywide Funding Corp. 7.73% 2001................................. 50,000 53,332
Countrywide Funding Corp. 8.43% 1999................................. 175,000 189,010
Discover Card Trust 7.20% 1998....................................... 208,333 208,398
Financiera Energet 6.63% 1996........................................ 410,000 408,462
First USA, Inc. 5.05% 1995........................................... 200,000 199,854
Ford Capital BV 9.50% 2001........................................... 400,000 460,212
Ford Credit Auto Loan Master Trust 6.50% 2002........................ 200,000 204,312
Ford Credit Grantor Trust 7.30% 1999................................. 73,206 74,418
General Motors Acceptance Corp. 6.30% 2099........................... 412,358 413,904
General Motors Acceptance Corp. 7.13% 2000........................... 90,000 93,565
General Motors Acceptance Corp. 7.50% 1997........................... 75,000 77,263
General Motors Acceptance Corp. 7.63% 1998........................... 175,000 181,484
Premier Auto Trust 4.75% 2000........................................ 189,015 187,125
</TABLE>

---------------------

7
<PAGE> 9

<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
FINANCE (continued)

Financial Services (continued)
Premier Auto Trust 4.90% 1998........................................ $ 105,880 $ 105,019
Premier Auto Trust 7.90% 1999........................................ 120,000 124,161
Resolution Funding Corp. zero coupon 2020............................ 680,000 134,273
Resolution Funding Corp. zero coupon 2021............................ 640,000 124,928
Sears Credit Account Master Trust 7.00% 2004......................... 80,000 83,225
Sears Credit Account Master Trust 8.10% 2004......................... 270,000 290,755
Standard Credit Card Master Trust 6.25% 1998......................... 260,000 261,056
Standard Credit Card Master Trust 7.85% 2002......................... 300,000 320,154
Standard Credit Card Master Trust 8.25% 2003......................... 310,000 342,451
-----------
8,176,164
-----------
INDUSTRIAL & COMMERCIAL--1.7%

Aerospace & Military Technology--0.4%
British Aerospace PLC 7.55% 1997*.................................... 100,000 101,711

Multi-Industry--1.3%
Tenneco, Inc. 10.00% 1998............................................ 350,000 383,982
-----------
485,693
-----------
INFORMATION & ENTERTAINMENT--3.8%

Broadcasting & Media--3.3%
Lenfest Communications, Inc. 8.38% 2005.............................. 105,000 104,737
Tele-Communications, Inc. 7.00% 1997................................. 200,000 202,704
Tele-Communications, Inc. 9.65% 2003................................. 150,000 169,005
Time Warner, Inc. 7.45% 1998......................................... 290,000 297,233
Time Warner, Inc. 7.98% 2004......................................... 200,000 209,960

Leisure & Tourism--0.5%
Blockbuster Entertainment Corp. 6.63% 1998........................... 130,000 130,917
-----------
1,114,556
-----------
INFORMATION TECHNOLOGY--3.2%

Communication Equipment--1.5%
Cablevision Industries Corp. 10.75% 2002............................. 420,000 454,650

Computers & Business Equipment--1.7%
Comdisco, Inc. 7.33% 1997............................................ 200,000 203,028
Comdisco, Inc. 9.75% 1997............................................ 275,000 286,148
-----------
943,826
-----------
MATERIALS--0.2%

Forest Products--0.2%
PT Indah Kiat Pulp & Paper Corp. 8.88% 2000.......................... 70,000 66,150
-----------
NON-U.S. GOVERNMENT OBLIGATIONS--3.7%

Foreign Government--3.7%
Petroleo Brasileiro SA 8.75% 1996(1)................................. 250,000 249,830
Quebec Province Canada 13.25% 2014................................... 290,000 367,865
Republic of Argentina Bote II 5.90% 1997(2).......................... 540,000 209,520
Republic of Columbia 9.25% 2000(1)................................... 250,000 252,060
-----------
1,079,275
-----------
U.S. GOVERNMENT & AGENCIES--51.2%

U.S. Government & Agencies--51.2%
Federal Home Loan Bank 8.59% 2000.................................... 70,000 70,218
Federal Home Loan Mortgage Corp. 6.83% 2002.......................... 150,000 152,554
Federal Home Loan Mortgage Corp. 7.00% TBA........................... 2,250,000 2,250,697
Federal Home Loan Mortgage Corp. 7.50% TBA........................... 1,000,000 1,017,810
Federal Home Loan Mortgage Corp. 8.20% 1998.......................... 110,000 113,180
</TABLE>

- ---------------------
8
<PAGE> 10
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT & AGENCIES (continued)

Federal National Mortgage Association 7.00% TBA...................... $1,000,000 $1,011,560
Federal National Mortgage Association 8.79% 2002..................... 60,000 60,300
Government National Mortgage Association 7.50% TBA................... 1,000,000 1,020,620
Government National Mortgage Association 8.00% TBA................... 2,000,000 2,069,360
Government National Mortgage Association 9.50% TBA................... 1,000,000 1,070,000
United States Treasury Bonds 8.00% 2021.............................. 165,000 201,429
United States Treasury Bonds 8.75% 2020.............................. 440,000 576,057
United States Treasury Bonds 11.13% 2003@............................ 60,000 79,828
United States Treasury Bonds 13.75% 2004............................. 720,000 1,107,000
United States Treasury Bonds Strip zero coupon 2020@................. 1,220,000 251,198
United States Treasury Bonds Strip zero coupon 2004@................. 3,310,000 1,966,372
United States Treasury Notes 7.25% 2004.............................. 150,000 164,859
United States Treasury Notes 7.38% 1997.............................. 800,000 828,752
United States Treasury Notes 7.50% 1999.............................. 820,000 876,244
United States Treasury Notes 7.75% 2000.............................. 190,000 205,379
-----------
15,093,417
-----------
UTILITIES--0.5%

Electric Utilities--0.5%
Central Maine Power Co. 7.45% 1999................................... 155,000 161,423
-----------
TOTAL INVESTMENT SECURITIES (cost $28,206,756)....................... 28,718,327
-----------

SHORT-TERM SECURITIES--0.6%
------------------------------------------------------------------------------------------------
FOREIGN SHORT-TERM NOTES--0.6%
Petroleo Brasileiro 8.38% due 12/15/95............................... 120,000 119,622
Republic of Argentina 9.50% due 12/04/95............................. 70,000 70,000
-----------
TOTAL SHORT-TERM SECURITIES (cost $189,622).......................... 189,622
-----------

REPURCHASE AGREEMENTS--27.9%
------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS--27.9%
Agreement with Morgan Stanley Group, Inc., bearing interest of 5.87%
dated 11/30/95, to be repurchased 12/01/95 in the amount of
$5,000,815 and collateralized by $3,610,000 U.S. Treasury Bonds
13.375% due 8/15/01................................................ 5,000,000 5,000,000
Agreement with State Street Bank & Trust Co., bearing interest of
5.75% dated 11/30/95, to be repurchased 12/01/95 in the amount of
$3,212,513 and collateralized by $2,950,000 U.S. Treasury Notes
7.75% due 12/31/99@................................................ 3,212,000 3,212,000
-----------
TOTAL REPURCHASE AGREEMENTS (cost $8,212,000)........................ 8,212,000
-----------
TOTAL INVESTMENTS--
(cost $36,608,378) 125.9% 37,119,949
Liabilities in excess of other assets-- (25.9) (7,645,429)
----- -----------
NET ASSETS-- 100.0% $29,474,520
===== ===========
</TABLE>

-----------------------------

* Resale restricted to qualified institutional buyers

(1) Fair valued security; see Note 2

(2) Variable rate security; rate as of November 30, 1995

TBA-- Securities purchased on a forward commitment basis with an
approximate principal amount and no definitive maturity
date. The actual principal amount and maturity date will be
determined upon settlement.

---------------------

9
<PAGE> 11

@ The security or a portion thereof represents collateral for the
following open futures contracts:
<TABLE>
<CAPTION>
OPEN FUTURES CONTRACTS
UNREALIZED
NUMBER OF EXPIRATION VALUE AS OF APPRECIATION/
CONTRACTS DESCRIPTION DATE NOVEMBER 30, 1995 (DEPRECIATION)
--------- ----------- ---------- ----------------- --------------
<C> <S> <C> <C> <C>
2 Long 90 Day Euro Dollar................... December 1995 $ 471,300 $ 584
1 Long 90 Day Euro Dollar................... March 1996 236,700 1,417
1 Long 90 Day Euro Dollar................... June 1996 236,975 2,093
1 Long 90 Day Euro Dollar................... September 1996 236,950 2,417
1 Long 90 Day Euro Dollar................... December 1996 236,700 2,618
1 Long 90 Day Euro Dollar................... March 1997 236,650 2,643
17 Long U.S. Long Bond....................... December 1995 2,029,906 31,739
8 Long U.S. 5 Year Note..................... March 1996 877,000 3,189
8 Short U.S. 10 Year Note.................... March 1996 907,000 (6,811)
----------
Net Unrealized Appreciation................................................ $ 39,889
==========
</TABLE>

See Notes to Financial Statements

- ---------------------
10
<PAGE> 12

- ---------------------

SUNAMERICA SERIES TRUST
GLOBAL BOND PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(DENOMINATED IN
FOREIGN BONDS & NOTES--61.9% LOCAL CURRENCY) VALUE
------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
BELGIUM--2.8%
Kingdom of Belgium 6.50% 2005........................................ 50,000,000 $ 1,650,690
---------------
CANADA--7.0%
Government of Canada 7.50% 2000...................................... 5,500,000 4,178,138
---------------
DENMARK--7.6%
Kingdom of Denmark 8.00% 2006........................................ 16,000,000 2,968,654
Kingdom of Denmark 9.00% 2000........................................ 8,000,000 1,576,865
---------------
4,545,519
---------------
FRANCE--12.5%
Government of France 7.00% 1999...................................... 15,000,000 3,104,298
Government of France 8.25% 2004...................................... 10,000,000 2,184,150
Government of France 8.50% 2000...................................... 10,000,000 2,179,541
---------------
7,467,989
---------------
GERMANY--9.9%
Republic of Germany 7.13% 2002....................................... 5,500,000 4,072,807
Republic of Germany 7.38% 2005....................................... 2,500,000 1,862,338
---------------
5,935,145
---------------
JAPAN--4.1%
International Bank for Reconstruction & Development 6.75% 2001....... 150,000,000 1,839,066
Japan Development Bank 6.50% 2001.................................... 50,000,000 609,644
---------------
2,448,710
---------------
NEW ZEALAND--5.3%
Government of New Zealand 6.50% 2000................................. 5,000,000 3,185,676
---------------
SPAIN--4.7%
Government of Spain 10.00% 2005...................................... 350,000,000 2,807,269
---------------
SWEDEN--4.4%
Kingdom of Sweden 10.25% 2003........................................ 16,000,000 2,653,943
---------------
UNITED KINGDOM--3.6%
United Kingdom Treasury 8.50% 2005................................... 500,000 815,456
United Kingdom Treasury 9.00% 2000................................... 800,000 1,318,126
---------------
2,133,582
---------------
TOTAL FOREIGN BONDS & NOTES (cost $36,895,021)....................... 37,006,661
---------------

</TABLE>
---------------------
11

<PAGE> 13
<TABLE>
<CAPTION>
PRINCIPAL
U.S. GOVERNMENT AND AGENCIES--25.4% AMOUNT VALUE
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT--25.4%
United States Treasury Notes 6.13% 2000.............................. $ 4,000,000 $ 4,093,760
United States Treasury Notes 6.25% 2000.............................. 2,000,000 2,055,940
United States Treasury Notes 6.25% 2003.............................. 1,250,000 1,291,213
United States Treasury Notes 6.50% 2005.............................. 1,000,000 1,052,340
United States Treasury Notes 6.88% 1999.............................. 1,500,000 1,566,795
United States Treasury Notes 7.88% 2004.............................. 4,500,000 5,146,875
---------------
TOTAL U.S. GOVERNMENT AND AGENCIES (cost $14,402,477)................ 15,206,923
---------------
TOTAL INVESTMENT SECURITIES (cost $51,297,498)....................... 52,213,584
---------------

SHORT-TERM SECURITIES--13.9%
------------------------------------------------------------------------------------------------------------
TIME DEPOSIT--13.9%
Cayman Island Time Deposit with State Street Bank & Trust Co.
5.69% due 12/01/95 (cost $8,281,000)............................... 8,281,000 8,281,000
---------------
TOTAL INVESTMENTS--
(cost $59,578,498) 101.2% 60,494,584
Liabilities in excess of other assets-- (1.2) (735,540)
----- ---------------
NET ASSETS-- 100.0% $59,759,044
===== ===============
</TABLE>

<TABLE>
<CAPTION>
OPEN FORWARD FOREIGN CURRENCY CONTRACTS
----------------------------------------------------------------------
GROSS
CONTRACT IN DELIVERY UNREALIZED
TO DELIVER EXCHANGE FOR DATE APPRECIATION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BEF 47,612,500 USD 1,670,614 02/29/96 $ 61,513
CAD 5,648,199 USD 4,196,877 02/05/96 39,409
*CAD 3,622,085 USD 2,690,000 07/18/96 23,762
*DEM 410,000 USD 286,393 12/18/95 2,653
DEM 235,192 USD 164,286 12/18/95 1,522
DEM 3,524,199 USD 2,509,720 01/24/96 66,132
DEM 2,813,944 USD 1,994,588 01/24/96 43,472
DEM 2,181,899 USD 1,544,161 01/24/96 31,288
DEM 439,532 USD 314,603 01/24/96 9,843
DEM 4,166,640 USD 2,910,000 03/04/96 15,362
*DEM 4,570,000 FRF 16,111,992 01/31/96 68,746
*DEM 3,520,764 USD 2,459,321 12/18/95 24,996
DKK 5,417,250 USD 982,989 02/06/96 14,677
DKK 3,290,700 USD 606,357 02/06/96 18,158
DKK 17,230,222 USD 3,151,678 02/06/96 71,846
ESP 359,461,083 USD 2,943,447 02/27/96 52,638
FRF 38,645,000 USD 7,843,993 02/29/96 107,256
GBP 1,418,656 USD 2,193,951 12/11/95 22,581
*GBP 6,651 USD 10,288 12/11/95 104
*GBP 1,245,941 USD 1,926,848 12/11/95 19,406
*GBP 1,575,151 USD 2,435,971 12/11/95 24,533
JPY 6,728,231 USD 66,562 12/18/95 253
JPY 253,179,241 USD 2,519,196 12/18/95 24,035
JPY 238,248,062 USD 2,401,186 01/17/96 42,356
*JPY 271,285,433 USD 2,683,802 12/18/95 17,606
*JPY 171,663,221 USD 1,730,110 01/17/96 43,002
*JPY 168,692,852 USD 1,700,173 01/17/96 42,258
*USD 2,620,332 CAD 3,622,085 07/18/96 45,906
----------
935,313
----------
</TABLE>

- ---------------------

12
<PAGE> 14
<TABLE>
<CAPTION>
OPEN FORWARD FOREIGN CURRENCY CONTRACTS (continued)
----------------------------------------------------------------------
GROSS
CONTRACT IN DELIVERY UNREALIZED
TO DELIVER EXCHANGE FOR DATE DEPRECIATION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BEF 79,681,869 DEM 3,862,801 09/09/96 $ (6,713)
*FRF 16,111,992 DEM 4,610,144 01/31/96 (40,989)
*JPY 29,663,500 DEM 410,000 12/18/95 (8,603)
*NZD 3,643,014 USD 2,351,930 12/12/95 (26,483)
SEK 17,893,529 USD 2,706,138 02/07/96 (7,983)
*USD 10,489 GBP 6,651 12/11/95 (306)
*USD 1,961,112 GBP 1,245,941 12/11/95 (53,669)
*USD 2,434,868 GBP 1,575,151 12/11/95 (23,431)
*USD 2,387,048 NZD 3,643,014 12/12/95 (8,636)
*USD 2,698,552 JPY 271,285,433 12/18/95 (32,356)
*USD 2,493,000 DEM 3,520,764 12/18/95 (58,675)
*USD 1,723,128 JPY 171,663,221 01/17/96 (36,021)
*USD 1,683,477 JPY 168,692,852 01/17/96 (25,562)
----------
(329,427)
----------
Net Unrealized Appreciation.................. $ 605,886
==========
</TABLE>

-----------------------------

* Represents open forward foreign currency contracts and
offsetting open forward foreign currency contracts that do not
have additional market risk but have continued counterparty
settlement risk.

<TABLE>
<S> <C> <C>
BEF--Belgian Franc ESP--Spanish Peseta NZD--New Zealand Dollar
CAD--Canadian Dollar FRF--French Franc SEK--Swedish Krona
DEM--Deutsche Mark GBP--Pound Sterling USD--United States
DKK--Danish Kroner JPY--Japanese Yen Dollar

</TABLE>

See Notes to Financial Statements

---------------------

13
<PAGE> 15

- ---------------------

SUNAMERICA SERIES TRUST
HIGH-YIELD BOND PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES--93.1% AMOUNT VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER DISCRETIONARY--4.9%

Retail--4.9%
County Seat Stores, Inc. 12.00% 2002................................. $1,000,000 $ 900,000
Hills Stores Co. 10.25% 2003......................................... 1,000,000 910,000
Thrifty PayLess Holdings, Inc. 12.25% 2004........................... 1,000,000 1,067,500
Thrifty PayLess Holdings, Inc. 12.25% 2004(1)........................ 1,000,000 1,135,000
-----------
4,012,500
-----------
CONSUMER STAPLES--8.6%

Food Retail--3.8%
Kash 'N Karry Food Stores, Inc. 11.50% 2003(2)....................... 2,135,400 2,167,431
Ralph's Supermarkets, Inc. 11.00% 2005............................... 1,000,000 960,000

Food, Beverage & Tobacco--1.1%
Specialty Foods Corp. 11.13% 2002.................................... 1,000,000 945,000

Household Products--3.7%
Herff Jones, Inc. 11.00% 2005*....................................... 2,000,000 2,100,000
Samsonite Corp. 11.13% 2005.......................................... 1,000,000 940,000
-----------
7,112,431
-----------
ENERGY--0.5%

Energy Services--0.5%
DeepTech International, Inc. 12.00% 2000............................. 500,000 437,500
-----------
FINANCE--2.0%

Financial Services--0.7%
Olympic Financial Ltd. 13.00% 2000................................... 500,000 540,000

Insurance--1.3%
Terra Nova Insurance United Kingdom Holdings PLC 10.75% 2005......... 1,000,000 1,080,000
-----------
1,620,000
-----------
HEALTHCARE--17.4%

Health Services--12.9%
Abbey Healthcare Group, Inc. 9.50% 2002.............................. 2,000,000 2,120,000
OrNda Healthcorp 12.25% 2002......................................... 2,000,000 2,190,000
Quorum Health Group, Inc. 8.75% 2005................................. 2,000,000 2,015,000
Tenet Healthcare Corp. 8.63% 2003.................................... 2,000,000 2,065,000
Tenet Healthcare Corp. 10.13% 2005................................... 2,000,000 2,170,000

Medical Products--4.5%
Amerisource Distribution Corp. 11.25% 2005........................... 1,028,125 1,115,516
Dade International, Inc. 13.00% 2005................................. 500,000 553,750
Ivac Corp. 9.25% 2002................................................ 2,000,000 2,035,000
-----------
14,264,266
-----------
INDUSTRIAL & COMMERCIAL--6.0%

Business Services--2.7%
Katz Corp. 12.75% 2002............................................... 1,000,000 1,107,500
United Stationers Supply Co. 12.75% 2005............................. 1,000,000 1,080,000

Multi-Industry--2.3%
International Semi-Tech Microelectronic, Inc. zero coupon 2003(3).... 2,000,000 1,030,000
J.B. Poindexter & Co. 12.50% 2004(4)................................. 1,000,000 850,000
</TABLE>

- ---------------------

14
<PAGE> 16

<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
INDUSTRIAL & COMMERCIAL (continued)

Transportation--1.0%
USAir, Inc. 10.00% 2003.............................................. $1,000,000 $ 846,250
-----------
4,913,750
-----------
INFORMATION & ENTERTAINMENT--28.6%

Broadcasting & Media--18.5%
Argyle Television, Inc. 9.75% 2005................................... 1,000,000 986,250
Bell Cablemedia PLC zero coupon 2005*(3)............................. 2,000,000 1,210,000
Century Communications Corp. 11.88% 2003............................. 2,000,000 2,140,000
Comcast UK Cable Partners Ltd. zero coupon 2007(3)................... 1,000,000 570,000
International CableTel, Inc. zero coupon 2005(3)..................... 1,000,000 610,000
Lenfest Communications, Inc. 8.38% 2005.............................. 1,500,000 1,496,250
NWCG Holding Corp. zero coupon 1999.................................. 3,000,000 2,006,250
Simmons Cable Co. 15.75% 1996(4)..................................... 2,000,000 1,047,500
Sinclair Broadcast Group, Inc. 10.00% 2005........................... 2,000,000 2,045,000
Telewest PLC zero coupon 2007(3)..................................... 1,875,000 1,087,500
United International Holdings, Inc. zero coupon 1999................. 1,750,000 1,025,937
Videotron Holdings PLC zero coupon 2005(3)........................... 1,700,000 1,003,000

Leisure & Tourism--10.1%
Bally's Park Place Funding, Inc. 9.25% 2004.......................... 1,000,000 997,500
Grand Casino, Inc. 10.13% 2003....................................... 1,500,000 1,533,750
Hammons John Q Hotels LP 9.75% 2005*................................. 1,000,000 1,003,750
HMH Properties, Inc. 9.50% 2005...................................... 2,000,000 2,015,000
Players International, Inc. 10.88% 2005.............................. 1,000,000 950,000
Santa Fe Hotel, Inc. 11.00% 2000..................................... 907,000 634,900
Showboat, Inc. 13.00% 2009........................................... 1,000,000 1,110,000
-----------
23,472,587
-----------
INFORMATION TECHNOLOGY--11.8%

Telecommunications--11.8%
Cellular Communications International, Inc. zero coupon 2000(1)...... 2,000,000 1,165,000
Comcast Cellular Corp. zero coupon 2000.............................. 1,500,000 1,147,500
Echostar Communications Corp. zero coupon 2004(1)(3)................. 1,000,000 690,000
In Flight Phone Corp. zero coupon 2002*(3)........................... 1,000,000 350,000
Mobile Telecommunication Technologies Corp. 13.50% 2002.............. 1,000,000 1,137,500
Mobilemedia Corp. 9.38% 2007......................................... 1,000,000 1,007,500
Paging Network, Inc. 11.75% 2002..................................... 1,000,000 1,102,500
PanAmSat, L.P. zero coupon 2003(3)................................... 2,500,000 2,012,500
Pricecellular Wireless Corp. zero coupon 2003(3)..................... 1,500,000 1,117,500
-----------
9,730,000
-----------
MATERIALS--13.3%

Chemicals--10.7%
Acetex Corp. 9.75% 2003*............................................. 1,000,000 1,023,750
Agriculture Minerals & Chemicals 10.75% 2003......................... 1,000,000 1,090,000
Arcadian Partners L.P. 10.75% 2005................................... 1,000,000 1,095,000
G I Holdings, Inc. zero coupon 1998.................................. 2,000,000 1,520,000
LaRoche Industries, Inc. 13.00% 2004................................. 2,000,000 2,120,000
OSI Specialties Holdings Co. zero coupon 2004(3)..................... 1,000,000 875,260
Terra Industries 10.50% 2005......................................... 1,000,000 1,090,000

Forest Products--1.3%
Stone Container Corp. 11.88% 1998.................................... 1,000,000 1,055,000
</TABLE>

---------------------

15
<PAGE> 17
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
-----------------------------------------------------------------------------------------------
<S> <C> <C>
MATERIALS (continued)

Metals & Minerals--1.3%
Renco Metals, Inc. 12.00% 2000....................................... $1,000,000 $ 1,080,000
-----------
10,949,010
-----------
TOTAL BONDS & NOTES (cost $75,802,446)............................... 76,512,044
-----------

COMMON STOCK--0.0% SHARES
-----------------------------------------------------------------------------------------------
CONSUMER STAPLES--0.0%

Food Retail--0.0%
Smitty's Supermarkets, Inc. ......................................... 500 3,250
-----------
INFORMATION & ENTERTAINMENT--0.0%

Leisure & Tourism--0.0%
Capital Gaming International, Inc. .................................. 40,000 2,500
-----------
TOTAL COMMON STOCK (cost $156,260)................................... 5,750
-----------

PREFERRED STOCK--1.3%
-----------------------------------------------------------------------------------------------
MATERIALS--1.3%

Forest Products--1.3%
SDW Holdings Corp.(1)(4) (cost $1,000,554)........................... 3,700 1,073,000
-----------

WARRANTS--0.1%+
-----------------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--0.0%

Housing--0.0%
NVR, Inc. ........................................................... 6,857 14,571
-----------
CONSUMER STAPLES--0.0%

Household Products--0.0%
Chattem, Inc.*....................................................... 1,000 2,875
-----------
INFORMATION & ENTERTAINMENT--0.1%

Broadcasting & Media--0.0%
United International Holdings, Inc. ................................. 1,750 4,200
Leisure & Tourism--0.1%
Casino Magic Finance Corp. .......................................... 6,000 2,775
Fitzgerald Gaming Corp.(4)........................................... 2,000 20,000
-----------
26,975
-----------
</TABLE>

- ---------------------
16
<PAGE> 18

<TABLE>
<CAPTION>
WARRANTS (continued) SHARES VALUE
-----------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION TECHNOLOGY--0.0%

Telecommunications--0.0%
In Flight Phone Corp................................................. 1,000 $ 0
-----------
TOTAL WARRANTS (cost $10,558)........................................ 44,421
-----------
TOTAL INVESTMENT SECURITIES (cost $76,969,818)....................... 77,635,215
-----------
TOTAL INVESTMENTS--
(cost $76,969,818) 94.5% 77,635,215
Other assets less liabilities-- 5.5 4,538,452
----- -----------
NET ASSETS-- 100.0% $82,173,667
===== ===========

</TABLE>

-----------------------------

+ Non-income producing securities

* Resale restricted to qualified institutional buyers

(1) Consists of more than one class of securities traded together
as a unit; generally bonds with attached stocks or warrants

(2) PIK ("Payment-in-Kind") payment made with additional
securities in lieu of cash

(3) Represents a zero coupon bond which will convert to an
interest-bearing security at a later date

(4) Fair valued security; see Note 2

See Notes to Financial Statements

---------------------

17
<PAGE> 19

- ---------------------

SUNAMERICA SERIES TRUST
WORLDWIDE HIGH INCOME
PORTFOLIO I INVESTMENT PORTFOLIO--NOVEMBER 30, 1995

<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES--96.1% AMOUNT VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER DISCRETIONARY--8.4%

Apparel & Textiles--2.3%
Westpoint Stevens, Inc. 9.38% 2005................................... $ 500,000 $ 502,500

Housing--6.1%
Companhia Brasileira de Petroleo Ipiranga 12.50% 1997*(5)............ 500,000 492,500
Minas Gerais 8.25% 2000.............................................. 1,000,000 817,500
----------
1,812,500
----------
CONSUMER STAPLES--13.5%

Food, Beverage & Tobacco--13.5%
Empresas La Moderna 10.25% 1997...................................... 1,000,000 961,875
Fomento Economico Mexicano 9.50% 1997................................ 1,000,000 972,500
Grupo Embatellador de Mexico 10.75% 1997............................. 1,000,000 977,500
----------
2,911,875
----------
FINANCE--9.4%

Banks--9.4%
Banamex Pagare 14.52% 1997........................................MXN 6,446,250 433,828
Banco De Galicia Y Buenos Aires 9.00% 2003........................... 1,500,000 1,239,375
Central Bank of Nigeria 6.25% 2020................................... 750,000 352,500
----------
2,025,703
----------
INDUSTRIAL & COMMERCIAL--9.2%

Business Services--2.3%
Norcal Waste Systems, Inc. 12.50% 2005*(2)........................... 500,000 500,000

Multi-Industry--4.0%
Iochpe Maxion SA 12.38% 2002......................................... 500,000 430,000
Iochpe Maxion SA 12.38% 2002*(5)..................................... 500,000 430,000

Transportation--2.9%
Southland Corp. 5.00% 2003........................................... 750,000 624,375
----------
1,984,375
----------
INFORMATION & ENTERTAINMENT--5.8%

Broadcasting & Media--3.4%
Continental Cablevision, Inc. 9.50% 2013............................. 200,000 210,500
Marvel Parent Holdings, Inc. zero coupon 1998........................ 300,000 210,000
Viacom, Inc. 8.00% 2006.............................................. 300,000 301,500

Leisure & Tourism--2.4%
Six Flags Theme Parks, Inc. zero coupon 2005*(1)..................... 675,000 524,813
----------
1,246,813
----------
INFORMATION TECHNOLOGY--7.4%

Telecommunications--7.4%
Telecom Argentina 12.00% 2002*(5).................................... 800,000 825,000
Tolmex SA de CV 8.38% 2003........................................... 1,000,000 758,750
----------
1,583,750
----------
</TABLE>

- ---------------------
18
<PAGE> 20
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
MATERIALS--17.5%

Chemicals--5.4%
Petroleos Mexicanos 8.63% 2023*...................................... $1,000,000 $ 703,750
Plastic Specialty & Technology, Inc. 11.25% 2003..................... 500,000 452,500

Forest Products--3.4%
Owens Illinois, Inc. 9.75% 2004...................................... 500,000 520,000
Stone Container Corp. 10.75% 2002.................................... 200,000 205,250

Metals & Minerals--8.7%
Algoma Steel, Inc. 12.38% 2005....................................... 500,000 438,750
Hylsa SA de Cv 11.00% 1998........................................... 1,000,000 965,000
Sheffield Steel Corp. 12.00% 2001(3)................................. 500,000 470,000
-----------
3,755,250
-----------
NON-U.S. GOVERNMENT OBLIGATIONS--11.9%

Foreign Government--11.9%
Federal Republic of Brazil 8.00% 2014(4)............................. 265,302 140,278
Federal Republic of Brazil 6.81% 2006(2)............................. 250,000 164,843
Republic of Bulgaria 6.75% 2024(2)................................... 750,000 379,688
Republic of Ecuador 6.81% 2015(4).................................... 1,021,486 334,537
Republic of Ecuador 6.81% 2025(2).................................... 1,400,000 682,500
Republic of Poland 3.75% 2014........................................ 1,350,000 867,375
-----------
2,569,221
-----------
UTILITIES--13.0%

Electric Utilities--0.7%
Columbia Gas Systems, Inc. 6.39% 2000................................ 23,000 23,151
Columbia Gas Systems, Inc. 6.61% 2002................................ 20,000 20,181
Columbia Gas Systems, Inc. 6.80% 2005................................ 20,000 20,214
Columbia Gas Systems, Inc. 7.05% 2007................................ 20,000 19,935
Columbia Gas Systems, Inc. 7.32% 2010................................ 20,000 20,053
Columbia Gas Systems, Inc. 7.42% 2015................................ 20,000 19,875
Columbia Gas Systems, Inc. 7.62% 2025................................ 20,000 19,850

Gas & Pipeline Utilities--12.3%
Bridas Corp. 12.50% 1999............................................. 1,500,000 1,452,187
Metrogas SA 12.00% 2002*............................................. 300,000 294,000
Transportadora de Gas Del Sur 7.75% 1998............................. 1,000,000 912,500
-----------
2,801,946
-----------
TOTAL BONDS & NOTES (cost $20,307,397)............................... 20,691,433
-----------

COMMON STOCK--0.1% SHARES
------------------------------------------------------------------------------------------------
UTILITIES--0.1%

Electric Utilities--0.1%
Columbia Gas Systems, Inc. (cost $8,775)............................. 351 14,215
-----------
PREFERRED STOCK--0.1%
------------------------------------------------------------------------------------------------
UTILITIES--0.1%

Electric Utilities--0.1%
Columbia Gas Systems, Inc. (cost $14,325)............................ 573 14,039
-----------
</TABLE>

---------------------

19
<PAGE> 21
<TABLE>
<CAPTION>
WARRANTS--0.0%+ SHARES VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
FINANCE--0.0%

Banks--0.0%
Central Bank of Nigeria (cost $0).................................... 750 $ 0
-----------
TOTAL INVESTMENT SECURITIES (cost $20,330,497)....................... 20,719,687
-----------

PRINCIPAL
REPURCHASE AGREEMENT--6.7% AMOUNT
------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT--6.7%

Agreement with State Street Bank & Trust Co., bearing interest of
4.50% dated 11/30/95, to be repurchased 12/01/95 in the amount of
$1,434,179 and collateralized by $1,013,000 U.S. Treasury Bonds
12.00% due 5/15/05 (cost $1,434,000)............................... $1,434,000 1,434,000
-----------
TOTAL INVESTMENTS--
(cost $21,764,497) 103.0% 22,153,687
Liabilities in excess of other assets-- (3.0) (638,607)
----- -----------
NET ASSETS-- 100.0% $21,515,080
===== =============

</TABLE>

-----------------------------

+ Non-income producing securities

* Resale restricted to qualified institutional buyers

(1) Represents a zero coupon bond which will convert to an
interest-bearing security at a later date

(2) Variable rate security; rate as of November 30, 1995

(3) Consists of more than one class of securities traded together
as a unit; generally bonds with attached stocks or warrants

(4) A portion of the coupon interest is received in cash and a
portion is capitalized in the principal of the security

(5) Fair valued security; see Note 2

MXN Mexican Peso

Allocation of net assets by country as of November 30, 1995:

<TABLE>
<S> <C>
Mexico 31.0%
United States 30.7
Argentina 17.7
Brazil 11.5
Ecuador 4.7
Poland 4.0
Bulgaria 1.8
Nigeria 1.6
</TABLE>

See Notes to Financial Statements

- ---------------------

20
<PAGE> 22

- ---------------------

SUNAMERICA SERIES TRUST
BALANCED/PHOENIX INVESTMENT
COUNSEL PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--50.2% SHARES VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER DISCRETIONARY--2.2%

Retail--2.2%
General Nutrition Cos., Inc.+........................................ 10,000 $ 221,250
Nine West Group, Inc. ............................................... 3,000 133,125
Office Depot, Inc.+.................................................. 7,500 183,750
Staples, Inc.+....................................................... 7,000 178,500
-----------
716,625
-----------
CONSUMER STAPLES--3.4%

Food, Beverage & Tobacco--2.2%
Nabisco Holdings Corp. .............................................. 7,000 197,750
Northland Cranberries, Inc. ......................................... 12,500 237,500
Philip Morris Cos., Inc. ............................................ 3,300 289,575

Household Products--1.2%
Estee Lauder Cos., Inc. ............................................. 1,000 36,375
Gillette Co. ........................................................ 2,000 103,750
Newell Co. .......................................................... 2,500 65,938
Procter & Gamble Co. ................................................ 2,000 172,750
-----------
1,103,638
-----------
ENERGY--3.9%

Energy Services--3.2%
British Petroleum PLC ADR............................................ 1,500 143,438
ENSCO International, Inc. ........................................... 10,000 168,750
Halliburton Co. ..................................................... 3,500 151,813
Mobil Corp. ......................................................... 1,500 156,562
Sonat Offshore Drilling, Inc. ....................................... 5,000 172,500
Western Atlas, Inc.+................................................. 5,000 239,375

Energy Sources--0.7%
Fluor Corp. ......................................................... 3,500 227,500
-----------
1,259,938
-----------
FINANCE--7.2%

Banks--1.0%
Amsouth Bancorp. .................................................... 2,200 87,175
Chase Manhattan Corp. ............................................... 4,000 243,500

Financial Services--2.9%
American Express Co. ................................................ 4,000 170,000
Donaldson Lufkin & Jenrette, Inc. ................................... 2,000 66,500
Equifax, Inc. ....................................................... 2,800 117,250
Federal National Mortgage Association................................ 500 54,750
First Data Corp. .................................................... 2,500 177,500
Great Western Financial Corp. ....................................... 6,500 165,750
Travelers Group, Inc. ............................................... 3,000 178,500

Insurance--3.3%
Allstate Corp. ...................................................... 3,500 143,500
Cigna Corp. ......................................................... 2,500 275,000
ITT Corp. ........................................................... 2,000 245,250
</TABLE>

---------------------

21
<PAGE> 23

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
FINANCE (continued)

Insurance (continued)
MGIC Investment Corp. ............................................... 3,500 $ 194,687
Prudential Reinsurance Holdings, Inc. ............................... 10,000 208,750
-----------
2,328,112
-----------
HEALTHCARE--5.6%

Drugs--2.9%
American Home Products Corp. ........................................ 1,500 136,875
Amgen, Inc.+......................................................... 2,500 124,063
Biogen, Inc.+........................................................ 2,500 136,250
Manor Care, Inc. .................................................... 6,000 195,750
Nationwide Health Properties, Inc. .................................. 4,500 178,875
Watson Pharmaceuticals, Inc.+........................................ 3,500 164,937

Health Services--1.2%
Pharmacia & Upjohn, Inc.+............................................ 6,525 234,084
United Healthcare Corp. ............................................. 2,500 157,188

Medical Products--1.5%
Baxter International, Inc. .......................................... 6,500 273,000
Johnson & Johnson Co. ............................................... 2,000 173,250
Medtronic, Inc. ..................................................... 1,000 54,875
-----------
1,829,147
-----------
INDUSTRIAL & COMMERCIAL--3.8%

Aerospace & Military Technology--0.6%
Boeing Co. .......................................................... 2,500 182,188

Business Services--0.4%
Manpower, Inc. ...................................................... 5,000 133,750

Electrical Equipment--1.6%
Adtran, Inc.+........................................................ 2,600 127,400
General Electric Co. ................................................ 4,000 269,000
United Technologies Corp. ........................................... 1,500 140,625

Machinery--1.2%
BJ Services Co.+..................................................... 7,500 184,687
Case Corp. .......................................................... 5,000 208,750
-----------
1,246,400
-----------
INFORMATION & ENTERTAINMENT--2.2%

Broadcasting & Media--1.0%
Tele-Communications TCI Group+....................................... 6,500 120,250
Viacom, Inc.+........................................................ 4,500 217,125

Leisure & Tourism--1.2%
Disney (Walt) Co. ................................................... 3,500 210,438
Red Lion Hotels, Inc. ............................................... 9,000 159,750
-----------
707,563
-----------
INFORMATION TECHNOLOGY--11.2%

Communication Equipment--1.3%
Ericsson (L.M.) Telephone Co. ADR.................................... 6,000 142,500
SBC Communications, Inc. ............................................ 5,000 270,000

Computers & Business Equipment--4.0%
Bay Networks, Inc.+.................................................. 16,000 720,000
Digital Equipment Corp. ............................................. 3,000 176,625
StrataCom, Inc.+..................................................... 2,000 150,000
Sun Microsystems, Inc.+.............................................. 3,000 252,375
</TABLE>

- ---------------------

22
<PAGE> 24
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION TECHNOLOGY (continued)

Electronics--0.7%
Maxim Integrated Products, Inc.+..................................... 3,000 $ 225,000

Software--3.5%
BBN Corp. ........................................................... 6,000 225,000
Cisco Systems, Inc.+................................................. 2,500 210,312
Oracle Systems Corp.+................................................ 6,000 272,250
Visio Corp. ......................................................... 16,000 428,000

Telecommunications--1.7%
Ameritech Corp. ..................................................... 5,000 275,000
AT&T Corp. .......................................................... 4,500 297,000
-----------
3,644,062
-----------
MATERIALS--4.4%

Chemicals--3.9%
Arcadian Corp. ...................................................... 17,000 352,750
Grace (W.R.) & Co. .................................................. 2,000 121,500
IMC Global, Inc. .................................................... 2,000 154,750
Monsanto Co. ........................................................ 2,500 286,250
Potash Corp. Saskatchewan, Inc. ..................................... 2,000 138,250
United Waste Systems, Inc.+.......................................... 5,000 199,375

Forest Products--0.5%
Kimberly-Clark Corp. ................................................ 2,100 161,437
-----------
1,414,312
-----------
REAL ESTATE--1.2%

Real Estate Investment Trusts--1.2%
Equity Residential Properties Trust.................................. 5,500 170,500
Patriot American Hospitality, Inc.+.................................. 8,500 201,875
-----------
372,375
-----------
UTILITIES--5.1%

Electric Utilities--3.4%
Allegheny Power Systems, Inc. ....................................... 5,000 138,750
FPL Group, Inc.+..................................................... 5,000 216,875
Pinnacle West Capital Corp. ......................................... 4,500 122,625
Texas Utilities Co. ................................................. 7,000 269,500
Unicom Corp. ........................................................ 11,000 352,000

Telephone--1.7%
MCI Communications Corp. ............................................ 10,000 267,500
US West, Inc. ....................................................... 9,000 281,250
-----------
1,648,500
-----------
TOTAL COMMON STOCK (cost $14,758,167)................................ 16,270,672
-----------

PREFERRED STOCK--0.4%
------------------------------------------------------------------------------------------------

Forest Products--0.4%
Alco Standard Corp. (cost $116,063).................................. 1,500 124,875
-----------

PRINCIPAL
BONDS & NOTES--37.0% AMOUNT
------------------------------------------------------------------------------------------------

CONSUMER DISCRETIONARY--3.0%

Apparel & Textiles--2.2%
Westpoint Stevens, Inc. 9.38% 2005................................... $ 700,000 703,500
</TABLE>

---------------------

23
<PAGE> 25
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
<S> <C> <C>
------------------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY (continued)

Retail--0.8%
Federated Department Stores, Inc. 5.00% 2003......................... $ 250,000 $ 261,250
-----------
964,750
-----------
CONSUMER STAPLES--0.8%

Food, Beverage & Tobacco--0.8%
Boston Chicken, Inc. 4.50% 2004...................................... 200,000 255,000
-----------
FINANCE--3.6%

Financial Services--3.6%
CS First Boston Mortgage Securities Corp. CMO 7.18% 2027(1).......... 300,000 301,781
Resolution Trust Corp. CMO 6.02% 2027................................ 236,702 235,000
Sandoz Capital BVI Ltd. 2.00% 2002*.................................. 350,000 323,969
Structured Asset Securities Corp. 7.00% 2026(1)...................... 300,000 301,313
-----------
1,162,063
-----------
INDUSTRIAL & COMMERCIAL--1.5%

Business Services--0.6%
ADT Operations, Inc. zero coupon 2010................................ 400,000 188,000

Transportation--0.9%
Delta Air Lines, Inc. 3.23% 2003..................................... 300,000 303,750
-----------
491,750
-----------
MUNICIPAL BONDS--1.4%

Municipal Bonds--1.4%
Florida State Board of Education Capital Outlay 5.25% 2023........... 50,000 48,376
Intermountain Power Agency Utah 5.00% 2023........................... 50,000 45,742
Kern County California Pension Obligation 7.26% 2014................. 50,000 50,555
Long Beach California Pension Obligation 6.87% 2006.................. 30,000 30,659
Miami Beach Florida Special Obligation 8.60% 2021.................... 100,000 112,633
New York State Power Authority Revenue 5.25% 2018.................... 25,000 24,267
Northern California Power Agency Public Power Revenue 5.50% 2024..... 50,000 49,219
San Bernardino County California Financing Authority 6.87% 2008...... 15,000 15,278
San Bernardino County California Financing Authority 6.94% 2009...... 35,000 35,583
South Carolina State Public Service Authority 5.00% 2025............. 40,000 37,167
South Carolina State Public Service Authority 5.13% 2021............. 20,000 18,625
-----------
468,104
-----------
NON-U.S. GOVERNMENT OBLIGATIONS--1.3%

Foreign Government--1.3%
Government of Poland 2.75% 2024...................................... 500,000 219,375
Republic of the Philippines 5.75% 2017............................... 280,000 207,900
-----------
427,275
-----------
U.S. GOVERNMENT & AGENCIES--25.4%

U.S. Government & Agencies--25.4%
Government National Mortgage Association 6.50% 2023.................. 293,609 288,286
United States Treasury Bonds 7.63% 2025.............................. 150,000 178,430
United States Treasury Notes 5.13% 1998.............................. 600,000 596,436
United States Treasury Notes 5.75% 2000.............................. 350,000 352,954
United States Treasury Notes 6.25% 2000.............................. 350,000 359,790
United States Treasury Notes 6.50% 2005.............................. 1,730,000 1,820,012
United States Treasury Notes 6.75% 1997.............................. 650,000 660,458
United States Treasury Notes 6.75% 2000.............................. 1,200,000 1,256,064
United States Treasury Notes 6.88% 2000.............................. 450,000 473,134
United States Treasury Notes 7.13% 2000.............................. 150,000 158,859
United States Treasury Notes 7.25% 1996.............................. 250,000 254,297
United States Treasury Notes 7.50% 1996.............................. 200,000 204,344
</TABLE>

- ---------------------

24
<PAGE> 26
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
<S> <C> <C>
------------------------------------------------------------------------------------------------
U.S. GOVERNMENT & AGENCIES (continued)

United States Treasury Notes 7.50% 2005.............................. $ 850,000 $ 952,000
United States Treasury Notes 7.88% 2004.............................. 600,000 686,250
-----------
8,241,314
-----------
TOTAL BONDS & NOTES (cost $11,568,301)............................... 12,010,256
-----------
TOTAL INVESTMENT SECURITIES (cost $26,442,531)....................... 28,405,803
-----------
SHORT-TERM SECURITIES--19.2%
------------------------------------------------------------------------------------------------

CORPORATE SHORT-TERM NOTES--16.9%

Albertson's, Inc. 5.70% due 12/14/95................................. 500,000 498,971
Campbell Soup Co. 5.69% due 12/29/95................................. 590,000 587,389
du Pont (E.I.) de Nemours & Co. 5.71% due 12/05/95................... 490,000 489,689
Goldman Sachs Group L.P. 5.73% due 12/14/95.......................... 500,000 498,965
Heinz (H.J.) Co. 5.72% due 12/01/95.................................. 110,000 110,000
Merrill Lynch & Co. 5.78% due 12/11/95............................... 455,000 454,270
Minnesota Mining & Manufacturing Co. 5.72% due 12/06/95.............. 600,000 599,523
Philip Morris Cos., Inc. 5.73% due 12/04/95.......................... 170,000 169,919
Shell Oil Co. 5.66% due 12/15/95..................................... 510,000 508,877
TDK USA Corp. 5.72% due 12/18/95..................................... 625,000 623,312
TDK USA Corp. 5.74% due 1/17/96...................................... 375,000 372,190
Wal-Mart Stores, Inc. 5.70% due 12/01/95............................. 570,000 570,000
-----------
5,483,105
-----------
FEDERAL AGENCY OBLIGATIONS--2.3%

Federal Home Loan Mortgage Discount Notes 5.70% due 12/19/95......... 760,000 757,834
-----------
TOTAL SHORT-TERM SECURITIES (cost $6,240,939)........................ 6,240,939
-----------
TOTAL INVESTMENTS--
(cost $32,683,470) 106.8% 34,646,742
Liabilities in excess of other assets-- (6.8) (2,218,207)
------ ------------
NET ASSETS-- 100.0% $ 32,428,535
====== ============
</TABLE>

-----------------------------

+ Non-income producing securities

* Resale restricted to qualified institutional buyers

(1) Fair valued security; see Note 2

ADR--American Depositary Receipt

CMO--Collateralized Mortgage Obligation

See Notes to Financial Statements

---------------------

25
<PAGE> 27

- ---------------------

SUNAMERICA SERIES TRUST
ASSET ALLOCATION PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--61.0% SHARES VALUE
<S> <C> <C>
---------------------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--8.5%

Apparel & Textiles--0.6%
Melville Corp. ...................................................... 38,700 $ 1,204,538

Automotive--3.5%
Ford Motor Co. ...................................................... 121,400 3,429,550
General Motors Corp. ................................................ 19,800 960,300
Goodyear Tire & Rubber Co. .......................................... 60,400 2,559,450

Housing--1.1%
Centex Corp. ........................................................ 30,600 1,005,975
Lennar Corp. ........................................................ 58,100 1,285,462

Retail--3.3%
Fleming Cos., Inc. .................................................. 95,800 2,215,375
Penney (J.C.), Inc. ................................................. 48,900 2,292,187
Sears, Roebuck & Co. ................................................ 52,100 2,051,438
------------
17,004,275
------------
CONSUMER STAPLES--8.3%

Food, Beverage & Tobacco--7.7%
Anheuser-Busch Cos., Inc. ........................................... 43,600 2,888,500
Chiquita Brands International, Inc. ................................. 204,800 2,739,200
Philip Morris Cos., Inc. ............................................ 44,900 3,939,975
RJR Nabisco Holdings Corp. .......................................... 112,240 3,268,990
Supervalu, Inc. ..................................................... 78,200 2,521,950

Household Products--0.6%
Sunbeam Corp., Inc. ................................................. 80,800 1,313,000
------------
16,671,615
------------
ENERGY--7.2%

Energy Services--5.3%
Ashland, Inc. ....................................................... 85,500 2,981,812
CMS Energy Corp. .................................................... 43,500 1,185,375
Mobil Corp. ......................................................... 11,800 1,231,625
Texaco, Inc. ........................................................ 35,100 2,597,400
Tosco Corp. ......................................................... 70,800 2,699,250

Energy Sources--1.9%
Atlantic Richfield Co. .............................................. 12,600 1,365,525
Royal Dutch Petroleum Co. ADR........................................ 19,000 2,439,125
------------
14,500,112
------------
FINANCE--10.8%

Banks--4.2%
BankAmerica Corp. ................................................... 32,100 2,042,362
NationsBank Corp. ................................................... 56,000 3,997,000
Shawmut National Corp. .............................................. 35,400 1,327,500
Standard Federal Bancorp. ........................................... 25,500 978,563

Financial Services--1.8%
Greenpoint Financial Corp. .......................................... 55,900 1,467,375
Lehman Brothers Holdings, Inc. ...................................... 36,800 832,600
Travelers Group, Inc. ............................................... 23,300 1,386,350
</TABLE>

- ---------------------

26
<PAGE> 28

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
FINANCE (continued)

Insurance--4.8%
Allstate Corp. ...................................................... 32,300 $ 1,324,300
Cigna Corp. ......................................................... 10,700 1,177,000
Integon Corp. ....................................................... 15,100 256,700
Lincoln National Corp. .............................................. 54,100 2,529,175
Partner Residential Holding Corp. ................................... 81,000 2,146,500
Reliastar Financial Corp. ........................................... 44,200 1,911,650
USLIFE Corp. ........................................................ 6,750 194,906
-----------
21,571,981
-----------
HEALTHCARE--2.3%

Health Services--2.3%
Columbia/HCA Healthcare Corp. ....................................... 28,900 1,491,963
Tenet Healthcare Corp. .............................................. 169,500 3,029,812
-----------
4,521,775
-----------
INDUSTRIAL & COMMERCIAL--9.9%

Aerospace & Military Technology--6.3%
AMR Corp.+........................................................... 8,000 613,000
Lear Seating Corp. .................................................. 60,000 1,680,000
Lockheed Martin Corp. ............................................... 31,800 2,333,325
Loral Corp. ......................................................... 52,200 1,768,275
McDonnell Douglas Corp. ............................................. 44,800 3,992,800
Northrop Grumman Corp. .............................................. 35,800 2,201,700

Machinery--0.8%
Outboard Marine Corp. ............................................... 77,800 1,594,900

Manufacturing--1.3%
Owens Illinois, Inc. ................................................ 195,200 2,537,600

Transportation--1.5%
Consolidated Freightways, Inc.+...................................... 113,900 2,989,875
-----------
19,711,475
-----------
INFORMATION & ENTERTAINMENT--2.6%

Broadcasting & Media--1.1%
Tele-Communications TCI Group+....................................... 114,300 2,114,550

Leisure & Tourism--1.5%
Brunswick Corp. ..................................................... 140,200 2,996,775
-----------
5,111,325
-----------
INFORMATION TECHNOLOGY--2.8%

Computers & Business Equipment--2.0%
Apple Computer, Inc. ................................................ 23,600 899,750
COMPAQ Computer Corp.+............................................... 37,000 1,831,500
Storage Technology Corp. ............................................ 49,800 1,232,550

Telecommunications--0.8%
Valassis Communications, Inc. ....................................... 106,900 1,643,588
-----------
5,607,388
-----------
MATERIALS--6.5%

Chemicals--0.9%
Geon Co. ............................................................ 72,200 1,786,950

Forest Products--5.3%
Champion International Corp. ........................................ 36,900 1,738,913
Georgia-Pacific Corp. ............................................... 54,200 4,214,050
Stone Container Corp.+............................................... 229,500 3,585,937
Universal Corp. ..................................................... 46,800 1,111,500
</TABLE>

---------------------

27
<PAGE> 29

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
MATERIALS (continued)
Metals & Minerals--0.3%
Quanex Corp. ........................................................ 28,300 $ 555,387
-----------
12,992,737
-----------
UTILITIES--2.1%

Electric Utilities--2.1%
Entergy Corp. ....................................................... 63,800 1,778,425
Long Island Lighting Co. ............................................ 145,100 2,484,838
-----------
4,263,263
-----------
TOTAL COMMON STOCK (cost $106,062,453)............................... 121,955,946
-----------
PRINCIPAL
BONDS & NOTES--32.8% AMOUNT
--------------------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--0.4%

Housing--0.4%
News America Holdings, Inc. 7.50% 2000............................... $ 600,000 627,708
News America Holdings, Inc. 9.13% 1999............................... 250,000 275,437
-----------
903,145
-----------
CONSUMER STAPLES--0.3%

Food, Beverage & Tobacco--0.3%
RJR Nabisco, Inc. 8.00% 2001......................................... 280,000 284,486
RJR Nabisco, Inc. 8.63% 2002......................................... 300,000 309,513
-----------
593,999
-----------
ENERGY--1.1%

Energy Services--1.1%
Arkla, Inc. 9.20% 1997............................................... 250,000 261,883
Arkla, Inc. 9.88% 1997............................................... 550,000 573,963
National Power Corp. 7.63% 2000...................................... 180,000 177,750
Oryx Energy Co. 9.30% 1996........................................... 400,000 403,564
Oryx Energy Co. 9.50% 1999........................................... 350,000 374,815
Tosco Corp. 7.00% 2000............................................... 400,000 396,000
-----------
2,187,975
-----------
FINANCE--9.6%

Banks--3.5%
Auburn Hills Trust 12.00% 2020(1).................................... 325,000 496,327
Banco de Comercio Exterior 8.63% 2000*............................... 50,000 50,731
Banco Nacional de Comercio Exterior SNC 11.25% 1996(1)(2)............ 360,000 360,000
BankAmerica Corp. 9.75% 2000......................................... 400,000 453,312
BanPonce Corp. 5.17% 1996............................................ 400,000 397,636
Capital One Bank 7.48% 1996.......................................... 1,350,000 1,352,011
Continental Bank NA Chicago 11.25% 2001.............................. 300,000 336,393
Continental Bank NA Chicago 12.50% 2001.............................. 450,000 576,306
Corporacion Andina de Fomento 7.25% 1998............................. 510,000 507,450
Corporacion Andina de Fomento 7.38% 2000............................. 140,000 142,118
First USA Bank 6.88% 1996............................................ 350,000 352,611
First USA Bank 5.05% 1995............................................ 400,000 409,280
Security Pacific Corp. 11.50% 2000................................... 600,000 735,030
Signet Banking Corp. 9.63% 1999...................................... 775,000 852,640

Financial Services--6.1%
App International Finance Co. BV 10.25% 2000......................... 60,000 59,100
Case Equipment Loan Trust 7.30% 2002................................. 751,935 767,664
Chrysler Financial Corp. 5.98% 1997(2)............................... 300,000 300,332
Chrysler Financial Corp. 10.34% 1996(1).............................. 400,000 407,272
</TABLE>

- ---------------------

28
<PAGE> 30
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE
<S> <C> <C>
--------------------------------------------------------------------------------------------------
FINANCE (continued)

Financial Services (continued)
Countrywide Funding Corp. 8.43% 1999................................. $ 450,000 $ 486,027
Financiera Energet 6.63% 1996........................................ 1,110,000 1,105,838
First USA, Inc. 5.05% 1995........................................... 400,000 399,708
Ford Capital BV 9.38% 1998........................................... 225,000 240,667
Ford Capital BV 9.50% 2001........................................... 800,000 920,424
Ford Credit Auto Loan Master Trust 6.50% 2002........................ 550,000 561,858
Ford Credit Grantor Trust 7.30% 1999................................. 179,686 182,662
General Motors Acceptance Corp. 6.30% 1999........................... 319,693 320,892
General Motors Acceptance Corp. 7.15% 2000........................... 615,604 625,799
General Motors Acceptance Corp. 7.50% 1997........................... 200,000 206,034
General Motors Acceptance Corp. 7.63% 1998........................... 585,000 606,674
Honda Auto Receivables Grantor Trust 6.20% 2000...................... 332,512 334,175
Household Finance Corp. 7.25% 1994................................... 94,044 94,984
MBNA Corp. 8.25% 1998................................................ 95,833 95,623
Premier Auto Trust 4.90% 1998........................................ 317,641 315,059
Premier Auto Trust 7.85% 1998........................................ 1,040,000 1,066,000
Resolution Funding Corp. zero coupon 2020............................ 1,600,000 315,936
Resolution Funding Corp. zero coupon 2021............................ 1,580,000 308,416
Sears Credit Account Master Trust 8.10% 2004......................... 700,000 753,809
Standard Credit Card Master Trust 6.25% 1998......................... 260,000 261,056
Standard Credit Card Master Trust 7.85% 2002......................... 600,000 640,308
Standard Credit Card Master Trust 8.25% 2003......................... 710,000 784,323
-----------
19,182,485
-----------
INDUSTRIAL & COMMERCIAL--0.5%

Aerospace & Military Technology--0.1%
British Aerospace PLC 7.55% 1997*.................................... 150,000 152,566

Multi-Industry--0.4%
Tenneco, Inc. 10.00% 1998............................................ 800,000 877,672
-----------
1,030,238
-----------
INFORMATION & ENTERTAINMENT--1.3%

Broadcasting & Media--1.1%
Lenfest Communications, Inc. 8.38% 2005.............................. 255,000 254,363
Tele-Communications, Inc. 7.00% 1997................................. 300,000 304,056
Tele-Communications, Inc. 9.65% 2003................................. 375,000 422,513
Time Warner, Inc. 7.45% 1998......................................... 1,145,000 1,173,556

Leisure & Tourism--0.2%
Blockbuster Entertainment Corp. 6.63% 1998........................... 365,000 367,573
-----------
2,522,061
-----------
INFORMATION TECHNOLOGY--1.1%

Communication Equipment--0.5%
Cablevision Industries Corp. 10.75% 2002............................. 980,000 1,060,850

Computers & Business Equipment--0.6%
Comdisco, Inc. 6.08% 1995............................................ 350,000 350,000
Comdisco, Inc. 9.75% 1997............................................ 700,000 728,378
-----------
2,139,228
-----------
MATERIALS--0.1%

Forest Products--0.1%
PT Indah Kiat Pulp & Paper 8.88% 2000................................ 170,000 160,650
-----------
</TABLE>

---------------------

29
<PAGE> 31
<TABLE>
<CAPTION>
PRINCIPAL
BONDS & NOTES (continued) AMOUNT VALUE

--------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
NON-U.S. GOVERNMENT OBLIGATIONS--1.3%

Foreign Government--1.3%
Government Backed Trusts 9.40% 1996.................................. $ 119,595 $ 122,125
Petroleo Brasileiro SA 8.75% 1996(2)................................. 800,000 799,456
Quebec Province Canada 13.25% 2014................................... 625,000 792,812
Republic of Argentina Bote II 5.90% 1997(1).......................... 1,430,000 554,840
Republic of Columbia 9.25% 2000(2)................................... 370,000 373,049
-----------
2,642,282
-----------

U.S. GOVERNMENT & AGENCIES--16.9%

U.S. Government & Agencies--16.9%
Federal Home Loan Mortgage Corp. 6.50% 2018.......................... 600,000 598,872
Federal Home Loan Mortgage Corp. 7.00% TBA........................... 3,500,000 3,501,085
Federal Home Loan Mortgage Corp. 7.50% TBA........................... 3,000,000 3,053,430
Federal Home Loan Mortgage Corp. 8.20% 1998.......................... 310,000 318,962
Federal National Mortgage Association 7.00% TBA...................... 2,000,000 2,023,120
Federal National Mortgage Association 7.50% TBA...................... 1,000,000 1,023,120
Federal National Mortgage Association 7.70% 2004..................... 440,000 465,023
Federal National Mortgage Association 8.79% 2002..................... 180,000 180,900
Government National Mortgage Association 7.50% TBA................... 2,000,000 2,041,240
Government National Mortgage Association 8.00% TBA................... 5,000,000 5,173,400
Government National Mortgage Association 9.00% 2016.................. 516,184 548,363
Government National Mortgage Association 9.00% 2016.................. 583,076 619,425
Government National Mortgage Association 9.00% 2016.................. 481,882 511,923
Government National Mortgage Association 9.00% 2017.................. 342,014 360,504
Government National Mortgage Association 9.50% TBA................... 1,000,000 1,070,000
United States Treasury Bonds 7.88% 2021@............................. 280,000 336,437
United States Treasury Bonds 8.75% 2020.............................. 520,000 680,794
United States Treasury Bonds 11.13% 2003............................. 510,000 678,540
United States Treasury Bonds 13.75% 2004............................. 200,000 307,500
United States Treasury Bonds Strip zero coupon 2020.................. 3,310,000 681,529
United States Treasury Bonds Strip zero coupon 2004.................. 9,580,000 5,691,191
United States Treasury Bonds Strip zero coupon 2018.................. 50,000 11,837
United States Treasury Bonds Strip zero coupon 2021.................. 40,000 7,687
United States Treasury Notes 7.25% 2004.............................. 870,000 956,182
United States Treasury Notes 7.38% 1997.............................. 850,000 880,549
United States Treasury Notes 7.50% 1999.............................. 1,960,000 2,094,436
-----------
33,816,049
-----------
UTILITIES--0.2%

Electric Utilities--0.2%
Central Maine Power Co. 7.45% 1999................................... 365,000 380,126
-----------
TOTAL BONDS & NOTES (cost $64,132,258)............................... 65,558,238
-----------
TOTAL INVESTMENT SECURITIES (cost $170,194,711)...................... 187,514,184
-----------
</TABLE>

- ---------------------
30
<PAGE> 32
<TABLE>
<CAPTION>
PRINCIPAL
SHORT-TERM SECURITIES--0.8% AMOUNT VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
FOREIGN SHORT-TERM NOTES--0.8%

Banco Nacional de Comercio Exterior SNC 9.94% due 5/13/96............ $ 200,000 $ 191,736
Mexican Tesobonos 7.70% due 12/21/95................................. 100,000 99,575
Mexican Tesobonos 7.75% due 12/21/95................................. 400,000 398,300
Mexican Tesobonos 7.75% due 1/18/96.................................. 100,000 98,986
Mexican Tesobonos 7.75% due 2/08/96.................................. 140,000 139,580
Mexican Tesobonos 8.00% due 1/18/96.................................. 100,000 98,950
Petroleo Brasileiro 8.38% due 12/15/95............................... 180,000 179,432
Republic of Argentina 9.50% due 12/04/95............................. 210,000 210,000
Republic of Brazil 10.25% due 12/29/95............................... 140,000 138,906
-----------
TOTAL SHORT-TERM SECURITIES (cost $1,552,233)........................ 1,555,465
-----------

REPURCHASE AGREEMENT--12.3%
--------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT--12.3%

Agreement with State Street Bank & Trust Co., bearing interest of
5.75% dated 11/30/95, to be repurchased 12/01/95 in the amount of
$24,554,921 and collateralized by $22,520,000 U.S. Treasury Notes
7.75% due 12/31/99@ (cost $24,551,000)............................. 24,551,000 24,551,000
------------
TOTAL INVESTMENTS--
(cost $196,297,944) 106.9% 213,620,649
Liabilities in excess of other assets-- (6.9) (13,784,259)
----- ------------
NET ASSETS-- 100.0% $199,836,390
===== ============
</TABLE>

-----------------------------

+ Non-income producing securities

* Resale restricted to qualified institutional buyers

(1) Variable rate security; rate as of November 30, 1995

(2) Fair valued security; see Note 2

ADR--American Depositary Receipt

TBA--Securities purchased on a forward commitment basis with an
approximate principal amount and no definitive maturity date.
The actual principal amount and maturity date will be
determined upon settlement date.

@ The security or a portion thereof represents collateral for the
following open futures contracts:
<TABLE>
<CAPTION>
OPEN FUTURES CONTRACTS
-----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>

UNREALIZED
NUMBER OF EXPIRATION VALUE AS OF APPRECIATION/
CONTRACTS DESCRIPTION DATE NOVEMBER 30, 1995 (DEPRECIATION)
-----------------------------------------------------------------------------------------------------------
4 Long 90 Day Euro Dollar.................... September 1997 $ 944,700 $ 7,670
4 Long 90 Day Euro Dollar.................... December 1997 943,200 7,170
43 Long U.S. Long Bond........................ December 1995 5,134,469 80,274
2 Long U.S. Long Bond........................ March 1996 238,313 (328)
10 Long U.S. 2 Year Note...................... March 1996 2,090,938 5,393
8 Long U.S. 5 Year Note...................... March 1996 877,000 6,689
14 Short U.S. 10 Year Note..................... March 1996 1,587,250 (11,918)
--------
Net Unrealized Appreciation................................................. $ 94,950
========
</TABLE>

See Notes to Financial Statements

---------------------

31
<PAGE> 33

- ---------------------

SUNAMERICA SERIES TRUST
GROWTH-INCOME PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--99.3% SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER DISCRETIONARY--6.0%

Automotive--3.2%
Goodyear Tire & Rubber Co. .......................................... 82,000 $ 3,474,750
Magna International, Inc. ADR........................................ 45,000 1,957,500

Retail--2.8%
Federated Department Stores, Inc.+................................... 79,700 2,321,263
Lowe's Cos., Inc. ................................................... 74,700 2,353,050
Pep Boys-Manny, Moe & Jack........................................... 3,300 87,450
------------
10,194,013
------------
CONSUMER STAPLES--13.8%

Food, Beverage & Tobacco--10.9%
Campbell Soup Co. ................................................... 54,000 3,017,250
McDonald's Corp. .................................................... 60,000 2,677,500
PepsiCo, Inc. ....................................................... 94,000 5,193,500
Philip Morris Cos., Inc. ............................................ 70,000 6,142,500
Wendy's International, Inc. ......................................... 83,000 1,711,875

Household Products--2.9%
Colgate-Palmolive Co. ............................................... 24,000 1,758,000
Gillette Co. ........................................................ 61,700 3,200,687
------------
23,701,312
------------
ENERGY--5.9%

Energy Services--1.2%
Western Atlas, Inc.+................................................. 42,000 2,010,750

Energy Sources--4.7%
Atlantic Richfield Co. .............................................. 40,200 4,356,675
Enron Corp. ......................................................... 98,000 3,675,000
------------
10,042,425
------------
FINANCE--17.2%

Banks--6.7%
BankAmerica Corp. ................................................... 38,000 2,417,750
Fifth Third Bancorp.................................................. 22,000 1,608,750
First Chicago Corp. ................................................. 49,200 3,419,400
NationsBank Corp. ................................................... 37,500 2,676,563
Republic New York Corp. ............................................. 22,000 1,386,000

Financial Services--7.0%
Dean Witter, Discover & Co. ......................................... 54,000 2,754,000
First USA, Inc. ..................................................... 18,000 825,750
MBNA Corp. .......................................................... 35,000 1,413,125
Merrill Lynch & Co., Inc. ........................................... 48,000 2,670,000
Travelers Group, Inc. ............................................... 73,066 4,347,427

Insurance--3.5%
American International Group, Inc. .................................. 28,575 2,564,606
ITT Corp. ........................................................... 15,600 1,912,950
PMI Group, Inc. ..................................................... 30,000 1,425,000
------------
29,421,321
------------
</TABLE>

- ---------------------
32
<PAGE> 34

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
HEALTHCARE--11.5%

Drugs--4.2%
Lilly (Eli) & Co. ................................................... 44,500 $ 4,427,750
Schering-Plough Corp. ............................................... 48,000 2,754,000

Health Services--7.3%
Columbia/HCA Healthcare Corp. ....................................... 76,700 3,959,637
Healthsource, Inc.+.................................................. 21,500 1,343,750
U.S. HealthCare, Inc. ............................................... 80,000 3,640,000
United Healthcare Corp. ............................................. 40,000 2,515,000
Value Health, Inc.+.................................................. 39,000 979,875
------------
19,620,012
------------
INDUSTRIAL & COMMERCIAL--8.7%

Aerospace & Military Technology--2.9%
AlliedSignal, Inc. .................................................. 51,000 2,409,750
Boeing Co. .......................................................... 30,300 2,208,113
Coltec Industries, Inc.+............................................. 30,000 330,000

Business Services--1.5%
WMX Technologies, Inc. .............................................. 87,000 2,566,500

Electrical Equipment--2.4%
General Electric Co. ................................................ 61,200 4,115,700

Machinery--0.5%
Applied Materials, Inc.+............................................. 11,800 573,775
Centocor, Inc.+...................................................... 25,200 352,800

Transportation--1.4%
Conrail, Inc. ....................................................... 17,000 1,187,875
Illinois Central Corp. .............................................. 30,000 1,215,000
------------
14,959,513
------------
INFORMATION & ENTERTAINMENT--3.3%

Broadcasting & Media--1.2%
Tele-Communications Liberty Media Group+............................. 21,250 595,000
Tele-Communications TCI Group+....................................... 85,000 1,572,500

Leisure & Tourism--2.1%
Carnival Corp. ...................................................... 75,000 1,950,000
Disney (Walt) Co. ................................................... 26,600 1,599,325
------------
5,716,825
------------
INFORMATION TECHNOLOGY--13.4%

Communication Equipment--2.8%
AirTouch Communications, Inc.+....................................... 130,00 3,786,250
Motorola, Inc. ...................................................... 17,000 1,041,250

Computers & Business Equipment--3.5%
COMPAQ Computer Corp.+............................................... 73,400 3,633,300
International Business Machines Corp. ............................... 23,600 2,280,350

Electronics--7.1%
General Instrument Corp.+............................................ 67,500 1,729,687
General Motors Corp., Class E........................................ 50,000 2,525,000
Intel Corp. ......................................................... 78,000 4,748,250
National Semiconductor Corp.+........................................ 150,000 3,206,250
------------
22,950,337
------------
</TABLE>

---------------------

33
<PAGE> 35
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
MATERIALS--8.4%

Chemicals--7.0%
Eastman Kodak Co. ................................................... 30,000 $ 2,040,000
Monsanto Co. ........................................................ 32,000 3,664,000
Morton International, Inc. .......................................... 36,000 1,246,500
Rohm & Haas Co. ..................................................... 32,000 1,928,000
Union Carbide Corp. ................................................. 79,000 3,130,375

Forest Products--1.2%
Alco Standard Corp. ................................................. 46,000 2,001,000

Metals & Minerals--0.2%
Alumax, Inc.+........................................................ 11,500 382,375
------------
14,392,250
------------
UTILITIES--11.1%

Electric Utilities--5.1%
FPL Group, Inc.+..................................................... 100,000 4,337,500
Houston Industries, Inc. ............................................ 94,500 4,323,375

Telephone--6.0%
AT&T Corp. .......................................................... 125,00 8,250,000
Century Telephone Enterprises, Inc. ................................. 67,600 2,112,500
------------
19,023,375
------------
TOTAL INVESTMENT SECURITIES (cost $145,643,214)...................... 170,021,383
------------

PRINCIPAL
SHORT-TERM SECURITIES--4.4% AMOUNT
---------------------------------------------------------------------------------------------------
TIME DEPOSIT--4.4%

Cayman Island Time Deposit with State Street Bank & Trust Co.
5.50% due 12/01/95 (cost $7,513,000)............................... $7,513,000 7,513,000
------------
TOTAL INVESTMENTS--
(cost $153,156,214) 103.7% 177,534,383
Liabilities in excess of other assets-- (3.7) (6,253,310)
----- ------------
NET ASSETS-- 100.0% $171,281,073
===== ==============

</TABLE>

-----------------------------

+ Non-income producing securities

ADR--American Depositary Receipt

See Notes to Financial Statements

- ---------------------

34
<PAGE> 36

- ---------------------

SUNAMERICA SERIES TRUST
ALLIANCE GROWTH PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
COMMON STOCK--90.8% SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER DISCRETIONARY--1.0%

Retail--1.0%
Home Depot, Inc...................................................... 39,000 $ 1,730,625
------------
CONSUMER STAPLES--11.6%

Food, Beverage & Tobacco--9.4%
Coca-Cola Co. ....................................................... 25,100 1,901,325
McDonald's Corp. .................................................... 107,900 4,815,038
PepsiCo, Inc. ....................................................... 34,000 1,878,500
Philip Morris Cos., Inc. ............................................ 81,300 7,134,075

Household Products--2.2%
Gillette Co. ........................................................ 72,800 3,776,500
------------
19,505,438
------------
FINANCE--22.2%

Banks--11.2%
Citicorp............................................................. 52,400 3,707,300
First Bank Systems, Inc. ............................................ 37,800 1,951,425
First Chicago Corp. ................................................. 61,100 4,246,450
First Interstate Bancorp............................................. 11,500 1,541,000
NationsBank Corp. ................................................... 44,500 3,176,188
Norwest Corp. ....................................................... 124,620 4,112,460

Financial Services--9.2%
Beneficial Corp. .................................................... 27,900 1,415,925
Dean Witter, Discover & Co. ......................................... 27,800 1,417,800
Federal National Mortgage Association................................ 50,100 5,485,950
Household International, Inc. ....................................... 32,900 2,056,250
MBNA Corp. .......................................................... 12,600 508,725
Merrill Lynch & Co., Inc. ........................................... 81,600 4,539,000

Insurance--1.8%
ITT Corp. ........................................................... 24,900 3,053,363
------------
37,211,836
------------
HEALTHCARE--5.9%

Drugs--3.8%
Amgen, Inc.+......................................................... 55,200 2,739,300
Merck & Co., Inc. ................................................... 33,200 2,054,250
Schering-Plough Corp. ............................................... 26,500 1,520,437

Health Services--0.9%
United Healthcare Corp. ............................................. 23,800 1,496,425

Medical Products--1.2%
Abbott Laboratories.................................................. 19,700 800,313
Guidant Corp. ....................................................... 34,600 1,293,175
------------
9,903,900
------------
INDUSTRIAL & COMMERCIAL--6.7%

Business Services--1.2%
XTRA Corp. .......................................................... 48,750 2,084,063

Machinery--3.6%
Applied Materials, Inc.+............................................. 122,300 5,946,837
</TABLE>

---------------------

35
<PAGE> 37

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
INDUSTRIAL & COMMERCIAL (continued)

Transportation--1.9%
UAL Corp. ........................................................... 15,300 $ 3,201,525
------------
11,232,425
------------
INFORMATION & ENTERTAINMENT--11.1%

Broadcasting & Media--4.0%
Capital Cities/ABC, Inc. ............................................ 10,400 1,285,700
Tele-Communications Liberty Media Group+............................. 49,725 1,392,300
Tele-Communications TCI Group+....................................... 217,100 4,016,350

Leisure & Tourism--7.1%
Disney (Walt) Co. ................................................... 98,600 5,928,325
KLM Royal Dutch Airlines ADR......................................... 49,500 1,707,750
Northwest Airlines Corp.+............................................ 86,500 4,357,438
------------
18,687,863
------------
INFORMATION TECHNOLOGY--28.5%

Communication Equipment--13.4%
AirTouch Communications, Inc.+....................................... 195,500 5,693,937
Cox Communications, Inc.+............................................ 136,300 2,726,000
DSC Communications Corp.+............................................ 47,600 1,886,150
Ericsson (L.M.) Telephone Co. ADR.................................... 83,000 1,971,250
Motorola, Inc. ...................................................... 53,100 3,252,375
Nokia Corp. ADR...................................................... 127,900 6,938,575

Computers & Business Equipment--4.5%
COMPAQ Computer Corp.+............................................... 37,500 1,856,250
Hewlett-Packard Co. ................................................. 68,000 5,635,500

Electronics--2.1%
Intel Corp. ......................................................... 59,200 3,603,800

Software--8.5%
Cisco Systems, Inc.+................................................. 57,100 4,803,537
Microsoft Corp.+..................................................... 64,500 5,619,562
Oracle Systems Corp.+................................................ 84,400 3,829,650
------------
47,816,586
------------
REAL ESTATE--1.4%

Real Estate Companies--1.4%
Green Tree Financial Corp. .......................................... 82,800 2,339,100
------------
UTILITIES--2.4%

Telephone--2.4%
AT&T Corp. .......................................................... 60,500 3,993,000
------------
TOTAL COMMON STOCK (cost $135,818,446)............................... 152,420,773
------------
</TABLE>

- ---------------------

36
<PAGE> 38
<TABLE>
<CAPTION>
WARRANTS--4.3%+ SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION TECHNOLOGY--4.3%

Electronics--4.3%
Intel Corp. (cost $3,451,125)........................................ 231,000 $ 7,189,875
------------
TOTAL INVESTMENT SECURITIES (cost $139,269,571)...................... 159,610,648
------------

PRINCIPAL
SHORT-TERM SECURITIES--4.8% AMOUNT
---------------------------------------------------------------------------------------------------
TIME DEPOSIT--4.7%

Cayman Island Time Deposit with State Street Bank & Trust Co.
5.50% due 12/01/95@................................................ $7,916,000 7,916,000
------------
U.S. GOVERNMENT--0.1%
United States Treasury Bills 5.18% due 12/21/95@..................... 100,000 99,716
------------
TOTAL SHORT-TERM SECURITIES (cost $8,015,713)........................ 8,015,716
------------
TOTAL INVESTMENTS--
(cost $147,285,284) 99.9% 167,626,364
Other assets less liabilities-- 0.1 243,363
----- ------------
NET ASSETS-- 100.0% $167,869,727
===== ============

</TABLE>

-----------------------

+ Non-income producing securities

ADR--American Depositary Receipt

@ The security or a portion thereof represents collateral for the
following open futures contracts:
<TABLE>
<CAPTION>
OPEN FUTURES CONTRACTS

------------------------------------------------------------------------------------------------------------

<CAPTION>
NUMBER OF EXPIRATION VALUE AS OF UNREALIZED
CONTRACTS DESCRIPTION DATE NOVEMBER 30, 1995 APPRECIATION
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9 Long Standard & Poor's 500 Index............. December 1995 $2,732,625 $ 96,750
=========

See Notes to Financial Statements

</TABLE>
---------------------

<PAGE> 39

- ---------------------

SUNAMERICA SERIES TRUST
GROWTH/PHOENIX INVESTMENT
COUNSEL PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--91.6% SHARES VALUE
<S> <C> <C>
---------------------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--4.7%

Apparel & Textiles--1.8%
Tommy Hilfiger Corp.+................................................ 60,000 $ 2,647,500

Retail--2.9%
Federated Department Stores, Inc.+................................... 92,000 2,679,500
Office Depot, Inc.+.................................................. 27,200 666,400
Sunglass Hut International, Inc.+.................................... 50,700 1,064,700
------------
7,058,100
------------
CONSUMER STAPLES--2.7%

Food, Beverage & Tobacco--2.7%
Boston Chicken, Inc.+................................................ 49,000 1,696,625
Nabisco Holdings Corp. .............................................. 80,000 2,260,000
------------
3,956,625
------------
ENERGY--4.5%

Energy Services--2.4%
Schlumberger Ltd. ................................................... 30,000 1,905,000
Tidewater, Inc. ..................................................... 50,000 1,431,250
Western Atlas, Inc.+................................................. 4,000 191,500

Energy Sources--2.1%
Apache Corp. ........................................................ 88,000 2,343,000
Burlington Northern Santa Fe......................................... 10,600 854,625
------------
6,725,375
------------
FINANCE--12.4%

Banks--1.4%
Chase Manhattan Corp. ............................................... 34,000 2,069,750

Financial Services--5.0%
Dean Witter, Discover & Co. ......................................... 46,000 2,346,000
Morgan Stanley Group, Inc. .......................................... 22,000 1,897,500
Travelers Group, Inc. ............................................... 55,000 3,272,500

Insurance--6.0%
Aetna Life & Casualty Co. ........................................... 62,500 4,585,938
Cigna Corp. ......................................................... 25,000 2,750,000
Prudential Reinsurance Holdings, Inc. ............................... 82,000 1,711,750
------------
18,633,438
------------
HEALTHCARE--17.0%

Drugs--4.8%
Amgen, Inc.+......................................................... 40,000 1,985,000
Boston Scientific Corp.+............................................. 37,000 1,498,500
Merck & Co., Inc. ................................................... 26,500 1,639,688
SmithKline Beecham PLC ADR........................................... 40,000 2,130,000

Health Services--3.1%
Pharmacia & Upjohn, Inc.+............................................ 65,000 2,331,875
U.S. HealthCare, Inc. ............................................... 50,000 2,275,000
</TABLE>

- ---------------------

38
<PAGE> 40

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
HEALTHCARE (continued)

Medical Products--9.1%
Baxter International, Inc. .......................................... 60,000 $ 2,520,000
Genzyme Corp.+....................................................... 40,000 2,610,000
Guidant Corp. ....................................................... 64,500 2,410,687
IDEXX Laboratories, Inc.+............................................ 51,000 2,269,500
Medtronic, Inc. ..................................................... 28,000 1,536,500
Possis Medical, Inc. ................................................ 125,000 2,234,375
------------
25,441,125
------------
INDUSTRIAL & COMMERCIAL--11.2%

Aerospace & Military Technology--2.2%
Boeing Co. .......................................................... 46,000 3,352,250

Business Services--2.4%
CUC International, Inc.+............................................. 60,000 2,280,000
DST Systems, Inc. ................................................... 48,000 1,386,000

Electrical Equipment--2.1%
Austria Mikro Systeme International AG............................... 7,200 1,265,864
AVX Corp. ........................................................... 65,000 1,868,750

Machinery--4.5%
BJ Services Co.+..................................................... 107,000 2,634,875
Case Corp. .......................................................... 40,000 1,670,000
Harnischfeger Industries, Inc. ...................................... 70,000 2,371,250
------------
16,828,989
------------
INFORMATION & ENTERTAINMENT--9.7%

Broadcasting & Media--8.3%
Evergreen Media Corp.+............................................... 50,000 1,212,500
MobileMedia Corp.+................................................... 120,000 3,105,000
News Corp., Ltd. ADR................................................. 100,000 1,887,500
Tele-Communications Liberty Media Group+............................. 18,750 525,000
Tele-Communications TCI Group+....................................... 75,000 1,387,500
Viacom, Inc.+........................................................ 90,500 4,366,625

Leisure & Tourism--1.4%
Disney (Walt) Co. ................................................... 35,000 2,104,375
------------
14,588,500
------------
INFORMATION TECHNOLOGY--24.0%

Communication Equipment--4.9%
Ericsson (L.M.) Telephone Co. ADR.................................... 96,000 2,280,000
Glenayre Technologies, Inc.+......................................... 25,000 1,431,250
Paging Network, Inc.+................................................ 160,000 3,560,000

Computers & Business Equipment--10.7%
3Com Corp.+.......................................................... 78,000 3,568,500
Ascend Communications, Inc.+......................................... 22,000 1,573,000
Bay Networks, Inc.+.................................................. 81,500 3,667,500
NETCOM On-Line Communications Services+.............................. 21,000 1,533,000
Newbridge Networks Corp.+............................................ 54,000 2,301,750
StrataCom, Inc.+..................................................... 26,000 1,950,000
Sun Microsystems, Inc.+.............................................. 18,000 1,514,250

Electronics--1.3%
Intel Corp. ......................................................... 31,000 1,887,125

Software--4.9%
America Online, Inc.+................................................ 50,000 2,043,750
Cheyenne Software, Inc.+............................................. 60,600 1,408,950
</TABLE>

---------------------

<PAGE> 41
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION TECHNOLOGY (continued)

Software (continued)
Premenos Technology Corp.+........................................... 50,000 $ 2,125,000
Sybase, Inc.+........................................................ 50,000 1,756,250

Telecommunications--2.2%
MFS Communications, Inc.+............................................ 45,000 2,047,500
Mobile Telecommunication Technologies Corp.+......................... 55,000 1,265,000
------------
35,912,825
------------
MATERIALS--5.4%

Chemicals--5.4%
Arcadian Corp. ...................................................... 155,000 3,216,250
Monsanto Co. ........................................................ 20,000 2,290,000
USA Waste Services, Inc.+............................................ 125,000 2,625,000
------------
8,131,250
------------
TOTAL INVESTMENT SECURITIES (cost $120,802,728)...................... 137,276,227
------------

<CAPTION>
PRINCIPAL
SHORT-TERM SECURITIES--9.5% AMOUNT
---------------------------------------------------------------------------------------------------
<S> <C> <C>
CORPORATE SHORT-TERM NOTES--7.5%
Albertson's, Inc. 5.70% due 12/14/95................................. $3,110,000 3,103,599
Bellsouth Capital Funding Corp. 5.71% due 12/12/95................... 2,280,000 2,276,022
du Pont (E.I.) de Nemours & Co. 5.71% due 12/05/95................... 2,430,000 2,428,458
Heinz (H.J.) Co. 5.72% due 12/01/95.................................. 700,000 700,000
Wal-Mart Stores, Inc. 5.70% due 12/04/95............................. 2,775,000 2,773,682
------------
11,281,761
------------
FEDERAL AGENCY OBLIGATIONS--2.0%
Federal Home Loan Bank Discount Notes 5.80% due 12/01/95............. 2,930,000 2,930,000
------------
TOTAL SHORT-TERM SECURITIES (cost $14,211,761)....................... 14,211,761
------------
TOTAL INVESTMENTS--
(cost $135,014,489) 101.1% 151,487,988
Liabilities in excess of other assets -- (1.1) (1,577,505)
------ ------------
NET ASSETS -- 100.0% $149,910,483
=============
======

</TABLE>

-----------------------------

+ Non-income producing securities

ADR--American Depositary Receipt

See Notes to Financial Statements

- ---------------------

40
<PAGE> 42

- ---------------------

SUNAMERICA SERIES TRUST
PROVIDENT GROWTH
PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--96.7% SHARES VALUE
---------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
CONSUMER DISCRETIONARY--2.9%

Retail--2.9%
AutoZone, Inc.+...................................................... 49,500 $ 1,441,688
Office Depot, Inc.+.................................................. 76,000 1,862,000
------------
3,303,688
------------
CONSUMER STAPLES--0.9%

Household Products--0.9%
Gillette Co.......................................................... 20,600 1,068,625
------------
ENERGY--2.0%

Energy Sources--2.0%
Enron Corp........................................................... 60,800 2,280,000
------------
FINANCE--15.9%

Financial Services--12.5%
Federal Home Loan Mortgage Corp...................................... 5,300. 408,100
Federal National Mortgage Association................................ 20,600 2,255,700
Finova Group, Inc.................................................... 31,000 1,503,500
First Data Corp...................................................... 83,625 5,937,375
First USA, Inc....................................................... 28,200 1,293,675
MBNA Corp............................................................ 75,300 3,040,237

Insurance--3.4%
American International Group, Inc.................................... 15,300 1,373,175
MGIC Investment Corp................................................. 36,400 2,024,750
PMI Group, Inc....................................................... 11,500 546,250
------------
18,382,762
------------
HEALTHCARE--11.4%

Drugs--5.4%
Amgen, Inc.+......................................................... 17,000 843,625
Cardinal Health, Inc................................................. 26,800 1,447,200
Merck & Co., Inc..................................................... 14,200 878,625
Pfizer, Inc.......................................................... 26,800 1,554,400
Quorum Health Group, Inc.+........................................... 41,600 899,600
Scherer (R.P.) Corp.+................................................ 13,200 585,750

Health Services--2.5%
HEALTHSOUTH Corp.+................................................... 48,200 1,458,050
United Healthcare Corp............................................... 22,500 1,414,687

Medical Products--3.5%
Medtronic, Inc....................................................... 53,400 2,930,325
St. Jude Medical, Inc................................................ 28,200 1,113,900
------------
13,126,162
------------
INDUSTRIAL & COMMERCIAL--10.9%

Aerospace & Military Technology--1.8%
Boeing Co............................................................ 28,300 2,062,363
</TABLE>

---------------------

41
<PAGE> 43

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
-----------------------------------------------------------------------------------------------
<S> <C> <C>
INDUSTRIAL & COMMERCIAL (continued)

Business Services--2.3%
ASM Lithography Holdings NV+......................................... 20,000 $ 842,500
CUC International, Inc.+............................................. 17,000 646,000
Loewen Group, Inc.................................................... 45,400 1,203,100

Electrical Equipment--1.4%
AVX Corp............................................................. 24,000 690,000
SGS-Thomson Microelectronics NV+..................................... 25,000 931,250

Machinery--4.8%
American Standard Companies, Inc.+................................... 37,800 1,134,000
Applied Materials, Inc.+............................................. 55,400 2,693,825
Tyco International Ltd............................................... 53,400 1,675,425

Transportation--0.6%
Fritz Cos., Inc.+.................................................... 17,400 674,250
------------
12,552,713
------------
INFORMATION & ENTERTAINMENT--6.9%

Broadcasting & Media--5.0%
British Sky Broadcast Group PLC ADR.................................. 49,900 1,989,762
Cabletron Systems, Inc.+............................................. 23,500 1,950,500
Capital Cities/ABC, Inc.............................................. 14,900 1,842,013

Leisure & Tourism--1.9%
HFS, Inc............................................................. 31,200 2,160,600
------------
7,942,875
------------
INFORMATION TECHNOLOGY--44.1%

Communication Equipment--9.7%
Ericsson (L.M.) Telephone Co. ADR.................................... 206,400 4,902,000
Glenayre Technologies, Inc.+......................................... 16,800 961,800
Motorola, Inc........................................................ 18,800 1,151,500
Nokia Corp. ADR...................................................... 76,400 4,144,700

Computers & Business Equipment--8.4%
3Com Corp.+.......................................................... 47,800 2,186,850
Automatic Data Processing, Inc....................................... 7,800. 621,075
Ceridian Corp.+...................................................... 13,000 546,000
Computer Sciences Corp.+............................................. 23,600 1,716,900
Hewlett-Packard Co................................................... 24,500 2,030,437
United States Robotics Corp.......................................... 23,800 2,612,050

Electronics--10.6%
Analog Devices, Inc.+................................................ 50,950 1,885,150
Intel Corp........................................................... 65,700 3,999,487
LSI Logic Corp.+..................................................... 32,000 1,340,000
Molex, Inc........................................................... 26,875 839,844
Texas Instruments, Inc............................................... 49,100 2,841,663
Xilinx, Inc.+........................................................ 39,800 1,278,575

Software--13.6%
Cisco Systems, Inc.+................................................. 33,800 2,843,425
Computer Associates International, Inc............................... 49,200 3,222,600
Informix Corp.+...................................................... 56,600 1,567,113
Microsoft Corp.+..................................................... 38,700 3,371,737
Oracle Systems Corp.+................................................ 88,550 4,017,956
Paychex, Inc......................................................... 15,000 676,875
</TABLE>

- ---------------------

<PAGE> 44
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
---------------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION TECHNOLOGY (continued)

Telecommunications--1.8%
Andrew Corp.+........................................................ 27,850 $ 1,204,513
Frontier Corp........................................................ 35,400 915,975
------------
50,878,225
------------
MATERIALS--1.7%

Chemicals--0.9%
Air Products & Chemicals, Inc........................................ 17,500 971,250

Forest Products--0.8%
Alco Standard Corp................................................... 21,400 930,900
------------
1,902,150
------------
TOTAL INVESTMENT SECURITIES (cost $83,389,759)....................... 111,437,200
------------

PRINCIPAL
REPURCHASE AGREEMENT--2.3% AMOUNT
---------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT--2.3%
Agreement with State Street Bank & Trust Co., bearing interest of
4.50% dated 11/30/95, to be repurchased 12/01/95 in the amount of
$2,633,329 and collateralized by $2,345,000 U.S. Treasury Bonds
7.50% due 11/15/16 (cost $2,633,000)............................... $2,633,000 2,633,000
------------
TOTAL INVESTMENTS--
(cost $86,022,759) 99.0% 114,070,200
Other assets less liabilities-- 1.0 1,205,839
----- ------------
NET ASSETS-- 100.0% $115,276,039
===== ============

</TABLE>

-----------------------------

+ Non-income producing securities

ADR--American Depositary Receipt

See Notes to Financial Statements

---------------------

43
<PAGE> 45

- ---------------------

SUNAMERICA SERIES TRUST
VENTURE VALUE PORTFOLIOIINVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--87.9% SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
CONSUMER DISCRETIONARY--4.7%

Automotive--2.3%
General Motors Corp. ................................................ 72,000 $ 3,492,000

Retail--2.4%
Federated Department Stores, Inc.+................................... 68,800 2,003,800
Harcourt General, Inc. .............................................. 36,600 1,473,150
Office Max, Inc. .................................................... 100 2,275
Sears, Roebuck & Co. ................................................ 8,100 318,937
------------
7,290,162
------------
CONSUMER STAPLES--8.5%

Food, Beverage & Tobacco--7.5%
American Brands, Inc. ............................................... 2,400 100,200
Archer-Daniels-Midland Co. .......................................... 3,200 55,200
Coca-Cola Co. ....................................................... 53,000 4,014,750
McDonald's Corp. .................................................... 69,600 3,105,900
Nestle SA ADR........................................................ 32,900 1,756,113
Philip Morris Cos., Inc. ............................................ 2,600 228,150
Seagram Co., Ltd. ................................................... 36,600 1,335,900
Tyson Foods, Inc. ................................................... 43,400 1,030,750

Household Products--1.0%
American Home Products Corp. ........................................ 600 54,750
Gillette Co. ........................................................ 27,800 1,442,125
Maytag Corp. ........................................................ 2,200 44,825
------------
13,168,663
------------
ENERGY--4.3%

Energy Services--4.2%
Amerada Hess Corp. .................................................. 45,200 2,147,000
Amoco Corp. ......................................................... 700 47,425
Burlington Resources, Inc. .......................................... 55,100 2,121,350
Chevron Corp. ....................................................... 4,100 202,438
Energy Ventures, Inc.+............................................... 28,400 596,400
Exxon Corp. ......................................................... 6,500 502,937
Mobil Corp. ......................................................... 600 62,625
Schlumberger Ltd. ................................................... 11,600 736,600
Sonat, Inc. ......................................................... 1,200 38,700

Energy Sources--0.1%
Atlantic Richfield Co. .............................................. 1,300 140,888
------------
6,596,363
------------
FINANCE--41.7%

Banks--10.3%
Banc One Corp. ...................................................... 80,900 3,084,312
First Bank Systems, Inc. ............................................ 68,900 3,556,962
First Union Corp. ................................................... 1,100 60,088
Golden West Financial Corp. ......................................... 38,300 1,958,088
Republic New York Corp. ............................................. 13,100 825,300
State Street Boston Corp. ........................................... 56,200 2,529,000
Wells Fargo & Co. ................................................... 18,400 3,868,600
</TABLE>

- ---------------------

44
<PAGE> 46

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
FINANCE (continued)

Financial Services--13.4%
American Express Co. ................................................ 121,300 $ 5,155,250
Barnett Banks, Inc. ................................................. 24,500 1,473,063
Dean Witter, Discover & Co. ......................................... 12,800 652,800
Donaldson Lufkin & Jenrette, Inc. ................................... 26,100 867,825
Federal Home Loan Mortgage Corp. .................................... 10,800 831,600
Morgan (J.P.) & Co., Inc. ........................................... 38,000 2,983,000
Morgan Stanley Group, Inc. .......................................... 44,100 3,803,625
Travelers Group, Inc. ............................................... 85,200 5,069,400

Insurance--18.0%
20th Century Industries+ ............................................ 76,400 1,394,300
Allstate Corp. ...................................................... 97,795 4,009,595
American International Group, Inc. .................................. 21,700 1,947,575
Berkley (W.R.) Corp. ................................................ 45,200 2,045,300
Chubb Corp. ......................................................... 45,800 4,454,050
Equitable Cos., Inc. ................................................ 176,700 4,395,412
General Reinsurance Group............................................ 28,900 4,324,162
NAC Reinsurance Corp. ............................................... 48,900 1,613,700
National Reinsurance Corp. .......................................... 21,700 713,388
Progressive Corp., Ohio.............................................. 36,100 1,606,450
Transatlantic Holdings, Inc. ........................................ 19,400 1,333,750
------------
64,556,595
------------
HEALTHCARE--3.1%

Drugs--3.1%
Bristol-Myers Squibb Co. ............................................ 500 40,125
Johnson & Johnson Co. ............................................... 14,700 1,273,388
Merck & Co., Inc. ................................................... 10,400 643,500
Pfizer, Inc. ........................................................ 48,500 2,813,000

Health Services--0.0%
Transport Holdings, Inc.+ ........................................... 316 12,403
------------
4,782,416
------------
INDUSTRIAL & COMMERCIAL--1.4%

Business Services--0.0%
Dun & Bradstreet Corp. .............................................. 300 18,713
WMX Technologies, Inc. .............................................. 1,000 29,500

Electrical Equipment--0.2%
General Electric Co. ................................................ 3,200 215,200

Transportation--1.2%
Illinois Central Corp. .............................................. 21,000 850,500
Union Pacific Corp. ................................................. 15,500 1,050,125
------------
2,164,038
------------
INFORMATION & ENTERTAINMENT--6.5%

Broadcasting & Media--4.6%
Gannett Co., Inc. ................................................... 49,400 3,013,400
News Corp., Ltd. ADR................................................. 142,000 2,680,250
Tribune Co. ......................................................... 23,500 1,515,750

Leisure & Tourism--1.9%
Disney (Walt) Co. ................................................... 14,300 859,788
Host Marriott Corp.+ ................................................ 158,900 2,045,837
------------
10,115,025
------------
</TABLE>

---------------------

45
<PAGE> 47

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION TECHNOLOGY--8.9%

Communication Equipment--1.5%
AirTouch Communications, Inc.+....................................... 57,000 $ 1,660,125
Cellular Communications, Inc.+ ...................................... 11,900 569,713
SBC Communications, Inc. ............................................ 700 37,800

Computers & Business Equipment--2.4%
Hewlett-Packard Co. ................................................. 44,500 3,687,937

Electronics--5.0%
Cirrus Logic, Inc.+.................................................. 32,400 939,600
Intel Corp. ......................................................... 68,600 4,176,025
Texas Instruments, Inc. ............................................. 46,100 2,668,037

Telecommunications--0.0%
Royal PTT Nederland NV ADR+ ......................................... 100 3,538
------------
13,742,775
------------
MATERIALS--5.7%

Chemicals--0.9%
Dow Chemical Co. .................................................... 400 28,350
Eastman Kodak Co. ................................................... 21,800 1,482,400

Forest Products--4.5%
Fort Howard Corp.+................................................... 86,200 1,713,225
International Paper Co. ............................................. 600 22,875
Jefferson Smurfit Corp. ............................................. 57,700 649,125
Mead Corp. .......................................................... 20,100 1,148,212
Union Camp Corp. .................................................... 47,400 2,328,525
Weyerhaeuser Co. .................................................... 24,200 1,095,050

Metals & Minerals--0.3%
Alumax, Inc.+........................................................ 3,900 129,675
Reynolds Metals Co. ................................................. 5,500 317,625
------------
8,915,062
------------
REAL ESTATE--2.0%

Real Estate Investment Trusts--2.0%
Federal Realty Investment Trust...................................... 25,000 550,000
Kimco Realty Corp. .................................................. 3,700 148,000
Mid-Atlantic Realty Trust............................................ 14,800 125,800
Saul Centers, Inc. .................................................. 15,900 220,613
Simon Property Group, Inc. .......................................... 400 9,300
United Dominion Realty Trust, Inc. .................................. 27,300 385,612
Vornado Realty Trust................................................. 39,200 1,391,600
Weingarten Realty Investors.......................................... 8,000 274,000
------------
3,104,925
------------
UTILITIES--1.1%

Electric Utilities--0.1%
Carolina Power & Light Co. .......................................... 600 19,725
Duke Power Co. ...................................................... 900 40,387
New England Electric Systems......................................... 300 11,700
San Diego Gas & Electric Co. ........................................ 500 11,375
SCEcorp. ............................................................ 700 10,938
Southern Co. ........................................................ 1,200 27,450
Wisconsin Energy Corp. .............................................. 500 14,750
</TABLE>

- ---------------------

46
<PAGE> 48
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
UTILITIES (continued)

Telephone--1.0%
AT&T Corp. .......................................................... 7,700 $ 508,200
MCI Communications Corp. ............................................ 39,700 1,061,975
------------
1,706,500
-----------
TOTAL COMMON STOCK (cost $121,711,418)............................... 136,142,524
------------

PREFERRED STOCK--2.4%
---------------------------------------------------------------------------------------------------
FINANCE--2.4%
Banks--2.4%
Banc One Corp., Series C............................................. 3,700 250,213
Citicorp............................................................. 18,510 3,549,292
------------
TOTAL PREFERRED STOCK (cost $3,029,488).............................. 3,799,505
------------
TOTAL INVESTMENT SECURITIES (cost $124,740,906)...................... 139,942,029
------------

PRINCIPAL
SHORT-TERM SECURITIES--11.0% AMOUNT
---------------------------------------------------------------------------------------------------
FEDERAL AGENCY OBLIGATIONS--11.0%

Federal Farm Credit Bank Discount Notes 5.68% due 12/04/95........... $ 5,410,000 5,407,439
Federal Home Loan Mortgage Discount Notes 5.80% due 12/01/95......... 11,590,000 11,590,000
------------
TOTAL SHORT-TERM SECURITIES (cost $16,997,439) 16,997,439
------------
TOTAL INVESTMENTS--
(cost $141,738,345) 101.3% 156,939,468
Liabilities in excess of other assets-- (1.3) (2,031,471)
------ ------------
NET ASSETS-- 100.0% $154,907,997
====== ============

</TABLE>

-----------------------------

+ Non-income producing securities

ADR--American Depositary Receipt

See Notes to Financial Statements

---------------------

47
<PAGE> 49

- ---------------------

SUNAMERICA SERIES TRUST
GLOBAL EQUITIES PORTFOLIO INVESTMENT PORTFOLIO--NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--94.7% SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
AUSTRALIA--1.0%
Coca-Cola Amatil Ltd. (Consumer Staples)............................. 67,219 $ 543,778
Mayne Nickless Ltd. (Industrial & Commercial)........................ 27,313 125,680
National Australia Bank Ltd. (Finance)............................... 41,000 357,236
Qantas Airways Ltd. (Industrial & Commercial)........................ 41,731 70,925
Woolworths Ltd. (Consumer Discretionary)............................. 275,404 643,849
------------
1,741,468
------------
BELGIUM--0.3%
Kredietbank NV (Finance)............................................. 2,271 580,545
------------
CANADA--1.4%
Alcan Aluminium Ltd. (Materials)..................................... 52 1,763
Magna International, Inc. (Consumer Discretionary)................... 15,000 651,454
Renaissance Energy Ltd. (Energy)..................................... 71,900 1,653,938
------------
2,307,155
------------
DENMARK--0.7%
Den Danske Bank (Finance)............................................ 15,300 1,035,112
Tele Danmark A/S (Utilities)......................................... 3,300 179,668
------------
1,214,780
------------
FINLAND--1.0%
Metsa-Serla Oy (Materials)........................................... 14,400 485,446
Nokia Corp. (Information Technology)................................. 12,800 702,315
Unitas Ltd. (Finance)................................................ 175,035 435,431
------------
1,623,192
------------
FRANCE--5.6%
Assurance General de France (Finance)................................ 22,600 726,841
Banque National Paris (Finance)...................................... 16,200 717,403
Bouygues SA (Consumer Discretionary)................................. 3,100 340,407
Casino Guichard Perrachon et Cie S.C.A. (Consumer Discretionary)..... 6,849 193,509
Cie Financiere de Paribas (Finance).................................. 8,415 467,247
Credit Foncier de France (Finance)................................... 7,300 142,328
Eaux (cie Generale) (Industrial & Commercial)........................ 7,370 717,137
Groupe Danone (Consumer Staples)..................................... 4,490 702,673
Legris Industries SA (Industrial & Commercial)....................... 5,700 191,885
Peugeot SA (Consumer Discretionary).................................. 5,550 717,313
Salomon SA (Consumer Staples)........................................ 920 512,125
Sanofi SA (Healthcare)............................................... 7,600 439,964
Sefimeg (Real Estate)................................................ 3,700 255,786
Seita (Healthcare)................................................... 16,000 525,799
Simco (Real Estate).................................................. 2,600 237,050
Societe de Immeubles (Real Estate)................................... 2,671 147,720
Total SA (Energy).................................................... 12,405 763,117
TV Francaise (Information & Entertainment)........................... 3,430 338,842
Unibail SA (Finance)................................................. 4,630 459,243
Union Immeubles de France (Real Estate).............................. 3,300 295,582
USINOR SACILOR (Materials)........................................... 23,900 344,336
------------
9,236,307
------------
GERMANY--2.7%
Bayer AG (Materials)................................................. 3,810 991,290
Deutsche Bank AG (Finance)........................................... 22,000 1,032,082
</TABLE>

- ---------------------

48
<PAGE> 50

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
GERMANY (continued)
KSB Kl Schanz Beck (Finance)......................................... 950 $ 154,360
Lufthansa AG (Industrial & Commercial)............................... 3,780 501,805
Schmalbach-Lubeca AG (Materials)..................................... 2,400 350,135
Sudzucker AG (Consumer Staples)...................................... 953 484,308
Veba AG (Utilities).................................................. 22,180 904,805
------------
4,418,785
------------
HONG KONG--1.7%
CITIC Pacific Ltd. (Information & Entertainment)..................... 97,000 305,363
Consolidated Electric Power (Utilities).............................. 257,000 420,309
Dao Heng Bank Group (Finance)........................................ 101,000 372,144
Hong Kong & China Gas Co., Ltd. (Utilities).......................... 79,400 129,854
Hopewell Holdings Ltd. (Real Estate)................................. 647,000 365,955
Hysan Development Co., Ltd. (Real Estate)............................ 50,000 130,254
Johnson Electric Holdings Ltd. (Industrial & Commercial)............. 109,000 225,471
New World Development Co., Ltd. (Real Estate)........................ 32,783 136,898
New World Infrastructure Ltd. (Consumer Discretionary)............... 227 395
Sun Hung Kai Properties Ltd. (Real Estate)........................... 24,000 193,150
Television Broadcasting Ltd. (Information & Entertainment)........... 68,000 256,707
Yizheng Chemical Fibre (Materials)................................... 947,000 231,397
------------
2,767,897
------------
INDIA--0.2%
Bajaj Auto GDR (Consumer Discretionary).............................. 13,400 301,500
------------
INDONESIA--0.7%
Hanjaya Mandala Sampoerna (Healthcare)............................... 60,000 601,708
Indosat (Information Technology)..................................... 123,500 417,796
Perusahaan Persero Part Telekom ADR (Utilities)...................... 6,000 126,000
------------
1,145,504
------------
IRELAND--0.3%
Irish Life PLC (Finance)............................................. 120,066 462,012
------------
ITALY--0.9%
ENI SPA (Energy)..................................................... 106,000 347,993
Rinascente (Consumer Discretionary).................................. 102,000 571,497
SIP (Finance)........................................................ 284,050 386,331
Telecom Italia Mobile SPA nonconvertible (Utilities)................. 92,500 90,234
Telecom Italia Mobile SPA (Utilities)................................ 24,450 39,446
------------
1,435,501
------------
JAPAN--23.2%
Amano Corp. (Industrial & Commercial)................................ 39,000 490,614
Aoki International Co., Ltd. (Consumer Discretionary)................ 3,000 71,057
Asahi Bank (Finance)................................................. 113,000 1,310,467
Asahi Glass Co., Ltd. (Materials).................................... 72,000 792,531
Bank of Tokyo Ltd. (Finance)......................................... 37,000 603,636
Canon, Inc. (Information Technology)................................. 10,000 175,921
Chiba Bank Ltd. (Finance)............................................ 23,000 202,310
Dai Nippon Printing Co., Ltd. (Industrial & Commercial).............. 25,000 437,346
Daifuku Co., Ltd. (Industrial & Commercial).......................... 25,000 304,668
Daito Trust Construction Co. (Industrial & Commercial)............... 4,000 38,880
Daiwa House Industry Co. Ltd. (Industrial & Commercial).............. 14,000 209,140
Daiwa Securities Co., Ltd. (Finance)................................. 14,000 194,005
DDI Corp. (Healthcare)............................................... 208 1,672,177
East Japan Railway (Industrial & Commercial)......................... 135 662,064
Fuji Bank Ltd. (Finance)............................................. 59,000 1,229,287
Fuji Photo Film Co., Ltd. (Materials)................................ 11,000 272,432
</TABLE>

---------------------

49
<PAGE> 51

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
JAPAN (continued)
Furukawa Co., Ltd. (Materials)....................................... 40,000 $ 199,312
Heiwa Corp. (Industrial & Commercial)................................ 23,000 596,757
Hirose Electric Co., Ltd. (Information Technology)................... 3,000 182,506
Hokkaido Takushoku Bank Ltd. (Finance)............................... 75,000 198,280
Honda Motor Co., Ltd. (Consumer Discretionary)....................... 11,000 198,919
House Food Corp. (Consumer Staples).................................. 18,000 318,428
Ito-Yokado Co. (Consumer Discretionary).............................. 7,000 386,634
Japan Securities Finance Co., Ltd. (Finance)......................... 30,000 430,467
Kamigumi Co., Ltd. (Industrial & Commercial)......................... 28,000 255,096
Kandenko Co. (Consumer Discretionary)................................ 24,000 292,482
Kao Corp. (Consumer Staples)......................................... 62,000 761,671
Kirin Brewery Co., Ltd. (Consumer Staples)........................... 35,000 371,499
Kokuyo Co., Ltd. (Industrial & Commercial)........................... 9,000 193,710
Kuraray Co., Ltd. (Materials)........................................ 57,000 582,604
Kyocera Corp. (Information Technology)............................... 4,000 316,462
Long-Term Credit Bank of Japan Ltd. (Finance)........................ 22,000 181,405
Mabuchi Motor Co., Ltd. (Consumer Discretionary)..................... 6,000 371,499
Maeda Corp. (Industrial & Commercial)................................ 9,000 153,907
Marui Co., Ltd. (Consumer Discretionary)............................. 3,000 56,020
Matsushita Electric Industrial Co., Ltd. (Industrial & Commercial)... 58,000 860,737
Matsushita Electric Works Ltd. (Industrial & Commercial)............. 37,000 381,818
Mitsubishi Bank Ltd. (Finance)....................................... 56,000 1,221,818
Mitsubishi Heavy Industrial Ltd. (Industrial & Commercial)........... 47,000 374,614
Mitsubishi Materials Corp. (Materials)............................... 39,000 196,246
Mitsubishi Oil Co., Ltd. (Utilities)................................. 47,000 403,715
Mitsui Marine & Fire Co., Ltd. (Finance)............................. 60,000 403,931
Mitsui Trust & Banking Co. (Finance)................................. 123,000 1,153,238
Mori Seiki Co., Ltd. (Industrial & Commercial)....................... 9,000 178,673
National House Industrial Co., Ltd. (Industrial & Commercial)........ 14,000 227,027
NGK Insulators Ltd. (Industrial & Commercial)........................ 25,000 248,157
NGK Spark Plug Co., Ltd. (Industrial & Commercial)................... 7,000 90,123
Nikko Securities Co., Ltd. (Finance)................................. 39,000 429,287
Nintendo Co., Ltd. (Consumer Discretionary).......................... 5,100 402,988
Nippon Express Co., Ltd. (Industrial & Commercial)................... 35,000 303,735
Nippon Light Metal Co., Ltd. (Materials)............................. 40,000 231,941
Nippon Steel Corp. (Materials)....................................... 112,000 385,258
Nisshin Steel Co., Ltd. (Materials).................................. 94,000 386,162
NKK Corp. (Materials)................................................ 140,000 385,258
Nomura Securities International, Inc. (Finance)...................... 61,000 1,199,017
Ono Pharmaceutical Co., Ltd. (Healthcare)............................ 1,000 35,774
Osaka Gas Co. (Utilities)............................................ 89,000 302,644
Rohm Co. (Information Technology).................................... 15,000 915,479
Sakura Bank Ltd. (Finance)........................................... 113,000 1,221,622
Sankyo Co., Ltd. (Healthcare)........................................ 8,000 178,477
Santen Pharmaceutical Co. (Healthcare)............................... 2,000 44,226
Seven-Eleven Japan Co., Ltd. (Consumer Discretionary)................ 23,000 1,591,351
Shimano, Inc. (Industrial & Commercial).............................. 7,000 122,457
Shimizu Construction Co. (Consumer Discretionary).................... 37,000 378,182
Shiseido Co., Ltd. (Healthcare)...................................... 24,000 254,742
Sony Corp. ADR (Consumer Discretionary).............................. 2,020 108,827
Sumitomo Electric Industries Ltd. (Industrial & Commercial).......... 27,000 315,774
Sumitomo Marine & Fire Insurance Co., Ltd. (Finance)................. 46,000 355,794
Sumitomo Realty & Development Co., Ltd. (Real Estate)................ 52,000 349,052
Sumitomo Rubber Industries Ltd. (Industrial & Commercial)............ 14,000 111,450
Sumitomo Bank (Finance).............................................. 81,000 1,560,295
Taisho Pharmaceutical Co., Ltd. (Healthcare)......................... 19,000 358,526
Takeda Chemical Industries Ltd. (Healthcare)......................... 24,000 358,526
Toagosei Co., Ltd. (Materials)....................................... 21,000 114,752
Tokai Bank Ltd. (Finance)............................................ 47,000 572,776
</TABLE>

- ---------------------

50
<PAGE> 52

---------------------

51
<PAGE> 53

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
SINGAPORE--1.0%
Oversea Chinese Banking Corp. Ltd. (Finance)......................... 39,000 $ 467,281
Overseas Union Bank Ltd. (Finance)................................... 103,000 653,563
Singapore Airlines Ltd. (Industrial & Commercial).................... 13,000 121,659
Singapore Press Holdings Ltd. (Information & Entertainment).......... 26,400 417,384
------------
1,659,887
------------
SPAIN--1.2%
Banco Intercontinental Espanol (Finance)............................. 7,000 663,908
Repsol SA (Energy)................................................... 20,400 643,008
Tabacalera SA (Consumer Staples)..................................... 15,800 593,518
Uralita SA (Materials)............................................... 12,300 124,741
------------
2,025,175
------------
SWEDEN--1.4%
Astra AB (Healthcare)................................................ 32,600 1,215,880
Stora Kopparbergs (Materials)........................................ 43,200 550,255
Tidnings AB Marieberg (Information & Entertainment).................. 21,700 516,391
------------
2,282,526
------------
SWITZERLAND--2.1%
Baloise Holdings (Finance)........................................... 100 202,042
Ciba-Geigy AG (Materials)............................................ 1,200 1,069,842
Forbo Holding SA (Finance)........................................... 1,400 544,279
Nestle SA (Consumer Staples)......................................... 1,030 1,097,907
Winterthur Swiss Insurance Co. (Finance)............................. 812 540,873
------------
3,454,943
------------
TAIWAN--0.2%
Advanced Semiconductor Materials International NV GDR (Information
Technology)+....................................................... 21,100 238,430
China Steel Corp. GDS (Materials).................................... 6,000 95,220
------------
333,650
------------
THAILAND--0.2%
Bangkok Bank (Finance)............................................... 19,000 202,385
Thai Farmers Bank (Finance).......................................... 23,000 204,769
------------
407,154
------------
UNITED KINGDOM--7.9%
Anglian Water PLC (Industrial & Commercial).......................... 13,300 120,335
B.A.T. Industries PLC (Consumer Staples)............................. 131,000 1,117,070
British Airways PLC (Industrial & Commercial)........................ 88,000 619,718
British Land Co. PLC (Real Estate)................................... 76,000 436,895
British Telecommunications PLC (Information Technology).............. 120,000 691,672
BTR PLC (Industrial & Commercial).................................... 135,800 695,424
Enterprise Oil PLC (Energy).......................................... 39,600 215,824
Forte PLC (Information & Entertainment).............................. 84,500 442,422
General Electric Co. (Industrial & Commercial)....................... 136,291 663,511
Grand Metropolitan PLC (Industrial & Commercial)..................... 120,200 813,356
Hepworth PLC (Industrial & Commercial)............................... 117,000 557,953
House Of Fraser PLC (Consumer Discretionary)......................... 62,200 157,119
Marley PLC (Industrial & Commercial)................................. 214,800 369,948
Meyer International PLC (Materials).................................. 13,300 79,409
Mowlem (John) & Co. PLC (Materials).................................. 360,000 319,657
P & O PLC (Industrial & Commercial).................................. 71,354 530,622
Royal Bank of Scotland Group PLC (Finance)........................... 77,800 664,611
Rugby Group PLC (Industrial & Commercial)............................ 309,600 507,153
Sainsbury (J.) PLC (Consumer Discretionary).......................... 69,700 410,282
Smith (W.H.) Group PLC (Consumer Discretionary)...................... 75,000 497,168
Smithkline Beecham PLC (Healthcare).................................. 31,593 335,905
Tate & Lyle, PLC (Consumer Staples).................................. 119,000 828,919
</TABLE>

- ---------------------

52
<PAGE> 54

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
UNITED KINGDOM (continued)
Thorn EMI PLC (Consumer Discretionary)............................... 11,500 $ 274,208
Vodafone Group PLC (Information Technology).......................... 228,500 815,072
Wimpey (George) PLC (Consumer Discretionary)......................... 499,400 1,001,552
------------
13,165,805
------------
UNITED STATES--36.1%
AirTouch Communications, Inc. (Information Technology)+.............. 46,900 1,365,962
Alco Standard Corp. (Materials)...................................... 12,800 556,800
AlliedSignal, Inc. (Industrial & Commercial)......................... 20,000 945,000
Alumax, Inc. (Materials)+............................................ 4,500 149,625
American International Group, Inc. (Finance)......................... 15,900 1,427,025
Applied Materials, Inc. (Industrial & Commercial)+................... 2,200 106,975
AT&T Corp. (Utilities)............................................... 37,400 2,468,400
Atlantic Richfield Co. (Energy)...................................... 13,000 1,408,875
BankAmerica Corp. (Finance).......................................... 13,500 858,938
Boeing Co. (Industrial & Commercial)................................. 12,200 889,075
Campbell Soup Co. (Consumer Staples)................................. 14,400 804,600
Carnival Corp. (Information & Entertainment)......................... 25,500 663,000
Centocor, Inc. (Industrial & Commercial)+............................ 10,000 140,000
Century Telephone Enterprises, Inc. (Utilities)...................... 27,100 846,875
Colgate-Palmolive Co. (Consumer Staples)............................. 13,600 996,200
Columbia/HCA Healthcare Corp. (Healthcare)........................... 29,000 1,497,125
COMPAQ Computer Corp. (Information Technology)+...................... 27,800 1,376,100
Conrail, Inc. (Industrial & Commercial).............................. 2,700 188,663
Cox Communications, Inc. (Information Technology)+................... 23,500 470,000
Dean Witter, Discover & Co. (Finance)................................ 21,200 1,081,200
Disney (Walt) Co. (Information & Entertainment)...................... 10,700 643,338
Eastman Kodak Co. (Materials)........................................ 14,200 965,600
Enron Corp. (Energy)................................................. 15,000 562,500
Federal National Mortgage Association (Finance)...................... 6,200 678,900
Federated Department Stores, Inc. (Consumer Discretionary)+.......... 31,500 917,437
Fifth Third Bancorp (Finance)........................................ 10,000 731,250
First Chicago Corp. (Finance)........................................ 18,200 1,264,900
FPL Group, Inc. (Utilities)+......................................... 37,000 1,604,875
General Electric Co. (Industrial & Commercial)....................... 22,300 1,499,675
General Instrument Corp. (Information Technology)+................... 27,100 694,438
General Motors Corp., Class E (Information Technology)............... 17,600 888,800
Gillette Co. (Consumer Staples)...................................... 17,400 902,625
Goodyear Tire & Rubber Co. (Consumer Discretionary).................. 31,100 1,317,862
Houston Industries, Inc. (Utilities)................................. 34,000 1,555,500
Illinois Central Corp. (Industrial & Commercial)..................... 5,400 218,700
Intel Corp. (Information Technology)................................. 28,200 1,716,675
International Business Machines Corp. (Information Technology)....... 10,800 1,043,550
ITT Corp. (Finance).................................................. 4,000 490,500
Lilly (Eli) & Co. (Healthcare)....................................... 16,900 1,681,550
Lowe's Cos., Inc. (Consumer Discretionary)........................... 30,100 948,150
May Department Stores Co. (Consumer Discretionary)................... 16,340 712,833
MBNA Corp. (Finance)................................................. 15,200 613,700
McDonald's Corp. (Consumer Staples).................................. 19,400 865,725
Merrill Lynch & Co., Inc. (Finance).................................. 16,160 898,900
Morton International, Inc. (Materials)............................... 19,000 657,875
Motorola, Inc. (Information Technology).............................. 6,900 422,625
National Semiconductor Corp. (Information Technology)+............... 41,100 878,512
NationsBank Corp. (Finance).......................................... 16,340 1,166,267
Pep Boys-Manny, Moe & Jack (Consumer Discretionary).................. 1,300 34,450
PepsiCo, Inc. (Consumer Staples)..................................... 33,000 1,823,250
Philip Morris Cos., Inc. (Consumer Staples).......................... 21,700 1,904,175
PMI Group, Inc. (Finance)............................................ 11,000 522,500
Republic New York Corp. (Finance).................................... 8,500 535,500
</TABLE>

---------------------

53
<PAGE> 55
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
UNITED STATES (continued)
Rohm & Haas Co. (Materials).......................................... 18,530 $ 1,116,432
Schering-Plough Corp. (Healthcare)................................... 26,200 1,503,225
Transport Holdings, Inc. (Finance)................................... 100 3,925
Travelers, Inc. (Finance)............................................ 31,500 1,874,250
U.S. HealthCare, Inc. (Healthcare)................................... 30,000 1,365,000
Union Carbide Corp. (Materials)...................................... 29,900 1,184,787
United Healthcare Corp. (Healthcare)................................. 7,900 496,713
Value Health, Inc. (Healthcare)+..................................... 14,700 369,338
Wendy's International, Inc. (Consumer Staples)....................... 44,400 915,750
Western Atlas, Inc. (Energy)+........................................ 11,300 540,988
WMX Technologies, Inc. (Industrial & Commercial)..................... 31,400 926,300
------------
59,900,283
------------
TOTAL COMMON STOCK (cost $145,786,621)............................... 157,038,603
------------

PREFERRED STOCK--0.9%
----------------------------------------------------------------------------------------------------
BRAZIL--0.3%
Dixie Toga SA (Industrial & Commercial).............................. 139,000 109,347
Klabin Fabricadora (Materials)....................................... 265,625 255,699
Sider Riograndense (Materials)....................................... 7,000,000 115,930
------------
480,976
------------
GERMANY--0.6%
Henkel KGAA (Consumer Staples)....................................... 1,860 697,034
KSB Kl Schanz Beck (Finance)......................................... 2,270 233,074
------------
930,108
------------
TOTAL PREFERRED STOCK (cost $1,672,720).............................. 1,411,084
------------
RIGHTS--0.0%+
----------------------------------------------------------------------------------------------------
BRAZIL--0.0%
Dixie Toga SA (Industrial & Commercial) (1) (cost $0)................ 16,623 0
------------
WARRANTS--0.0%+
----------------------------------------------------------------------------------------------------
MALAYSIA--0.0%
Development & Commercial Bank Bhd (Finance).......................... 32,000 29,263
Ta Enterprises Bhd (Utilities)....................................... 50,000 34,292
------------
TOTAL WARRANTS (cost $5,070)......................................... 63,555
------------
TOTAL INVESTMENT SECURITIES (cost $147,464,411)...................... 158,513,242
------------

PRINCIPAL
SHORT-TERM SECURITIES--6.2% AMOUNT
----------------------------------------------------------------------------------------------------
TIME DEPOSIT--6.2%
Cayman Island Time Deposit with State Street Bank & Trust Co.
5.50% due 12/01/95 (cost $10,230,000).............................. $10,230,000 10,230,000
-------------
TOTAL INVESTMENTS--
(cost $157,694,411) 101.8% 168,743,242
Liabilities in excess of other assets-- (1.8) (2,991,545)
------ -------------
NET ASSETS-- 100.0% $165,751,697
====== =============
</TABLE>

-----------------------------

+ Non-income producing securities

(1) Fair valued security; see Note 2

ADR--American Depositary Receipt

GDR--Global Depositary Receipt

GDS--Global Depositary Shares

- ---------------------
54
<PAGE> 56
<TABLE>
<CAPTION>
OPEN FORWARD FOREIGN CURRENCY CONTRACTS
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONTRACT IN DELIVERY GROSS UNREALIZED
TO DELIVER EXCHANGE FOR DATE APPRECIATION

------------------------------------------------------------------------
DEM 3,000,000 USD 2,126,604 01/31/96 $ 45,720
*GBP 900,000 USD 1,415,700 12/29/95 37,868
JPY 250,000,000 USD 2,520,415 01/31/96 39,937
----------------
123,525
----------------

GROSS UNREALIZED
DEPRECIATION
------------------------------------------------------------------------
JPY 125,000,000 USD 1,229,770 01/31/96 $ (10,469)
JPY 160,000,000 USD 1,565,926 01/31/96 (21,581)
JPY 125,000,000 USD 1,219,631 01/31/96 (20,608)
*USD 1,427,670 GBP 900,000 12/29/95 (49,838)
----------------
(102,496)
----------------
Net Unrealized Appreciation................ $ 21,029
==============
</TABLE>

-----------------------------

* Represents open forward foreign currency contracts and
offsetting open forward foreign currency contracts that do not
have additional market risk but have continued counterparty
settlement risk.

DEM--Deutsche Mark

GBP--Pound Sterling

JPY--Japanese Yen

USD--United States Dollar

See Notes to Financial Statements

---------------------

55
<PAGE> 57

- ---------------------

SUNAMERICA SERIES TRUST
INTERNATIONAL DIVERSIFIED
EQUITIES PORTFOLIO INVESTMENT PORTFOLIO -- NOVEMBER 30, 1995
<TABLE>
<CAPTION>
COMMON STOCK--90.3% SHARES VALUE
--------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
AUSTRALIA--1.9%
Amcor Ltd. (Materials)............................................... 6,000 $ 43,640
Boral Ltd. (Industrial & Commercial)................................. 11,000 26,043
Brambles Industries. Ltd. (Industrial & Commercial).................. 1,700 18,547
Broken Hill Proprietary Co. (Energy)................................. 13,937 189,495
Coca-Cola Amatil Ltd. (Consumer Staples)............................. 3,529 28,548
Cochlear Ltd. (Information Technology)(1)............................ 7,800 14,472
Coles Myer Ltd. (Consumer Discretionary)............................. 10,544 33,962
CRA Ltd. (Materials)................................................. 4,400 69,687
CSR Ltd. (Industrial & Commercial)................................... 7,800 24,950
Fosters Brewing Group (Consumer Staples)............................. 13,800 22,635
General Property Trust (Real Estate)................................. 6,220 10,710
Goodman Fielder Ltd. (Consumer Staples).............................. 14,000 14,027
ICI Australia Ltd. (Materials)....................................... 2,500 18,461
Lend Lease Corp. Ltd. (Real Estate).................................. 1,814 25,095
M.I.M. Holdings Ltd. (Materials)..................................... 11,067 15,031
National Australia Bank Ltd. (Finance)............................... 10,369 90,346
Newcrest Mining Ltd. (Materials)..................................... 2,380 10,722
News Corp. Ltd. (Information & Entertainment)........................ 15,697 82,248
North Ltd. (Materials)............................................... 5,827 16,347
Pacific Dunlop Ltd. (Industrial & Commercial)........................ 7,800 18,640
Renison Goldfields Consolidated Ltd. (Materials)..................... 473 1,176
Renison Goldfields Consolidated Ltd. nonconvertible (Materials)...... 2,060 9,479
Santos Ltd. (Energy)................................................. 5,200 13,739
Southcorp Holdings Ltd. (Industrial & Commercial).................... 4,600 10,208
TNT Ltd. (Industrial & Commercial)................................... 4,600 6,418
Western Mining Corp. Holdings Ltd. (Materials)....................... 7,600 50,934
Westfield Trust (Finance)............................................ 320 556
Westfield Trust (Real Estate)........................................ 7,300 12,732
Westpac Banking Corp. (Finance)...................................... 13,500 55,908
-----------
934,756
-----------
BELGIUM--1.9%
Bekaert SA (Industrial & Commercial)................................. 30 23,058
Cimenteries CBR Cementbedrijven (Industrial & Commercial)............ 75 29,389
Delhaize Freres & Cie Le Lion (Consumer Discretionary)............... 1,000 41,776
Electrabel (Utilities)............................................... 850 193,559
Fortis AG (Finance).................................................. 600 69,626
Fortis AG (Finance).................................................. 19 2,205
Generale de Banque Belge Pour l'Etranger SA (Finance)................ 265 89,136
Groupe Bruxelles Lambert SA (Industrial & Commercial)................ 400 52,069
Kredietbank SA (Finance)............................................. 250 63,908
Petrofina SA (Energy)................................................ 400 118,533
Royale Belge SA (Finance)............................................ 250 45,913
Solvay SA (Materials)................................................ 175 90,208
Tractebel Investor International (Industrial & Commercial)........... 225 84,763
Union Miniere SA (Energy)............................................ 450 27,851
-----------
931,994
-----------
FRANCE--4.8%
Accor SA (Information & Entertainment)............................... 400 48,572
Air Liquide (L') (Materials)......................................... 550 88,498
Alcatel Alsthom (Information Technology)............................. 1,550 129,143
</TABLE>

- ---------------------

56
<PAGE> 58

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
FRANCE (continued)
AXA SA (Finance)..................................................... 1,350 $ 80,776
Banque Nationale de Paris (Finance).................................. 1,700 75,283
Carrefour (Consumer Discretionary)................................... 230 126,925
Cie de St. Gobain (Materials)........................................ 950 109,648
Cie de Suez (Finance)................................................ 1,400 52,488
Cie Financiere de Paribas (Finance).................................. 1,050 58,302
Cie Generale des Eaux (Industrial & Commercial)...................... 1,000 97,305
Compagnie Bancaire SA (Finance)...................................... 400 43,523
Compagnie UAP SA (Finance)........................................... 2,500 64,723
Groupe Danone (Consumer Staples)..................................... 850 133,023
Havas SA (Industrial & Commercial)................................... 600 44,124
L' Oreal (Consumer Staples).......................................... 700 173,369
Lafarge SA (Materials)............................................... 1,050 66,697
LVMH Moet Hennessy Louis Vuitton (Consumer Staples).................. 850 161,807
Lyonnaise des Eaux SA (Multi-industry)............................... 700 67,047
Michelin SA, Class B (Consumer Discretionary)........................ 1,350 54,860
Peugeot SA (Consumer Discretionary).................................. 450 58,161
Pinault Printemps Redoute (Consumer Discretionary)................... 250 47,089
Promodes (Consumer Discretionary).................................... 200 44,204
Rhone Poulenc SA (Materials)......................................... 2,900 62,062
Sagem (Industrial & Commercial)...................................... 40 21,361
Schneider SA (Industrial & Commercial)............................... 1,250 45,987
Sefimeg (Real Estate)................................................ 350 24,196
Societe Generale (Finance)........................................... 750 87,617
Societe Nationale Elf Aquitaine (Energy)............................. 2,200 154,117
Thomson CSF (Industrial & Commercial)................................ 1,200 26,330
Total SA (Energy).................................................... 1,950 119,958
-----------
2,367,195
-----------
GERMANY--5.1%
Allianz AG Holding (Finance)......................................... 204 393,951
AMB Aachener Und Muenchner (Finance)................................. 50 32,670
Asko Deutsche Kaushaus AG (Consumer Discretionary)................... 50 23,335
BASF AG (Materials).................................................. 500 109,590
Bayer AG (Materials)................................................. 550 143,100
Bayerische Hypotheken Und Bank AG (Finance).......................... 2,050 50,743
Bayerische Vereinsbank AG (Finance).................................. 2,000 57,734
Bilfinger & Berger Bau AG (Consumer Discretionary)................... 50 19,429
Daimler-Benz AG (Consumer Discretionary)............................. 350 172,181
Deutsche Bank AG (Finance)........................................... 3,500 164,195
Dresdner Bank AG (Finance)........................................... 3,300 88,415
Hochtief AG (Consumer Discretionary)................................. 100 44,942
Karstadt AG (Consumer Discretionary)................................. 100 39,480
Kaufhof Holding AG (Consumer Discretionary).......................... 50 15,142
Linde AG (Industrial & Commercial)................................... 50 29,316
Lufthansa AG (Industrial & Commercial)............................... 300 39,826
Man AG (Industrial & Commercial)..................................... 100 28,245
Mannesmann AG (Industrial & Commercial).............................. 300 96,598
Merck Kgaa (Healthcare).............................................. 1,200 49,177
Munchener Ruckversicherungs (Finance)................................ 50 92,063
Preussag AG (Multi-industry)......................................... 150 43,165
RWE AG (Utilities)................................................... 250 90,835
SAP AG (Materials)................................................... 475 75,866
Schering AG (Consumer Staples)....................................... 550 37,363
Siemens AG (Industrial & Commercial)................................. 400 208,947
Thyssen AG (Materials)............................................... 250 46,221
Veba AG (Utilities).................................................. 3,700 150,937
</TABLE>

---------------------

57
<PAGE> 59

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
GERMANY (continued)
Viag AG (Multi-industry)............................................. 150 $ 59,816
Volkswagen AG (Consumer Discretionary)............................... 250 81,069
-----------
2,484,351
-----------
HONG KONG--8.2%
Applied International Holdings Ltd. (Information & Entertainment).... 42,000 4,561
Bank of East Asia Ltd. (Finance)..................................... 21,390 77,431
Cathay Pacific Airways Ltd. (Industrial & Commercial)................ 82,000 122,445
Cheung Kong Holdings Ltd. (Real Estate).............................. 58,000 329,933
China Light & Power Co., Ltd. (Utilities)............................ 49,500 232,944
Chinese Estates Ltd. (Real Estate)................................... 52,000 34,959
Hang Seng Bank Ltd. (Finance)........................................ 51,800 452,042
Hong Kong & China Gas Co., Ltd. (Utilities).......................... 46,600 76,212
Hong Kong Telecommunications, Ltd. (Information Technology).......... 304,000 516,826
Hongkong & Shanghai Hotels Ltd. (Information & Entertainment)........ 49,000 61,766
Hopewell Holdings Ltd. (Real Estate)................................. 120,000 67,874
Hutchison Whampoa Ltd. (Multi-industry).............................. 96,000 542,373
Hysan Development Co., Ltd. (Real Estate)............................ 25,000 65,127
Johnson Electric Holdings Ltd. (Industrial & Commercial)............. 12,000 24,823
Miramar Hotel & Investment Co., Ltd. (Information & Entertainment)... 19,000 37,460
New World Development Co., Ltd. (Real Estate)........................ 45,106 188,357
Shun Tak Holdings Ltd. (Industrial & Commercial)..................... 50,000 33,937
South China Morning Post (Holdings) Ltd. (Information &
Entertainment)..................................................... 92,000 55,010
Sun Hung Kai Properties Ltd. (Real Estate)........................... 60,000 482,876
Swire Pacific Ltd. (Multi-industry).................................. 48,000 363,030
Wharf Holdings Ltd. (Real Estate).................................... 59,000 197,178
Wing Lung Bank Ltd. (Finance)........................................ 4,240 24,119
-----------
3,991,283
-----------
INDONESIA--2.7%
Bank Dagang Nasional (Finance)....................................... 77,875 64,796
Barito Pacific Timber (Materials).................................... 251,000 184,114
Gadjah Tunggal (Consumer Discretionary).............................. 143,000 81,410
Hanjaya Mandala Sampoerna (Consumer Staples)......................... 80,500 807,291
Jakarta International Hotel & Development (Industrial &
Commercial)........................................................ 69,500 82,177
Matahari Putra Prima (Consumer Discretionary)........................ 30,750 56,895
Pan Brothers Textiles (Consumer Discretionary)....................... 5,000 1,588
Sinar Mas Agro Resources Corp. (Multi-industry)...................... 37,500 22,170
United Tractors (Industrial & Commercial)............................ 25,500 46,343
-----------
1,346,784
-----------
ITALY--2.3%
Acciaierie & Ferriere Lombarde (Materials)........................... 1,000 1,963
Assicurazione Generali SpA (Finance)................................. 9,000 205,138
Banca Commerciale Italiana SpA (Finance)............................. 19,000 36,119
Banco Ambrosiano Veneto SpA (Finance)................................ 7,000 17,290
Benetton Group SpA (Consumer Discretionary).......................... 2,000 23,043
Credito Italiano SpA (Finance)....................................... 25,000 25,748
Edison SpA (Utilities)............................................... 7,000 27,971
Fiat SpA (Consumer Discretionary).................................... 35,000 105,711
Fiat SpA nonconvertible (Consumer Discretionary)..................... 9,000 14,942
Finanziaria di Sviluppo SpA (Multi-industry)......................... 5,000 8,270
Gilardini SpA (Industrial & Commercial).............................. 5,000 6,175
Istituto Bancario San Paolotorno (Finance)........................... 9,000 48,963
Istituto Mobiliare Italiano (Finance)................................ 6,700 38,021
Istituto Nazionale Delle Asazioni SpA (Finance)...................... 44,500 53,428
Italcementi Fabbriche SpA (Materials)................................ 3,500 18,844
Italgas-Societa Itailiana per il Gas SpA (Utilities)................. 8,000 20,511
</TABLE>

- ---------------------

58
<PAGE> 60

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
ITALY (continued)
La Rinascente Per L'Eserciz Grandi Magazzini SpA (Consumer
Discretionary)..................................................... 3,000 $ 16,809
Mediobanca Banca di Creditonziar (Finance)........................... 6,000 38,082
Montedison SpA (Multi-industry)...................................... 60,000 37,219
Montedison SpA nonconvertible (Multi-industry)....................... 10,000 5,403
Olivetti ING C, & Co. (Information Technology)....................... 20,000 13,257
Pirelli SpA (Consumer Discretionary)................................. 20,000 24,325
R.A.S (Finance)...................................................... 50 262
Riunione Adriatica de Sicur (Finance)................................ 3,250 33,279
S.A.I Societa Assicuratrice Industriale SpA (Finance)................ 2,000 19,072
Sirti SpA (Consumer Discretionary)................................... 2,500 14,476
SME STA Meridionale Finanzi SpA (Consumer Discretionary)............. 4,457 9,783
SNIA BPD SpA (Multi-industry)........................................ 10,000 7,817
Telecom Italia Mobile SPA (Information Technology)................... 75,200 121,323
Telecom Italia SpA nonconvertible (Information Technology)........... 15,000 16,555
Telecom Italia SpA (Information Technology).......................... 75,000 102,006
-----------
1,111,805
-----------
JAPAN--33.3%
Ajinomoto Co., Inc. (Consumer Staples)............................... 17,000 183,784
Aoyama Trading Co. Ltd. (Consumer Discretionary)..................... 1,000 28,796
Asahi Bank Ltd. (Finance)............................................ 15,000 173,956
Asahi Chemical Industry Co., Inc. (Materials)........................ 42,000 313,710
Asahi Glass Co. Ltd. (Materials)..................................... 17,000 187,125
Bank of Tokyo Ltd. (Finance)......................................... 17,000 277,346
Bank of Yokohama Ltd. (Finance)...................................... 12,000 89,042
Bridgestone Corp. (Industrial & Commercial).......................... 11,000 162,162
Dai Nippon Printing Co. Ltd. (Industrial & Commercial)............... 17,000 297,396
Dai-Ichi Kangyo Bank Ltd. (Finance).................................. 28,000 522,850
Daiei, Inc. (Consumer Discretionary)................................. 7,000 80,491
Daishowa Paper Manufacturing Co. Ltd. (Materials).................... 3,000 24,472
Daiwa House Industry Co. Ltd. (Consumer Discretionary)............... 9,000 134,447
Daiwa Securities Co. Ltd. (Finance).................................. 13,000 180,147
Ebara Corp. (Industrial & Commercial)................................ 4,000 56,609
Fanuc Ltd. (Information Technology).................................. 3,900 165,966
Fuji Bank Ltd. (Finance)............................................. 26,000 541,720
Fuji Photo Film Co. Ltd. (Consumer Staples).......................... 10,000 247,666
Fujitsu Ltd. (Information Technology)................................ 19,000 224,079
Hitachi Ltd. (Information Technology)................................ 17,000 172,089
Honda Motor Co. Ltd. (Consumer Discretionary)........................ 12,000 217,003
Industrial Bank of Japan Ltd. (Finance).............................. 22,000 631,351
Japan Airlines Co. Ltd. (Information & Entertainment)................ 17,000 108,767
Japan Energy Corp. (Energy).......................................... 13,000 40,246
Jusco Co. Ltd. (Consumer Discretionary).............................. 5,000 119,902
Kajima Corp. (Consumer Discretionary)................................ 12,000 117,464
Kansai Electric Power Co., Inc. (Utilities).......................... 12,635 299,266
KAO Corp. (Consumer Staples)......................................... 17,000 208,845
Kawasaki Steel Corp. (Materials)..................................... 38,000 134,821
Kirin Brewery Co. Ltd. (Consumer Staples)............................ 17,000 180,442
Kobe Steel Ltd. (Materials).......................................... 47,000 134,418
Kubota Ltd. (Industrial & Commercial)................................ 34,000 223,548
Kumagai Gumi Co. Ltd. (Consumer Discretionary)....................... 8,000 31,607
Kyocera Corp. (Information Technology)............................... 3,000 237,346
Marubeni Corp. (Consumer Discretionary).............................. 43,000 228,206
Marui Co. Ltd. (Consumer Discretionary).............................. 6,000 112,039
Matsushita Electric Industrial Co. Ltd. (Consumer Discretionary)..... 18,000 267,125
Mitsubishi Corp. (Consumer Discretionary)............................ 21,000 251,794
Mitsubishi Electric Corp. (Information Technology)................... 23,000 170,889
Mitsubishi Estate Co. Ltd. (Real Estate)............................. 16,000 180,835
</TABLE>

---------------------

59
<PAGE> 61

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
JAPAN (continued)
Mitsubishi Heavy Industrial Ltd. (Industrial & Commercial)........... 52,000 $ 414,467
Mitsubishi Trust & Banking Corp (Finance)............................ 12,000 183,980
Mitsui Fudosan Co. Ltd. (Real Estate)................................ 11,000 136,216
Mitsui Trust & Banking Co. Ltd. (Finance)............................ 14,000 131,263
Mitsukoshi Ltd. (Consumer Discretionary)............................. 7,000 61,779
Mochida Pharmaceutical Co. Ltd. (Healthcare)......................... 1,000 13,268
NEC Corp. (Information Technology)................................... 14,000 178,870
Nippon Express Co. Ltd. (Industrial & Commercial).................... 17,000 147,528
Nippon Oil Co. Ltd. (Energy)......................................... 26,000 143,096
Nippon Steel Corp. (Materials)....................................... 51,000 175,430
Nippondenso Co. Ltd. (Industrial & Commercial)....................... 12,000 221,720
Nissan Motor Co. Ltd. (Consumer Discretionary)....................... 24,000 176,668
NKK Corp. (Materials)................................................ 54,000 148,600
Nomura Securities International, Inc. (Finance)...................... 17,000 334,152
Odakyu Electric Railway Co. Ltd. (Industrial & Commercial)........... 31,000 219,361
Pioneer Electronic Corp. (Consumer Staples).......................... 3,000 52,187
Sakura Bank Ltd. (Finance)........................................... 29,000 313,514
Sankyo Co. Ltd. (Healthcare)......................................... 5,000 111,548
Sanyo Electric Co. Ltd. (Consumer Staples)........................... 25,000 130,221
Sega Enterprises Ltd. (Consumer Discretionary)....................... 1,300 70,270
Sekisui Chemical Co. Ltd. (Materials)................................ 7,000 90,123
Sekisui House Ltd. (Consumer Discretionary).......................... 9,000 105,258
Seven-Eleven Japan Co. Ltd. (Consumer Discretionary)................. 4,000 276,757
Sharp Corp. (Consumer Staples)....................................... 7,000 99,066
Shimizu Construction Co. (Consumer Discretionary).................... 9,000 91,990
Shiseido Co. Ltd. (Healthcare)....................................... 5,000 53,071
Sony Corp. (Consumer Discretionary).................................. 4,000 212,285
Sumitomo Chemical Co. Ltd. (Materials)............................... 26,000 129,297
Sumitomo Corp. (Consumer Discretionary).............................. 13,000 129,042
Sumitomo Metal Industrial (Materials)................................ 40,000 121,474
Sumitomo Metal Mining Co. Ltd. (Materials)........................... 7,000 61,160
Sumitomo Trust & Banking Co. Ltd. (Finance).......................... 29,000 558,624
Taisei Corp. (Consumer Discretionary)................................ 29,000 189,248
Taisho Pharmaceutical Co. Ltd. (Healthcare).......................... 5,000 94,349
Takeda Chemical Industries Ltd. (Healthcare)......................... 17,000 253,956
Tobu Railway Co. Ltd. (Industrial & Commercial)...................... 10,000 59,263
Tokai Bank Ltd. (Finance)............................................ 23,000 280,295
Tokio Marine & Fire Insurance Co. Ltd. (Finance)..................... 17,000 193,808
Tokyo Electric Power Co., Inc. (Utilities)........................... 15,173 393,678
Tokyo Gas Co. Ltd. (Utilities)....................................... 34,000 119,961
Tokyu Corp. (Industrial & Commercial)................................ 14,000 97,278
Toray Industries, Inc. (Materials)................................... 20,000 130,123
Tostem Corp. (Materials)............................................. 4,000 121,867
Toto Ltd. (Materials)................................................ 5,000 67,813
Toyo Seikan Kaisha Ltd. (Materials).................................. 3,000 91,106
Toyota Motor Corp. (Consumer Discretionary).......................... 35,000 691,401
Yamaichi Securities Co. (Finance).................................... 14,000 88,609
Yamanouchi Pharmaceutical Co. Ltd. (Healthcare)...................... 5,000 107,617
Yasuda Trust & Banking Co. Ltd. (Finance)............................ 14,000 67,420
-----------
16,299,844
-----------
MALAYSIA--1.7%
AMMB Holdings Bhd (Finance).......................................... 2,000 20,694
Amsteel Corp. (Materials)............................................ 11,000 7,458
Amsteel Corp. Bhd (Materials)........................................ 5,000 3,390
Aokam Perdana Bhd (Materials)........................................ 2,000 2,933
Berjaya Group Bhd (Multi-industry)................................... 7,000 4,249
Development & Commercial Bank Holdings Bhd (Finance)................. 9,000 23,768
Edaran Otomobil Nasional Bhd (Consumer Discretionary)................ 2,000 14,348
</TABLE>

- ---------------------
60
<PAGE> 62

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
MALAYSIA (continued)
Golden Hope Plantations Bhd (Materials).............................. 12,000 $ 19,204
Guinness Anchor Bhd (Consumer Staples)............................... 4,000 6,937
Highlands & Lowlands Bhd (Materials)................................. 5,000 7,174
Hong Leong Properties Bhd (Real Estate).............................. 10,000 10,367
Hume Industries (Materials).......................................... 3,000 13,480
Idris Hydraulic (Finance)............................................ 6,000 7,142
Kuala Lumpur Kepong (Materials)...................................... 4,000 11,510
Land & General Bhd (Materials)....................................... 4,000 7,962
Landmarks Bhd (Information & Entertainment).......................... 4,000 4,982
Leader Universal Holdings Bhd (Industrial & Commercial).............. 4,000 10,642
Magnum Corp. Bhd (Information & Entertainment)....................... 8,000 15,388
Malayan Banking Bhd (Finance)........................................ 10,000 79,227
Malayan Cement Bhd (Materials)....................................... 3,000 5,298
Malayan United Industries Bhd (Multi-industry)....................... 6,000 4,564
Malaysia Mining Corp. Bhd (Materials)................................ 6,000 7,899
Malaysian Airlines System (Industrial & Commercial).................. 6,000 17,619
Malaysian International Shipping Corp. (Industrial & Commercial)..... 9,000 21,994
Malaysian Resources Corp. Bhd (Real Estate).......................... 6,000 7,615
Metroplex Bhd (Real Estate).......................................... 9,000 6,918
Mulpha International Bhd (Multi-industry)............................ 7,000 7,312
Multi Purpose Holding (Multi-industry)............................... 7,000 10,099
Nestle Bhd (Consumer Staples)........................................ 1,000 7,016
Oriental Holdings Bhd (Consumer Discretionary)....................... 2,000 9,381
Perlis Plantations Bhd (Materials)................................... 3,000 9,223
Perusahaan Otomobil Nasiona (Consumer Discretionary)................. 5,000 16,851
Public Bank Bhd (Finance)............................................ 10,000 18,605
Rashid Hussain Bhd (Finance)......................................... 4,000 9,933
Resorts World Bhd (Information & Entertainment)...................... 10,000 48,877
Rothmans of Pall Mall (Consumer Staples)............................. 2,000 15,294
Shell Refining Co. of Malaysia (Energy).............................. 3,000 9,105
Sime Darby Bhd (Multi-industry)...................................... 18,000 46,472
Tan Chong Motor Holdings Bhd (Consumer Discretionary)................ 8,000 8,041
Technology Resources Industries Bhd (Information Technology)......... 6,000 16,791
Telekom Malaysia Bhd (Information Technology)........................ 16,000 119,196
Tenaga Nasional Bhd (Utilities)...................................... 26,100 97,734
UMW Holdings Bhd (Industrial & Commercial)........................... 3,000 7,036
United Engineers Bhd (Industrial & Commercial)....................... 5,000 31,139
YTL Corp. Bhd (Consumer Discretionary)............................... 3,000 16,555
-----------
847,422
-----------
NETHERLANDS--4.2%
ABN AMRO Holdings NV (Finance)....................................... 3,300 146,934
Akzo NV (Materials).................................................. 875 98,885
Elsevier NV (Consumer Discretionary)................................. 11,600 158,315
Heineken NV (Consumer Staples)....................................... 400 70,104
Internationale Nederlanden Groep NV CVA (Finance).................... 2,900 189,835
KLM Royal Dutch Air (Industrial & Commercial)........................ 950 32,619
Koninklijke Ahold NV (Consumer Discretionary)........................ 1,200 31,643
Koninklijke KNP BT (Materials)....................................... 1,244 49,244
Koninlijke PTT Nederland NV (Information Technology)................. 5,328 189,851
Philips Electronics NV (Consumer Staples)............................ 3,700 145,551
Royal Dutch Petroleum Co. (Energy)................................... 5,600 720,361
Unilever NV CVA (Consumer Staples)................................... 1,650 218,057
-----------
2,051,399
-----------
NORWAY--1.8%
Aker AS (Multi-industry)............................................. 1,700 21,220
Bergesen D Y AS (Industrial & Commercial)............................ 2,200 45,250
Dyno Industrier AS (Materials)....................................... 1,000 22,138
Elkem AS (Materials)................................................. 2,100 23,905
</TABLE>

---------------------

61
<PAGE> 63

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
NORWAY (continued)
Hafslund Nycomed AS (Healthcare)..................................... 3,750 $ 98,917
Helikopter Service AS (Industrial & Commercial)...................... 750 8,537
Kvaerner Industrier AS (Industrial & Commercial)..................... 1,600 52,755
Leif Hoegh & Co. AS (Industrial & Commercial)........................ 1,300 18,983
Norsk Hydro AS (Energy).............................................. 9,000 366,698
Norske Skogindystrier AS (Materials)................................. 1,100 32,470
Orkla-Borregaard AS (Multi-industry)................................. 1,750 89,300
Petroleum Geo Services AS (Energy)................................... 1,000 19,548
Transocean AS (Energy)............................................... 1,450 25,043
Unistorabrand AS (Consumer Discretionary)............................ 10,800 58,672
Unitor AS (Industrial & Commercial).................................. 800 10,425
Vard AS (Information & Entertainment)................................ 3,000 2,591
-----------
896,452
-----------
PORTUGAL--0.3%
Banco Portugues do Atlantico SA (Finance)............................ 8,700 131,131
Companhia de Seguros Imperio (Finance)............................... 2,050 12,441
-----------
143,572
-----------
SINGAPORE--3.5%
Amcol Holdings Ltd. (Consumer Staples)............................... 9,000 21,822
City Developments Ltd. (Real Estate)................................. 24,000 165,048
Cycle & Carriage Ltd. (Consumer Discretionary)....................... 7,000 61,538
DBS Land Ltd. (Real Estate).......................................... 29,000 90,053
Development Bank of Singapore (Finance).............................. 12,000 140,376
First Capital Corp. Ltd. (Real Estate)............................... 8,000 21,553
Fraser & Neave Ltd. (Consumer Staples)............................... 8,000 95,285
Inchcape Bhd (Multi-industry)........................................ 6,000 18,291
Keppel Corp. Ltd. (Industrial & Commercial).......................... 19,000 156,257
NatSteel Ltd. (Materials)............................................ 9,000 18,504
Neptune Orient Lines Ltd. (Industrial & Commercial).................. 27,000 28,330
Overseas Chinese Banking Corp. Ltd. (Finance)........................ 17,000 203,687
Overseas Union Enterprise Ltd. (Information & Entertainment)......... 6,000 28,713
Robinson & Co., Ltd. (Consumer Discretionary)........................ 2,000 8,295
Shangri-La Hotel Ltd. (Information & Entertainment).................. 5,000 16,944
Singapore Airlines Ltd. (Information & Entertainment)................ 25,000 233,960
Singapore Press Holdings Ltd. (Information & Entertainment).......... 5,800 91,698
Straits Steamship Land Ltd. (Multi-industry)......................... 19,000 60,078
Straits Trading Co., Ltd. (Materials)................................ 13,000 29,309
United Industrial Corp. (Multi-industry)............................. 59,000 51,032
United Overseas Bank Ltd. (Finance).................................. 18,000 162,070
-----------
1,702,843
-----------
SPAIN--3.4%
Acerinox SA (Materials).............................................. 250 25,050
Acerinox SA (Materials).............................................. 12 1,202
Autopistas Concesionaria Espana SA (Industrial & Commercial)......... 4,200 46,343
Banco Bilbao Vizcaya SA (Finance).................................... 4,700 155,008
Banco Central Hispanoamericano SA (Finance).......................... 3,300 67,604
Banco de Santander SA (Finance)...................................... 1,100 51,316
Corporacion Bancaria de Espana (Argentaria) (Finance)................ 2,500 97,866
Corporacion Financiera Alba (Multi-industry)......................... 500 28,193
Corporacion Mapfre SA (Finance)...................................... 600 33,784
Empresa Nacional Celulos SA (Materials).............................. 450 7,685
Empresa Nacional de Electricidad SA (Utilities)...................... 5,000 268,549
Fomento Construcciones Y Contratas SA (Consumer Discretionary)....... 400 30,376
Gas Natural SDG SA (Utilities)....................................... 750 106,486
Iberdrola SA (Utilities)............................................. 17,800 150,193
Inmobiliaria Metropolitana Vasco Central SA (Real Estate)............ 550 18,028
Mapfre Vida SA (Finance)............................................. 13 733
</TABLE>

- ---------------------

62
<PAGE> 64

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
SPAIN (continued)
Portland Valderrivas SA (Materials).................................. 225 $ 14,093
Repsol SA (Energy)................................................... 6,100 192,272
Tabacalera SA (Consumer Staples)..................................... 850 31,930
Telefonica de Espana SA (Information Technology)..................... 18,800 259,300
Union Electrica-Fenosa SA (Utilities)................................ 6,400 34,686
Viscofan Industria Navarra (Materials)............................... 700 7,298
Zardoya Otis SA (Industrial & Commercial)............................ 200 20,770
-----------
1,648,765
-----------
SWITZERLAND--3.2%
Alusuisse-Lonza Holdings (Materials)................................. 25 20,268
BBC Brown Boveri Ltd. (Information Technology)....................... 50 57,422
Ciba-Geigy AG BR (Materials)......................................... 20 17,746
Ciba-Geigy AG (Materials)............................................ 130 115,900
CS Holding (Finance)................................................. 1,000 94,853
Fischer (Georg) AG (Consumer Staples)................................ 10 13,356
Gebrueder Sulzer AG (Industrial & Commercial)........................ 24 13,271
Holderbank Financiere Glarus (Finance)............................... 42 31,299
Nestle SA (Consumer Staples)......................................... 220 234,504
Roche Holding (Mortgage-related Securities).......................... 38 287,061
Roche Holding AG (Mortgage-related Securities)....................... 10 130,157
Sandoz Ltd. (Mortgage-related Securities)............................ 200 170,821
SGS Societe Generale de Surance Holding SA (Materials)............... 12 22,561
SMH Schweizerische Ges Fueroelektronik & Uhrenindustri (Information &
Entertainment)..................................................... 24 14,067
Swiss Bank Corp. BR (Finance)........................................ 150 59,719
Swiss Bank Corp. (Finance)........................................... 150 29,796
Swiss Reinsurance Co. (Finance)...................................... 50 55,934
Union Bank of Switzerland (Finance).................................. 120 125,359
Zuerich Versicherungs (Finance)...................................... 250 76,776
-----------
1,570,870
-----------
THAILAND--1.5%
Advanced Information Services (Information Technology)............... 4,300 68,363
Bangchak Petroleum PCL (Energy)...................................... 9,600 11,828
Bangkok Metropolitan Bank PCL (Finance).............................. 14,100 12,749
CMIC Finance & Security PCL (Finance)................................ 3,500 10,016
Dhana Siam Finance & Securities PCL (Finance)........................ 4,600 21,025
General Finance & Securities (Finance)............................... 2,450 9,835
Italian-Thai Development PCL (Energy)................................ 4,600 42,782
Jasmine International PCL (Information Technology)................... 6,200 34,006
Krung Thai Bank PCL (Finance)........................................ 25,800 95,366
National Finance & Securities PCL (Finance).......................... 3,200 13,609
National Petrochemical PCL (Materials)............................... 5,700 9,628
One Holding PCL (Multi-industry)..................................... 2,900 6,224
Phatra Thanakit Co. (Finance)........................................ 2,700 21,892
Phatra Thanakit PCL local (Finance).................................. 2,300 16,180
PTT Exploration & Production (Energy)................................ 5,700 53,013
Sahavirya Steel Industries (Materials)............................... 9,400 11,489
Shinawatra Computer & Communication PCL (Information Technology)..... 2,500 58,029
Shinawatra Satelite PCL (Industrial & Commercial).................... 6,400 10,111
Siam City Bank PCL local (Finance)................................... 10,000 9,837
Siam City Bank PCL (Finance)......................................... 12,100 13,105
Telecomasia Corp. PCL (Utilities).................................... 40,900 126,797
Thai Military Bank PCL local (Finance)............................... 4,300 13,843
Thai Military Bank PCL (Finance)..................................... 4,300 15,040
United Communication Industries (Information Technology)............. 4,300 51,272
-----------
736,039
-----------
</TABLE>

---------------------

63
<PAGE> 65

<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
UNITED KINGDOM--10.5%
Abbey National PLC (Finance)......................................... 12,800 $ 125,903
Argyll Group PLC (Consumer Discretionary)............................ 9,900 47,136
Arjo Wiggins Appleton PLC (Materials)................................ 12,300 32,294
Barclays PLC (Finance)............................................... 10,401 125,315
Bass PLC (Consumer Staples).......................................... 6,900 72,835
BAT Industries PLC (Multi-industry).................................. 23,301 198,693
BOC Group PLC (Materials)............................................ 5,700 76,748
Boots Co. PLC (Consumer Discretionary)............................... 7,600 65,854
British Aerospace PLC (Industrial & Commercial)...................... 3,899 49,006
British Airways PLC (Industrial & Commercial)........................ 5,700 40,141
British Gas PLC (Utilities).......................................... 35,500 132,609
British Petroleum Co. PLC (Energy)................................... 45,600 359,173
British Telecommunications PLC (Information Technology).............. 45,000 259,377
BTR PLC (Multi-industry)............................................. 26,700 136,729
Cable & Wireless PLC (Information Technology)........................ 7,996 55,514
Commercial Union PLC (Finance)....................................... 4,700 46,374
General Accident PLC (Finance)....................................... 4,500 45,779
General Electric PLC (Industrial & Commercial)....................... 23,400 113,919
Glaxo Wellcome PLC (Consumer Staples)................................ 21,307 284,278
Grand Metropolitan PLC (Multi-industry).............................. 14,300 96,764
Great Universal Stores PLC (Consumer Discretionary).................. 2,300 21,690
Guinness PLC (Consumer Staples)...................................... 15,000 106,093
Hanson PLC (Multi-industry).......................................... 36,600 109,542
HSBC Holdings PLC (Finance).......................................... 12,700 188,692
Imperial Chemical Industries PLC (Materials)......................... 6,400 74,464
Kingfisher PLC (Consumer Staples).................................... 7,271 57,605
Ladbroke Group PLC (Information & Entertainment)..................... 17,900 39,187
Land Securities PLC (Real Estate).................................... 10,300 94,059
Lloyds Bank PLC (Finance)............................................ 10,932 145,269
Marks & Spencer PLC (Consumer Discretionary)......................... 21,100 142,616
MEPC PLC (Real Estate)............................................... 4,600 27,430
National Power PLC (Utilities)....................................... 8,100 57,166
Peninsular & Oriental Steam PLC (Industrial & Commercial)............ 6,596 49,051
Prudential Corp. PLC (Finance)....................................... 18,700 123,245
Rank Organisation PLC (Information & Entertainment).................. 6,600 41,629
Redland PLC (Materials).............................................. 15,600 91,231
Reed International PLC (Information & Entertainment)................. 7,600 121,586
Reuters Holdings PLC (Industrial & Commercial)....................... 12,300 116,089
RMC Group PLC (Materials)............................................ 7,275 115,551
Royal Bank of Scotland Group (Finance)............................... 10,200 87,134
Royal Insurance Holdings PLC (Finance)............................... 6,700 39,901
RTZ Corp. PLC (Materials)............................................ 8,900 127,737
Sainsbury (J.) PLC (Consumer Discretionary).......................... 13,000 76,523
Scottish Power PLC (Utilities)....................................... 7,600 43,864
SmithKline Beecham PLC (Healthcare).................................. 8,000 85,058
SmithKline Beecham PLC (Healthcare)(2)............................... 7,950 83,492
Tesco PLC (Consumer Discretionary)................................... 13,952 61,302
Thames Water PLC (Industrial & Commercial)........................... 4,100 34,679
Thorn EMI PLC (Consumer Discretionary)............................... 3,900 92,992
Trafalgar House PLC (Multi-industry)................................. 8,900 3,270
Unilever PLC (Consumer Staples)...................................... 7,900 153,174
Vodafone Group PLC (Information Technology).......................... 7,400 26,396
Zeneca Group PLC ADR (Healthcare).................................... 5,900 119,093
-----------
5,121,251
-----------
</TABLE>

- ---------------------

64
<PAGE> 66
<TABLE>
<CAPTION>
COMMON STOCK (continued) SHARES VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C>
UNITED STATES--0.0%
United States Industries, Inc. (Multi-industry)...................... 169 $ 2,746
-----------
TOTAL COMMON STOCK (cost $43,375,684)................................ 44,189,371
-----------

PREFERRED STOCK--0.2%
--------------------------------------------------------------------------------------------------
GERMANY--0.2%
RWE AG (Utilities)................................................... 150 42,885
SAP AG (Materials)................................................... 300 47,335
-----------
90,220
-----------
ITALY--0.0%
Fiat SpA (Consumer Discretionary).................................... 11,000 19,122
-----------
TOTAL PREFERRED STOCK (cost $113,626)................................ 109,342
-----------
RIGHTS--0.0%+
--------------------------------------------------------------------------------------------------
GERMANY--0.0%
Munchener Ruckversicherungs (Finance)................................ 50 5,601
-----------
ITALY--0.0%
Olivetti ING C, & Co. (Information Technology)....................... 20,000 1,144
Riunione Adriatica di Sicur (Finance)................................ 250 907
-----------
2,051
-----------
TOTAL RIGHTS (cost $0)............................................... 7,652
-----------
WARRANTS--0.0%+
--------------------------------------------------------------------------------------------------
ITALY--0.0%
Riunione Adriatica di Sicur (Finance)................................ 150 264
-----------
MALAYSIA--0.0%
Hong Leong Properties (Real Estate)(1)............................... 500 0
-----------
TOTAL WARRANTS (cost $95)............................................ 264
-----------
TOTAL INVESTMENT SECURITIES (cost $43,489,405)....................... 44,306,629
-----------

PRINCIPAL
REPURCHASE AGREEMENT--6.0% AMOUNT
--------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT--6.0%
Agreement with State Street Bank & Trust Co., bearing interest of
4.50% dated 11/30/95, to be repurchased 12/01/95 in the amount of
$2,940,368 and collateralized by $2,080,000 U.S. Treasury Bonds
12.00% due 5/15/05 (cost $2,940,000)............................... $2,940,000 2,940,000
-----------
TOTAL INVESTMENTS--
(cost $46,429,405) 96.5% 47,246,629
Other assets less liabilities-- 3.5 1,714,030
------ -----------
NET ASSETS-- 100.0% $48,960,659
====== ===========
</TABLE>

-----------------------------

+ Non-income producing securities

(1) Fair valued security; see Note 2

(2) Consists of more than one class of securities traded together
as a unit; generally bonds with attached stocks or warrants

---------------------

65
<PAGE> 67
<TABLE>
<CAPTION>
OPEN FORWARD FOREIGN CURRENCY CONTRACTS
-----------------------------------------------------------------------
CONTRACT IN DELIVERY GROSS UNREALIZED
TO DELIVER EXCHANGE FOR DATE APPRECIATION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
*BEF 20,412,000 USD 723,573 04/30/96 $ 36,994
BEF 13,440,000 USD 476,427 04/30/96 21,043
*CHF 867,740 USD 759,044 01/04/96 20,857
CHF 584,126 USD 510,956 01/04/96 12,325
DEM 2,397,696 USD 1,680,000 01/04/96 19,239
FRF 7,355,600 USD 1,480,000 01/04/96 6,544
JPY 248,004,000 USD 2,490,000 01/04/96 39,438
JPY 179,454,990 USD 2,127,000 04/30/96 324,044
JPY 251,101,200 USD 2,685,000 04/30/96 162,226
JPY 344,664,320 USD 4,326,149 04/30/96 863,362
JPY 170,938,250 USD 1,855,000 08/14/96 113,181
JPY 122,773,950 USD 1,253,672 08/30/96 141,328
*JPY 53,685,680 USD 673,851 04/30/96 146,227
NLG 1,602,870 USD 1,001,836 07/31/96 48,469
*NLG 686,280 USD 449,695 07/31/96 25,882
*USD 675,000 BEF 20,412,000 04/30/96 11,579
*USD 420,000 NLG 686,280 07/31/96 3,813
----------------
1,996,551
----------------
GROSS UNREALIZED
DEPRECIATION
-----------------------------------------------------------------------
CHF 899,396 USD 740,000 02/28/96 $ (32,037)
*USD 765,000 CHF 867,740 01/04/96 (26,812)
*USD 652,000 JPY 53,685,680 04/30/96 (124,377)
USD 414,979 ESP 50,536,112 12/04/96 (4,966)
----------------
(188,192)
----------------
Net Unrealized Appreciation................. $1,808,359
================
</TABLE>

-----------------------------

* Represents open forward foreign currency contracts and
offsetting open forward foreign currency contracts that do not
have additional market risk but have continued counterparty
settlement risk.

<TABLE>
<S> <C> <C>
BEF--Belgian Franc ESP--Spanish Peseta NLG--Netherlands Guilder
USD--United States
CHF--Swiss Franc FRF--French Franc Dollar
DEM--Deutsche Mark JPY--Japanese Yen
</TABLE>

See Notes to Financial Statements

- ---------------------
66
<PAGE> 68

(This page intentionally left blank)

---------------------

67
<PAGE> 69

- ---------------------

SUNAMERICA SERIES TRUST
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
<TABLE>
<CAPTION>
CASH FIXED HIGH-YIELD WORLDWIDE
MANAGEMENT INCOME GLOBAL BOND BOND HIGH INCOME
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investment securities, at value*.................. $ -- $28,718,327 $52,213,584 $77,635,215 $20,719,687
Short-term securities*............................ 92,708,313 189,622 8,281,000 -- --
Repurchase agreements (cost equals market)........ 973,000 8,212,000 -- -- 1,434,000
Cash.............................................. 799 153,943 395 20,910 60,425
Foreign currency.................................. -- -- 40 -- --
Receivables for--
Fund shares sold................................ 357,393 275,532 196,409 223,930 61,493
Dividends and accrued interest.................. 247,585 367,930 1,804,209 1,150,512 442,426
Sales of investments............................ -- 2,423,446 -- 4,251,771 252,146
Variation margin on futures contracts........... -- 10,158 -- -- --
Foreign currency contracts...................... -- -- -- -- --
Deferred organizational expenses.................. 15,584 8,602 8,603 8,325 1,798
Prepaid expenses.................................. 1,777 475 985 1,399 318
Unrealized appreciation on forward foreign
currency contracts.............................. -- -- 935,313 -- --
Due from adviser.................................. -- -- -- -- --
------------------------------------------------------------------------
94,304,451 40,360,035 63,440,538 83,292,062 22,972,293
------------------------------------------------------------------------
LIABILITIES:
Payables for--
Fund shares redeemed............................ 2,471,690 43,601 27,382 767,083 1,634
Purchases of investments........................ 1,006,937 10,803,012 3,253,872 -- 1,420,812
Management fees................................. 45,675 16,246 34,838 48,297 17,066
Variation margin on futures contracts........... -- -- -- -- --
Foreign currency contracts...................... -- -- -- -- --
Other accrued expenses............................ 48,956 22,656 35,975 303,015 17,701
Unrealized depreciation on forward foreign
currency contracts.............................. -- -- 329,427 -- --
Due to custodian bank............................. -- -- -- -- --
------------------------------------------------------------------------
3,573,258 10,885,515 3,681,494 1,118,395 1,457,213
------------------------------------------------------------------------
NET ASSETS........................................ $90,731,193 $29,474,520 $59,759,044 $82,173,667 $21,515,080
========================================================================
Shares of beneficial interest outstanding
(unlimited shares authorized)................... 8,483,049 2,724,189 5,424,420 7,806,335 1,884,528
Net asset value per share......................... $10.70 $10.82 $11.02 $10.53 $11.42
========================================================================
COMPOSITION OF NET ASSETS:
Capital paid in................................... $86,488,589 $28,058,530 $55,577,869 $83,135,134 $19,619,819
Accumulated undistributed net investment income
(loss).......................................... 4,234,947 1,219,884 3,620,109 7,410,940 1,431,913
Accumulated undistributed net realized gain (loss)
on investments, futures contracts and options
contracts....................................... 4,583 (355,354) (932,642) (9,037,804) 74,158
Unrealized appreciation on investments............ 3,074 511,571 916,086 665,397 389,190
Unrealized foreign exchange gain(loss) on other
assets and liabilities.......................... -- -- 577,622 -- --
Unrealized appreciation on futures contracts...... -- 39,889 -- -- --
------------------------------------------------------------------------
$90,731,193 $29,474,520 $59,759,044 $82,173,667 $21,515,080
========================================================================
---------------
* Cost
Investment securities........................... $ -- $28,206,756 $51,297,498 $76,969,818 $20,330,497
========================================================================
Short-term securities........................... $92,705,239 $ 189,622 $ 8,281,000 $ -- $ --
========================================================================
</TABLE>

See Notes to Financial Statements

- ---------------------

68
<PAGE> 70
<TABLE>
<CAPTION>
BALANCED/ GROWTH/
PHOENIX PHOENIX
INVESTMENT ASSET GROWTH- ALLIANCE INVESTMENT PROVIDENT VENTURE GLOBAL
COUNSEL ALLOCATION INCOME GROWTH COUNSEL GROWTH VALUE EQUITIES
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$28,405,803 $187,514,184 $170,021,383 $159,610,648 $137,276,227 $111,437,200 $139,942,029 $158,513,242
6,240,939 1,555,465 7,513,000 8,015,716 14,211,761 -- 16,997,439 10,230,000
-- 24,551,000 -- -- -- 2,633,000 -- --
-- 508,600 985 72,387 -- 916 -- 2,965
-- -- -- -- -- -- -- 351,092
100,774 1,282,427 359,840 1,945,004 906,183 328,870 1,182,040 226,762
148,159 1,311,720 394,878 115,715 54,298 44,282 200,648 484,192
153,850 6,253,168 -- 655,070 5,264,814 991,163 519,577 681,222
-- 33,671 -- -- -- -- -- --
-- -- -- -- -- -- -- 2,032,562
-- 8,603 8,325 8,325 8,901 8,325 -- 8,325
365 3,235 2,651 2,337 2,619 2,055 1,914 2,875
-- -- -- -- -- -- -- 123,525
-- -- -- -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------------
35,049,890 223,022,073 178,301,062 170,425,202 157,724,803 115,445,811 158,843,647 172,656,762
---------------------------------------------------------------------------------------------------------------------------
2,085 71,256 122,346 264,506 39,618 40,945 18,383 41,395
1,879,526 22,926,295 6,748,269 2,140,913 3,253,574 -- 2,658,822 4,475,831
16,631 105,262 87,816 85,492 81,295 77,941 93,167 108,987
-- -- -- 3,600 -- -- -- --
-- -- -- -- -- -- -- 2,033,679
21,883 82,870 61,558 60,964 62,530 50,886 61,907 142,677
-- -- -- -- -- -- -- 102,496
701,230 -- -- -- 4,377,303 -- 1,103,371 --
---------------------------------------------------------------------------------------------------------------------------
2,621,355 23,185,683 7,019,989 2,555,475 7,814,320 169,772 3,935,650 6,905,065
---------------------------------------------------------------------------------------------------------------------------
$32,428,535 $199,836,390 $171,281,073 $167,869,727 $149,910,483 $115,276,039 $154,907,997 $165,751,697
===========================================================================================================================
2,598,706 15,689,067 12,490,023 10,739,380 11,411,801 8,800,227 11,503,467 12,693,039
$12.48 $12.74 $13.71 $15.63 $13.14 $13.10 $13.47 $13.06
===========================================================================================================================
$29,191,071 $171,257,566 $139,333,338 $134,009,237 $121,638,746 $ 90,389,835 $137,197,421 $149,050,688
399,630 5,029,483 1,673,393 477,396 1,261,039 -- 889,057 1,468,646
874,562 6,131,686 5,896,173 12,945,264 10,537,220 (3,161,237) 1,620,396 4,154,885
1,963,272 17,322,705 24,378,169 20,341,080 16,473,499 28,047,441 15,201,123 11,048,831
-- -- -- -- (21) -- -- 28,647
-- 94,950 -- 96,750 -- -- -- --
---------------------------------------------------------------------------------------------------------------------------
$32,428,535 $199,836,390 $171,281,073 $167,869,727 $149,910,483 $115,276,039 $154,907,997 $165,751,697
===========================================================================================================================
$26,442,531 $170,194,711 $145,643,214 $139,269,571 $120,802,728 $ 83,389,759 $124,740,906 $147,464,411
===========================================================================================================================
$ 6,240,939 $ 1,552,233 $ 7,513,000 $ 8,015,713 $ 14,211,761 $ -- $ 16,997,439 $ 10,230,000
===========================================================================================================================

INTERNATIONAL
DIVERSIFIED
EQUITIES
-------------
<S> <C>
$44,306,629
--
2,940,000
12,807
27,361
275,200
137,650
--
--
--
1,797
708
1,996,551
23,550
-----------
49,722,253
-----------
25,020
424,485
37,911
--
--
85,986
188,192
--
-----------
761,594
-----------
$48,960,659
===========
4,824,929
$10.15
===========
$47,266,486
(346,916)
(586,233)
817,224
1,810,098
--
-----------
$48,960,659
===========
$43,489,405
===========
$ --
===========
</TABLE>

---------------------

69
<PAGE> 71

- ---------------------

SUNAMERICA SERIES TRUST
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 1995
<TABLE>
<CAPTION>
WORLDWIDE
CASH FIXED GLOBAL HIGH-YIELD HIGH
MANAGEMENT INCOME BOND BOND INCOME
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income:
Dividends.............................................. $ -- $ -- $ -- $ -- $ --
Interest............................................... 4,772,033 1,423,770 3,341,934 8,087,552 1,691,603
----------------------------------------------------------
Total income *..................................... 4,772,033 1,423,770 3,341,934 8,087,552 1,691,603
----------------------------------------------------------
Expenses:
Management fees........................................ 438,400 144,546 365,313 478,203 143,765
Custodian fees......................................... 39,740 38,690 69,310 39,905 22,720
Auditing fees.......................................... 22,575 6,245 10,865 13,965 10,800
Reports to investors................................... 9,420 3,505 7,370 10,995 2,170
Amortization of organizational expenses................ 7,172 3,953 3,953 3,822 1,887
Legal fees............................................. 5,400 1,190 3,640 4,525 1,030
Trustees' fees......................................... 2,645 60 1,435 1,835 480
Interest expense....................................... -- -- -- 2,898 --
Other expenses......................................... 5,176 2,683 3,805 4,509 5,287
----------------------------------------------------------
Total expenses before reimbursement.................. 530,528 200,872 465,691 560,657 188,139
Expenses reimbursed by the investment adviser........ -- (1,770) -- -- (649)
----------------------------------------------------------
Net investment income (loss)............................. 4,241,505 1,224,668 2,876,243 7,526,895 1,504,113
----------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
FOREIGN CURRENCIES:
Net realized gain (loss) on investments@............... 5,110 581,976 1,618,834 (3,711,235) 76,600
Net realized gain (loss) on futures and options
contracts............................................ -- 13,918 -- -- --
Net realized foreign exchange gain (loss) on other
assets and liabilities............................... -- -- 1,319,839 -- --
Change in unrealized appreciation/depreciation on
investments.......................................... 44,053 1,262,150 1,593,149 4,427,627 484,883
Change in unrealized foreign exchange gain (loss) on
other assets and liabilities......................... -- -- 1,814 -- --
Change in unrealized appreciation/depreciation on
futures contracts.................................... -- 39,889 -- -- --
----------------------------------------------------------
Net realized and unrealized gain on investments and
foreign currencies................................... 49,163 1,897,933 4,533,636 716,392 561,483
----------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.... $4,290,668 $3,122,601 $7,409,879 $8,243,287 $2,065,596
==========================================================
</TABLE>

-------------------
* Net of foreign withholding taxes on interest and dividends of $66,
$1,816, $3,636, $2,245 $20,557, $6,965, $5,619, $269,136 and $85,357 on
the Balanced/Phoenix Investment Counsel, Asset Allocation, Growth-Income,
Alliance Growth, Growth/Phoenix Investment Counsel, Provident Growth,
Venture Value, Global Equities and International Diversified Equities
Portfolios, respectively.

@ Net of foreign withholding taxes on capital gains of $18,009 on the Global
Equities Portfolio.

See Notes to Financial Statements

- ---------------------

70
<PAGE> 72
<TABLE>
<CAPTION>
BALANCED/ GROWTH/
PHOENIX PHOENIX INTERNATIONAL
INVESTMENT ASSET GROWTH- ALLIANCE INVESTMENT PROVIDENT VENTURE GLOBAL DIVERSIFIED
COUNSEL ALLOCATION INCOME GROWTH COUNSEL GROWTH VALUE EQUITIES EQUITIES
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 94,209 $2,163,433 $2,168,076 $1,029,948 $1,295,073 $ 583,781 $1,048,621 $2,679,270 $ 561,748
441,028 4,342,880 414,143 198,205 920,009 252,521 489,585 397,172 135,681
-----------------------------------------------------------------------------------------------------------------
535,237 6,506,313 2,582,219 1,228,153 2,215,082 836,302 1,538,206 3,076,442 697,429
-----------------------------------------------------------------------------------------------------------------
92,499 1,000,248 794,078 635,979 835,634 785,809 504,014 1,185,831 283,908
34,395 94,115 41,745 44,345 49,400 40,845 79,040 362,550 279,268
11,565 34,670 28,795 29,030 23,975 21,070 31,700 26,775 15,720
3,690 32,210 21,810 20,110 20,325 16,235 19,075 25,305 6,025
360 3,953 3,822 3,822 3,822 3,822 360 3,822 1,887
765 9,435 7,210 6,185 7,990 6,000 4,185 9,505 1,455
405 4,680 3,640 2,915 3,710 2,685 1,975 4,575 920
-- -- -- -- -- -- -- -- --
2,248 6,280 5,559 4,235 6,589 5,094 3,098 7,879 5,487
-----------------------------------------------------------------------------------------------------------------
145,927 1,185,591 906,659 746,621 951,445 881,560 643,447 1,626,242 594,670
(17,031) -- -- -- -- -- (9,792) -- (112,030)
-----------------------------------------------------------------------------------------------------------------
406,341 5,320,722 1,675,560 481,532 1,263,637 (45,258) 904,551 1,450,200 214,789
-----------------------------------------------------------------------------------------------------------------
875,469 6,792,943 6,546,892 13,305,824 19,383,952 240,218 1,620,396 5,003,696 (585,776)
-- 37,040 -- 47,744 -- -- -- (524,955) --
-- -- 76 -- 701 -- -- 720,956 (506,494)
1,971,928 20,689,780 26,098,737 21,063,685 14,865,880 25,016,207 15,272,123 13,392,395 1,120,932
-- -- -- -- (21) -- -- 15,377 1,810,094
-- 94,950 -- 96,750 -- -- -- 182,708 --
-----------------------------------------------------------------------------------------------------------------
2,847,397 27,614,713 32,645,705 34,514,003 34,250,512 25,256,425 16,892,519 18,790,177 1,838,756
-----------------------------------------------------------------------------------------------------------------
$3,253,738 $32,935,435 $34,321,265 $34,995,535 $35,514,149 $25,211,167 $17,797,070 $20,240,377 $2,053,545
==================================================================================================================
</TABLE>

---------------------

71
<PAGE> 73

- ---------------------

SUNAMERICA SERIES TRUST
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED NOVEMBER 30, 1995
<TABLE>
<CAPTION>
CASH FIXED HIGH-YIELD WORLDWIDE
MANAGEMENT INCOME GLOBAL BOND BOND HIGH INCOME
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)................... $ 4,241,505 $ 1,224,668 $ 2,876,243 $ 7,526,895 $1,504,113
Net realized gain (loss) on investments........ 5,110 581,976 1,618,834 (3,711,235) 76,600
Net realized gain (loss) on futures and options
contracts.................................... -- 13,918 -- -- --
Net realized foreign exchange gain (loss) on
other assets and liabilities................. -- -- 1,319,839 -- --
Change in unrealized appreciation/depreciation
on investments............................... 44,053 1,262,150 1,593,149 4,427,627 484,883
Change in unrealized foreign exchange gain
(loss) on other assets and liabilities....... -- -- 1,814 -- --
Change in unrealized appreciation/depreciation
on futures contracts......................... -- 39,889 -- -- --
--------------------------------------------------------------------
Net increase in net assets resulting from
operations................................... 4,290,668 3,122,601 7,409,879 8,243,287 2,065,596
--------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Dividends from net investment income......... (2,210,000) (885,000) (1,700,000) (6,340,000) (114,929)
Distributions from net realized gain on
investments................................ -- -- -- -- --
--------------------------------------------------------------------
Total dividends and distributions to
shareholders................................. (2,210,000) (885,000) (1,700,000) (6,340,000) (114,929)
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold...................... 415,378,253 22,925,314 22,230,068 70,702,486 13,740,334
Proceeds from shares issued for reinvestment of
dividends and distributions.................. 2,210,000 885,000 1,700,000 6,340,000 114,929
Cost of shares repurchased..................... (418,035,564) (12,442,153) (14,423,490) (52,574,843) (4,768,369)
--------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from capital share transactions.............. (447,311) 11,368,161 9,506,578 24,467,643 9,086,894
--------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS................... 1,633,357 13,605,762 15,216,457 26,370,930 11,037,561
NET ASSETS:
Beginning of year.............................. 89,097,836 15,868,758 44,542,587 55,802,737 10,477,519
--------------------------------------------------------------------
End of year.................................... $ 90,731,193 $29,474,520 $59,759,044 $82,173,667 $21,515,080
====================================================================
---------------
Undistributed net investment income (loss)..... $ 4,234,947 $ 1,219,884 $ 3,620,109 $ 7,410,940 $ 1,431,913
====================================================================
Shares issued and repurchased:
Sold........................................... 39,465,595 2,218,395 2,131,775 6,846,915 1,299,782
Issued in reinvestment of dividends and
distributions................................ 214,355 90,306 170,000 648,925 11,873
Repurchased.................................... (39,709,537) (1,212,881) (1,407,509) (5,097,408) (480,433)
--------------------------------------------------------------------
Net increase (decrease)........................ (29,587) 1,095,820 894,266 2,398,432 831,222
====================================================================
</TABLE>

See Notes to Financial Statements

- ---------------------

72
<PAGE> 74
<TABLE>
<CAPTION>
BALANCED/ GROWTH/
PHOENIX PHOENIX INTERNATIONAL
INVESTMENT ASSET GROWTH- ALLIANCE INVESTMENT PROVIDENT VENTURE GLOBAL DIVERSIFIED
COUNSEL ALLOCATION INCOME GROWTH COUNSEL GROWTH VALUE EQUITIES EQUITIES
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 406,341 $ 5,320,722 $ 1,675,560 $ 481,532 $ 1,263,637 $ (45,258) $ 904,551 $ 1,450,200 $ 214,789
875,469 6,792,943 6,546,892 13,305,824 19,383,952 240,218 1,620,396 5,003,696 (585,776)
-- 37,040 -- 47,744 -- -- -- (524,955) --
-- -- 76 -- 701 -- -- 720,956 (506,494)
1,971,928 20,689,780 26,098,737 21,063,685 14,865,880 25,016,207 15,272,123 13,392,395 1,120,932
-- -- -- -- (21) -- -- 15,377 1,810,094
-- 94,950 -- 96,750 -- -- -- 182,708 --
---------------------------------------------------------------------------------------------------------------------------
3,253,738 32,935,435 34,321,265 34,995,535 35,514,149 25,211,167 17,797,070 20,240,377 2,053,545
---------------------------------------------------------------------------------------------------------------------------
(11,237) (2,240,000) (875,000) (155,000) (1,450,000) (200,000) (23,311) (855,000) (121,869)
-- (425,000) -- (725,000) -- -- -- (3,190,000) --
---------------------------------------------------------------------------------------------------------------------------
(11,237) (2,665,000) (875,000) (880,000) (1,450,000) (200,000) (23,311) (4,045,000) (121,869)
---------------------------------------------------------------------------------------------------------------------------
30,928,111 91,078,058 79,200,929 168,074,086 45,890,799 46,200,686 164,118,300 79,044,610 58,139,793
11,237 2,665,000 875,000 880,000 1,450,000 200,000 23,311 4,045,000 121,869
(3,269,069) (31,032,947) (27,140,302) (88,413,178) (35,688,009) (31,477,920) (31,455,895) (70,291,038) (23,670,269)
---------------------------------------------------------------------------------------------------------------------------
27,670,279 62,710,111 52,935,627 80,540,908 11,652,790 14,922,766 132,685,716 12,798,572 34,591,393
---------------------------------------------------------------------------------------------------------------------------
30,912,780 92,980,546 86,381,892 114,656,443 45,716,939 39,933,933 150,459,475 28,993,949 36,523,069
1,515,755 106,855,844 84,899,181 53,213,284 104,193,544 75,342,106 4,448,522 136,757,748 12,437,590
---------------------------------------------------------------------------------------------------------------------------
$32,428,535 $199,836,390 $171,281,073 $167,869,727 $149,910,483 $115,276,039 $154,907,997 $165,751,697 $48,960,659
===========================================================================================================================
$ 399,630 $ 5,029,483 $ 1,673,393 $ 477,396 $ 1,261,039 $ -- $ 889,057 $ 1,468,646 $ (346,916)
===========================================================================================================================
2,742,183 7,788,903 6,452,877 12,084,699 4,046,435 3,971,874 13,646,177 6,436,345 6,011,154
1,132 243,157 77,502 76,126 135,387 18,536 2,359 357,648 12,721
(296,843) (2,699,219) (2,260,341) (6,421,749) (3,175,785) (2,684,472) (2,599,805) (5,815,859) (2,470,598)
---------------------------------------------------------------------------------------------------------------------------
2,446,472 5,332,841 4,270,038 5,739,076 1,006,037 1,305,938 11,048,731 978,134 3,553,277
===========================================================================================================================
</TABLE>

---------------------

73
<PAGE> 75

- ---------------------

SUNAMERICA SERIES TRUST
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED NOVEMBER 30, 1994
<TABLE>
<CAPTION>
WORLDWIDE
CASH FIXED GLOBAL HIGH-YIELD HIGH
MANAGEMENT INCOME BOND BOND INCOME*
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income.......................... $ 2,204,504 $ 877,613 $ 2,056,427 $ 6,224,934 $ 42,729
Net realized gain (loss) on investments........ (527) (897,488) (2,571,262) (5,326,569) (2,442)
Net realized gain (loss) on futures and options
contracts.................................... -- -- (28,936) -- --
Net realized foreign exchange gain (loss) on
other assets and liabilities................. -- -- (887,865) -- --
Change in unrealized appreciation/depreciation
on investments............................... (40,979) (658,964) (296,847) (3,751,081) (95,693)
Change in unrealized foreign exchange gain
(loss) on other assets and liabilities....... -- -- 412,079 -- --
Change in unrealized appreciation/depreciation
on futures contracts......................... -- -- -- -- --
------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations.............................. 2,162,998 (678,839) (1,316,404) (2,852,716) (55,406)
------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Dividends from net investment income......... (294,500) (98,500) (342,000) (1,505,500) --
Distributions from net realized gain on
investments................................ -- (71,794) (187,458) (294,750) --
------------------------------------------------------------------------
Total dividends and distributions to
shareholders................................. (294,500) (170,294) (529,458) (1,800,250) --
------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold...................... 269,001,242 22,698,651 36,121,308 57,807,375 10,551,001
Proceeds from shares issued for reinvestment of
dividends and distributions.................. 294,500 170,294 529,458 1,800,250 --
Cost of shares repurchased..................... (206,669,280) (17,818,535) (15,272,111) (41,002,709) (18,076)
------------------------------------------------------------------------
Net increase in net assets resulting from
capital share transactions................... 62,626,462 5,050,410 21,378,655 18,604,916 10,532,925
------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS................... 64,494,960 4,201,277 19,532,793 13,951,950 10,477,519
NET ASSETS:
Beginning of period............................ 24,602,876 11,667,481 25,009,794 41,850,787 0
------------------------------------------------------------------------
End of period.................................. $ 89,097,836 $ 15,868,758 $ 44,542,587 $ 55,802,737 $10,477,519
========================================================================
---------------
Undistributed net investment income............ $ 2,203,442 $ 882,067 $ 1,143,813 $ 6,224,045 $ 42,729
========================================================================
Shares issued and repurchased:
Sold........................................... 26,101,794 2,269,964 3,580,326 5,298,745 1,055,117
Issued in reinvestment of dividends and
distributions................................ 28,873 17,149 53,427 163,362 --
Repurchased.................................... (20,030,209) (1,803,912) (1,531,719) (3,819,032) (1,811)
------------------------------------------------------------------------
Net increase................................... 6,100,458 483,201 2,102,034 1,643,075 1,053,306
========================================================================
</TABLE>

* Commenced operations October 28, 1994

See Notes to Financial Statements

- ---------------------

74
<PAGE> 76
<TABLE>
<CAPTION>
BALANCED/ GROWTH/
PHOENIX PHOENIX INTERNATIONAL
INVESTMENT ASSET GROWTH- ALLIANCE INVESTMENT PROVIDENT VENTURE GLOBAL DIVERSIFIED
COUNSEL* ALLOCATION INCOME GROWTH COUNSEL GROWTH VALUE* EQUITIES EQUITIES*
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 4,526 $ 2,079,263 $ 873,663 $ 151,776 $ 1,447,313 $ 194,453 $ 7,817 $ 439,686 $ 16,284
(907) (219,928) (636,783) 333,777 (8,005,593) (3,106,757) -- 1,537,529 --
-- 1,189 -- -- -- -- -- (370,832) --
-- -- -- -- -- -- -- 1,428,760 49,917
(8,656) (3,516,746) (2,491,416) (1,181,114) (973,025) 2,410,066 (71,000) (1,615,837) (303,708)
-- -- -- -- -- -- -- 28,609 4
-- 18,875 -- -- -- -- -- (182,708) --
--------------------------------------------------------------------------------------------------------------------------
(5,037) (1,637,347) (2,254,536) (695,561) (7,531,305) (502,238) (63,183) 1,265,207 (237,503)
--------------------------------------------------------------------------------------------------------------------------
-- (297,500) (246,500) (47,000) (519,500) (55,000) -- (41,500) --
-- (156,839) (43,923) (604,808) -- -- -- (522,781) --
--------------------------------------------------------------------------------------------------------------------------
-- (454,339) (290,423) (651,808) (519,500) (55,000) -- (564,281) --
--------------------------------------------------------------------------------------------------------------------------
1,521,140 87,819,488 59,410,366 49,449,776 68,645,462 46,577,399 4,758,696 153,578,193 12,781,226
-- 454,339 290,423 651,808 519,500 55,000 -- 564,281 --
(348) (14,916,201) (17,336,891) (18,796,458) (21,953,015) (13,643,955) (246,991) (61,822,290) (106,133)
--------------------------------------------------------------------------------------------------------------------------
1,520,792 73,357,626 42,363,898 31,305,126 47,211,947 32,988,444 4,511,705 92,320,184 12,675,093
--------------------------------------------------------------------------------------------------------------------------
1,515,755 71,265,940 39,818,939 29,957,757 39,161,142 32,431,206 4,448,522 93,021,110 12,437,590
0 35,589,904 45,080,242 23,255,527 65,032,402 42,910,900 0 43,736,638 0
--------------------------------------------------------------------------------------------------------------------------
$1,515,755 $106,855,844 $ 84,899,181 $ 53,213,284 $104,193,544 $ 75,342,106 $4,448,522 $136,757,748 $12,437,590
==========================================================================================================================
$ 4,526 $ 1,948,761 $ 872,833 $ 150,864 $ 1,446,701 $ 193,602 $ 7,817 $ 196,485 $ 66,201
==========================================================================================================================
152,269 8,292,654 5,595,922 4,589,555 6,425,534 4,560,014 480,157 12,891,831 1,282,522
-- 42,422 27,322 58,987 47,098 5,268 -- 47,983 --
(35) (1,415,441) (1,653,770) (1,778,224) (2,099,136) (1,344,321) (25,421) (5,205,577) (10,870)
--------------------------------------------------------------------------------------------------------------------------
152,234 6,919,635 3,969,474 2,870,318 4,373,496 3,220,961 454,736 7,734,237 1,271,652
==========================================================================================================================
</TABLE>

---------------------

75
<PAGE> 77
- ---------------------

SUNAMERICA SERIES TRUST
NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION: SunAmerica Series Trust
(the "Trust"), organized as a Massachusetts business trust on September 11,
1992, is an open-end management investment company. It was established to
provide a funding medium for certain annuity contracts issued by Variable
Separate Account (the "Account"), a separate account of Anchor National Life
Insurance Company ("Life Company"), organized under the laws of the state of
Arizona.

The Trust issues 14 separate series of shares ("Portfolios"), each of which
represents a separate managed portfolio of securities with its own investment
objectives. The Board of Trustees may establish additional series in the future.
The current Portfolios are the Cash Management Portfolio, Fixed Income
Portfolio, Global Bond Portfolio, High-Yield Bond Portfolio, Worldwide High
Income Portfolio, Balanced/Phoenix Investment Counsel Portfolio, Asset
Allocation Portfolio, Growth-Income Portfolio, Alliance Growth Portfolio,
Growth/Phoenix Investment Counsel Portfolio, Provident Growth Portfolio, Venture
Value Portfolio, Global Equities Portfolio and International Diversified
Equities Portfolio. All shares may be purchased or redeemed by the Account at
net asset value without any sales or redemption charge.

In the opinion of management of the Trust, the accompanying financial
statements contain all normal and recurring adjustments necessary for the fair
presentation of the financial position of the Trust at November 30, 1995, and
the results of its operations, the changes in its net assets and its financial
highlights for the period then ended.

2. SIGNIFICANT ACCOUNTING POLICIES: Following is a summary of significant
accounting policies consistently followed by the Trust in the preparation of its
financial statements.

SECURITY VALUATIONS: Stocks are stated at value based upon closing sales
prices reported on recognized securities exchanges or, for listed securities
having no sales reported and for unlisted securities, upon last-reported bid
prices. Nonconvertible bonds, debentures, and other long-term debt securities
are valued at prices obtained for the day of valuation from a bond pricing
service of a major dealer in bonds when such prices are available; however, in
circumstances where the investment adviser deems it appropriate to do so, an
over-the-counter or exchange quotation at the mean of representative bid or
asked prices may be used. Securities traded primarily on securities exchanges
outside the United States are valued at the last sale price on such exchanges on
the day of valuation, or if there is no sale on the day of valuation, at the
last reported bid price. Short-term securities with original or remaining
maturities in excess of 60 days are valued at the mean of their quoted bid and
ask prices. Short-term securities with 60 days or less to maturity are amortized
to maturity based on their cost to the Trust if acquired within 60 days of
maturity or, if already held by the Trust on the 60th day, are amortized to
maturity based on the value determined on the 61st day. Securities for which
quotations are not readily available are valued at fair value as determined in
good faith under the direction of the Trust's Trustees.

REPURCHASE AGREEMENTS: The Trust's custodian takes possession of the
collateral pledged for investments in repurchase agreements. The underlying
collateral is valued daily on a mark-to-market basis to assure that the value,
including accrued interest, is at least equal to the repurchase price. In the
event of default of the obligation to repurchase, the Trust has the right to
liquidate the collateral and apply the proceeds in satisfaction of the
obligation. If the seller defaults and the value of the collateral declines or
if bankruptcy proceedings are commenced with respect to the seller of the
security, realization of the collateral by the Trust may be delayed or limited.

FOREIGN CURRENCY TRANSLATION: The books and records of the Trust are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars at published rates on the following basis:

(i) market value of investment securities, other assets and liabilities at the
prevailing rate of exchange at the valuation date.

(ii) purchases and sales of investment securities, income and expenses at the
rate of exchange prevailing on the respective dates of such transactions.

Assets and liabilities denominated in foreign currencies and commitments under
forward foreign currency contracts are translated into U.S. dollars at the mean
of the quoted bid and asked prices of such currencies against the U.S. dollar.
Purchases and sales of portfolio securities are translated at the rate of
exchange prevailing when such securities were acquired or sold. Income and
expenses are translated at rates of exchange prevailing when earned or incurred.

The Trust does not isolate that portion of the results of operations arising
as a result of changes in the foreign exchange rates from the changes in the
market prices of securities held at fiscal year-end. The Trust does not isolate
the effect of changes in foreign exchange rates from the changes in the market
prices of portfolio securities sold during the year.

- ---------------------
76
<PAGE> 78

Realized foreign exchange gain (loss) on other assets and liabilities and
change in unrealized foreign exchange gain (loss) on other assets and
liabilities include realized foreign exchange gains and losses from currency
gains or losses realized between the trade and settlement dates of securities
transactions, dividends received, the difference between the amounts of
interest, discount and foreign withholding taxes recorded on the Trust's books
and the U.S. dollar equivalent amounts actually received or paid and changes in
the unrealized foreign exchange gains and losses relating to the other assets
and liabilities arising as a result of changes in the exchange rate.

FUTURES CONTRACTS: A futures contract is an agreement between two parties to
buy and sell a security at a set price on a future date. Upon entering into such
a contract the Trust is required to pledge to the broker an amount of cash or
U.S. government securities equal to the minimum "initial margin" requirements of
the exchange on which the futures contract is traded. The contract amount
reflects the extent of a portfolio's exposure in these financial instruments. A
portfolio's participation in the futures markets involves certain risks,
including imperfect correlation between movements in the price of futures
contracts and movements in the price of the securities hedged or used for cover.
The Trust's activities in the futures contracts are conducted through regulated
exchanges which do not result in counterparty credit risks. Pursuant to a
contract, the portfolios agree to receive from or pay to the broker an amount of
cash equal to the daily fluctuation in value of the contract. Such receipts or
payments are known as "variation margin" and are recorded by the portfolios as
unrealized appreciation or depreciation. When a contract is closed, the
portfolios record a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the time it was
closed.

SECURITIES TRANSACTIONS, DIVIDENDS, INVESTMENT INCOME AND EXPENSES: As is
customary in the mutual fund industry, securities transactions are accounted for
on the date the securities are purchased or sold. Interest income is accrued
daily except when collection is not expected. Dividend income and distributions
to shareholders are recorded on the ex-dividend date except for certain
dividends from foreign securities, which are recorded as soon as the Trust is
informed after the ex-dividend date. The Trust amortizes premiums and accretes
discounts on fixed income securities, as well as those original issue discounts
for which amortization is required for federal income tax purposes; gains and
losses realized upon the sale of such securities are based on their identified
cost. Portfolios which earn foreign income and capital gains may be subject to
foreign withholding taxes at various rates.

The Fund records dividends and distributions to its shareholders on the
ex-dividend date. The amount of dividends and distributions from net investment
income and net realized capital gains are determined and presented in accordance
with federal income tax regulations, which may differ from generally accepted
accounting principles. These "book/tax" differences are either considered
temporary or permanent in nature. To the extent these differences are permanent
in nature, such amounts are reclassified within the capital accounts based on
their federal tax-basis treatment; temporary differences do not require
reclassification. Dividends and distributions which exceed net investment income
and net realized capital gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income or
distributions in excess of net realized capital gains. To the extent
distributions exceed current and accumulated earnings and profits for federal
income tax purposes, they are reported as distributions of paid-in capital.

Common expenses incurred by the Trust are allocated among the portfolios based
upon relative net assets. In all other respects, expenses are charged to each
series as incurred on a specific identification basis.

STATEMENT OF POSITION 93-2: In accordance with the requirements of Statement
of Position 93-2 Determination, Disclosure, and Financial Statement Presentation
of Income, Capital Gain, and Return of Capital Distributions by Investment
Companies permanent book-tax differences relating to shareholder distributions
have been reclassified to paid-in-capital. Net investment income/loss, net
realized gain/loss, and net assets were not affected by this change.

For the year ended November 30, 1995, the reclassification arising from
book/tax differences resulted in increases (decreases) to the components of net
assets as follows:
<TABLE>
<CAPTION>
ACCUMULATED ACCUMULATED
UNDISTRIBUTED NET UNDISTRIBUTED NET
INVESTMENT INCOME/(LOSS) REALIZED GAIN/(LOSS) PAID-IN CAPITAL
----------------------------------------------------------------------
<S> <C> <C> <C>
Fixed Income....................................... $ (1,851) $ 1,851 $ --
Global Bond........................................ 1,300,053 (1,271,117) (28,936)
Growth/Phoenix Investment Counsel.................. 701 (701) --
Provident Growth................................... 51,656 -- (51,656)
Global Equities.................................... 676,961 (676,961) --
International Diversified Equities................. (506,037) 506,037 --
</TABLE>

3. JOINT REPURCHASE AGREEMENT ACCOUNT: The Cash Management Portfolio along with
other affiliated registered investment companies, transfers uninvested cash
balances into a single joint account, the daily aggregate balance of which is
invested in one or more repurchase agreements collateralized by U.S. Treasury or
federal agency obligations. As of November 30, 1995, the Cash Management
Portfolio had a 0.9% undivided interest, which represented $973,000 in principal
amount in a repurchase agreement in the joint account. As of such date, the
repurchase agreement in the joint account and the collateral therefor was as
follows:

---------------------
77
<PAGE> 79

Yamaichi International (America), Inc. Repurchase Agreement, 5.91% dated
11/30/95, in the principal amount of $109,857,000 repurchase price $109,875,035
due 12/1/95 collateralized by $50,000,000 U.S. Treasury Bonds 7.25% due 8/15/22;
$39,550,000 U.S. Treasury Bonds 7.25% due 8/15/22 and $8,095,000 U.S. Treasury
Bonds 8.125% due 8/15/19, approximate aggregate value $114,116,023.

4. FEDERAL INCOME TAXES: The Trust intends to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and
distribute all of its taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal tax provision is
required.

The amounts of aggregate unrealized gain (loss) and the cost of investment
securities, including short-term securities, were as follows:
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE UNREALIZED CAPITAL
UNREALIZED UNREALIZED GAIN/(LOSS) COST OF CAPITAL LOSS LOSS
GAIN (LOSS) NET INVESTMENTS CARRYOVER* UTILIZED
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash Management......................... $ 22,796 $ (19,722) $ 3,074 $93,678,239 $ -- $ 527
Fixed Income............................ 523,918 (49,521) 474,397 36,645,552 291,703 503,104
Global Bond............................. 1,062,262 (189,241) 873,021 59,621,563 889,577 1,582,879
High-Yield Bond......................... 2,970,068 (2,332,406) 637,662 76,997,553 9,010,069 --
Worldwide High Income................... 688,226 (314,837) 373,389 21,780,298 -- --
Balanced/Phoenix Investment Counsel..... 2,077,243 (116,901) 1,960,342 32,686,400 -- --
Asset Allocation........................ 18,243,650 (920,945) 17,322,705 196,297,944 -- --
Growth-Income........................... 26,484,213 (2,175,094) 24,309,119 153,225,264 -- 198,016
Alliance Growth......................... 21,936,834 (1,733,725) 20,203,109 147,423,255 -- --
Growth/Phoenix Investment Counsel**..... 18,342,283 (1,868,784) 16,473,499 135,014,489 -- 7,941,298
Provident Growth........................ 30,335,810 (2,288,369) 28,047,441 86,022,759 3,161,237 23,425
Venture Value........................... 16,036,378 (835,255) 15,201,123 141,738,345 -- --
Global Equities***...................... 15,559,437 (4,898,890) 10,660,547 158,082,695 -- --
International Diversified Equities...... 2,250,789 (1,433,565) 817,224 46,809,792 211,683 --
</TABLE>

* Expire 2002 - 2003

** Post 10/31 Capital Loss Deferrals: Alliance Growth $12,517; Growth/Phoenix
Investment Counsel $96,044

*** Post 10/31 Currency Loss Deferrals: Global Equities $313,344

5. MANAGEMENT OF THE TRUST: SunAmerica Asset Management Corp. ("SAAMCo" or the
"Adviser"), an indirect wholly owned subsidiary of the Life Company, serves as
investment adviser for all the portfolios of the Trust. The Trust, on behalf of
each Portfolio, entered into an Investment Advisory and Management Agreement
(the "Agreement") with SAAMCo to handle the Trust's day-to-day affairs. It is
the responsibility of the Adviser and for certain Portfolios pursuant to
Subadvisory Agreements described below, the subadvisers, to make investment
decisions for the Portfolios and to place the purchase and sale orders for the
Portfolio transactions. Such orders may be directed to any broker including, in
the manner and to the extent permitted by applicable law, affiliates of the
Adviser or a subadviser. The Agreement provides that SAAMCo shall administer the
Trust's business affairs; furnish offices, necessary facilities and equipment;
provide clerical, bookkeeping and administrative services; and permit any of its
officers or employees to serve, without compensation, as trustees or officers of
the Trust, if duly elected to such positions. There is no subadviser for the
High-Yield Bond Portfolio or the Cash Management Portfolio, and SAAMCo,
therefore, performs all investment advisory services for these Portfolios. The
term "Assets" means the average daily net assets of the portfolios.

- ---------------------
78
<PAGE> 80

The Trust pays SAAMCo a monthly fee calculated daily at the following annual
percentages of each Portfolio's Assets:
<TABLE>
<CAPTION>
MANAGEMENT
PORTFOLIO ASSETS FEES
- ---------------------------------------------------------
<S> <C> <C>
Cash Management $0--$100 million 0.55%
> $100 million 0.50%
> $300 million 0.45%
Fixed Income $0--$ 50 million 0.70%
> $ 50 million 0.60%
> $150 million 0.55%
> $250 million 0.50%
Global Bond- $0--$ 50 million 0.75%
Asset Allocation > $ 50 million 0.65%
> $150 million 0.60%
> $250 million 0.55%
High-Yield Bond $0--$ 50 million 0.70%
> $ 50 million 0.65%
> $150 million 0.60%
> $250 million 0.55%
Worldwide High > $ 0 1.00%
Income- International
Diversified Equities

<CAPTION>
MANAGEMENT
PORTFOLIO ASSETS FEES
- ---------------------------------------------------------
<S> <C> <C>
Balanced/Phoenix $0--$ 50 million 0.70%
Investment Counsel- > $ 50 million 0.65%
Growth-Income- > $150 million 0.60%
Alliance Growth- > $300 million 0.55%
Growth/Phoenix > $500 million 0.50%
Investment Counsel
Provident Growth $0--$ 50 million 0.85%
> $ 50 million 0.80%
> $150 million 0.70%
> $250 million 0.65%
> $350 million 0.60%
Venture Value $0--$100 million 0.80%
> $100 million 0.75%
> $500 million 0.70%
Global Equities $0--$ 50 million 0.90%
> $ 50 million 0.80%
> $150 million 0.70%
> $300 million 0.65%
</TABLE>

The organizations described below act as subadvisers to the Trust and certain
of its Portfolios pursuant to Subadvisory Agreements with SAAMCo. Under the
Subadvisory Agreements, the subadvisers manage the investment and reinvestment
of the assets of the respective Portfolios for which they are responsible. Each
of the subadvisers is independent of SAAMCo and discharges it responsibilities
subject to the policies of the Trustees and the oversight and supervision of
SAAMCo, which pays the subadvisers' fees.

Alliance Capital Management L.P. serves as subadviser for the Global Equities,
Alliance Growth and Growth-Income Portfolios; Phoenix Investment Counsel, Inc.
serves as subadviser for the Growth/Phoenix Investment Counsel and Balanced/
Phoenix Investment Counsel Portfolios; Provident Investment Counsel serves as
subadviser for the Provident Growth Portfolio; Goldman Sachs Asset Management, a
separate operating division of Goldman Sachs & Co., serves as subadviser for the
Asset Allocation and Fixed Income Portfolios; Goldman Sachs Asset Management
International, an affiliate of Goldman, Sachs & Co., serves as subadviser for
the Global Bond Portfolio; Davis Selected Advisers L.P. serves as subadviser for
the Venture Value Portfolio and Morgan Stanley Asset Management, Inc., a wholly
owned subsidiary of Morgan Stanley Group, Inc., serves as subadviser for the
International Diversified Equities and Worldwide High Income Portfolios.

The portion of the investment advisory fees received by SAAMCo which are paid
to subadvisers are as follows:
<TABLE>
<CAPTION>
MANAGEMENT
PORTFOLIO ASSETS FEES
- ---------------------------------------------------------
<S> <C> <C>
Fixed Income $0--$ 50 million 0.35%
> $ 50 million 0.25%
> $150 million 0.20%
> $250 million 0.15%
Global Bond- $0--$ 50 million 0.40%
Asset Allocation > $ 50 million 0.30%
> $150 million 0.25%
> $250 million 0.20%
Worldwide High Income- $0--$350 million 0.65%
International Diversified > $350 million 0.60%
Equities
Balanced/Phoenix $0--$ 50 million 0.35%
Investment Counsel- > $ 50 million 0.30%
Growth-Income- > $150 million 0.25%
Alliance Growth- > $300 million 0.20%
Growth/Phoenix > $500 million 0.15%
Investment Counsel

<CAPTION>
MANAGEMENT
PORTFOLIO ASSETS FEES
- ---------------------------------------------------------
<S> <C> <C>
Provident Growth $0--$ 50 million 0.50%
> $ 50 million 0.45%
> $150 million 0.35%
> $250 million 0.30%
> $350 million 0.25%
Venture Value $0--$100 million 0.45%
> $100 million 0.40%
> $500 million 0.35%
Global Equities $0--$ 50 million 0.50%
> $ 50 million 0.40%
> $150 million 0.30%
> $300 million 0.25%
</TABLE>

---------------------

79
<PAGE> 81

Effective November 1, 1994, SAAMCo has voluntarily agreed to reimburse
expenses in excess of the following percentages of average daily net assets (the
voluntary reimbursement can be retracted by SAAMCo at any time): Cash Management
Portfolio -- 0.85%, Fixed Income Portfolio -- 1.00%, Global Bond
Portfolio -- 1.35%, High-Yield Bond Portfolio -- 0.95%, Worldwide High Income
Portfolio -- 1.60%, Balanced/Phoenix Investment Counsel Portfolio -- 1.00%,
Asset Allocation Portfolio -- 0.99%, Growth-Income Portfolio -- 0.95%, Alliance
Growth Portfolio -- 0.95%, Growth/Phoenix Investment Counsel Portfolio -- 0.95%,
Provident Growth Portfolio -- 1.10%, Venture Value Portfolio -- 1.10%, Global
Equities Portfolio -- 1.50%, and International Diversified Equities
Portfolio -- 1.70%.

The impact of such expense reimbursements is reflected in the Statement of
Operations under the caption "expenses reimbursed by the investment adviser."

6. ORGANIZATIONAL EXPENSES: Costs incurred by the Adviser in connection with
the organization and registration of the Trust amounted to $204,704.
Organizational expenses are amortized on a straight line basis by each portfolio
of the Trust over the period of benefit not to exceed 60 months from the date
the respective portfolio commenced operations.

7. PURCHASES AND SALES OF SECURITIES: Information with respect to purchases and
sales of long-term securities for the year ended November 30, 1995, was as
follows:
<TABLE>
<CAPTION>
BALANCED/
PHOENIX
CASH FIXED GLOBAL HIGH-YIELD WORLDWIDE INVESTMENT ASSET
MANAGEMENT INCOME BOND BOND HIGH INCOME COUNSEL ALLOCATION
-------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases of portfolio
securities............... $ -- $95,415,175 $147,006,289 $138,372,345 $34,007,548 $42,473,080 $352,141,835
Sales of portfolio
securities.............. -- 83,064,458 139,091,866 112,918,160 22,644,456 17,985,029 289,092,283
U.S. government securities
included above were as
follows:
Purchases of U.S.
government securities... -- 84,337,477 35,433,750 2,066,875 -- 10,425,314 212,592,167
Sales of U.S. government
securities.............. -- 77,785,099 32,063,008 2,073,125 -- 2,906,986 208,376,436
</TABLE>
<TABLE>
<CAPTION>
GROWTH/PHOENIX INTERNATIONAL
GROWTH- ALLIANCE INVESTMENT PROVIDENT VENTURE GLOBAL DIVERSIFIED
INCOME GROWTH COUNSEL GROWTH VALUE EQUITIES EQUITIES
--------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases of portfolio
securities............... $124,599,274 $200,738,953 $274,196,262 $63,822,191 $130,191,861 $150,853,413 $46,462,123
Sales of portfolio
securities.............. 67,344,207 127,900,774 252,237,605 46,951,215 10,487,423 144,012,195 13,564,536
U.S. government securities
included above were as
follows:
Purchases of U.S.
government securities... -- -- -- -- -- -- --
Sales of U.S. government
securities.............. -- -- -- -- -- -- --
</TABLE>

- ---------------------

80
<PAGE> 82

8. TRANSACTIONS WITH AFFILIATES: The following portfolio incurred brokerage
commissions with an affiliated broker:

<TABLE>
<CAPTION>
GOLDMAN
SACHS & CO.
-----------
<S> <C>
Fixed Income............................................................... $ 562
Asset Allocation........................................................... 35,946
</TABLE>

9. FINANCIAL INVESTMENTS WITH OFF-BALANCE SHEET RISK: At November 30, 1995,
Global Bond, Global Equities and International Diversified Equities Portfolios
had outstanding forward foreign currency exchange contracts ("forward
contracts") in order to hedge against changes in future foreign exchange rates
and enhance return. Forward contracts involve elements of market risk in excess
of the amount reflected in the Statement of Assets and Liabilities. The Trust
bears the risk of an unfavorable change in the foreign exchange rate underlying
the forward contract.

10. COMMITMENTS AND CONTINGENCIES: The High-Yield Bond Portfolio has
established an uncommitted line of credit with State Street Bank and Trust
Company with interest payable at Federal Funds rate plus 125 basis points.
Borrowings under the line of credit will commence when the Fund's cash shortfall
exceeds $100,000. The High-Yield Bond Portfolio periodically utilized the
uncommitted line of credit and incurred an interest expense of $2,898 for the
year ended November 30, 1995.

---------------------

81
<PAGE> 83

- ---------------------

SUNAMERICA SERIES TRUST
FINANCIAL HIGHLIGHTS*

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Management Portfolio
2/9/93-
11/30/93 $ 10.00 $ 0.19 $ 0.01 $ 0.20 $ -- $ -- $ 10.20 2.00%
11/30/94 10.20 0.38 (0.02) 0.36 (0.09) -- 10.47 3.51
11/30/95 10.47 0.56 0.01 0.57 (0.34) -- 10.70 5.59
Fixed Income Portfolio
7/1/93-
11/30/93 10.00 0.14 0.05 0.19 -- -- 10.19 1.90
11/30/94 10.19 0.52 (0.87) (0.35) (0.05) (0.04) 9.75 (3.41)
11/30/95 9.75 0.60 1.00 1.60 (0.53) -- 10.82 17.01
Global Bond Portfolio
7/1/93-
11/30/93 10.00 0.13 0.17 0.30 -- -- 10.30 3.00
11/30/94 10.30 0.53 (0.86) (0.33) (0.09) (0.05) 9.83 (3.18)
11/30/95 9.83 0.60 0.97 1.57 (0.38) -- 11.02 16.40
High-Yield Bond Portfolio
2/9/93-
11/30/93 10.00 0.76 0.36 1.12 -- -- 11.12 11.20
11/30/94 11.12 1.20 (1.65) (0.45) (0.29) (0.06) 10.32 (4.26)
11/30/95 10.32 1.11 0.12 1.23 (1.02) -- 10.53 12.64
Worldwide High Income Portfolio
10/28/94-
11/30/94 10.00 0.04 (0.09) (0.05) -- -- 9.95 (0.50)
11/30/95 9.95 1.10 0.47 1.57 (0.10) -- 11.42 16.02
Balanced/Phoenix Investment Counsel Portfolio
10/28/94-
11/30/94 10.00 0.04 (0.08) (0.04) -- -- 9.96 (0.40)
11/30/95 9.96 0.34 2.23 2.57 (0.05) -- 12.48 25.89
Asset Allocation Portfolio
7/1/93-
11/30/93 10.00 0.08 0.28 0.36 -- -- 10.36 3.60
11/30/94 10.36 0.29 (0.25) 0.04 (0.05) (0.03) 10.32 0.30
11/30/95 10.32 0.42 2.24 2.66 (0.20) (0.04) 12.74 26.10
</TABLE>

RATIO OF
NET NET
ASSETS RATIO OF INVESTMENT
END OF EXPENSES INCOME
PERIOD PERIOD TO AVERAGE TO AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS NET ASSETS TURNOVER
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash Mana
2/9/93-
11/30/93 $ 24,603 0.71%+++ 2.53%+++ --%
11/30/94 89,098 0.70++ 3.73++ --
11/30/95 90,731 0.67 5.32 --
Fixed Inc
7/1/93-
11/30/93 11,667 0.94+++ 3.92+++ 208
11/30/94 15,869 0.94++ 5.21++ 419
11/30/95 29,475 0.96++ 5.93++ 412
Global Bo
7/1/93-
11/30/93 25,010 1.35+++ 3.56+++ 84
11/30/94 44,543 1.06 5.29 347
11/30/95 59,759 0.95 5.89 339
High-Yiel
2/9/93-
11/30/93 41,851 0.94+++ 9.43+++ 229
11/30/94 55,803 0.92++ 11.07++ 225
11/30/95 82,174 0.80 10.80 174
Worldwide
10/28/94-
11/30/94 10,478 1.60+++ 4.48+++ 2
11/30/95 21,515 1.30 10.46 176
Balanced/
10/28/94-
11/30/94 1,516 1.00+++ 4.25+++ 10
11/30/95 32,429 0.98++ 3.08++ 153
Asset All
7/1/93-
11/30/93 35,590 0.99+++ 2.33+++ 71
11/30/94 106,856 0.94++ 2.71++ 152
11/30/95 199,836 0.81 3.62 207
</TABLE>

* Calculated based upon average shares outstanding
** After fee waivers and expense reimbursements by the investment adviser
+ Annualized
++ During the periods ended November 30, 1993, November 30, 1994 and
November 30, 1995, the investment adviser waived a portion of or all
fees and assumed a portion of or all expenses for the portfolios. If all
fees and expenses had been incurred by the portfolios, the ratio of
expenses to average net assets and the ratio of net investment income to
average net assets would have been as follows:

<TABLE>
<CAPTION>
EXPENSES NET INVESTMENT INCOME (LOSS)
---------------------------------- ----------------------------------
11/30/93 11/30/94 11/30/95 11/30/93 11/30/94 11/30/95
---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash Management Portfolio........................... 1.10% 0.78% 0.67% 2.14% 3.65% 5.32%
Fixed Income Portfolio.............................. 1.81 1.09 0.97 3.05 5.06 5.92
Global Bond Portfolio............................... 1.81 1.06 0.95 3.10 5.29 5.89
High-Yield Bond Portfolio........................... 1.29 0.93 0.80 9.08 11.06 10.80
Worldwide High Income Portfolio..................... -- 2.26 1.30 -- 3.82 10.46
Balanced/Phoenix Investment Counsel Portfolio....... -- 6.82 1.11 -- (1.57) 2.95
Asset Allocation Portfolio.......................... 1.67 0.94 0.81 1.65 2.71 3.62
</TABLE>

See Notes to Financial Statements

- ---------------------
82
<PAGE> 84

- ---------------------

SUNAMERICA SERIES TRUST
FINANCIAL HIGHLIGHTS* -- (CONTINUED)

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET
NET REALIZED DIVIDENDS DIVIDENDS
ASSET NET & TOTAL DECLARED FROM NET
VALUE INVEST- UNREALIZED FROM FROM NET REALIZED NET ASSET
BEGINNING MENT GAIN (LOSS) INVEST- INVEST- GAIN ON VALUE
PERIOD OF INCOME ON MENT MENT INVEST- END OF TOTAL
ENDED PERIOD (LOSS)** INVESTMENTS OPERATIONS INCOME MENTS PERIOD RETURN
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth-Income Portfolio
2/9/93-
11/30/93 $ 10.00 $ 0.12 $ 0.49 $ 0.61 $ -- $ -- $ 10.61 6.10%
11/30/94 10.61 0.13 (0.36) (0.23) (0.04) (0.01) 10.33 (2.20)
11/30/95 10.33 0.17 3.31 3.48 (0.10) -- 13.71 33.89
Alliance Growth Portfolio
2/9/93-
11/30/93 10.00 0.05 0.87 0.92 -- -- 10.92 9.20
11/30/94 10.92 0.04 (0.14) (0.10) (0.01) (0.17) 10.64 (0.93)
11/30/95 10.64 0.07 5.08 5.15 (0.03) (0.13) 15.63 48.91
Growth/Phoenix Investment Counsel Portfolio
2/9/93-
11/30/93 10.00 0.17 0.61 0.78 -- -- 10.78 7.80
11/30/94 10.78 0.16 (0.87) (0.71) (0.06) -- 10.01 (6.64)
11/30/95 10.01 0.12 3.14 3.26 (0.13) -- 13.14 32.92
Provident Growth Portfolio
2/9/93-
11/30/93 10.00 0.02 0.02 0.04 -- -- 10.04 0.40
11/30/94 10.04 0.03 (0.01) 0.02 (0.01) -- 10.05 0.19
11/30/95 10.05 (0.01) 3.09 3.08 (0.03) -- 13.10 30.66
Venture Value Portfolio
10/28/94-
11/30/94 10.00 0.03 (0.25) (0.22) -- -- 9.78 (2.20)
11/30/95 9.78 0.17 3.55 3.72 (0.03) -- 13.47 38.17
Global Equities Portfolio
2/9/93-
11/30/93 10.00 0.03 0.96 0.99 -- -- 10.99 9.90
11/30/94 10.99 0.05 0.71 0.76 (0.01) (0.07) 11.67 6.87
11/30/95 11.67 0.12 1.64 1.76 (0.08) (0.29) 13.06 15.58
International Diversified Equities Portfolio
10/28/94-
11/30/94 10.00 0.01 (0.23) (0.22) -- -- 9.78 (2.20)
11/30/95 9.78 0.07 0.38 0.45 (0.08) -- 10.15 4.63

</TABLE>

RATIO OF
NET NET
ASSETS RATIO OF INVESTMENT
END OF EXPENSES INCOME
PERIOD PERIOD TO AVERAGE TO AVERAGE PORTFOLIO
ENDED (000'S) NET ASSETS NET ASSETS TURNOVER
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth-In
2/9/93-
11/30/93 $ 45,080 0.82%+++ 1.59%+++ 27%
11/30/94 84,899 0.81++ 1.26++ 59
11/30/95 171,281 0.77 1.42 59
Alliance
2/9/93-
11/30/93 23,256 0.82+++ 0.61+++ 73
11/30/94 53,213 0.82++ 0.37++ 146
11/30/95 167,870 0.79 0.51 138
Growth/Ph
2/9/93-
11/30/93 65,032 0.82+++ 2.20+++ 165
11/30/94 104,194 0.81++ 1.52++ 211
11/30/95 149,910 0.76 1.01 229
Provident
2/9/93-
11/30/93 42,911 0.97+++ 0.32+++ 40
11/30/94 75,342 0.96++ 0.31++ 54
11/30/95 115,276 0.93 (0.05) 52
Venture V
10/28/94-
11/30/94 4,449 1.10+++ 3.93+++ --
11/30/95 154,908 1.00++ 1.43++ 18
Global Eq
2/9/93-
11/30/93 43,737 1.50+++ 0.38+++ 58
11/30/94 136,758 1.28 0.42 67
11/30/95 165,752 1.14 1.02 106
Internati
10/28/94-
11/30/94 12,438 1.70+++ 1.60+++ --
11/30/95 48,961 1.70++ 0.76++ 52
</TABLE>

* Calculated based upon average shares outstanding

** After fee waivers and expense reimbursements by the investment adviser

+ Annualized

++ During the periods ended November 30, 1993, November 30, 1994 and
November 30, 1995, the investment adviser waived a portion of or all
fees and assumed a portion of or all expenses for the portfolios. If all
fees and expenses had been incurred by the portfolios, the ratio of
expenses to average net assets and the ratio of net investment income to
average net assets would have been as follows:

<TABLE>
<CAPTION>
EXPENSES NET INVESTMENT INCOME (LOSS)
---------------------------------- ----------------------------------
11/30/93 11/30/94 11/30/95 11/30/93 11/30/94 11/30/95
---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Growth-Income Portfolio............................. 1.40% 0.89% 0.77% 1.01% 1.18% 1.42%
Alliance Growth Portfolio........................... 1.56 0.96 0.79 (0.13) 0.23 0.51
Growth/Phoenix Investment Counsel Portfolio......... 1.28 0.87 0.76 1.74 1.46 1.01
Provident Growth Portfolio.......................... 1.46 1.05 0.93 (0.17) 0.22 (0.05)
Venture Value Portfolio............................. -- 3.89 1.02 -- 1.14 1.41
Global Equities Portfolio........................... 2.52 1.28 1.14 (0.64) 0.42 1.02
International Diversified Equities Portfolio........ -- 3.50 2.09 -- (0.20) 0.37
</TABLE>

See Notes to Financial Statements

---------------------

83
<PAGE> 85

- ---------------------

SUNAMERICA SERIES TRUST
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of SunAmerica Series Trust

In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolios, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Cash Management Portfolio,
Fixed Income Portfolio, Global Bond Portfolio, High-Yield Bond Portfolio,
Worldwide High Income Portfolio, Balanced/Phoenix Investment Counsel Portfolio,
Asset Allocation Portfolio, Growth-Income Portfolio, Alliance Growth Portfolio,
Growth/Phoenix Investment Counsel Portfolio, Provident Growth Portfolio, Venture
Value Portfolio, Global Equities Portfolio and International Diversified
Equities Portfolio (constituting SunAmerica Series Trust, hereafter referred to
as the "Fund") at November 30, 1995, the results of each of their operations for
the year then ended, the changes in each of their net assets for each of the two
years in the period then ended and the financial highlights for each of the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
November 30, 1995 by correspondence with the custodian and brokers and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York
January 16, 1996

- ---------------------

84
<PAGE> 86

- ---------------------

COMPARISONS: PORTFOLIOS VS. INDEXES

The following graphs compare the performance of a $10,000
investment in the SunAmerica Series Trust portfolios (with the
exception of Cash Management) to a $10,000 investment in a
securities index. Following each graph is a discussion of
portfolio performance and factors affecting it over the last
year.

THESE GRAPHS AND TABLES SHOW THE PERFORMANCE OF THE PORTFOLIOS AT
THE SUNAMERICA SERIES TRUST LEVEL AND INCLUDE ALL TRUST EXPENSES
BUT NO INSURANCE COMPANY EXPENSES ASSOCIATED WITH THE VARIABLE
ANNUITY AND NO CONTINGENT DEFERRED SALES CHARGE. NO EXPENSES ARE
DEDUCTED FROM THE PERFORMANCE OF THE INDEXES. ALL DIVIDENDS ARE
ASSUMED TO BE REINVESTED.

CASH MANAGEMENT

SunAmerica Asset Management Corp.

The Cash Management Portfolio performed particularly well during
the last half of 1995. Yield on short-term obligations in the
portfolio dropped as a result of the Federal Reserve's rate
reduction in July. This easing on monetary policy was initiated
in response to the overall slowing of the economy and more
conservative spending by consumers.

The average days to maturity of the Cash Management Portfolio is
targeted for 50 days, consistent with the Donaghue Average. The
one-year total return as of 11/30/95 was 5.59%. SunAmerica Asset
Management continues to focus on securities that represent good
relative value and are highly liquid.

Looking ahead, SunAmerica Asset Management believes the economy
will continue to expand at a moderate Gross Domestic Product rate
of 2.0% to 2.5% in 1996. With no inflationary pressures on the
horizon, it is likely that the Fed may continue to lower short
term rates in the immediate future.

---------------------

85
<PAGE> 87
Goldman Sachs Asset Management Company

Fixed Income Portfolio

<TABLE>
<CAPTION>
---------------------------------
Fixed Lehman Fixed Income Portfolio
Income Brothers Average Annual Total Returns
Portfolio Aggregate* as of 11/30/95
--------- ---------- ---------------------------------
<S> <C> <C> <C> <C>
7/1 10,000 10,000 1-year 17.01%
8/31 10,200 10,231 Since Inception (7/1/93) 6.01%
11/30 10,190 10,209 ---------------------------------
2/28 10,180 10,222
5/31 9,843 9,888
8/31 10,014 10,075 *The Lehman Brothers Aggregate
11/30 9,843 9,896 Index combines several Lehman
2/28 10,337 10,404 Brothers fixed-income indexes to
5/31 10,942 11,024 give a broad view of the bond
8/31 11,112 11,215 market--70% reflects the
11/30 11,517 11,643 Government/Corporate Bond Index,
29% reflects the Mortgage-Backed
Securities Index and 1% reflects
the Asset-Backed Securities Index.
</TABLE>
For the twelve-month period ended November 30, 1995, the Fixed
Income Portfolio returned 17.01% versus 17.65% for the benchmark,
Lehman Brothers Aggregate Index.

The portfolio sought to gain incremental value through sector
allocation and security selection rather than taking views on the
direction of interest rates. The portfolio continued to closely
match the benchmark's duration of 4.6 to 4.7 years. Over the
period, the portfolio benefited from the incremental yields earned
by the emerging market debt and corporate bonds held.
Unfortunately, the slight overweighting in mortgages proved to be
a disappointing strategy.

Presently, Goldman Sachs Asset Management Company has a cautiously
optimistic outlook. General fundamentals remain reasonably good
and technicals are being supported by cash coming from other
markets (such as mortgages). Goldman Sachs is looking for modest
spread tightening, especially in industrials; and they continue to
look for investment opportunities.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

<PAGE> 88
Goldman Sachs Asset Management Company

Global Bond Portfolio

<TABLE>
<CAPTION>
-------------------------------------------
Global Bond JP Morgan Global |Global Bond Portfolio |
Portfolio Gov't Bond* |Average Annual Total Returns as of 11/30/95|
----------- ---------------- -------------------------------------------
<S> <C> <C> | <C> <C> |
7/1 10,000 10,000 | 1-year 16.40% |
8/31 10,200 10,296 | Since Inception (7/1/93) 6.36% |
11/30 10,300 10,324 -------------------------------------------
2/28 10,190 10,413
5/31 9,942 10,270
8/31 9,930 10,463
11/30 9,973 10,746 *The JP Morgan Global Government Bond
2/28 10,297 11,086 Portfolio Index tracks the performance
5/31 10,965 11,802 of bonds throughout the world, includ-
8/31 11,102 12,007 ing issues from Europe, Australia,
11/30 11,608 12,548 the Far East and the United States.

</TABLE>

For the twelve-month period ended November 30, 1995, the Global
Bond Portfolio returned 16.40%, versus 16.77% for the benchmark,
JP Morgan Global Government Bond Index.

The U.S. market, as well as other Dollar bloc countries, provided
the portfolio with strong performances. U.S. 10-year bonds rallied
over 50 basis points to finish the period at 5.75%, and the
Canadian market has rebounded well after the Quebec referendum. In
Europe, Germany posted positive returns, but underperformed other
countries such as Denmark, Spain, and France. The Japanese bond
market was the worst performing market in local currency terms.

Going forward, Goldman Sachs Asset Management has increased the
portfolio duration to 4.9 years, reduced exposure to the Japanese
bond market, and re-established a New Zealand bond holding.
Goldman Sachs continued to reduce the portfolio's exposure to the
Japanese bond market in favor of Europe, particularly in Denmark
and France. The other significant change was a reduced exposure to
the UK Gilt market.

One major change in Goldman Sachs' outlook applies to European
markets. The fiscal tightening in Europe is having a further
dampening effect on activity and the manager believes that this
will lead to continued lower short-term interest rates, especially
in core markets.

The graphs represent past performance, which is not indicative of
future results.

---------------------

87
<PAGE> 89
SunAmerica Asset Management Corp.

High-Yield Bond Portfolio

<TABLE>
<CAPTION>
---------------------------------
High-Yield High-Yield Bond Portfolio
Bond Merrill Lynch Average Annual Total Returns
Portfolio High-Yield Master* as of 11/30/95
---------- ------------------ ---------------------------------
<S> <C> <C> <C> <C>
2/9 10,000 10,000 1-year 12.64%
2/28 10,140 10,189 Since Inception (2/9/93) 6.68%
5/31 10,490 10,581 ---------------------------------
8/31 10,810 10,999
11/30 11,120 11,318 *The Merrill Lynch High-Yield
2/28 11,540 11,626 Master Index includes publicly
5/31 10,884 11,250 placed, nonconvertible, coupon-
8/31 10,760 11,449 bearing U.S. domestic debt with a
11/30 10,647 11,376 maturity of at least one year.
2/28 11,070 12,028 Par amounts of all issues at the
5/31 11,651 12,870 beginning and ending of each
8/31 11,583 13,196 reporting period must be at least
11/30 11,993 13,573 $10,000. Issues included in the
index must have a rating that is
less than investment grade but
not in default.

</TABLE>

For the twelve-month period ended November 30, 1995, the
High-Yield Bond Portfolio returned 12.64%, versus 19.31% for the
benchmark, Merrill Lynch High-Yield Master Index. The high-yield
bond market enjoyed a sustained rally in 1995, nonetheless lagging
the performance results of both the Treasury and investment grade
corporate securities markets. Although all credit rating
classifications of the high-yield bond market participated in the
rally, the bulk of the advance was registered in the upper tier of
the market, credits rated "BB-" or better by Standard & Poor's
Corporation or "Ba3" or better by Moody's Investors Service, Inc.

The High-Yield Bond Portfolio lagged over the past year due to its
underweighting of upper tier securities and the effects of
Bradlees Chapter 11 bankruptcy filing in June. In light of current
economic and market conditions, SunAmerica Asset Management Corp.
has taken steps to lower the portfolio's risk profile, and thus
seek to enhance its overall performance. Such measures include
lowering the portfolio's exposure to more speculative situations,
increasing its weighting of better quality securities, and raising
its exposure to industries such as health care, media and
communications.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

<PAGE> 90
Morgan Stanley Asset Management, Inc.

Worldwide High Income Portfolio

<TABLE>
<CAPTION>
-------------------------------------
World-Wide Lehman Worldwide High Income Portfolio
High Income Brothers Average Annual Total Returns
Portfolio Aggregate* as of 11/30/95
----------- --------- -------------------------------------
<S> <C> <C> <C> <C>
10/28 10,000 10,000 1-year 16.02%
2/28 9,856 10,513 Since Inception (10/28/94) 14.03%
5/31 10,775 11,140 -------------------------------------
8/31 11,190 11,332
11/30 11,544 11,765
*The Lehman Brothers Aggregate Index
combines several Lehman Brothers
fixed-income indexes to give a broad
view of the bond market--70% reflects
the Government/Corporate Bond Index,
29% reflects the Mortgage-Backed
Securities Index and 1% reflects the
</TABLE> Asset-Backed Securities Index.

For the twelve-month period ended November 30, 1995, the Worldwide
High Income Portfolio returned 16.02%, compared to 17.65% for the
benchmark, Lehman Brothers Aggregate Index. Morgan Stanley
continues to believe that emerging market fixed income offers
better value relative to U.S. high yield. As a result, the
portfolio has maintained approximately 74% of its weighting in
bonds of emerging countries, 24.8% in U.S. high yield, and 1.5% in
cash.

Emerging market debt continues to be buoyed by slow growth, low
inflation and a strong U.S. bond market. The positive environment
sparked by rising U.S. Treasury prices provided the fuel for new
money to go after higher yielding emerging market bonds,
particularly brady bonds. Morgan Stanley believes that emerging
debt prices, while staging a powerful rally since mid-March, have
further upside potential based on the simple but powerful
combination of extremely attractive valuations -- largely dollar
bonds yielding 12% to 18%, along with a sometimes fitful but
surely improving outlook for the world's major developing
countries.

The high yield portion of the portfolio has performed well
throughout 1995. Factors driving the performance include declining
Treasury bond rates and a climbing stock market. Bonds that have
performed best in this environment have included those with longer
maturities, thus high durations, and better quality bonds that
tend to be more sensitive to interest rate moves. Weaker
performing sectors have been lower quality bonds; bonds of
companies in more cyclical industries such as paper, steel and
auto-related; and the supermarket industry, which has generally
reported weak sales and earnings.

Some of the portfolio's high yield positions include Southland
Corporation, Six Flags, and Owens-Illinois. Southland Corp. is the
operator of Seven-Eleven stores across the country. Six Flags is
49% owned by Time Warner and the second largest theme park in the
country, behind Disneyland. Owens-Illinois is the leading
packaging company in the world, with profit margins far superior
to its competitors.

In total, the portfolio is invested in approximately fifteen high
yield companies. Morgan Stanley believes this is an adequate
number to give the portfolio good diversification. In addition,
the companies are in a variety of industries -- further protecting
the portfolio from surprises.

The graphs represent past performance, which is not indicative of
future results.

---------------------

<PAGE> 91
Phoenix Investment Counsel

Balanced/Phoenix Investment Counsel Portfolio

<TABLE>
<CAPTION>
Balanced Blended Index (Lehman ---------------------------------------------
Phoenix Brothers Aggregate Balanced/Phoenix Investment Counsel Portfolio
Portfolio & S&P 500)* Average Annual Total Returns as of 11/30/95
--------- --------------------- ---------------------------------------------
<S> <C> <C> <C> <C>
10/28 10,000 10,000 1-year 25.89%
2/28 10,509 10,639 Since Inception (10/28/94) 22.99%
5/31 11,112 11,473 ---------------------------------------------
8/31 11,755 11,935
11/30 12,539 12,661 *This blended index consists of 35% Lehman
Brothers Aggregate Index, 55% S&P 500 Index,
and 10% Treasury Bills. The Lehman Brothers
Aggregate Index combines several Lehman
Brothers fixed-income indexes to give a broad
view of the bond market -- 69% reflects the
Government/Corporate Bond Index, 29% reflects
the Mortgage-Backed Securities Index and 1.7%
reflects the Asset-Backed Securities Index. The
S&P 500 Index tracks the performance of 500
stocks representing a sampling of the largest
foreign and domestic stocks traded publicly in
the United States. Because it is market-weighted,
the index will reflect changes in larger companies
more heavily than those in smaller companies.
Treasury Bills are short-term securities with
maturities of one-year or less issued by the
U.S. Government.
</TABLE>

The Balanced/Phoenix Investment Counsel Portfolio posted a solid
return of 25.89% for the twelve-month period ended November 30,
1995, compared to 26.61% for the benchmark, a blended index of the
Lehman Brothers Aggregate, the S&P 500, and Treasury Bills.

Several factors led to the above average results for the period.
An increase in allocation to equities during the summer months
with focus on technology and finance-related stocks provided
incremental returns. In September, the portfolio was adjusted to
incorporate "strategy defense", consistent with our view towards a
trading range market for the balance of the calendar year. Profits
were taken in certain technology stocks, and consumer non-durables
were purchased along with a lineup of utility stocks. This
strategy was for the most part quite successful for the last three
months of the fiscal year. Bay Networks and Northland Cranberries
were two big gainers worth mentioning.

In addition, the fixed income portion was adjusted to increase
diversification through the investment in Non-Agency
Mortgage-Backed securities, both corporate and residential;
Municipal Bonds; as well as an initial purchase of investment
grade emerging market debt, Poland specifically. A longer duration
strategy was also imposed in the portfolio consistent with our
constructive view towards lower longer-term interest rates. The
asset allocation on November 30, 1995 was 51% equities, 37% bonds,
and 12% cash reserves.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

<PAGE> 92
Goldman Sachs Asset Management Company

Asset Allocation Portfolio

<TABLE>
<CAPTION> --------------------------------------
Asset Blended Index Asset Allocation Portfolio
Allocation (Lehman Brothers Average Annual Total Returns
Portfolio Aggregate & S&P 500)* as of 11/30/95
---------- --------------------- --------------------------------------
<S> <C> <C> <C> <C>
7/1 10,000 10,000 1-year 26.10%
8/31 10,250 10,296 Since Inception (7/1/93) 11.82%
11/30 10,360 10,308 --------------------------------------
2/28 10,800 10,425
5/31 10,522 10,191 *The blended index consists of 40%
8/31 10,955 10,571 Lehman Brothers Aggregate Index and
11/30 10,391 10,252 60% S&P 500 Index. The Lehman Brothers
2/28 11,177 10,964 Aggregate Index combines several
5/31 11,961 11,897 Lehman Brothers fixed-income indexes
8/31 12,620 12,404 to give a broad view of the bond
11/30 13,103 13,219 market--70% reflects the Government/
Corporate Bond Index, 29% reflects the
Mortgage-Backed Securities Index and
1% reflects the Asset-Backed Securities
Index. The S&P 500 Index tracks the
performance of 500 stocks representing
a sampling of the largest foreign and
domestic stocks traded publicly in the
United States. Because it is market-
weighted, the index will reflect
changes in larger companies more
heavily than those in smaller
companies.
</TABLE>

For the twelve-month period ended November 30, 1995, the Asset
Allocation Portfolio returned 26.10% versus 28.94% for the
benchmark, a blended index of the Lehman Brothers Aggregate and
the S&P 500.

The current weighting is 65% equities/35% fixed income securities,
slightly overweighted relative to the benchmark of 60%
equities/40% fixed income securities. Goldman Sachs contends that
both their growth and valuation models are bullish and justify the
additional weighting in stocks.

In the equity portion of the portfolio, McDonnell Douglas (2.0%),
Philip Morris (2.0%), and NationsBank (2.0%) all performed
strongly, as each increased over 20% during the period. However,
we were overweighted compared with the S&P 500 in the retail and
cyclical sectors, both of which were weak during the period.
Notably, cyclical holdings including Stone Container (1.8%) and
Ford (1.7%) fared poorly as investors worried about a possible
slowdown in the economy.

The fixed income portion of the portfolio currently matches the
index duration of 4.6 years, with a yield to maturity of 5.82%.
Presently, the manager's outlook for the corporate sector is
cautiously optimistic. General fundamentals remain reasonably good
and technicals are being supported by cash coming from other
markets (such as mortgages). Goldman Sachs is looking for modest
spread tightening, especially in industrials, and continues to
look for investment opportunities. Their outlook for the
Asset-Backed Security (ABS) market has improved to cautiously
optimistic. Over the last month, spreads in the sector widened as
the market experienced a record wave of new offerings and several
negative credit events.

The graphs represent past performance, which is not indicative of
future results.

---------------------

<PAGE> 93
Alliance Capital Management, L.P.

Growth-Income Portfolio

<TABLE>
<CAPTION>
-------------------------------------
Growth-Income Portfolio
Growth-Income Average Annual Total Returns
Portfolio S&P 500* as of 11/30/95
------------- -------- -------------------------------------
<S> <C> <C> <C> <C>
2/9 10,000 10,000 1-year 33.89%
2/28 9,970 9,915 Since Inception (2/9/93) 12.42%
5/31 10,190 10,144 -------------------------------------
8/31 10,630 10,517
11/30 10,610 10,551
2/28 10,730 10,743 *The S&P 500 Index tracks the performance
5/31 10,618 10,576 of 500 stocks representing a sampling
8/31 10,959 11,092 of the largest foreign and domestic
11/30 10,377 10,663 stocks traded publicly in the United
2/28 11,230 11,533 States. Because it is market-
5/31 12,141 12,713 weighted, the index will reflect
8/31 12,921 13,473 changes in larger companies more
11/30 13,894 14,606 heavily than those in smaller
companies.
</TABLE>

The Growth-Income Portfolio performed very well for the period
ended November 30, 1995, returning 33.89% compared to 36.98% for
the benchmark, S&P 500 Index. The portfolio's performance was
positively impacted by favorable stock selection in the financial
and healthcare sectors, as well as its underweighting in the
relatively weak energy sector. The performance was negatively
affected by unfavorable stock selection in technology.

Stocks contributing positively to the portfolio's overall
performance included Travelers (+43%), Monsanto (+40%), Eli Lilly
(+30%), Schering Plough (+47%), and United Healthcare (+68%).
Conversely, National Semiconductor (-15%), General Instrument
(-17%), Lowes (-10%), Atlantic Richfield (-4%), and Colgate
Palmolive (-4%), impacted negatively. The largest holdings were
AT&T, Philip Morris, Pepsico, Intel and Eli Lilly.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

<PAGE> 94
Alliance Capital Management, L.P.

Alliance Growth Portfolio

<TABLE>
<CAPTION>
Growth-Income Alliance Growth Portfolio
Portfolio Russell 1000 Growth* Average Annual Total Returns as of 11/30/95
------------- -------------------- -------------------------------------------
<S> <C> <C> <C> <C>
2/9 10,000 10,000 1-year 48.91%
2/28 9,870 9,830 Since Inception (2/9/93) 18.50%
5/31 10,160 9,956 -------------------------------------------
8/31 10,640 10,085
11/30 10,920 10,220
2/28 11,160 10,443
5/31 10,726 10,137
8/31 11,276 10,742 *The Russell 1000 Growth Index consists
11/30 10,818 10,497 of stocks with a greater-than-average
2/28 11,540 11,358 growth orientation. Companies in this
5/31 13,130 12,363 index tend to exhibit higher price-to-book
8/31 15,068 13,389 and price-earnings ratio, lower dividend
11/30 16,109 14,561 yields and higher forecasted growth values.

</TABLE>

The Alliance Growth Portfolio performed very well during the
twelve-month period ended November 30, 1995. It outperformed the
benchmark, Russell 1000 Growth Index, with a return of 48.91%
compared to 38.72%. Favorable stock selection in the financial,
healthcare, and technology sectors contributed to relative
performance, as did an overweighting in airlines (UAL Corp. and
Northwest Airlines), and lack of exposure in the underperforming
energy sector.

Top performing stocks included Cisco, UAL, Northwest Airlines,
United Healthcare, Schering, Plough, Amgen, Merck, AT&T and
Oracle. The largest portfolio positions as of November 30, 1995
were Intel, Philip Morris, Nokia, Disney, Applied Materials,
Hewlett Packard, Microsoft, Airtouch, Fannie Mae and McDonald's.

The graphs represent past performance, which is not indicative of
future results.

---------------------

93
<PAGE> 95
Phoenix Investment Counsel

Growth/Phoenix Investment Counsel Portfolio

<TABLE>
<CAPTION>
Growth/Phoenix -------------------------------------------
Inv. Cnsl. Growth/Phoenix Inv. Counsel Portfolio
Portfolio S&P 500* Average Annual Total Returns as of 11/30/95
-------------- ------- -------------------------------------------
<S> <C> <C> <C> <C>
2/9 10,000 10,000 1-year 32.92%
2/28 9,970 9,915 Since Inception (2/9/93) 10.92%
5/31 10,420 10,144 -------------------------------------------
8/31 10,550 10,517
11/30 10,780 10,551
2/28 11,210 10,743 *The S&P 500 Index tracks the performance
5/31 10,437 10,576 of 500 stocks representing a sampling of
8/31 10,477 11,092 the largest foreign and domestic stocks
11/30 10,065 10,663 traded publicly in the United States.
2/28 10,537 11,533 Because it is market-weighted, the index
5/31 11,433 12,713 will reflect changes in larger companies
8/31 12,594 13,473 more heavily than those in smaller
11/30 13,378 14,606 companies.

</TABLE>

For the twelve month period ended November 30, 1995, the
Growth/Phoenix Investment Counsel Portfolio posted a return of
32.92% compared to 36.98% for the benchmark, S&P 500.

The portfolio's investments in various technology securities,
especially networking and on-line services companies, greatly
contributed to its overall performance. In addition, healthcare
stocks, including medical technology, biotechnology, and
pharmaceutical companies performed well.

The primary reasons for the portfolio's underperformance versus
the benchmark can be attributed to underweight positions in the
financial and utility sectors early in the year, combined with
subsequent underweight exposure in consumer staples late in the
year. Cash holdings also served as a performance drag during this
time period.

Looking forward, Phoenix Investment Counsel anticipates that
earnings growth will slow in coming quarters. They believe that
further Federal Reserve rate cuts are also possible. If so,
investors' expectations about the sustainability of economic
expansion could improve in 1996.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

94
<PAGE> 96
Provident Investment Counsel

Provident Growth Portfolio

<TABLE>
<CAPTION> ---------------------------------------
Provident Provident Growth Portfolio
Growth Russell 1000 Average Annual Total Returns
Portfolio Growth* as of 11/30/95
--------- ------------ ---------------------------------------
<S> <C> <C> <C> <C>
2/9 10,000 10,000 1-year 30.66%
2/28 9,910 9,830 Since Inception (2/9/93) 10.22%
5/31 9,810 9,956 ---------------------------------------
8/31 10,190 10,085
11/30 10,040 10,220
2/28 10,480 10,443
5/31 10,039 10,137
8/31 10,499 10,742 *The Russell 1000 Growth Index consists
11/30 10,059 10,497 of stocks with a greater-than-average
2/28 10,399 11,358 growth orientation. Companies in this
5/31 11,227 12,363 index tend to exhibit higher price-to-
8/31 12,721 13,389 book and price-earnings ratios, lower
11/30 13,143 14,561 dividend yields and higher forecasted
growth values.

</TABLE>

The Provident Growth Portfolio returned 30.66% for the
twelve-month period ended November 30, 1995, compared to 38.72%
for the benchmark, Russell 1000 Growth Index.

Provident continues to invest in high-growth companies with
superior revenue and earnings growth and very strong financial
characteristics. These stocks have performed well over the last
six months but tend to be more volatile than the Russell 1000,
which is comprised of larger-capitalization, slower-growth
companies. During any given short period of time, the portfolio
may underperform, but Provident believes that over time the
superior growth rates will equate to superior stock performance.

The outlook for growth stocks remains very attractive due to the
slower economy. The portfolio continues to have significant
exposure in the technology, specialty finance and
telecommunications sectors. Its exposure to the healthcare sector
has increased over the last six months with the addition of Amgen,
Pfizer, Merck, St. Jude Medical, and Healthsouth. Provident
believes these stocks will enjoy superior growth rates over the
next several years.

The graphs represent past performance, which is not indicative of
future results.

---------------------

<PAGE> 97
Davis Selected Advisers, L.P.

Venture Value Portfolio

<TABLE>
<CAPTION>
Venture --------------------------------------------
Value Venture Value Portfolio
Portfolio S&P 500* Average Annual Total Returns as of 11/30/95
--------- ------- --------------------------------------------
<S> <C> <C> <C> <C>
10/28 10,000 10,000 1-year 38.17%
2/28 10,684 10,817 Since Inception (10/28/94) 31.71%
5/31 11,678 11,923 --------------------------------------------
8/31 12,952 12,636
11/30 13,514 13,698
*The S&P 500 Index tracks the performance
of 500 stocks representing a sampling of
the largest foreign and domestic stocks
traded publicly in the United States. Because
it is market-weighted, the index will reflect
changes in larger companies more heavily than
those in smaller companies.
</TABLE>

The Venture Value Portfolio returned 38.17% for the twelve-month
period ended November 30, 1995, compared to 36.98% for the
benchmark, S&P 500.

The portfolio currently emphasizes four main areas: financial
stocks, big name technology stocks, selected cyclical, and several
multinational holdings. Financials continue to undergo a secular
price/earnings expansion, benefiting companies within the
portfolio such as Travelers, American Express, and Chubb. Big name
technologies are the fastest growing area in a slow growing world,
benefiting companies such as Intel, Hewlett-Packard, and Texas
Instruments. Selected cyclical sectors, particularly paper and
autos, are benefiting from share repurchases and a long business
expansion, which may benefit holdings such as General Motors and
Union Camp. Core multinational companies are growing from the
expansion of worldwide demand as net markets open up to American
businesses, benefiting companies such as Coca-Cola, McDonald's,
and American International Group.

Davis Selected Advisers remains committed to financial stocks as
their single largest industry weighting, and continues to believe
that certain companies in the technology sector provide excellent
potential.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

<PAGE> 98
Alliance Capital Management, L.P.

Global Equities Portfolio

<TABLE>
<CAPTION>
-------------------------------------
Global MSCI Global Equities Portfolio
Equities world Average Annual Total Returns
Portfolio Index* as of 11/30/95
--------- ------ -------------------------------------
<S> <C> <C> <C> <C>
2/9 10,000 10,000 1-year 15.58%
2/28 9,970 10,110 Since Inception (2/9/93) 11.50%
5/31 10,670 11,446 -------------------------------------
8/31 11,260 12,102
11/30 10,990 11,497
2/28 12,090 12,694 *The MSCI World Index is one of the
5/31 11,976 12,561 Morgan Stanley Capital International
8/31 12,409 13,156 indexes and measures stock market
11/30 11,755 12,610 performance in the U.S., Europe,
2/28 11,614 12,732 Canada, Australia, New Zealand, the
5/31 12,649 13,935 Far East and emerging markets.
8/31 13,054 14,310
11/30 13,574 15,006

</TABLE>

The Global Equities Portfolio returned 15.58% for the twelve
months ended November 30, 1995, lagging behind the 19.00% of its
benchmark, MSCI World Index. The largest positive contribution to
performance was superior stock selection in both Japan and Asia.
The portfolio also benefited from currency hedges versus the
Japanese yen. Conversely, the portfolio was negatively impacted by
being underweighted in the United States, and European currency
hedges largely offset the positive impact of the yen hedge.

Stocks in the technology and financial sectors in Japan performed
well, including Rolm, Kyocera, Sumitomo Bank, Asahi Bank, and
Nomura. In Hong Kong, Citic Pacific and New World Development
contributed positively.

The largest country exposures at November 30, 1995, were the
United States (36.1%), Japan (23.2%), the United Kingdom (7.9%),
France (5.6%), and Germany (3.3%).

The graphs represent past performance, which is not indicative of
future results.

---------------------

<PAGE> 99
Morgan Stanley Asset Management, Inc.

International Diversified Equities Portfolio

<TABLE>
<CAPTION> -----------------------------------------
International Diversified Equities
International Portfolio
Diversified MSCI Average Annual Total Returns
Portfolio EAFE* as of 11/30/95
------------- ----- -----------------------------------------
<S> <C> <C> <C> <C>
10/28 10,000 10,000 1-year 4.63%
2/28 9,073 9,655 Since Inception (10/28/94) 2.13%
5/31 9,759 10,525 -----------------------------------------
8/31 10,021 10,573
11/30 10,233 10,790
*The Morgan Stanley Capital International
Europe, Australia, and Far East Index
(EAFE) represents the foreign stocks of
19 countries in Europe, Australia, and
the Far East.
</TABLE>

The International Diversified Equities Portfolio returned 4.63%
for the twelve-month period ended November 30, 1995,
underperforming the 7.90% benchmark, MSCI EAFE Index. The
portfolio's most significant overweights are in Japan and Asia.
Morgan Stanley believes Japan is the most attractive of the big,
developed markets, and that developed and developing Asia will
outperform other markets given their consistent, high-growth rates
and attractive valuations. Their favorite Asian country is Hong
Kong, where prospects of a soft-landing in China, combined with a
turn in the real estate cycle, bode well for the market.

Going forward, Morgan Stanley remains bullish on its outlook for
international equities, as the world's liquidity cycle is still
very positive, major economies are either sluggish or slowing, and
inflation continues to decline.

The graphs represent past performance, which is not indicative of
future results.

- ---------------------

98
<PAGE> 100

Performance figures quoted are for the underlying portfolios in
the SunAmerica Series Trust; therefore, they are not net of the
fees and charges associated with the variable annuity. Past
performance is no guarantee of future results.

Investments in stocks and bonds are subject to risk, including
stock market and interest rate fluctuations. Investments in
non-U.S. stocks and bonds are subject to additional risks,
including fluctuations, political and social instability,
differing securities regulations and accounting standards and
limited public information. High-yield bonds tend to be subject
to greater price swings than higher-rated bonds and, of course,
payment of interest and principal is not assured. Mortgage-backed
securities are subject to prepayment, which can result in
reinvestment of principal at lower yields. Money market
instruments generally offer stability and income, but an
investment in these securities is not guaranteed by the U.S.
government or any other entity.

---------------------

99
<PAGE> 101

R-1411-AR

<PAGE> 79

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements.

Set forth in Part B of Registrant's Statement of Additional
Information are the audited financial statements of the
SunAmerica Series Trust with respect to Registrant's fiscal
year ended November 30, 1995. Selected per share data and
ratios are set forth in Part A of the Prospectus under the
caption "Financial Highlights." No financial statements are
included in Part C.

All other financial statements, schedules and historical
financial information are omitted because the conditions
requiring their filing do not exist.

(b) Exhibits.

<TABLE>
<S> <C>
(1) Declaration of Trust, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
(2) By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
(3) Voting Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(4) Share of Beneficial Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(5) (a) Investment Advisory and Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
(b) Subadvisory Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
(6) Distribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(7) Bonus, Profit Sharing, Pension or Similar Contracts . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(8) Custodian Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
(9) Fund Participation Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
(10) Opinion and Consent of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
(11) Consent of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
(12) Financial Statements Omitted from Item 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(13) Initial Capitalization Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(14) Model Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(15) Rule 12b-1 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(16) Persons under Common Control with Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
(17) Performance Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(18) Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Herewith
</TABLE>

* Previously filed.

<PAGE> 80
Item 25. Persons Controlled by or Under Common Control with Registrant.

Previously Filed.

Item 26. Number of Holders of Securities.

As of February 15, 1996, the number of record holders of SunAmerica
Series Trust was as follows:

<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
Shares of Beneficial Interest 3*
</TABLE>

* Held by Variable Separate Account of Anchor National Life
Insurance Company, FS Variable Separate Account of First
SunAmerica Life Insurance Company and SunAmerica, Inc.

Item 27. Indemnification.

Article VI of the Registrant's By-Laws relating to the indemnification
of officers and trustees is quoted below:

ARTICLE VI
INDEMNIFICATION

The Trust shall provide any indemnification required by
applicable law and shall indemnify trustees, officers, agents and
employees as follows:

(a) the Trust shall indemnify any director or officer of the Trust who
was or is a party or is threatened to be made a party of any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than action by
or in the right of the Trust) by reason of the fact that such Person
is or was such Trustee or officer or an employee or agent of the
Trust, or is or was serving at the request of the Trust as a director,
officer, employee or agent of another corporation, partnership, joint
venture, Trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Person in connection with
such action, suit or proceeding, provided such Person acted in good
faith an in a manner such Person reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such
Person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Person did not reasonably believe his or her
actions to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such Person's conduct was unlawful.

(b) The Trust shall indemnify any Trustee or officer of the Trust who
was or is a part or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the

C-2
<PAGE> 81
right of the Trust to procure a judgment in its favor by reason of the
fact that such Person is or C-3 was such Trustee or officer or an
employee or agent of the Trust, or is or was serving at the request of
the Trust as a director, officer, employee or agent of another
corporation, partnership, joint venture, Trust or other enterprise,
against expenses (including attorneys' fees), actually and reasonably
incurred by such Person in connection with the defense or settlement
of such action or suit if such Person acted in good faith and in a
manner such Person reasonably believed to be in or not opposed to the
best interests of the Trust, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such Person
shall have been adjudged to be liable for negligence or misconduct in
the performance of such Person's duty to the Trust unless and only to
the extent that the court in which such action or suit was brought, or
any other court having jurisdiction in the premises, shall determine
upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such Person is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper.

(c) To the extent that a Trustee or officer of the Trust has been
successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subparagraphs (a) or (b) above or in
defense of any claim, issue or matter therein, such Person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such Person in connection therewith, without
the necessity for the determination as to the standard of conduct as
provided in subparagraph (d).

(d) Any indemnification under subparagraph (a) or (b) (unless ordered
by a court) shall be made by the Trust only as authorized in the
specific case upon a determination that indemnification of the Trustee
or officer is proper in view of the standard of conduct set forth in
subparagraph (a) or (b). Such determination shall be made (i) by the
Board by a majority vote of a quorum consisting of Trustees who were
disinterested and not parties to such action, suit or proceedings, or
(ii) if such a quorum of disinterested Trustees so directs, by
independent legal counsel in a written opinion, and any determination
so made shall be conclusive and binding upon all parties.

Prior to any payment being made pursuant to this paragraph, a majority
of quorum of disinterested, non-party Trustees of the Trust, or an
independent legal counsel in a written opinion, shall determine, based
on a review of readily available facts that there is reason to believe
that the indemnitee ultimately will be found entitled to
indemnification.

(f) Agents and employees of the Trust who are not Trustees or
officers of the Trust may be indemnified under the same standards and
procedures set forth above, in the discretion of the Board.

C-3
<PAGE> 82
(g) Any indemnification pursuant to this Article shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled and shall continue as to a Person who has ceased to be a
Trustee or officer and shall inure to the benefit of the heirs,
executors and administrators of such a Person.

(h) Nothing in the Declaration or in these By-Laws shall be deemed to
protect any Trustee or officer of the Trust against any liability to
the Trust or to its Shareholders to which such Person would otherwise
be subject by reason of willful malfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of such Person's office.

(i) The Trust shall have power to purchase and maintain insurance on
behalf of any Person against any liability asserted against or
incurred by such Person, whether or not the Trust would have the power
to indemnify such Person against such liability under the provisions
of this Article. Nevertheless, insurance will not be purchased or
maintained by the Trust if the purchase or maintenance of such
insurance would result in the indemnification of any Person in
contravention of any rule or regulation and/or interpretation of the
Securities and Exchange Commission.

* * * * * * * * * * * * * *

The Investment Advisory and Management Agreement provides that
in absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of office on
the part of the Investment Adviser (and its officers, directors,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Investment Adviser to perform or
assist in the performance of its obligations under each Agreement) the
Investment Adviser shall not be subject to liability to the Trust or
to any shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services, including without
limitation, any error of judgment or mistake or law or for any loss
suffered by any of them in connection with the matters to which each
Agreement relates, except to the extent specified in Section 36(b) of
the Investment Company Act of 1940 concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation
for services. Certain of the Subadvisory Agreements provide for
similar indemnification of the Subadviser by the Investment Adviser.

SunAmerica Inc., the parent of Anchor National Life Insurance
Company, provides, without cost to the Fund, indemnification of
individual trustees. By individual letter agreement, SunAmerica Inc.
indemnifies each trustee to the fullest extent permitted by law
against expenses and liabilities (including damages, judgments,
settlements, costs, attorney's fees, charges and expenses) actually
and reasonably incurred in connection with any action which is the
subject of any threatened, asserted, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, investigative
or otherwise and whether formal or informal to which any trustee was,
is or is threatened to be made a party by reason of facts which
include his being or having been a trustee, but only to the extent
such expenses and liabilities are not covered by insurance.

C-4
<PAGE> 83
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Item 28. Business and other Connections of Investment Adviser.

SunAmerica Asset Management Corp. ("SAAMCo"), the Investment Adviser
of the Trust, is primarily in the business of providing investment
management, advisory and administrative services. Reference is made
to the most recent Form ADV and schedules thereto of SAAMCo on file
with the Commission (File No. 801-19813) for a description of the
names and employment of the directors and officers of SAAMCo and other
required information. Alliance Capital Management L.P., Goldman Sachs
Asset Management, Goldman Sachs Asset Management International,
Phoenix Investment Counsel, Inc., Provident Investment Counsel, Inc.,
Davis Selected Advisers, L.P., and Morgan Stanley Asset Management
Inc., the Subadvisers of certain of the Portfolios of the Trust, are
primarily engaged in the business of rendering investment advisory
services. Reference is made to the most recent Form ADV and schedules
thereto on file with the Commission for a description of the names and
employment of the directors and officers of Alliance Capital
Management L.P., Goldman Sachs Asset Management, Goldman Sachs Asset
Management International, Phoenix Investment Counsel, Inc., Provident
Investment Counsel, Inc., Davis Selected Advisers, L.P. and Morgan
Stanley Asset Management Inc. and other required information:

<TABLE>
<CAPTION>
File No.
----------
<S> <C>
Alliance Capital Management L.P. 801-32361
Goldman Sachs Asset Management 801-16048
Goldman Sachs Asset Management Intl 801-38157
Phoenix Investment Counsel, Inc. 801-5995
Provident Investment Counsel, Inc. 801-11303
Davis Selected Advisers, L.P. 801-31648
Morgan Stanley Asset Management Inc. 801-15757
</TABLE>

Item 29. Principal Underwriters.

There is no Principal Underwriter for the Registrant.

C-5
<PAGE> 84
Item 30. Location of Accounts and Records.

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, acts as custodian, transfer agent and dividend
paying agent. It maintains books, records and accounts pursuant to
the instructions of the Trust.

SunAmerica Asset Management Corp., is located at The SunAmerica
Center, 733 Third Avenue, New York, New York 10017-3204. Alliance
Capital Management L.P. is located at 1345 Avenue of the Americas, New
York, New York 10105. Goldman Sachs Asset Management and Goldman
Sachs Asset Management International are located at 85 Broad Street,
12th Floor, New York, New York 10005. Morgan Stanley Asset Management
Inc., is located at 1221 Avenue of the Americas, 22nd Floor, New York,
New York 10020. Phoenix Investment Counsel, Inc. is located at One
American Row, Hartford, Connecticut 06115. Provident Investment
Counsel, Inc. is located at 300 No. Lake Avenue, Penthouse Suite,
Pasadena, California 91101-4922. Davis Selected Advisers, L.P. is
located at 124 East Marcy Street, Sante Fe, New Mexico 87501. Each of
the Investment Adviser and Subadvisers maintain the books, accounts
and records required to be maintained pursuant to Section 31(a) of the
Investment Company Act of 1940 and the rules promulgated thereunder.

Item 31. Management Services.

None.

Item 32. Undertakings.

Registrant hereby undertakes to:

(a) Inapplicable;

(b) Inapplicable; and

(c) furnish an investor to whom a prospectus is delivered with a copy
of Registrant's latest annual report to shareholders, upon request and
without charge.

C-6
<PAGE> 85
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, Registrant
certifies that it meets all of the requirements for effectiveness of the
Post-Effective Amendment No. 6 to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933, as amended, and has duly caused the
Post-Effective Amendment No. 6 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York, on the 29th day of February, 1996.

SUNAMERICA SERIES TRUST

By /s/ PETER C. SUTTON
---------------------------
Peter C. Sutton
Vice President

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Post-Effective Amendment No. 6 to Registrant's Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<S> <C> <C>
JAMES K. HUNT * Trustee, Chairman and President February 28, 1996
- ------------------------------ (Principal Executive Officer)
James K. Hunt

SCOTT L. ROBINSON * Senior Vice President, Treasurer February 28, 1996
- --------------------------- and Controller (Principal Financial
Scott L. Robinson and Accounting Officer)

RICHARDS D. BARGER * Trustee February 28, 1996
- -------------------------
Richards D. Barger

FRANK L. ELLSWORTH * Trustee February 28, 1996
- ------------------------
Frank L. Ellsworth

GORDON F. HAMPTON * Trustee February 28, 1996
- ------------------------
Gordon F. Hampton

NORMAN J. METCALFE * Trustee February 28, 1996
- ------------------------
Norman J. Metcalfe
</TABLE>

*By: /s/ ROBERT M. ZAKEM
------------------------
Robert M. Zakem
Attorney-in-Fact

<PAGE> 86

SUNAMERICA SERIES TRUST
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. NAME PAGE NO.
----------- -------------------------------- --------
<S> <C> <C>
1 Declaration of Trust, as amended ______

2 By-Laws ______

5(a) Investment Advisory and Management Agreement ______

5(b) Subadvisory Agreements ______

9 Fund Participation Agreement ______

11 Consent of Price Waterhouse ______

18 Power of Attorney ______
</TABLE>

<PAGE> 1
EXHIBIT 99.1

DECLARATION OF TRUST

SUNAMERICA SERIES TRUST

BUSINESS OFFICE:
11601 Wilshire Boulevard
Los Angeles, California 90025

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article Page
- ------- ----
<S> <C> <C>
I. NAME AND DEFINITIONS
1

1.1 Name..............................................
1
1.2 Definitions.......................................
1

II. TRUSTEES
3

2.1 Number of Trustees................................
3
2.2 Term and Election.................................
3
2.3 Resignation and Removal by Trustees...............
4
2.4 Removal by Shareholders...........................
4
2.5 Vacancies.........................................
5
2.6 Delegation of Power to Other Trustees.............
5

III. POWERS OF TRUSTEES
5

3.1 General...........................................
5
3.2 Investments.......................................
7
3.3 Legal Title.......................................
8
3.4 Issuance and Repurchase of Shares.................
8
3.5 Delegation; Committees............................
8
3.6 Collection and Payment............................
9
3.7 Expenses..........................................
9
3.8 Manner of Acting..................................
9
3.9 By-Laws...........................................
9
3.10 Miscellaneous Powers..............................
9
3.11 Principal Transactions...........................10
3.12 Trustees and Officers as Shareholders............11
</TABLE>

<PAGE> 3
<TABLE>
<S> <C> <C>
3.13 Litigation.......................................11

IV. CONTRACTS
11

4.1 Agreements for the Sale of Shares................11
4.2 Investment Advisory or Management Contract.......12
4.3 Transfer Agent...................................12
4.4 Affiliations of Trustees or Officers, etc........12

V. LIMITATIONS OF LIABILITY of SHAREHOLDERS,
TRUSTEES AND OTHERS
13

5.1 No Personal Liability of Shareholders,
Trustees, etc..................................13
5.2 Non-Liability of Trustees, etc...................14
5.3 No Bond Required of Trustees.....................14
5.4 No Duty of Investigation; Notice in Trust
Instruments, etc...............................14
5.5 Reliance on Experts, etc.........................15

VI. SHARES OF BENEFICIAL INTEREST
15

6.1 Beneficial Interest..............................15
6.2 Rights of Shareholders...........................16
6.3 Trust Only.......................................16
6.4 Issuance of Shares...............................17
6.5 Register of Shares; Share Certificates...........17
6.6 Transfer of Shares...............................17
6.7 Notices..........................................18
6.8 Treasury Shares..................................18
6.9 Voting Powers....................................18
6.10 Series or Classes of Shares......................19

VII. REDEMPTION, REPURCHASE AND REDUCTION OF SHARES
21

7.1 Redemption of Shares.............................21
7.2 Price............................................21
7.3 Payment..........................................21
7.4 Repurchase by Agreement..........................22
7.5 Redemption of Shareholder's Interest;
Redemption of Shares to Qualify as
a Regulated Investment Company;
Disclosure of Holdings.........................22
7.6 Suspension of Right of Redemption................23
7.7 Effect of Suspension of Determination
of Net Asset Value.............................23
7.8 Reductions of Shares.............................24

VIII. DETERMINATION OF NET ASSET VALUE, NET INCOME
</TABLE>

<PAGE> 4
<TABLE>
<S> <C> <C>
AND DISTRIBUTIONS
24

8.1 Net Asset Value..................................24
8.2 Distributions With Respect to Outstanding Shares.25
8.3 Determination of Net Income......................25
8.4 Power to Modify Foregoing Procedures.............26

IX. DURATION; TERMINATION OF TRUST; AMENDMENT;
MERGERS; ETC..........................................26

9.1 Duration.........................................26
9.2 Termination of Trust.............................26
9.3 Amendment Procedure..............................27
9.4 Merger, Consolidation or Sale of Assets..........28
9.5 Incorporation....................................28

X. MISCELLANEOUS
29

10.1 Filing...........................................29
10.2 Governing Law....................................29
10.3 Counterparts.....................................29
10.4 Reliance by Third Parties........................29
10.5 Provisions in Conflict With Law or Regulations...30
10.6 Index and Heading for Reference Only.............31
</TABLE>

<PAGE> 5
DECLARATION OF TRUST

SUNAMERICA SERIES TRUST

Dated September 9, 1992

DECLARATION OF TRUST made September 9, 1992, by Susan L.
Harris and Jeffrey A. Clopeck (the "Trustees");

WHEREAS, the Trustees desire to establish a trust under the
laws of Massachusetts for the investment and reinvestment of
funds contributed thereto; and

WHEREAS, the Trustees desire that the beneficial interest in
the trust assets be divided into transferable shares of
beneficial interest, as hereinafter provided;

NOW, THEREFORE, the Trustees declare that all money and
property contributed to the trust established hereunder shall be
held and managed in trust for the benefit of the holders of the
shares of beneficial interest issued pursuant to this Declaration
of Trust and subject to the provisions hereof.

ARTICLE I

NAME AND DEFINITIONS

SECTION 1.1 - Name.

The name of the Trust created hereby is "SunAmerica Series
Trust."

Section 1.2 - Definitions.

Wherever they are used herein, the following terms shall
have the following respective meanings:

(a) "By-Laws" means the By-Laws referred to in Section
3.9 hereof, as amended from time to time.

(b) The terms "Commission," "Affiliated Person," and
"Interested Person," have the meanings given them in the
Investment Company Act of 1940. The term "vote of a majority of
the Shares outstanding and entitled to vote" shall have the same
meaning as the term "vote of a majority of the outstanding voting
securities" contained in the Investment Company Act of 1940.

-1-

<PAGE> 6
(c) "Custodian" means any Person other than the Trust
who has custody of any Trust Property as required by Section
17(f) of the 1940 Act.

(d) "Declaration" means this Declaration of Trust as
amended from time to time. Reference in this Declaration to
"Declaration," "hereof," "herein" and "hereunder" shall be deemed
to refer to this Declaration rather than exclusively to the
article or section in which such words appear.

(e) "Distributor" means the other Person to any
contract entered into by the Trust pursuant to Section 4.1
hereof.

(f) "Fundamental Policies" means the investment
restrictions as set forth and identified as such in the most
current effective registration statement for the Trust as on file
with the Securities and Exchange Commission.

(g) "his" shall be deemed to include the feminine and
neuter, as well as the masculine, genders.

(h) "Investment Adviser" means the other Person to any
contract entered into by the Trust pursuant to Section 4.2 hereof
and any sub-advisers under such a contract.

(i) The "1940 Act" means the Investment Company Act of
1940, as amended from time to time.

(j) "Person" means and includes individuals,
corporations, partnerships, trusts, associations, joint ventures,
and other entities, whether or not legal entities, governments
and agencies and instrumentalities and political subdivisions
thereof, and quasi-governmental agencies and instrumentalities.

(k) "Prospectus" means the Prospectus of the Trust
effective from time to time under the Securities Act of 1933, as
amended from time to time.

(l) "Securities" shall include, without limitation,
common and preferred stocks; American Depository Receipts,
currency futures, certificates of deposit, finance paper,
commercial paper, bankers acceptances and all kinds of repurchase
agreements and reverse repurchase agreements entered into by any
Person; warrants; options; bonds; debentures; bills; notes; other
evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including, without
limitation, securities of the United States or any other
government, any state, municipality or other political
subdivision thereof, or any governmental or quasi-governmental
agency or instrumentality.

-2-
<PAGE> 7

(m) "Shareholder" means a record owner of outstanding
Shares.

(n) "Shares" means the equal proportionate units of
interest into which the beneficial interest in the Trust shall be
divided from time to time and includes fractions of Shares as
well as whole Shares. "Outstanding" Shares means those Shares
shown from time to time on the books of the Trust or its Transfer
Agent as then issued and outstanding, but shall not include
Shares which have been redeemed or repurchased by the Trust.

(o) "Transfer Agent" means the other Person to any
contract entered into by the Trust pursuant to Section 4.3
hereof.

(p) "Trust" means the Trust created by this
Declaration.

(q) "Trust Property" means any and all property, real
or personal, tangible or intangible, which is owned or held by or
for the account of the Trust or the Trustees as such, but shall
not include property owned by the Trustees in their individual
capacity.

(r) "Trustees" means the Persons who have signed this
Declaration, for so long as they shall continue in office in
accordance with the terms hereof, and all other Persons who may
from time to time be serving as Trustees in accordance with the
provisions of Article II hereof, and reference herein to a
Trustee or the Trustees shall refer to such Person or Persons in
his capacity as Trustee or their capacities as Trustees
hereunder, and shall not refer to his or their individual
capacities except where the context requires otherwise.

ARTICLE II

TRUSTEES

SECTION 2.1 - Number of Trustees.

The number of Trustees shall be such number as shall be
fixed from time to time by written instrument signed by a
majority of the Trustees, provided, however, that the number of
Trustees shall in no event be reduced to less than two by such an
instrument.

SECTION 2.2 - Term and Election.

The Trustees shall (except in the event of resignations or
removals or vacancies pursuant to Sections 2.3 or 2.4 hereof)
hold office during the lifetime of the Trust and until its
termination as hereinafter provided.

-3-

<PAGE> 8

SECTION 2.3 - Resignation and Removal by Trustees.

Any Trustee may resign as such (without need for prior or
subsequent accounting) by an instrument in writing signed by him
and delivered to the other Trustees and such resignation shall be
effective upon such delivery, or at a later date according to the
terms of the instrument. Any of the Trustees may be removed
(provided the aggregate number of Trustees after such removal
shall not be less than the minimum number required by this
Declaration) for cause by the action of two-thirds of the
remaining Trustees. Upon the resignation or removal of a
Trustee, or his otherwise ceasing to be a Trustee, he shall
execute and deliver such documents as the remaining Trustees
shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust Property held in the name of the
resigning or removed Trustee. Upon the incapacity or death of
any Trustee, his legal representative shall execute and deliver
on his behalf such documents as the remaining Trustees shall
require as provided in the preceding sentence.

SECTION 2.4 - Removal by Shareholders.

The Shareholders shall have the power to remove a Trustee by
the affirmative vote of the holders of not less than two-thirds
of the Shares Outstanding and entitled to vote either by
declaration in writing filed with the Custodian or by votes cast
in person or by proxy at a meeting called for the purpose of
removal under this section. The Trustees shall promptly call
such a meeting of Shareholders when requested to do so by the
record holders of not less than 10 percent of the Outstanding
Shares.

Whenever ten or more Shareholders of record who have been
Shareholders for at least six months preceding the date of
application, and who hold in the aggregate either Shares having a
net asset value of at least $100,000 or at least 1 per centum of
the Outstanding Shares, whichever is less, shall apply to the
Trustees in writing, stating what they wish to communicate with
other Shareholders with a view to obtaining signatures in order
to request a meeting pursuant to this Section 2.4, and such
application shall be accompanied by a form of communication and
request that they wish to transmit; the Trustees shall, within
five business days after receipt of such application, either:

(a) Afford to such applicants access to a list of the
names and addresses of all Shareholders as recorded on the books
of the Trust; or

(b) Inform such applicants as to the approximate
number of Shareholders of record, and the approximate cost of
mailing to them the proposed communication and form of request.
Upon tender by such applicants of the amount so determined,
undertake to mail such communication to Shareholders of record.

-4-

<PAGE> 9
SECTION 2.5 - Vacancies.

The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of his death, resignation,
removal, bankruptcy, adjudicated incompetence or other permanent
incapacity as two-thirds of the remaining Trustees deem to have
rendered him unable to perform the duties of the office of a
Trustee. No such vacancy shall operate to annul this Declaration
or to revoke any existing agency created pursuant to the terms of
this Declaration. In the case of an existing vacancy, including
a vacancy existing by reason of an increase in the number of
Trustees, subject to the provisions of the 1940 Act, the
remaining Trustees shall fill such vacancy by the appointment of
such other Person as they in their discretion shall see fit,
pursuant to a written instrument signed by a majority of the
Trustees then in office. No such appointment shall become
effective until the Person named in the written instrument of
appointment shall have accepted such appointment in writing and
agreed in writing to be bound by the terms of this Declaration.
An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement,
resignation or increase in the number of Trustees, provided that
such appointment shall not become effective prior to such
retirement, resignation or increase in the number of Trustees.
Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided in this Section 2.5, the
Trustees in office, regardless of their number, shall have all
the powers granted to the Trustees and shall discharge all the
duties imposed upon the Trustees by this Declaration. A written
instrument certifying the existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of the
existence of any such vacancy.

SECTION 2.6 - Declaration of Power to Other Trustees.

Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six (6) months at any one time to any
other Trustee or Trustees, provided that in no case shall less
than two (2) Trustees personally exercise the powers granted to
the Trustees under this Declaration except as herein otherwise
expressly provided, and provided further that this Section shall
in no way be deemed to limit the provisions of Section 3.5.

ARTICLE III

POWERS OF TRUSTEES

SECTION 3.1 - General.

The Trustees shall have exclusive and absolute control over
the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust

-5-

<PAGE> 10
Property and business in their own right.

The Trustees are responsible for the general policies of the
Trust and for such general supervision of the business of the
Trust conducted by all officers, employees, agents, Investment
Advisers, Sub-advisers with whom a contract with the Investment
Adviser has been approved in accordance with applicable law,
Distributors, Custodians, Transfer Agents or independent
contractors of the Trust as may be necessary to ensure that such
business conforms to the provisions of this Declaration.
However, the Trustees are not and shall not be required
personally to conduct the business of the Trust and, consistent
with their ultimate responsibility as stated above, the Trustees
shall have the power to appoint, employ or contract with any
Person or Persons (including one or more of themselves or any
Person in which one or more of them may be directors, officers,
agents, employees, stockholders, partners or Trustees or with
which one or more of them may be otherwise affiliated) as the
Trustees may deem necessary or proper for the transaction of the
business of the Trust, and for such purpose may grant or delegate
such authority to any such Person as the Trustees may in their
sole discretion deem necessary or desirable without regard to
whether such authority is normally granted or delegated by
Trustees. The Trustees shall have the power to determine the
terms and compensation of any such Person and may exercise broad
discretion in allowing such Person to administer and regulate the
operations of the Trust, to act as agent for the Trust, to
execute documents on behalf of the Trustees or the Trust, and to
make executive decisions which conform to the general policies
and general principles previously established by the Trustees.

The Trustees shall have power to conduct the business of the
Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of
Massachusetts, in any and all states of the United States of
America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, and
possessions of the United States of America and of foreign
governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order
to promote the interests of the Trust, notwithstanding that such
matters may not be specifically mentioned herein. Any
determination as to what is in the interests of the Trust or as
to the existence of powers or authorities hereunder made by the
Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration, there shall be a presumption in
favor of a grant of power to the Trustees.

The enumeration of any specific power herein shall not be
construed as limiting the aforesaid powers, or as limiting
Trustees to such powers. Such powers of the Trustees may be
exercised without order, and without resort to any court.

-6-

<PAGE> 11
SECTION 3.2 - Investments.

The Trustees shall have the power, subject to the
Fundamental Policies:

(a) To operate as and carry on the business of an
investment company, and exercise all the powers necessary and
appropriate to the conduct of such business;

(b) To invest in, hold for investment, and reinvest in
Securities, or, in "when issued" or delayed delivery contracts
for any Securities or retain all or any part of the Trust
Property in cash and at any time and from time to time to change
the investments of the Trust Property;

(c) To acquire (by purchase, subscription or
otherwise), to hold, to trade in and deal in, to sell or
otherwise dispose of, to lend, and to pledge, Securities;

(d) To exercise all rights, powers and privileges of
ownership or interest in all Securities included in the Trust
Property, including the right to vote thereon and otherwise act
with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all Trust
Property;

(e) To acquire (by purchase, lease or otherwise) and
to hold, use, maintain, develop and dispose of (by sale or
otherwise) any property, real or personal, tangible or
intangible, including, without limitation, cash and any interest
therein;

(f) To borrow money and, in connection therewith, to
issue notes or other evidences of indebtedness; to secure
borrowings by mortgaging, pledging or otherwise subjecting as
security the Trust Property or any portion thereof; to endorse,
guarantee, or undertake the performance of any obligation or
engagement of any other Person and to lend Trust Property;

(g) To deposit any monies or Securities included in
the Trust Property with one or more banks, trust companies or
other banking institutions whether or not such deposits will draw
interest; such deposits to be subject to withdrawal in such
manner as the Trustees may determine, and the Trustees shall have
no responsibility for any loss which may occur by reason of the
failure of the bank, trust company or other banking institution
with whom the monies or Securities have been deposited;

(h) To do all acts and things designed to protect,
preserve, improve or enhance the value of any Security or
interest of the Trust; to guarantee or become surety on any or
all of the contracts, stocks, bonds, notes, debentures and other
obligations of the Trust; and

-7-

<PAGE> 12
(i) In general to carry on any other business in
connection with or incidental to any of the foregoing powers, to
do everything necessary, suitable or proper for the
accomplishment of any purpose or the attainment of any objective
or the furtherance of any power set forth herein, either alone or
in association with others, and to do every other act or things
incidental or appurtenant to, or growing out of, or connected
with, the aforesaid business or purposes, objectives or powers.

The foregoing clauses shall be construed both as objectives
and powers, and the foregoing enumeration of specific powers
shall not be construed to limit or restrict in any manner the
general powers of the Trustees.

The Trustees shall not be limited to investing in
obligations maturing before the possible termination of the
Trust, nor shall the Trustees be limited by any law limiting the
investments which may be made by fiduciaries.

SECTION 3.3 - Legal Title.

Legal title to all the Trust Property shall be vested in the
Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or
in the name of one or more of the Trustees, or in the name of the
Trust or a designated series thereof, or in the name of any other
Person as nominee, on such terms as the Trustees may determine.
The right, title and interest of the Trustees in the Trust
Property shall vest automatically in each Person who may become a
Trustee. Upon the termination of a Trustee's term of office, he
shall automatically cease to have any right, title or interest in
the Trust Property and such right, title, or interest shall vest
automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered.

SECTION 3.4 - Issuance and Repurchase of Shares.

The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII, VIII and IX,
to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of Shares, any Trust Property whether
capital or surplus or otherwise, to the full extent now or
hereafter not prohibited by the laws of the Commonwealth of
Massachusetts.

SECTION 3.5 - Delegation; Committees.

The Trustees shall have power to delegate from time to time
to such of their number or to officers, employees or agents of
the Trust the doing of such things and the execution of such

-8-

<PAGE> 13
instruments either in the name of the Trust or in the names of
the Trustees or otherwise as the Trustees may deem expedient,
except as may be prohibited by the 1940 Act.

SECTION 3.6 - Collection and Payment.

The Trustees shall have power to collect all property due to
the Trust; to pay all claims, including, without limitation,
taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property;
to foreclose any security interest securing any obligations, by
virtue of which any property is owed to the Trust; and to enter
into releases, agreements and other instruments.

SECTION 3.7 - Expenses.

The Trustees shall have the power to incur and pay any
expenses which, in the opinion of the Trustees, are necessary or
incidental to carrying out any of the purposes of this
Declaration; to pay themselves reasonable compensation and to
reimburse themselves for expenses incurred in the performance of
their duties as Trustees from the Trust Property. The Trustees
shall fix the compensation of all officers, employees, agents and
Trustees.

SECTION 3.8 - Manner of Acting.

Except as otherwise provided herein or in the By-Laws, any
action to be taken by the Trustees may be taken by a majority of
the Trustees present at a meeting of the Trustees at which a
quorum is present, including any meeting held by means of a
conference telephone circuit or similar communications equipment
by which all Persons participating in the meeting can hear one
another, or by written consent of the entire number of Trustees
then in office.

SECTION 3.9 - By-Laws.

The Trustees may adopt By-Laws not inconsistent with this
Declaration to provide for the conduct of the business of the
Trust and may amend or repel such By-Laws to the extent such
power is not specifically reserved to the Shareholders.

SECTION 3.10 - Miscellaneous Powers.

The Trustees shall have the power to:

(a) Employ or contract with such Person or Persons as
the Trustees may deem desirable for the transaction of the
business of the Trust;

-9-

<PAGE> 14
(b) Enter into joint ventures, partnerships and any
other combinations or associations;

(c) Remove Trustees or fill vacancies in, or add to
their number, elect and remove such officers and appoint and
terminate such agents or employees as they consider appropriate,
and appoint from their own number, and terminate, any one or more
committees which may exercise some or all of the power and
authority of the Trustees as the Trustees may determine;

(d) Purchase, and pay for out of Trust Property
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, Investment Advisers, Distributors, Transfer
Agents, Custodians, selected dealers or independent contractors
of the Trust against any and all claims and liabilities arising
by reason of holding any such position or by reason of any action
taken or omitted by any such Person in such capacity, whether or
not constituting negligence, and whether or not the Trust would
have the power to indemnify such Person against such claim or
liability;

(e) Establish pension, profit-sharing, Share purchase,
and other retirement, incentive and benefit plans for any
Trustees, officers, employees and agents of the Trust;

(f) To the extent not prohibited by law, indemnify any
Person with whom the Trust had dealings, including any Investment
Adviser, Distributor, Transfer Agent and selected dealers, to
such extent as the Trustees shall determine;

(g) Guarantee indebtedness or contractual obligations
of others;

(h) Determine and change the fiscal year of the Trust
and the method by which its accounts shall be kept; and

(i) Adopt a seal for the Trust, but the absence of
such seal shall not impair the validity of any instrument
executed on behalf of the Trust.

SECTION 3.11 - Principal Transactions.

Except in transactions permitted by the 1940 Act or any
order of exemption issued by the Commission, or effected to
implement the provisions of any agreement to which the Trust is a
party, the Trustees shall not, on behalf of the Trust, buy any
Securities (other than Shares) from or sell any Securities (other
than Shares) to, or lend any assets of the Trust to, any Trustee
or officer of the Trust or any firm of which any such Trustee or
officer is a member acting as principal, or have any such
dealings with the Manager, Distributor or Transfer Agent or with
any

-10-

<PAGE> 15
Affiliated Person of such Person, but the Trust may employ any
such Person, or firm or company in which such Person is an
Interested Person, as broker, legal counsel, registrar, transfer
agent, dividend disbursing agent or custodian upon customary
terms.

SECTION 3.12 - Trustees and Officer as Shareholders.

Any Trustee, officer, employee or agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he
were not such a Trustee, officer, employee or agent; and the
Trustees may issue and sell, or cause to be issued or sold,
Shares to, and buy Shares from, any such Person or any firm or
company in which he is an Interested Person.

SECTION 3.13 - Litigation.

The Trustees shall have the power to engage in and to
prosecute, defend, compromise, abandon, or adjust, by arbitration
or otherwise, any actions, suits, proceedings, disputes, claims,
and demands relating to the Trust, and out of the assets of the
Trust, to pay or to satisfy any debts, claims or expenses
incurred in connection therewith, including those of litigation,
and such power shall include without limitation the power of the
Trustees or any appropriate committee thereof, in the exercise of
their or its good faith business judgment, to dismiss any action,
suit, proceeding, dispute, claim, or demand, derivative or
otherwise, brought by any Person, including a Shareholder in its
own name or the name of the Trust, whether or not the Trust or
any of the Trustees may be named individually therein or the
subject matter arises by reason of business for or on behalf of
the Trust.

ARTICLE IV

CONTRACTS

SECTION 4.1 - Agreements for the Sale of Shares.

Subject to the provisions of the 1940 Act, the Trustees may,
in their discretion, from time to time enter into, renew, amend,
or modify an exclusive or non-exclusive underwriting contracts or
Fund Participation Agreements providing for the sale of the
Shares to net the Trust an amount per Share not less than the
amount provided for in Section 8.1 hereof, whereby the Trustees
may agree to sell the Shares to the other party to the contract
and/or appoint such other party sales agent of the Trust for the
Shares, on such terms and conditions as may be prescribed in the
By-Laws, if any, and such further terms and conditions as the
Trustees may, in their discretion, determine not inconsistent
with the provisions of this declaration or the By-Laws; and any
such contract may also provide for the redemption or repurchase

-11-

<PAGE> 16
of the Shares.

SECTION 4.2 - Investment Advisory or Management Contract.

Subject to the provisions of the 1940 Act, the Trustees may,
in their discretion, from time to time enter into, renew, amend,
or modify an investment advisory and/or management contract or
contracts whereby the other party or parties to such contract or
contracts shall undertake to furnish to the Trust such
management, investment advisory, statistical, and research
facilities and services and such other facilities and service, if
any, and all upon such terms and conditions as the Trustees may,
in their discretion, determine, including the grant of authority
to such other party to determine what Securities shall be
purchased or sold by the Trust and what portion of its assets
shall be left uninvested, which authority shall include the power
to make changes in the Trust's investments. Notwithstanding any
provisions of this Declaration, the Trustees may authorize the
Investment Adviser (subject to such general or specific
instructions as the Trustees may from time to time adopt) to
effect purchases, sales, loans or exchanges of Securities of the
Trust on behalf of the Trustees and may authorize any officer,
employee or Trustee to effect such purchases, sales, loans or
exchanges pursuant to recommendations of the Investment Adviser,
all without further action by the Trustees. Any such activities
shall be deemed to have been authorized by all of the Trustees.
Such investment advisory and/or management contract may permit
the investment advisory organization to sub-contract some or all
of the services described in the contract to a third party
provided such sub-contracts are approved by the Trustees prior to
the effective date of such services.

SECTION 4.3 - Transfer Agent.

The Trustees may in their discretion from time to time enter
into a transfer agency and Shareholder service contract or
contracts whereby the other party or parties to such contract or
contracts shall undertake to furnish transfer agency and
Shareholder services to the Trust. Any such contract shall have
such terms and conditions as the Trustees may, in their
discretion, determine not inconsistent with this Declaration or
the By-Laws. Such services may be provided by one or more
Persons.

SECTIONS 4.4 - Affiliations of Trustees or Officer, etc.

Any Shareholder, Trustee or officer of the Trust,
individually, or any firm of which any Shareholder, Trustee or
officer of the Trust may be a member, or any Person of which any
Shareholder, Trustee or officer of the Trust may be an officer or
director or in which any Shareholder, Trustee or officer of the
Trust may be directly or indirectly interested as the holder of
any amount of its capital stock or otherwise, may be a party to,

-12-

<PAGE> 17
or may be financially or otherwise interested in, any contract or
transaction of the Trust, and, in the absence of fraud, no
contract or other transaction shall be thereby affected or
invalidated by reason of the existence of any such relationship;
nor shall any Person holding such relationship be liable merely
by reason of such relationship for any loss or expense to the
Trust under or by reason of such contract or accountable for any
profit realized directly or indirectly therefrom, provided that
the fact of any such interests or relationships shall be
disclosed or shall have been known to the Trustees or a majority
thereof. Any such Shareholder, Trustee or officer of the Trust
may be counted in determining the existence of a quorum at the
meeting of the Trustees of the Trust which shall authorize any
such contract or transaction, and may vote thereat to authorize
any such contract or transaction, with like force and effect as
if such other interests or relationships did not exist. In
furtherance and not in limitation of the foregoing, the Trustees
of the Trust are expressly authorized to contract for investment
advisory and management services of any nature, as described in
Section 4.2, with any Person Affiliated with any Trustee or
parent or Affiliated or Interested Person of any such Person, on
such terms as the Trustees may deem desirable. The Trustees are
further expressly authorized to contract with any such Person or
parent or Affiliated or Interested Person of any such Person on
such terms as the Trustees may deem desirable for the
distribution of Shares of the Trust as described in Section 4.1
and to contract for other services, including, without limitation
services as Transfer Agent for the Trust's Shares as described in
Section 4.3 above with any such Person on such terms as the
Trustees may deem desirable. Any such Person or parent or
Affiliated or Interested Person of any such Person which enters
into one or more of such contracts may also perform similar or
identical services for other investment companies and other
Persons without restriction by reason of the relationship with
the Trust.

ARTICLE V

LIMITATIONS OF LIABILITY OF
SHAREHOLDERS, TRUSTEES AND OTHERS

SECTION 5.1 - No Personal Liability of Shareholders, Trustees,
etc.

No Shareholder as such shall be subject to any personal
liability whatsoever to any Person in connection with Trust
Property or the acts, omissions, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust as
such shall be subject to any personal liability whatsoever to any
Person in connection with Trust Property or the affairs of the
Trust, save only that to which they would be subject by reason of

-13-

<PAGE> 18
willful misfeasance, bad faith, or gross negligence in the
performance of their duties, or by reason of their reckless
disregard of their obligations and duties with respect to such
Person; and all Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising directly or
indirectly in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of
the Trust is made a party to any suit or proceeding to enforce
any such liability of the Trust, he shall not, on account
thereof, be held to any personal liability. The Trust shall
indemnify and hold each Shareholder harmless from and against all
claims and liabilities to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and
shall reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim or
liability. The rights accruing to a Shareholder under this
Section 5.1 shall not exclude any other right to which such
Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though
not specifically provided herein.

SECTION 5.2 - Non-Liability of Trustees, etc.

No Trustee, officer, employee or agent of the Trust shall be
liable to the Trust, its Shareholders, or to any Shareholder,
Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to
compel in any way any former or acting Trustee to redress any
breach of Trust), except for his own bad faith, willful
misfeasance, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

SECTION 5.3 - No Bond Required of Trustees.

No Trustee shall be obligated to give any bond or other
security for the performance of any of his duties.

SECTION 5.4 - No Duty of Investigation; Notice in Trust
Instruments, etc.

No purchaser, lender, Transfer Agent, Custodian or other
Person dealing with the Trustees or any officer, employee or
agent of the Trust shall be bound to make any inquiry concerning
the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for
the application of Trust Property paid, loaned, or delivered to
or on the order of the Trustees or of said officer, employee or
agent. Every obligation, contract, instrument, certificate,
Share, other security of the Trust or undertaking, and every
other act or thing whatsoever executed in connection with or on
behalf of the Trust

-14-

<PAGE> 19
shall be conclusively presumed to have been executed or done by
the executors thereof only in their capacity as Trustees under
this Declaration or in their capacity as officer, employees or
agents of the Trust. Every written obligation, contract,
instrument, certificate, Share, other security of the Trust or
undertaking made or issued by the Trustees may recite, in
substance, that the same is executed or made by them not
individually, but as Trustees under the Declaration, and that the
obligations of the Trust under any such instrument are not
binding upon any of the Trustees or Shareholders individually,
but bind only the Trust estate, and may contain any further
recital which they or he may deem appropriate, but the omission
of such recital shall not operate to bind the Trustee or
Shareholders individually. The Trustees may maintain insurance
for the protection of the Trust Property, its Shareholders,
Trustees, officer, employees, and agents in such amount as the
Trustees shall deem adequate to cover possible tort liability,
and such other insurance as the Trustees in their sole judgment
shall deem advisable.

SECTION 5.5 - Reliance on Experts, etc.

Each Trustee, officer, employee, or agent of the Trust
shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of
account or other records of the Trust, upon an opinion of
counsel, or upon reports made to the Trust by any of its officer,
employees, agents or by the Investment Adviser, the Distributor,
Transfer Agent, Custodian, selected dealers, accountants,
appraisers or other experts or consultants selected with
reasonable care by the Trustees, officers, or employees of the
Trust, regardless of whether any such Person may also be a
Trustee or an Interested Person of the Trust.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

SECTION 6.1 - Beneficial Interest.

The interest of the beneficiaries of the Trust shall be
divided into transferable Shares and fractions of Shares of
beneficial interest without par value in the various series of
the Trust. The number of Shares of beneficial interest in each
series of the Trust is unlimited. Prior to issuance of any
shares, the Trustees may, by resolution, designate them as a
series and give them the name of the Portfolio of the Trust with
respect to which such shares will be issued. The Trustees shall
have authority in their sole discretion to create additional
series of Shares of

-15-

<PAGE> 20
beneficial interest, on such terms and conditions as they may
determine, without vote of the Shareholders. The Trustees shall
have authority, in their sole discretion, to combine series of
Shares of beneficial interest or a class of shares of beneficial
interest with another series of Shares of beneficial interest or
another class of Shares of beneficial interest, without vote of
the Shareholders, either

(a) through an exchange of Shares of beneficial
interest in one series for Shares of beneficial
interest in another series, or

(b) by amendment of the terms of and conditions
applicable to a series of Shares of beneficial interest
to conform such terms and conditions to the terms and
conditions applicable to the other series of Shares of
beneficial interest;

provided that any such combination of two or more series of
Shares of beneficial interest shall always be effected in a way
that will preserve the relative net asset value of the Shares of
beneficial interest affected. All Shares of beneficial interest
issued hereunder including, without limitation, Shares of
beneficial interest issued in connection with any dividend
declared and paid in Shares of beneficial interest or any split
of Shares of beneficial interest, shall be fully paid and non-assessable.

SECTION 6.2. - Rights of Shareholders.

The ownership of the Trust Property of every description and
the right to conduct any business hereinbefore described are
vested exclusively in the Trustees, and the Shareholders shall
have no interest in the Trust Property or in the Business of the
Trust other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition,
divisions, dividends or distributions of any property, profits,
rights or interests of the Trust, nor can they be called upon
personally to share or assume any losses of the Trust or suffer
an assessment of any kind by virtue of their ownership of Shares.
The Shares shall be personal property giving only the rights
specifically set forth in this Declaration. The Shares shall not
entitle the Shareholder to preference, preemptive or appraisal
rights except as the Trustees may determine with respect to each
series.

SECTION 6.3 - Trust Only.

It is the intention of the Trustees to create only the
relationship of Trustee and beneficiary between the Trustees and
each Shareholder from time to time. It is not the intention of
the Trustees to create a general partnership, limited
partnership,

-16-

<PAGE> 21
joint stock association, joint venture, corporation, bailment or
any form of legal relationship other than a Trust. Nothing in
this Declaration shall be construed to make the Shareholders,
either by themselves or with the Trustees, partners or members of
a joint stock association.

SECTION 6.4 - Issuance of Shares.

The Trustees, in their discretion, may at any time and from
time to time without vote of the Shareholders, issue Shares of
one or more Trust series to a person or persons for such amount
and type of consideration, including cash or property, and, the
Trustees may also reduce the number of outstanding Shares of one
or more Trust series, at such time or times, and on such terms as
the Trustees may deem appropriate, and the Trustees may in such
manner acquire other assets (including the acquisition of assets
subject to, and in connection with the assumption of liabilities)
and businesses. In connection with any issuance of Shares of one
or more Trust series, the Trustees may issue fractional Shares.
The Trustees may from time to time divide or combine the Shares
of any series into a greater or lesser number without thereby
changing the proportionate beneficial interests in the series.
Contributions to a series may be accepted for, and Shares shall
be redeemed as, whole Shares and/or 1/1,000ths of a Share or
integral multiples thereof.

SECTION 6.5 - Register of Shares; Share Certificates.

A register for each series of the Trust shall be kept at the
principal office of the Trust or of an office of the Transfer
Agent which shall contain the names and addresses of the
Shareholders of that series and the number of Shares of that
series held by them respectively and a record of all transfers
thereof. Such register shall be conclusive as to who are the
holders of the Shares of that series and who shall be entitled to
receive dividends or distributions or otherwise to exercise or
enjoy the rights of Shareholders of that series. No Shareholder
shall be entitled to receive payment of any dividend or
distribution, or to have notice given to him as herein or in the
By-Laws provided, until he has given his address to the Transfer
Agent or such other officer or agent of the Trustees who shall
keep the register of that series for entry thereon. It is not
contemplated that certificates will be issued for Shares;
however, the Trustees, in their discretion, may authorize the
issuance of Share certificates and promulgate appropriate rules
and regulations as to their use.

SECTION 6.6 - Transfer of Shares.

Shares shall be transferable on the register of each series
of the Trust only by the record owner thereof or by his agent
thereunto duly authorized in writing, upon delivery to the
Trustees or the Transfer Agent of a duly executed instrument of

-17-

<PAGE> 22
transfer, together with such evidence of the genuineness of each
such execution and authorization and of such other matters as may
reasonably be required. Upon such delivery, the transfer shall
be recorded on the register of the particular series of the
Trust. Until such record is made, the owner of record shall be
deemed to be the holder of such Shares for all purposes hereunder
and neither the Trustees nor any Transfer Agent or registrar, if
any, nor any officer, employee or agent of the Trust shall be
affected by any notice of the proposed transfer.

Any Person becoming entitled to any Shares in consequence of
the death, bankruptcy, or incompetence of any Shareholder, or
otherwise by operation of law, except as may otherwise be
provided by the laws of the Commonwealth of Massachusetts, shall
be recorded on the register of Shares of the Trust series as the
holder of such Shares upon production of the proper evidence
thereof to the Trustees or the Transfer Agent, but until such
record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither
the Trustees nor any Transfer Agent or registrar, if any, nor any
officer or agent of the Trust shall be affected by any notice of
such death, bankruptcy or incompetence, or other operation of
law. Nothing in this Declaration shall impose on the Trustees or
a Transfer Agent a duty, or limit their rights, to inquire into
adverse claims.

SECTION 6.7 - Notices.

Any and all notices to which any Shareholder may be entitled
and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder of
record at his last known address as recorded on the register of
the Trust.

SECTION 6.8 - Treasury Shares.

Shares held in the treasury shall, until reissued pursuant
to Section 6.4, not confer any voting rights on the Trustees, nor
shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

SECTION 6.9 - Voting Powers.

The Shareholders shall have power to vote with respect to
such matters relating to the Trust as may be required by law,
this Declaration, the By-Laws, the 1940 Act, any registration of
the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable.

Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees.
Shares shall

-18-

<PAGE> 23
not entitle the Shareholders to preference, appraisal,
conversion, exchange or preemptive rights of any kind. Until
Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this
Declaration or the By-Laws to be taken by Shareholders. The By-
Laws may include further provisions for Shareholder's votes and
meetings, setting of record dates, and related matters.

SECTION 6.10 - Series or Classes of Shares.

Because the Shares of the Trust are intended to be divided
into multiple series, as provided in Section 6.1 hereof, the
following provisions shall be applicable:

(a) The number of authorized Shares and the number of
Shares of each series or of each class that may be issued
shall be unlimited. The Trustees may classify or reclassify
any unissued Shares or any Shares previously issued and
reacquired of any series or class into one or more series or
one or more classes that may be established and designated
from time to time. The Trustees may hold such shares as
treasury Shares (of the same or some other series or class),
reissue them for such consideration and on such terms as
they may determine, or cancel any Shares of any series or
any class reacquired by the Trust at their discretion from
time to time.

(b) The power of the Trustees to invest and reinvest
the Trust Property shall be governed by Section 3.2 of this
Declaration with respect to any one series or class which
represents the interests in the assets of the Trust
immediately prior to the establishment of two or more series
or classes and the power of the Trustees to invest and
reinvest assets applicable to any series or class shall be
as set forth in the instrument of the Trustees establishing
such series or class which is hereinafter described.

(c) All consideration received by the Trust for the
issue or sale of Shares of a particular series or class,
together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds
or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong
to that series or class for all purposes, subject only to
the rights of creditors, and shall be so recorded upon the
books of account of the Trust. In the event that there are
any assets, income, earnings, profits, and proceeds thereof,
funds, or payments which are not readily identifiable as
belonging to any particular series or class, the Trustees

-19-
<PAGE> 24
shall allocate them among any one or more of the series or
classes established and designated from time to time in such
manner and on such basis as they, in their sole discretion,
deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the
Shareholders of all series or classes for all purposes.

(d) The assets belonging to each particular series or
class shall be charged with the liabilities of the Trust in
respect of that series or class and all expenses, costs,
charges and reserves attributable to that series or class,
and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as
belonging to any particular series or class shall be
allocated and charged by the Trustees to and among any one
or more of the series or class established and designated
from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable.
Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding
upon the holders of all series or classes for all purposes.
The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items
shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive
and binding upon the Shareholders.

(e) With respect to any series or class of Trust
Shares, dividends and distributions on Shares of a
particular series or class may be paid with such frequency
as the Trustees may determine, which may be daily or
otherwise, pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may
determine, to the Shareholders of Shares of that series or
class, from such of the income and capital gains, accrued or
realized, from the assets belonging to that series or class,
as the Trustees may determine, after providing for actual
and accrued liabilities belonging to that series or class.
All dividends and distributions on Shares of a particular
series or class shall be distributed pro rata to the
shareholders of that series or class in proportion to the
number of Shares of that series or class held by such
shareholders at the date and time of record established for
the payment of such dividends or distributions.

(f) The Trustees shall have the power to determine the
designations, preferences, privileges, limitations and
rights, including voting and dividend rights, of each class
and series of Shares.

-20-
<PAGE> 25
(g) The establishment and designation of any series or
class of Shares shall be effective upon the execution by a
majority of the then Trustees of an instrument setting forth
such establishment and designation and the relative rights
and preferences of such series or class, or as otherwise
provided in such instrument. At any time that there are no
Shares outstanding of any particular series or class
previously established and designated, the Trustees may, by
an instrument executed by a majority of their number,
abolish that series or class and the establishment and
designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this
Declaration.

ARTICLE VII

REDEMPTION, REPURCHASE, AND
REDUCTION OF SHARES

SECTION 7.1 - Redemption of Shares.

All Shares of the Trust shall be redeemable, at the
redemption price determined in the manner set forth in this
Declaration. Redeemed or repurchased Shares may be reissued by
the Trust.

The Trust shall redeem Shares at the price determined as
hereinafter set forth, upon the appropriately verified written
application of the record holder thereof (or upon such other form
of request as the Trustees may determine) at such office or
agency
as may be designated from time to time for that purpose by the
Trustees. The Trustees may from time to time specify additional
conditions not inconsistent with the 1940 Act regarding the
redemption of Shares.

SECTION 7.2 - Price.

Shares shall be redeemed at their net asset value
determined as set forth in Section 8.1 hereof as of such time as
the Trustees shall have prescribed by resolution. In the absence
of such resolution, the redemption price of Shares deposited
shall be the net asset value of the particular Shares of
beneficial interest next determined as set forth in Section 8.1
after receipt of the application required by Section 7.1.

SECTION 7.3 - Payment.

Payment for redeemed Shares shall be made at such time and
in the manner, not inconsistent with the 1940 Act or other
applicable law, as may be specified from time to time in the
Prospectus, subject to the provisions of Section 7.4 hereof.

-21-
<PAGE> 26
SECTION 7.4 - Repurchase by Agreement.

The Trust may repurchase Shares of any series of the Trust
directly, or through the Distributor or another agent designated
for the purpose, by agreement with the owner thereof at a price
not exceeding the net asset value per Share next determined after
the time when the purchase or contract is made or the net asset
value as of any time which may be later determined pursuant to
Section 8.1 hereof, provided payment is not made for the Shares
prior to the time as of which such net asset value is determined.

SECTION 7.5 - Redemption of Shareholder's Interest; Redemption
of Shares to Qualify as a Regulated Investment
Company; Disclosure of Holdings.

The Trust shall have the right at any time to redeem the
Shares of any Shareholder for their then current net asset value
per Share if at such time the Shareholder owns Shares having an
aggregate net asset value of less than the minimum initial
investment amount required of new Shareholders, subject to such
terms and conditions as the Trustees may approve and subject to
the Trust's giving general notice to all Shareholders of the
existence of such right, either by publication in the Trust's
Prospectus, if any, or by such other means as the Trustees may
determine.

If the Trustees shall, at any time and in good faith, be of
the opinion that direct or indirect ownership of Shares or other
Securities of the Trust have or may become concentrated in
any Person to an extent which would disqualify the Trust as a
regulated investment company under the Internal Revenue Code,
then the Trustees shall have the power by lot or other means
deemed equitable by them to:

(a) Call for redemption by any such Person a number,
or principal amount, of shares or other Securities of the
Trust sufficient to maintain or bring the direct or indirect
ownership of Shares or other Securities of the Trust into
conformity with the requirements for such qualification, and

(b) Refuse to transfer or issue Shares or other
Securities of the Trust to any Person whose acquisition of
the Shares or other Securities of the Trust in question
would, in the judgment of the Trustees, be likely to result
in such disqualification.

The redemption shall be effected at the redemption price.

The holders of Shares or other Securities of the Trust
shall, upon demand, disclose to the Trustees in writing such
information with respect to direct and indirect ownership of
Shares or other Securities of the Trust as the Trustees deem
necessary to comply with the provisions of the Internal Revenue

-22-
<PAGE> 27
Code, or to comply with the requirements of any other taxing
authority.

SECTION 7.6 - Suspension of Right of Redemption.

The Trust may declare a suspension of the right of
redemption or postpone the date of payment of redemption for the
whole or any part of any period:

(a) During which the New York Stock Exchange is closed
other than customary weekend and holiday closings;

(b) During which trading on the New York Stock
Exchange is restricted;

(c) During which an emergency exists as a result of
which disposal by the Trust of Securities owned by it is not
reasonably practicable or it is not reasonably practicable
for the Trust fairly to determine the value of its net
assets; or

(d) During any other period when the Commission may
for the protection of Shareholders of the Trust by order
permit suspension of the right of redemption or postponement
of the date of payment of redemption;

provided that applicable rules and regulations of the Commission
shall govern as to whether the conditions prescribed in
subparagraphs (b), (c) or (d) exist. Such suspension shall take
effect at such time as the Trust shall specify but not later than
the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right
of redemption or payment on redemption until the Trust shall
declare the suspension at an end, except that the suspension
shall terminate in any event on the first day on which said stock
exchange shall have reopened or the period specified in
subparagraphs (b) or (c) above shall have expired (as to which
the absence of an official ruling by the Commission, the
determination of the Trust shall be conclusive). In the case of
a suspension of the right of redemption, a Shareholder may either
withdraw his request for redemption or receive payment based on
the net asset value next determined after the termination of the
suspension.

SECTION 7.7 - Effect of Suspension of
Determination of Net
Asset Value.

If, pursuant to Section 8.1, the Trustees shall declare a
suspension of the determination of net asset value, the rights of
Shareholders (including those who shall have applied for
redemption pursuant to Section 7.1, but who shall not yet have
received payment) to have Shares redeemed and paid for by the
Trust and the right of the Trust to redeem Shares at its option
set forth in Section 7.5, shall be suspended until the
termination

-23-
<PAGE> 28
of such suspension is declared. Any shareholder who shall have
his redemption right so suspended may, during the period of such
suspension, by appropriate written notice of revocation at the
office or agency where application was made, revoke any
application for redemption not honored. The redemption price of
Shares for which redemption applications have not been revoked
shall be the net asset value of such Shares next determined as
set forth in Section 7.1 hereof after the termination of such
suspension, and payment shall be made within seven (7) days after
the date upon which the application was made plus the period
after such application during which the determination of net
asset value was suspended.

SECTION 7.8 - Reductions of Shares.

The Trustees may also reduce the number of outstanding
Shares of any or all of the series.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,
NET INCOME, AND DISTRIBUTIONS

SECTION 8.1 - Net Asset Value.

The value of the assets of each series of the Trust shall be
determined as follows: Securities and other assets allocable to
each series shall be valued by methods, reflecting their fair
value, as determined by the Trustees in good faith.

From the total value of said assets, there shall be deducted
the liabilities of the series, including proper accruals of
interest, taxes and other expense items, amounts determined and
declared as dividends or distributions, and reserves for
contingent or undetermined liabilities. The net asset value of
the series so obtained shall then be divided by the total number
of shares of the series outstanding and the result, rounded to
the nearest one-tenth of a cent, shall be the net asset value per
Share of the series. The net asset value of the Shares of the
series shall be determined once on each business day, as of the
close of trading on the New York Stock Exchange or as of such
other time or times as the Trustees shall determine. The power
and duty to make the daily calculations may be delegated by the
Trustees to the Investment Adviser, the Custodian, the Transfer
Agent, or such other Person as the Trustees by resolution may
determine. The Trustees may suspend the daily determination of
net asset value if to do so is not prohibited by the 1940 Act.

-24-
<PAGE> 29
SECTION 8.2 - Distributions With Respect to Outstanding Shares.

The Trustees shall, from time to time, distribute ratably
among the Outstanding Shares of each series such proportion of
the net profits, surplus (including paid-in surplus), capital, or
assets of each series held by the Trustees as they may deem
proper. Such distribution may be made in cash or property
(including without limitation, any type of obligation of the
Trust or any assets thereof), and the Trustees may distribute
ratably among the Outstanding Shares of a series Additional
Shares of the series issuable hereunder in such manner, at such
times, and on such terms as the Trustees may deem proper. Such
distribution may be among the Outstanding Shares at the time of
declaring a distribution or among the Outstanding Shares of the
series at such later date as the Trustees shall determine. The
Trustees may in their discretion determine that, solely for the
purposes of such distributions, Outstanding Shares shall exclude
Shares of a series for which orders have been placed subsequent
to a specified time on the date of distribution. The Trustees
may always retain from the net profits of a series of the Trust
such amount as they may deem necessary to pay the debts or
expenses of the series or to meet the obligations of the series,
or as they may deem desirable to use in the conduct of its
affairs or to retain for future requirements or extensions of the
business. The Trustees may adopt and offer to Shareholders such
dividend reinvestment plans, cash dividend payout plans, or other
plans as the Trustees shall deem appropriate.

Inasmuch as the computation of net income and gains for
federal income tax purposes may vary from the computation thereof
on the books of the Trust, the above provisions shall be
interpreted to give the Trustees the power in their discretion to
distribute for any fiscal year as ordinary dividends and as
capital gain distributions, respectively, additional amounts
sufficient to enable the Trust to avoid or reduce liability for
taxes.

SECTION 8.3 - Determination of Net Income.

The Trustees shall have the power to determine the net
income of each series of the Trust and from time to time to
distribute such net income ratably among the Shareholders of each
series as dividends in cash or additional Shares issuable
hereunder. The determination of net income and the resultant
declaration of dividends shall be as set forth in the Prospectus.
The Trustees shall have full discretion to determine whether any
cash or property received by a series shall be treated as income
or as principal and whether any item of expense shall be charged
to the income or the principal account, and their determination
made in good faith shall be conclusive upon the Shareholders of
each series. In the case of stock dividends received, the
Trustees

-25-
<PAGE> 30
shall have full discretion to determine, in the light of the
particular circumstances, how much, if any, of the value thereof
shall be treated as income, the balance, if any, to be treated as
principal.

SECTION 8.4 - Power to Modify Foregoing Procedures.

Notwithstanding any of the foregoing provisions of this
Article VIII, the Trustees may prescribe, in their absolute
discretion, such other basis and time for determining the per
share net asset value of the Trust's Shares or net income, or the
declaration and payment of dividends and distributions as they
may deem necessary or desirable.

ARTICLE IX

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS; ETC.

SECTION 9.1 - Duration.

The Trust shall continue without limitation of time, subject
to the provisions of this Article IX.

SECTION 9.2 - Termination of Trust.

(a) the Trust may be terminated by the affirmative
vote of a majority of the Shares Outstanding and entitled to
vote, at any meeting of Shareholders or by an instrument in
writing, without a meeting, signed by a majority of the
Trustees and consented to by the holders of not less than a
majority of such Shares. Upon the termination of the Trust,

(i) the Trust shall carry on no business except
for the purpose of winding up its affairs;

(ii) the Trustees shall proceed to wind up the
affairs of the Trust and all of the powers of the
Trustees under this Declaration shall continue until
the affairs of the Trust shall have been wound up,
including, without limitation, the power to fulfill or
discharge the contracts of the Trust, collect its
assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining
Trust Property to one or more Persons at public or
private sale for consideration which may consist in
whole or in part of cash, Securities, or other property
of any kind, to discharge or pay its liabilities, and
do all other acts appropriate to liquidate its
business; provided that any sale, conveyance,
assignment,

-26-
<PAGE> 31
exchange, transfer or other disposition of all or
substantially all the Trust Property shall require
Shareholder approval in accordance with Section 9.4
hereof; and

(iii) after paying or adequately providing for the
payment of all liabilities, and upon receipt of such
releases, indemnities and refunding agreements, as they
deem necessary, the Trustees may distribute the
remaining Trust Property, if any, in cash or in kind or
partly in each, among the Shareholders according to
their respective rights.

(b) After termination of the Trust and distribution to
the Shareholders as herein provided, a majority of the
Trustees shall execute and lodge among the records of the
Trust as instrument in writing setting forth the fact of
such termination, and the Trustees shall thereupon be
discharged from all further duties hereunder, and the rights
and interests of all Shareholders shall thereupon cease.

SECTION 9.3 - Amendment Procedure.

(a) This Declaration may be amended by a vote of a
majority of the Shares Outstanding and entitled to vote or
by any instrument in writing, without a meeting, signed by a
majority of the Trustees and consented to by the holders of
a majority of the Shares Outstanding and entitled to vote.
The Trustees may also amend this Declaration without the
vote or consent of Shareholders, if they deem it necessary
to conform this Declaration to the requirements of
applicable federal laws or regulations or the requirements
of the regulated investment company provisions of the
Internal Revenue Code, but the Trustees shall not be held
liable for failing to do so;

(b) No amendment may be made under this Section 9.3
that would change any rights with respect to any Shares of
the Trust by reducing the amount payable upon liquidation of
the Trust or by diminishing or eliminating any voting rights
pertaining thereto, except with the affirmative vote of a
majority of the Shares Outstanding and entitled to vote.
Nothing contained in this Declaration shall permit the
amendment of this Declaration to impair the exemption from
personal liability of the Shareholders, Trustees, officer,
employees and agents of the Trust or to permit assessments
upon Shareholders; and

(c) A certificate signed by a majority of the Trustees
setting forth an amendment and reciting that it was duly
adopted by the Shareholders or by the Trustees as aforesaid
or a copy of the Declaration, as amended, and executed by a
majority of the Trustees, shall be conclusive evidence of

-27-
<PAGE> 32
such amendment when lodged in the records of the Trust.

Notwithstanding any other provision hereof, until such time
as a Registration Statement under the Securities Act of 1933, as
amended, covering the first public offering of Shares shall have
become effective, this Declaration may be terminated or amended
in any respect by the affirmative vote of a majority of the
Trustees or by an instrument signed by a majority of the
Trustees.

SECTION 9.4 - Merger, Consolidation or Sale of Assets.

The Trust may merge or consolidate with any other Person or
may sell, lease or exchange all or substantially all of the
property of any or all of the series, including its goodwill, if
any, upon such terms and conditions and for such consideration
when and as authorized, at any meeting of Shareholders called for
that purpose, by the affirmative vote of the holders of not less
than two-thirds of the Shares Outstanding and entitled to vote,
or by an instrument or instruments in writing without a meeting,
consented to by the holders of not less than two-thirds of the
Shares outstanding and entitled to vote or by such other vote as
may be established by the Trustees with respect to any series or
class of Shares; provided, however, that if such merger,
consolidation, sale, lease or exchange is recommended by the
Trustees, a majority Shareholder vote shall be sufficient
authorization; and any such merger, consolidation, sale, lease or
exchange shall be deemed for all purposes to have been
accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts.

SECTION 9.5 - Incorporation.

With the vote of a majority of the Shares Outstanding and
entitled to vote, the Trustees may cause to be organized or
assist in organizing a corporation or corporations under the laws
of any jurisdiction, or any other Trust, partnership, association
or other organization to take over all or substantially all of
the Trust Property or to carry on any business in which the Trust
shall directly or indirectly have any interest, and to sell,
convey and transfer all or substantially all of the Trust
Property to any such corporation, Trust, association or
organization in exchange for Securities thereof or otherwise, and
to lend money to, subscribe for Securities of, and enter into any
contracts with any such corporation, trust, partnership,
corporation, or organization, or any corporation, partnership,
trust, association or organization in which the Trust holds or is
about to acquire Securities or any other interest. The Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto and any such corporation, trust, partnership,
association or other organization to the extent not prohibited by
applicable law then in effect. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees

-28-
<PAGE> 33
to organize or assist in organizing one or more corporations,
trusts, partnerships, associations or other organizations, and
selling, conveying or transferring a portion of the Trust
Property to such organization or entities.

ARTICLE X

MISCELLANEOUS

SECTION 10.1 - Filing.

This Declaration and any amendment hereto shall be filed in
the office of the Secretary of the Commonwealth of Massachusetts
and in such other places as may be required under the laws of
Massachusetts and may also be filed or recorded in such other
places as the Trustees deem appropriate. Each amendment so filed
shall be accompanied by a certificate signed and acknowledged by
a Trustee stating that such action was duly taken in a manner
provided herein, and unless such amendment or such certificate
sets forth some later time for the effectiveness of such
amendment, such amendment shall be effective upon its filing. A
restated Declaration, integrating into a single instrument all of
the provisions of the Declaration which are then in effect and
operative, may be executed from time to time by a majority of the
Trustees and shall, upon filing with the Secretary of the
Commonwealth of Massachusetts, be conclusive evidence of all
amendments contained therein and may thereafter be referred to in
lieu of the original Declaration and the various amendments
thereto.

SECTION 10.2 - Governing Law.

This Declaration is executed by the Trustees and delivered
in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and
construction of every provision hereof shall be subject to and
construed according to the laws of said Commonwealth.

SECTION 10.3 - Counterparts.

This Declaration may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original,
and such counterparts, together, shall constitute one and the
same instrument, which shall be sufficiently evidenced by any
such original counterpart.

SECTION 10.4 - Reliance by Third Parties.

Any certificate executed by an individual who, according to
the records of the Trust appears to be a Trustee hereunder or an
officer of the Trust appointed by the Trustees, certifying to:

(a) The number or identity of Trustees or Shareholders

-29-
<PAGE> 34
or agents or employees;

(b) The due authorization of the execution of any
instrument in writing;

(d) The fact that the number of Trustees or
Shareholders present at any meeting or executing any written
instrument satisfies the requirements of this Declaration;

(e) The form of any By-Laws adopted by, or the
identity of, any officers, Trustees, agents or employees; or

(f) The existence of any fact or facts which in any
manner relate to the affairs of the Trust:

shall be conclusive evidence as to the matters so certified in
favor of any person dealing with the Trustees or their successors
of the Trust.

SECTION 10.5 - Provisions in Conflict With Law or Regulations.

(a) The provisions of this Declaration are severable
and, if the Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the
1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never
to have constituted a part of this Declaration; provided,
however, that such determination shall not affect any of the
remaining provisions of this Declaration or render invalid
or improper any action taken or omitted prior to such
determination; and

-30-
<PAGE> 35
(b) If any provision of this Declaration shall be held
invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such
provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.

SECTION 10.6 - Index and Heading for Reference Only.

The index and headings preceding the text, articles and
sections hereof have been inserted for convenience and reference
only and shall not be construed to affect the meaning,
construction or effect of this Declaration.

IN WITNESS WHEREOF, the undersigned, being the initial
Trustees of the Trust, have executed this instrument the day and
date first written.

/s/ Susan L. Harris /s/ Jeffrey A. Clopeck
- -------------------- -----------------------
Susan L. Harris, as Trustee Jeffrey A. Clopeck, as Trustee
and not individually and not individually
11601 Wilshire Boulevard Residence Adress:
Los Angeles, California 90025-1748 43 Hearthstone Dr.
Medfeild, MA 02052

County of Los Angeles, ss.
State of California

There personally appeared before me, the above named Susan L.
Harris who acknowledged the foregoing instrument to be his free act
and deed this 9th day of September, 1992.

/s/ Virgina Puzon
-------------------
Notary Public

My Commission expires: May 11, 1996
-------------

* * *

County of Suffolk , ss
--------------
Commonwealth of Massachusetts

There personally appeared before me, the above named Jeffrey A.
Clopeck who acknowledged the foregoing instrument to be his free act
and deed this 11th day of September, 1992.

/s/ Justine C. Natarangh
------------------------
Notary Public

My Commission expires: April 10, 1998
---------------

-31-
<PAGE> 36

SUNAMERICA SERIES TRUST
AMENDMENT TO DECLARATION OF TRUST

I, Susan L. Harris, the duly elected, qualified and acting
Secretary of SunAmerica Series Trust, a business trust organized
under the laws of the Commonwealth of Massachusetts ("Trust"), do
hereby certify that the Board of Trustees as its September 16, 1992
organizational meeting, unanimously adopted the following
resolutions and that said resolutions are in full force and effect:

WHEREAS, the Trust is required to maintain a
principal office and resident agent for service in
the Commonwealth of Massachusetts;

THEREFORE, BE IT RESOLVED, that the principal
office of this Trust shall be established and
maintained c/o Prentice Hall Legal and Financial
Services, 84 State Street, Boston, Massachusetts,
02109, and the resident agent of this Trust shall
be Prentice Hall Legal and Financial Services.

IN WITNESS WHEREOF, the undersigned has executed this
Certificate this 29th day of September, 1992.

/s/ Susan L. Harris
--------------------
Susan L. Harris

-32-
<PAGE> 37

SUNAMERICA SERIES TRUST

AMENDMENT TO DECLARATION OF TRUST

The undersigned as Secretary of SunAmerica Series Trust
("Trust") hereby certifies that the following actions were taken at
a meeting of the Board of the Trust on September 16, 1992:

1. By written instrument, a copy of which is
attached hereto, Trustees Harris and Clopeck voted
to increase the number of Trustees of the Trust to
five;

2. Trustees Harris and Clopeck elected Mr.
Robert P. Saltzman, Mr. Richards D. Barger, Mr.
Gordon F. Hampton, Dr. Frank L. Ellsworth, and Mr.
Norman J. Metcalfe as Trustees of the Trust;

3. Trustees Harris and Clopeck resigned their
positions as Trustees; and

4. Robert P. Saltzman, Richards D. Barger, Dr.
Frank L. Ellsworth, Gordon F. Hampton and Norman
J. Metcalfe each accepted the position of Trustee
of the Trust and accepted the resignations of Ms.
Susan L. Harris and Mr. Jeffrey Clopeck as
Trustees.

By affixing their signatures hereto, the following persons (who
represent the entire Board of Trustees as of that date) accept the
function as Trustees of the Trust as of September 16, 1992:

/s/ Robert P. Saltzman /s/ Richards D. Barger
- ---------------------- ----------------------
Robert P. Saltzman Richards D. Barger
11601 Wilshire Blvd. 530 W. Sixth Avenue
Los Angeles, CA 90025 Los Angeles, CA 90014

/s/ Frank L. Ellsworth /s/ Gordon F. Hampton
- ---------------------- ----------------------
Frank L. Ellsworth Gordon F. Hampton
411 W. Fifth Street 333 So. Hope Street
Los Angeles, CA 90013 Los Angeles, CA 90071

/s/ Norman J. Metcalfe
- ----------------------
Norman J. Metcalfe
11601 Wilshire Blvd.
Los Angeles, CA 90025

Certified: /s/ Susan L. Harris Dated: 9/16/92
------------------- -------
Susan L. Harris, Secretary

-33-

<PAGE> 38

SUNAMERICA SERIES TRUST

Establishment and Designation of Shares
of Beneficial Interest

The undersigned, being the Assistant Secretary of SunAmerica
Series Trust (hereinafter referred to as the "Trust"), a trust with
transferable shares of the type commonly called a Massachusetts
Business Trust, DOES HEREBY CERTIFY that, pursuant to the authority
conferred upon the Trustees of the Trust by Section 6.1 of the
Declaration of Trust, dated September 9, 1992 (hereinafter, as so
amended, referred to as the "Declaration of Trust"), and by the
affirmative vote of a majority of the Board of Trustees of the Trust
at a special meeting duly called and held on August 30, 1994, the
Declaration of Trust is amended as follows:

That four series of the Trust's unissued shares of beneficial
interest, without par value, are hereby established to have all the
rights and preferences described in the Declaration of Trust, to be
designated as follows:

Balanced/Phoenix Investment Counsel Portfolio
International Diversified Equities Portfolio
Worldwide High Income Portfolio
Venture Value Portfolio

The actions contained herein shall be effective as of October 21,
1994.

By: /s/ Robert M. Zakem
-------------------
Robert M. Zakem, Assistant Secretary
SunAmerica Series Trust

-34-

<PAGE> 39

A C K N O W L E D G E M E N T

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

October 17, 1994

Then personally appeared before me the above named Robert M.
Zakem and acknowledged the foregoing instrument to be his free act and
deed.

/s/ Abbe Pomerance Stein
-------------------------
Notary Public

My commission expires January 13, 1996

-35-

<PAGE> 1
EXHIBIT 99.2

BY-LAWS

SUNAMERICA SERIES TRUST

<PAGE> 2

BY-LAWS

SUNAMERICA SERIES TRUST

INDEX

<TABLE>
<CAPTION>
Section and Title Page
<S> <C>
Article I. SHAREHOLDERS 1

1.01 Annual Meetings 1
1.02 Special Meetings 1
1.03 Place of Meetings 1
1.04 Notice of Meetings 1
1.05 Quorum 2
1.06 Votes Required 2
1.07 Proxies 2
1.08 List of Shareholders 2
1.09 Voting 2
1.10 Action by Shareholders Other than
at a Meeting 3

Article II. BOARD OF TRUSTEES 3

2.01 Powers 3
2.02 Number of Trustees 3
2.03 Regular Meetings 3
2.04 Special Meetings 4
2.05 Notice of Meetings 4
2.06 Quorum 4
2.07 Compensation and Expenses 5
2.08 Action by Trustees Other
than at a Meeting 5
2.09 Committees 5
2.10 Holding of Meetings by
Conference Telephone Call 5

Article III. Officers 6

3.01 Executive Officers 6
3.02 Chairman and Vice Chairman of the Board 6
3.03 President 6
3.04 Vice Presidents 6
3.05 Secretary and Assistant Secretaries 7
3.06 Treasurer and Assistant Treasurers 7
3.07 Subordinate Officers 7
3.08 Removal 8
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
Article IV. SHARES OF BENEFICIAL INTEREST 8

4.01 Certificates 8
4.02 Record Dates 8

Article V. GENERAL PROVISIONS 9

5.01 Checks 9
5.02 Custodian 9
5.03 Bonds 10
5.04 Inspection of Records 10
5.05 Representation of Shares 10
5.06 Offices of the Trust 10

Article VI. INDEMNIFICATION 10

Article VII. AMENDMENT OF BY-LAWS 13

</TABLE>

-ii-

<PAGE> 4

BY-LAWS

SUNAMERICA SERIES TRUST

ARTICLE I

SHAREHOLDERS

Section 1.01. Annual Meetings. Unless otherwise required
by law, the Declaration of Trust as amended from time to time
(the "Declaration") or by these By-Laws, the Trust shall not be
required to hold an annual meeting of Shareholders unless the
Board of Trustees determines to hold an annual meeting. If the
Board makes such a determination, the annual meeting of
Shareholders shall be held at such date and time as may be
designated from time to time by the Board for the election of
Trustees and the transaction of any business within the powers of
the Trust. Such business as is specifically required by statute
or by the Declaration to be stated in the notice must be so
stated. Failure to hold an annual meeting at the designated time
shall not, however, invalidate the existence of the Trust nor
affect otherwise valid acts of the Trust.

Section 1.02. Special Meetings. Special meetings of the
Shareholders may be called any time by the Chairman of the Board
of Trustees or the President, or by a majority of the Board by
vote at a meeting or in writing with or without a meeting, or in
writing by those Shareholders holding a majority of the
outstanding Shares of beneficial interest of the Trust.

Section 1.03. Place of Meetings. Meetings of the
Shareholders for the election of Trustees shall be held at such
place either within or without the Commonwealth of Massachusetts
as shall be designated from time to time by the Board of Trustees
and stated in the notice of the meeting. Meetings of
Shareholders for any other purpose may be held at such time and
place, within or without the Commonwealth of Massachusetts, as
shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 1.04. Notice of Meetings. Not less than ten days
nor more than 90 days before the date of any Shareholders'
meeting, the Secretary shall give to each Shareholder entitled to
vote at such meeting, written or printed notice stating the time
and place of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, either by
mail or by presenting it to the Shareholder personally or by
leaving it at the Shareholder's residence or usual place of
business. If mailed, such notice shall be deemed to be given
when

-1-
<PAGE> 5
deposited in the United States mail addressed to the Shareholder
at his post office address as it appears on the records of the
Trust, with postage thereon prepaid. Notwithstanding the
foregoing provision, a waiver of notice in writing, signed by the
Person or Persons entitled to such notice and filed with the
records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting in person or by
proxy, shall be deemed equivalent to the giving of such notice to
such Persons. Any meeting of Shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some
other place, and no notice need be given of any such adjourned
meeting other than by announcement at the meeting.

Section 1.05. Quorum. At any meeting of Shareholders the
presence in person or by proxy of Shareholders entitled to cast a
majority of the votes thereat shall constitute a quorum; but this
Section shall not affect any requirement under statute or under
the Declaration for the vote necessary for the adoption of any
measure. In the absence of a quorum the Shareholders present in
person or by proxy, by majority vote and without notice, may
adjourn the meeting from time to time until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally called.

Section 1.06. Votes Required. A majority of the votes cast
at a meeting of Shareholders, duly called and at which a quorum
is present, shall be sufficient to take or authorize action upon
any matter which may properly come before the meeting, unless
more than a majority of votes cast is required by statute or by
the Declaration.

Section 1.07. Proxies. A Shareholder may vote the Shares
owned of record by him either in person or by proxy executed in
writing by the Shareholder or by the Shareholder's duly
authorized attorney-in-fact. No proxy shall be valid after
eleven months from its date, unless otherwise provided in the
proxy. Every proxy shall be in writing, subscribed by the
Shareholder or the Shareholder's duly authorized attorney, and
dated, but need not be sealed, witnessed or acknowledged.

Section 1.08. List of Shareholders. At each meeting of
Shareholders, a full, true and complete list in alphabetical
order of all Shareholders entitled to vote at such meeting,
certifying the number of Shares held by each, shall be made
available by the Secretary.

Section 1.09. Voting. In all elections for Trustees every
Shareholder shall have the right to vote, in person or by proxy,
the Shares owned of record by the Shareholder, for as many
Persons as there are Trustees to be elected and for whose
election the Shareholder has a right to vote. At all meetings of
Shareholders,

-2-
<PAGE> 6
unless the voting is conducted by inspectors, the
proxies and ballots shall be received, and all questions
regarding the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the
Chairman of the meeting. If demanded by Shareholders, present
in person or by proxy, entitled to cast 10% in number of votes,
or if ordered by the Chairman, the vote upon election or question
shall be taken by ballot. Upon like demand or order, the voting
shall be conducted by two inspectors in which event the proxies
and ballots shall be received, and all questions regarding the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by such
inspectors. Unless so demanded or ordered, no vote need be by
ballot, and voting need not be conducted by inspectors.
Inspectors may be elected by the Shareholders at a meeting of
shareholders, to serve until the close of the next meeting of
shareholders. In case of a failure to elect inspectors, or in
case an inspector shall fail to attend, or refuse or be unable to
serve, the Shareholders at any meeting may choose an inspector or
inspectors to act at such meeting, and in default of such
election the Chairman of the meeting may appoint an inspector or
inspectors.

Section 1.10. Action by Shareholders Other than at a
Meeting. Any action required or permitted to be taken at any
meeting of Shareholders may be taken without a meeting, if a
consent in writing, setting forth such action, is signed by all
the Shareholders entitled to vote on the subject matter thereof
and any other Shareholders entitled to notice of a meeting of
Shareholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such
consent and waiver are filed with the records of the Trust.

ARTICLE II

BOARD OF TRUSTEES

Section 2.01. Powers. The Board may exercise all the
powers of the Trust, except such as are by statute, the
Declaration, or these By-Laws conferred upon or reserved to the
Shareholders. The Board shall keep full and fair accounts of its
transactions.

Section 2.02. Number of Trustees. The number of Trustees
shall be such number as shall be fixed from time to time by a
written instrument signed by a majority of the Trustees;
provided, however, the number of Trustees shall in no event be
reduced to less than three by such an instrument. The tenure of
office of a Trustee shall not be affected by any decrease in the
number of Trustees made by the Board.

Section 2.03. Regular Meetings. After any meeting of
Shareholders at which a Board of Trustees shall have been
elected, the Board so elected shall meet as soon as practicable
for the purpose of organization and the transaction of other
business. No

-3-
<PAGE> 7
notice of such first meeting shall be necessary if held
immediately after the adjournment, and at the site, of such
meeting of Shareholders. Other regular meetings of the Board
shall be held on such dates and at such places within or without
the Commonwealth of Massachusetts as may be designated from time
to time by the Board.

Section 2.04. Special Meetings. Special meetings of the
Board may be called at any time by the Chairman of the Board, the
President or the Secretary of the Trust, or by a majority of the
Board by vote at a meeting, or in writing with or without a
meeting. Such special meetings shall be held at such place or
places within or without the Commonwealth of Massachusetts as may
be designated from time to time by the Board. In the absence of
such designation, such meetings shall be held at such places as
may be designated in the calls.

Section 2.05. Notice of Meetings. Except as provided in
Section 2.03, notice of the place, day and hour of every regular
and special meeting of the Board of Trustees shall be given to
each Trustee two days (or more) before the meeting, by delivering
the same personally, or by sending the same by telegraph, or by
leaving the same at the Trustee's residence or usual place of
business, or, in the alternative, by mailing such notice three
days (or more) before the meeting, postage prepaid, and addressed
to the Trustee at the Trustee's last known business or residence
post office address, according to the records of the Trust.
Unless required by these By-Laws or by resolution of the Board,
no notice of any meeting of the Board need state the business to
be transacted thereat. No notice of any meeting of the Board
need be given to any Trustee who attends, or to any Trustee who
in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice.
Any meeting of the Board, regular or special, may adjourn from
time to time to reconvene at the same or some other place, and no
notice need be given of any such adjourned meeting other than by
announcement at the adjourned meeting.

Section 2.06. Quorum. At all meetings of the Board,
one-third of the entire Board (but in no event fewer than two
trustees) shall constitute a quorum for the transaction of
business. Except in cases in which it is by statute, by the
Declaration or by these By-Laws otherwise provided, the vote of a
majority of such quorum at a duly constituted meeting shall be
sufficient to elect and pass any measure. In the absence of a
quorum, the trustees present by majority vote and without notice
other than by announcement at the meeting may adjourn the meeting
from time to time until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at
the meeting as originally notified.

-4-
<PAGE> 8
Section 2.07. Compensation and Expenses. Trustees may,
pursuant to resolution of the Board, be paid fees for their
services, which fees may consist of an annual fee or retainer
and/or fixed fee for attendance at meetings. In addition,
Trustees may in the same manner be reimbursed for expenses
incurred in connection with their attendance at meetings or
otherwise in performing their duties as Trustees. Members of
committees may be allowed like compensation and reimbursement.
Nothing herein contained shall preclude any Trustee from serving
the Trust in any other capacity and receiving compensation
therefor.

Section 2.08. Action by Trustees Other than at a Meeting.
Unless otherwise required by law, any action required or
permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting, if a written
consent to such action is signed by all members of the Board or
of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or
committee.

Section 2.09. Committees. The Board may, by resolution
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the
Trustees. The Board may designate one or more Trustees as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution, shall have
and may exercise the powers of the Board in the management of the
business and affairs of the Trust, provided, however, that in the
absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent
or disqualified member. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the Board. Each committee shall keep
regular minutes of its meetings and report the same to the Board
when required.

Section 2.10. Holding of Meetings by Conference Telephone
Call. At any regular or special meeting of the Board or any
committee thereof, members thereof may participate in such a
meeting by means of conference telephone or similar
communications equipment by which all Persons participating in
the meeting can hear each other. Unless otherwise required by
law or regulations, participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

-5-
<PAGE> 9
ARTICLE III

OFFICERS

Section 3.01. Executive Officers. The Board of Trustees
shall choose a President and may choose a Chairman of the Board
and a Vice Chairman of the Board from among the Trustees, and
shall choose a Secretary and a Treasurer who need not be
Trustees. The Board of Trustees shall designate as principal
executive officer of the Trust either the Chairman of the Board,
the Vice Chairman, or the President. The Board of Trustees may
choose an Executive Vice President, one or more Senior Vice
Presidents, one or more Vice-Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers, none of whom
need be a Trustee. Any two or more of the above-mentioned
offices, except those of President and a Vice-President, may be
held by the same Person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if
such instrument be required by law, by the Declaration of Trust,
by the By-Laws or by resolution of the Board of Trustees to be
executed by any two or more officers. Each such officer shall
hold office until his successor shall have been duly chosen and
qualified, or until he shall have resigned or shall have been
removed. Any vacancy in any of the above offices may be filled
for the unexpired portion of the term of the Board of Trustees at
any regular or special meeting.

Section 3.02. Chairman and Vice Chairman of the Board. The
Chairman of the Board, if one be elected, shall preside at all
meetings of the Board of Trustees and of the Shareholders at
which he is present. He shall have and may exercise such powers
as are, from time to time, assigned to him by the Board of
Trustees. The Vice Chairman of the Board, if one be elected,
shall, when present and in the absence of the Chairman of the
Board, preside at all meetings of the Shareholders and Trustees,
and he shall perform such other duties as may from time to time
be assigned to him by the Board of Trustees or as may be required
by law.

Section 3.03. President. In the absence of the Chairman or
Vice Chairman of the Board, the President shall preside at all
meetings of the Shareholders and of the Board at which the
President is present; and in general, shall perform all duties
incident to the office of a president of a Trust, and such other
duties, as from time to time, may be assigned to him by the
Board.

Section 3.04. Vice Presidents. The Vice President or Vice
Presidents, including any Executive or Senior Vice Presidents, at
the request of the President, in the President's absence or
during the President's inability or refusal to act, shall perform
the duties and exercise the functions of the President, and when
so acting shall have the powers of the President. If there be
more than one Vice President, the Board may determine which one
or more of the Vice Presidents shall perform any of such duties
or exercise any of such functions, or if such determination is
not made by the Board, the President may make such
determination.

-6-
<PAGE> 10
The Vice President or Vice Presidents shall have such other
powers and perform such other duties as may be assigned by the
Board, the Chairman of the Board, or the President.

Section 3.05. Secretary and Assistant Secretaries. The
Secretary shall: keep the minutes of the meetings of
Shareholders, of the Board and of any committees, in books
provided for that purpose; see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by
law; be custodian of the records of the Trust; see that the seal
of the Trust is affixed to all documents the execution of which,
on behalf of the Trust, under its seal, is duly authorized, and
when so affixed may attest the same; and in general perform all
duties incident to the office of a secretary of a Trust, and such
other duties as, from time to time, may be assigned to him by the
Board, the Chairman of the Board, or the President.

The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board, the
President or the Chairman of the Board, shall, in the absence of
the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other
powers as the Board may from time to time prescribe.

Section 3.06. Treasurer and Assistant Treasurers. The
Treasurer shall: have charge of and be responsible for all
funds, securities, receipts and disbursements of the Trust, all
moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by
the Board in accordance with Section 5.02 of these By-Laws;
render to the President, the Chairman of the Board and to the
Board, whenever requested, an account of the financial condition
of the Trust; and in general, perform all the duties incident to
the office of a treasurer of a Trust, and such other duties as
may be assigned to him by the Board, the President or the
Chairman of the Board.

The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board,
the President, or the Chairman of the Board shall, in the
absence of the Treasurer or in the event of the Treasurer's
inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform other duties and have
such other powers as the Board may from time to time prescribe.

Section 3.07. Subordinate Officers. The Board may from
time to time appoint such subordinate officers as it may deem
desirable. Each such officer shall hold office for such period
and perform such duties as the Board, the President or the
Chairman of the Board may prescribe. The Board may, from time to
time, authorize any committee or officer to appoint and remove
subordinate officers and prescribe the duties thereof.

-7-
<PAGE> 11
Section 3.08. Removal. Any officer or agent of the Trust
may be removed by the Board whenever, in its judgment, the best
interests of the Trust will be served thereby, but such removal
shall be without prejudice to the contractual rights, if any, of
the Person so removed.

ARTICLE IV

SHARES OF BENEFICIAL INTEREST

Section 4.01. Certificates. The Trust does not presently
intend to issue certificates for shares of beneficial interest.
If, however, the Board authorizes the issuance of certificates
representing shares of beneficial interest, such certificates
shall be signed by the President, the Chairman of the Board or a
Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and sealed
with the seal of the Trust. The signatures may be either manual
or facsimile signatures and the seal may be either facsimile or
any other form of seal. In no event shall certificates be
issued for fractional Shares. Such certificates shall be in such
form, not inconsistent with law or with the Declaration, as shall
be approved by the Board. In case any officer of the Trust who
has signed any certificate ceases to be an officer of the Trust,
whether because of death, resignation or otherwise, before such
certificate is issued, the certificate may nevertheless be issued
and delivered by the Trust as if the officer had not ceased to be
such officer as of the date of its issue. Certificates need not
be issued except to Shareholders who request such issuance in
writing.

The Board may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the Trust alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the
Person claiming the certificate to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates,
the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as it shall
require and/or to give the Trust a bond in such sum as it may
direct as indemnity against any claim that may be made against
the Trust with respect to the certificate alleged to have been
lost, stolen or destroyed.

Section 4.02. Record Dates. The Board is hereby empowered
to fix, in advance, a date as the record date for the purpose of
determining Shareholders entitled to notice of, or to vote at,
any meeting of Shareholders, or Shareholders entitled to receive
payment of any dividend, capital gains distribution or the
allotment of any rights, or in order to make a determination of

-8-
<PAGE> 12
Shareholders for any other proper purpose. Such date in any case
shall be not more than 60 days, and in case of a meeting of
Shareholders, not less than ten days, prior to the date on which
the particular action, requiring such determination of
Shareholders, is to be taken.

ARTICLE V

GENERAL PROVISIONS

Section 5.01. Checks. All checks or demands for money and
notes of the Trust shall be signed by such officer or officers or
such other person or persons as the Board may from time to time
designate.

Section 5.02. Custodian. All Securities and cash of the
Trust shall be placed in the custody of a bank or trust company
("Custodian") having (according to its last published report) not
less than $2,000,000 aggregate capital, surplus and undivided
profits, provided such a Custodian can be found ready and willing
to act (or maintained in such other manner as is consistent with
Section 17(f) of the Investment Company Act of 1940 and the rules
and regulations promulgated thereunder). The Trust shall enter
into a written contract with the Custodian regarding the powers,
duties and compensation of the Custodian with respect to the cash
and Securities of the Trust held by the Board of Trustees of the
Trust. The Trust shall, upon the resignation or inability to
serve of the Custodian, use its best efforts to obtain a
successor Custodian; require that the cash and Securities owned
by the Trust be delivered directly to the successor Custodian;
and in the event that no successor Custodian can be found, submit
to the Shareholders, before permitting delivery of the cash and
Securities owned by the Trust to other than a successor
Custodian, the question whether or not the Trust shall be
liquidated or shall function without a Custodian.

The Trustees may direct the Custodian to deposit all or any
part of the Securities owned by the Trust in a system for the
central handling of Securities established by a national
Securities exchange or a national Securities association
registered with the Securities and Exchange Commission, or
otherwise in accordance with applicable law, pursuant to which
system all Securities of any particular class or series of any
issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without
physical delivery of such Securities, provided that all such
deposits shall be subject to withdrawal only upon the order of
the Trust.

The Trustees may direct the Custodian to accept written
receipts or other written evidence indicating purchases of
Securities held in book-entry form in the Federal Reserve System

-9-
<PAGE> 13
in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal
Reserve Banks in lieu of receipt of certificates representing
such Securities.

Section 5.03. Bonds. The Board may require any officer,
agent or employee of the Trust to give a bond to the Trust,
conditioned upon the faithful discharge of such Person's duties,
with one or more sureties and in such amount as may be
satisfactory to the Board.

Section 5.04. Inspection of Records. The records of the
Trust shall be open to inspection by Shareholders to the same
extent as is permitted Shareholders of a Massachusetts business
corporation.

Section 5.05. Representation of Shares. Any officer of the
Trust is authorized to vote, represent and exercise any and all
rights incident to any Shares of any corporation or other
business enterprise owned by the Trust.

Section 5.06. Offices of the Trust. Until changed by the
Trustees, the principal office of the Trust in the Commonwealth
of Massachusetts shall be in the city of Boston, County of
Suffolk. The principal executive office of the Trust is hereby
fixed and located at 11601 Wilshire Boulevard, Los Angeles, California,
90025. The Trustees are granted full power and authority to
change from time to time the respective locations of said
principal and principal executive offices. Any such change shall
be noted in the By-Laws opposite this Section, or this Section
may be amended to state the new location. Branch or subordinate
offices may be established at any time by the Trustees at any
place or places.

ARTICLE VI

INDEMNIFICATION

The Trust shall provide any indemnification required by
applicable law and shall indemnify directors, officers, agents
and employees as follows:

(a) The Trust shall indemnify any Trustee or officer of the
Trust who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the Trust)
by reason of the fact that such Person is or was such Trustee or
officer or an employee or agent of the Trust, or is or was
serving at the request of the Trust as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees),

-10-
<PAGE> 14
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such Person in connection with such
action, suit or proceeding, provided such Person acted in good
faith and in a manner such Person reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe such Person's conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Person did
not reasonably believe his or her actions to be in or not opposed
to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that such Person's conduct was unlawful.

(b) The Trust shall indemnify any Trustee or officer of
the Trust who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the Trust to procure a judgment in its favor
by reason of the fact that such Person is or was such Trustee or
officer or an employee or agent of the Trust, or is or was
serving at the request of the Trust as a director, officer,
employee or agent of another corporation, partnership, joint
venture, Trust or other enterprise, against expenses (including
attorneys' fees), actually and reasonably incurred by such Person
in connection with the defense or settlement of such action or
suit if such Person acted in good faith and in a manner such
Person reasonably believed to be in or not opposed to the best
interests of the Trust, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such
Person shall have been adjudged to be liable for negligence or
misconduct in the performance of such Person's duty to the Trust
unless and only to the extent that the court in which such action
or suit was brought, or any other court having jurisdiction in
the premises, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the
case, such Person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.

(c) To the extent that a Trustee or officer of the Trust
has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subparagraphs (a) or
(b) above or in defense of any claim, issue or matter therein,
such Person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such Person
in connection therewith, without the necessity for the
determination as to the standard of conduct as provided in
subparagraph (d).

-11-
<PAGE> 15
determination shall be made (i) by the Board by a majority vote
of a quorum consisting of Trustees who were disinterested and not
parties to such action, suit or proceedings, or (ii) if such a
quorum of disinterested Trustees so directs, by independent legal
counsel in a written opinion; and any determination so made shall
be conclusive and binding upon all parties.

(e) Expenses incurred in defending a civil or criminal
action, writ or proceeding may be paid by the Trust in advance of
the final disposition of such action, suit or proceeding, as
authorized in the particular case, upon receipt of an undertaking
by or on behalf of the Trustee or officer to repay such amount
unless it shall ultimately be determined that such Person is
entitled to be indemnified by the Trust as authorized herein.
Such determination must be made by disinterested Trustees or
independent legal counsel. Prior to any payment being made
pursuant to this paragraph, a majority of a quorum of the
disinterested, non-party Trustees of the Trust, or an independent
legal counsel in a written opinion, shall determine, based on a
review of readily available facts that there is reason to believe
that the indemnitee ultimately will be found entitled to
indemnification.

(f) Agents and employees of the Trust who are not Trustees
or officers of the Trust may be indemnified under the same
standards and procedures set forth above, in the discretion of
the Board.

(g) Any indemnification pursuant to this Article shall not
be deemed exclusive of any other rights to which those
indemnified may be entitled and shall continue as to a Person who
has ceased to be a Trustee or officer and shall inure to the
benefit of the heirs, executors and administrators of such a
Person.

(h) Nothing in the Declaration or in these By-Laws shall be
deemed to protect any Trustee or officer of the Trust against any
liability to the Trust or to its Shareholders to which such
Person would otherwise be subject by reason of willful
malfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Person's office.

(i) The Trust shall have power to purchase and maintain
insurance on behalf of any Person against any liability asserted
against or incurred by such Person, whether or not the Trust
would have the power to indemnify such Person against such
liability under the provisions of this Article. Nevertheless,
insurance will not be purchased or maintained by the Trust if the
purchase or maintenance of such insurance would result in the
indemnification of any Person in contravention of any rule or
regulation and/or interpretation of the Securities and Exchange
Commission.

-12-
<PAGE> 16

ARTICLE VII

AMENDMENT OF BY-LAWS

These By-Laws of the Trust may be altered, amended, added to
or repealed by a majority of the Shareholders or by majority vote
of the entire Board.

-13-

<PAGE> 1
EXHIBIT 99.5a

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as
of September 16, 1992, as amended on August 30, 1994, between
SUNAMERICA SERIES TRUST, a Massachusetts business trust (the
"Trust") and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser" or "SAAMCo").

In consideration of the mutual agreements herein made, the
parties hereto agree as follows:

THE TRUST'S PORTFOLIOS. The Trust is authorized to issue shares in
separate series, with each series representing interests in a
separate portfolio of securities and other assets, and currently
offers shares of the series set forth in Schedule A attached hereto
(the "Portfolios"). It is recognized that additional Portfolios
may be added and certain current Portfolios may be deleted in the
future.

DUTIES OF THE ADVISER. The Adviser shall manage the affairs of the
Trust as set forth herein, either by taking such actions itself or
by delegating its duties to a subadviser pursuant to a written
subadvisory agreement. Such duties shall include, but not limited
to, continuously providing the Trust with investment management,
including investment research, advice and supervision, determining
which securities shall be purchased or sold by each Portfolio of
the Trust and making purchases and sales of securities on behalf of
each Portfolio. The Adviser's management shall be subject to the
control of the Trustees of the Trust (the "Trustees") and in
accordance with the objectives, policies and restrictions for each
such Portfolio set forth in the Trust's Registration Statement and
its current Prospectus and Statement of Additional Information, as
amended from time to time, the requirements of the Investment
Company Act of 1940, as amended (the "Act") and other applicable
law, as well as to the factors affecting the Trust's status as a
regulated investment company under the Internal Revenue Code of
1986, as amended, (the "Code") and the regulations thereunder and
the status of variable contracts under the diversification
requirements set forth in Section 817(h) of the Code and the
regulations thereunder. In performing such duties, the Adviser
shall (i) provide such office space, bookkeeping, accounting,
clerical, secretarial and administrative services (exclusive of,
and in addition to, any such service provided by any others
retained by the Trust or any of its Portfolios) and such executive
and other personnel as shall be necessary for the operations of
each Portfolio, (ii) be responsible for the financial and
accounting records required to be maintained by each Portfolio
(including those maintained by the Trust's custodian), and (iii)
oversee the performance of services provided to each Portfolio by
others, including the custodian, transfer agent, shareholder

<PAGE> 2
servicing agent and sub-adviser, if any. The Trust acknowledges
that the Adviser also acts as the manager of other investment
companies.

With respect to the Cash Management Portfolio, the Adviser
hereby accepts the responsibilities for making the determinations
required by Rule 2a-7 under the Act to be made by the Trustees of
the Trust and which are delegable by the Trustees pursuant to
paragraph (e) of such Rule, to the extent that the Trustees may
hereinafter delegate such responsibilities to the Adviser.

The Adviser may delegate certain of its duties under this
Agreement with respect to a Portfolio to a subadviser pursuant to
a written agreement, subject to the approval of the Trustees and a
Portfolio's shareholders, as required by the Act. The Adviser is
solely responsible for payment of any fees or other charges to a
subadviser arising from such delegation and the Trust shall have no
liability therefor.

EXPENSES. The Adviser shall pay all of its expenses arising from
the performance of its obligations under this Agreement and shall
pay any salaries, fees and expenses of the Trustees and any
officers of the Trust who are employees of the Adviser. The
Adviser shall not be required to pay any other expenses of the
Trust, including, but not limited to, direct charges relating to
the purchase and sale of portfolio securities, interest charges,
fees and expenses of independent attorneys and auditors, taxes and
governmental fees, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase
or redemption of shares, expenses of registering and qualifying
shares for sale, expenses of printing and distributing reports,
notices and proxy materials to shareholders, expenses of data
processing and related services, shareholder recordkeeping and
shareholder account service, expenses of printing and filing
reports and other documents filed with governmental agencies,
expenses of printing and distributing prospectuses, expenses of
annual and special shareholders' meetings, fees and disbursements
of transfer agents and custodians, expenses of disbursing dividends
and distributions, fees and expenses of Trustees who are not
employees of the Adviser or its affiliates, membership dues in the
Investment Company Institute, insurance premium dues in the
Investment Company Institute, insurance premiums and extraordinary
expenses such as litigation expenses.

COMPENSATION. (a) As compensation for services performed and the
facilities and personnel provided by the Adviser under this
Agreement, the Trust will pay to the Adviser, promptly after the
end of each month for the services rendered by the Adviser during
the preceding month, the sum of the amounts set forth in Schedule

-2-

<PAGE> 3
A attached hereto calculated in accordance with the average daily
net assets of the indicated Portfolio.

To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), the Adviser agrees to waive such portion of its
advisory fee in excess of the limitation, but such waiver shall not
exceed the full amount of the advisory fee for such year except as
may be elected by Adviser in its discretion. For this purpose,
aggregate expenses of a Portfolio shall include the compensation of
the Adviser and all normal expenses, fees and charges, but shall
exclude interest, taxes, brokerage fees on portfolio transactions,
fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation
expenses. In the event any amounts are so contributed by the
Adviser to the Trust, the Trust agrees to reimburse the Adviser for
any expenses waived, provided that such reimbursement does not
result in increasing the Trust's aggregate expenses above the
aforementioned expense limitation ratios.

The Adviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of the Portfolio shall be
that determined in the manner and on the dates set forth in the
current prospectus of the Trust and, on days on which the net
assets are not so determined, the net asset computation to be used
shall be as determined on the next day on which the net assets
shall have been determined.

(b) Upon any termination of this Agreement on a day other
than the last day of the month, the fee for the period from the
beginning of the month in which termination occurs to the date of
termination shall be prorated according to the proportion which
such period bears to the full month.

PURCHASE AND SALE OF SECURITIES. The Adviser shall purchase
securities from or though and sell securities to or through such
persons, brokers or dealers as the Adviser shall deem appropriate
in order to carry out the policies with respect to portfolio
transactions as set forth in the Trust's Registration Statement and
its current Prospectus or Statement of Additional Information, as
amended from time to time, or as the Trustees may direct from time
to time.

Nothing herein shall prohibit the Trustees from approving the
payment by the Trust of additional compensation to others for
consulting services, supplemental research and security and
economic analysis.

-3-

<PAGE> 4

TERM OF AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until the earlier of (a) two
years from the date approved by the Trustees of the Trust; or (b)
the effective date of a contract approved at the first meeting of
the shareholders of such Portfolio after the date hereof. If
approved at such meeting by the affirmative vote of a majority of
the outstanding voting securities (as defined by the Act) of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio from year to
year thereafter if such continuance is approved at least annually
(i) by the Trustees by vote cast in person at a meeting called for
the purpose of voting on such renewal, or by the vote of a majority
of the outstanding voting securities (as defined by the Act) of
such Portfolio with respect to which renewal is to be effected, and
(ii) by a majority of the non-interested Trustees by vote cast in
person at a meeting called for the purpose of voting on such
renewal. Any approval of this Agreement or the renewal thereof
with respect to a Portfolio by the vote of a majority of the
outstanding voting securities of that Portfolio, or by the Trustees
of the Trust which shall include a majority of the non-interested
Trustees, shall be effective to continue this Agreement with
respect to that Portfolio notwithstanding (a) that this Agreement
or the renewal thereof has not been so approved as to any other
Portfolio, or (b) that this Agreement or the renewal thereof has
not been so approved by the vote of a majority of the outstanding
voting securities of the Trust as a whole.

TERMINATION. This Agreement may be terminated at any time as to a
Portfolio, without payment of any penalty, by the Trustees or by
the vote of a majority of the outstanding voting securities (as
defined in the Act) of such Portfolio on sixty (60) days' written
notice to the Adviser. Similarly, the Adviser may terminate this
Agreement without penalty on like notice to the Trust provided,
however, that this Agreement may not be terminated by the Adviser
unless another investment advisory agreement has been approved by
the Trust in accordance with the Act, or after six months' written
notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the Act).

REPORTS. The Adviser shall report to the Trustees, or to any
committee or officers of the Trust acting pursuant to the authority
of the Trustees, at such times and in such detail as shall be
reasonable and as the Board may deem appropriate in order to enable
the Trust to determine that the investment policies of each
Portfolio are being observed and implemented and that the
obligations of the Adviser under this Agreement are being
fulfilled. Any investment program undertaken by the Adviser
pursuant to this Agreement and any other activities undertaken by
the Adviser on behalf of the Trust shall at all times be subject to

-4-

<PAGE> 5
any directives of the Trustees or any duly constitute committee or
officer of the Trust acting pursuant to the authority of the
Trustees.

RECORDS. The Trust is responsible for maintaining and preserving
for such period or periods as the Securities and Exchange
Commission may prescribe by rules and regulations, such accounts,
books and other documents as constitute the records forming the
basis for all reports, including financial statements required to
be filed pursuant to the Act and for the Trust's auditor's
certification relating thereto. The Adviser hereby undertakes and
agrees to maintain in the form and for the periods required by Rule
31a-2 under the Act, all records relating to the Portfolio's
investments that are required to be maintained pursuant to the
requirements of Rule 31a-1 of the Act.

The Adviser and the Trust agree that all accounts, books and
other records maintained and preserved by each as required hereby
shall be subject at any time, and from time to time, to such
reasonable periodic, special and other examinations by the
Securities and Exchange Commission, the Trust's auditors, the Trust
or any representative of the Trust, or any governmental agency or
other instrumentality having regulatory authority over the Trust.
It is expressly understood and agreed that the books and records
maintained by the Adviser on behalf of each Portfolio shall, at all
times, remain the property of the Trust.

10.

LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of the Adviser
(and its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity affiliated
with the Adviser), the Adviser shall not be subject to liability to
the Trust or to any other person for any act or omission in the
course of, or connected with, rendering services hereunder
including, without limitation, any error of judgment or mistake of
law or for any loss suffered by any of them in connection with the
matters to which this Agreement relates, except to the extent
specified in Section 36(b) of the Act concerning loss resulting
from a breach of fiduciary duty with respect to the receipt of
compensation for services. Except for such disabling conduct or
liability under Section 36(b) of the Act, the Trust shall indemnify
the Adviser (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity
affiliated with the Adviser) from any liability arising from the
Adviser's conduct under this Agreement.

Indemnification to the Adviser or any of its personnel or
affiliates shall be made when (A) a final decision on the merits
rendered, by a court or other body before whom the proceeding was

-5-

<PAGE> 6
brought, that the person to be indemnified was not liable by reason
of disabling conduct or, (B) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that
the person to be indemnified was not liable by reason of disabling
conduct, by (a) the vote of a majority of a quorum of Trustees who
are neither "interested persons" of the Trust as defined in Section
2(a)(19) of the Act nor parties to the proceeding ("disinterested,
non-party Trustees"), or (b) an independent legal counsel in a
written opinion. The Trust may, by vote of a majority of the
disinterested, non-party Trustees, advance attorneys' fees or other
expenses incurred by officers, Trustees, investment advisers,
subadvisers or principal underwriters, in defending a proceeding
upon the undertaking by or on behalf of the person to be
indemnified to repay the advance unless it is ultimately determined
that such person is entitled to indemnification. Such advance
shall be subject to at least one of the following: (i) the person
to be indemnified shall provide adequate security for his
undertaking, (ii) the Trust shall be insured against losses arising
by reason of any lawful advances, or (iii) a majority of a quorum
of the disinterested, non-party Trustees, or an independent legal
counsel in a written opinion, shall determine, based on a review of
readily available facts, that there is reason to believe that the
person to be indemnified ultimately will be found entitled to
indemnification.

11.

MISCELLANEOUS. Anything herein to the contrary notwithstanding,
this Agreement shall not be construed to require, or to impose any
duty upon either of the parties, to do anything in violation of any
applicable laws or regulations.

The Declaration of Trust establishing the Trust, a copy of
which is on file in the office of the Secretary of the Commonwealth
of Massachusetts, provides that the name of the Trust refers to the
Trustees collectively as Trustees, not as individuals or
personally; and that no Trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction
of any obligation or claim or otherwise in connection with the
affairs of the Trust or any Portfolio; but that the Trust Estate
shall be liable. Notice is hereby given that nothing contained
herein shall be construed to be binding upon any of the Trustees,
officers, or shareholders of the Trust individually.

-6-

<PAGE> 7

IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of
the date first above written.

SUNAMERICA SERIES TRUST

By: /s/ James K. Hunt
--------------------
Authorized Officer

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Peter A. Harbeck
----------------------
Authorized Officer

-7-

<PAGE> 8

SCHEDULE A

<TABLE>
<CAPTION>
FEE RATE
(as a % of average
FUND daily net asset value)
- ---- -----------------------
<S> <C>
Alliance Growth Portfolio .70% to $50 MM
.65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM

Growth/Phoenix Investment .70% to $50 MM
Counsel Portfolio .65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM

Balanced/Phoenix Investment .70% to $50 MM
Counsel Portfolio .65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM

Growth-Income Portfolio .70% to $50 MM
.65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM

Provident Growth Portfolio .85% to $50 MM
.80% next $100MM
.70% next $100MM
.65% next $100MM
.60% over $350MM

Global Equities Portfolio .90% to $50 MM
.80% next $100MM
.70% next $150MM
.65% over $300MM

Venture Value Portfolio .80% to $100MM
.75% next $400MM
.70% over $500MM

<CAPTION>
FEE RATE
(as a % of average
FUND daily net asset value)
- ---- -----------------------
<S> <C>
Asset Allocation Portfolio .75% to $50 MM
.65% next $100MM
.60% next $100MM
.55% over $250MM

</TABLE>
-8-

<PAGE> 9
<TABLE>
<S> <C>
Global Bond Portfolio .75% to $50 MM
.65% next $100MM
.60% next $100MM
.55% over $250MM

High-Yield Bond Portfolio .70% to $50 MM
.65% next $100MM
.60% next $100MM
.55% over $250MM

Fixed-Income Portfolio .70% to $50 MM
.60% next $100MM
.55% next $100MM
.50% over $250MM

International Diversified Equities 1.00% of Net Assets
Portfolio

Worldwide High Income Portfolio 1.00% of Net Assets

Cash Management Portfolio .55% to $100MM
.50% next $200MM
.45% over $300MM

</TABLE>

-9-

<PAGE> 1

EXHIBIT 99.5b

SUBADVISORY AGREEMENT

Between SUNAMERICA ASSET MANAGEMENT CORP.

and

ALLIANCE CAPITAL MANAGEMENT L.P.

It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and ALLIANCE CAPITAL MANAGEMENT
L.P. ("Subadviser") as follows:

DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Alliance Growth Portfolio, the
Growth-Income Portfolio and the Global Equities Portfolio (each, a
"Portfolio," and collectively, the "Portfolios"). Pursuant to this
Sub-Advisory Agreement and subject to the oversight and review of
Adviser, Subadviser will manage the investment and reinvestment of
the assets of the Portfolio. In this regard, Subadviser will
determine in its discretion the securities to be purchased or sold,
will provide Adviser with records concerning its activities which
Adviser or the Trust is required to maintain, and will render
regular reports to Adviser and to officers and Trustees of the
Trust concerning its discharge of the foregoing responsibilities.
Subadviser shall discharge the foregoing responsibilities subject
to the control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees of the Trust may from
time to time establish, and in compliance with the objectives,
policies, and limitations for the Portfolios set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations. Subadviser accepts such
employment and agrees, at its own expense, to render the services
set forth herein and to provide the office space, furnishings,
equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.

<PAGE> 2
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to a Portfolio,
other portfolios of the Trust and other clients of Subadviser. The
execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or
otherwise. Subadviser will promptly communicate to Adviser and to
the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.

COMPENSATION OF SUBADVISER. As its compensation hereunder, the
Adviser shall pay to Subadviser promptly after the end of each
month, a fee calculated in accordance with the average daily net
assets of the indicated Portfolio as follows:

Alliance Growth Portfolio:

.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $150 million;
.20% per annum on the next $200 million;
.15% per annum thereafter.

Growth-Income Portfolio:

.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $150 million;
.20% per annum on the next $200 million;
.15% per annum thereafter.

Global Equities Portfolio:

.50% per annum on the first $50 million;
.40% per annum on the next $100 million;
.30% per annum on the next $150 million;
.25% per annum thereafter.

-2-

<PAGE> 3
Subadviser in its discretion. For this purpose, aggregate expenses
of a Portfolio shall include the compensation of Adviser and all
normal expenses, fees and charges, but shall exclude interest,
taxes, brokerage fees on portfolio transactions, fees and expenses
incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses. In the event
any amounts are so contributed by Subadviser to Adviser, Adviser
agrees to reimburse Subadviser for any expenses waived, provided
that Adviser has been reimbursed by the Trust.

Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of a Portfolio shall be that
determined in the manner and on the dates set forth in the current
prospectus of the Trust and, on days on which the net assets are
not so determined, the net asset computation to be used shall be
as determined on the next day on which the net assets shall have
been determined.

REPORTS. Adviser and Subadviser agree to furnish to each other, if
applicable, current prospectuses, statements of additional
information, proxy statements, reports of shareholders, certified
copies of their financial statements, and such other information
with regard to their affairs and that of the Trust as each may
reasonably request.

STATUS OF SUBADVISER. The services of Subadviser to Adviser and
the Trust are not to be deemed exclusive, and Subadviser shall be
free to render similar services to others so long as its services
to the Trust are not impaired thereby. Subadviser shall be deemed
to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of
the Trust.

CERTAIN RECORDS. Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2
under the Investment Company Act of 1940, all records relating to
the Portfolios' investments that are required to be maintained by
the Trust pursuant to the requirements of Rule 31a-1 of that Act.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by
Subadviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust or Adviser on request.

-3-

<PAGE> 4
Subadviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby shall be subject
at any time, and from time to time, to such reasonable periodic,
special and other examinations by the Securities and Exchange
Commission, the Trust's auditors, the Trust or any representative
of the Trust, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Trust.

REFERENCE TO SUBADVISER. Neither the Trust nor Adviser or any
affiliate or agent thereof shall make reference to or use the name
of Subadviser or any of its affiliates in any advertising or
promotional materials without the prior approval of Subadviser,
which approval shall not be unreasonably withheld. Subadviser
agrees to notify Adviser of any changes in the membership of the
general partners of Subadviser as soon as practicable prior to such
change.

LIABILITY OF SUBADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of Subadviser
(and its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity affiliated
with Subadviser), Subadviser shall not be subject to liability to
the Adviser or to any other person for any act or omission in the
course of, or connected with, rendering services hereunder
including, without limitation, any error of judgment or mistake of
law or for any loss suffered by any of them in connection with the
matters to which this Agreement relates, except to the extent
specified in Section 36(b) of the Investment Company Act of 1940
concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services.

-4-

<PAGE> 5
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.

This Agreement may be terminated at any time, without the
payment of any penalty by vote of a majority of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of a Portfolio on not less than 30 days nor more than 60
days written notice to Subadviser or by Subadviser at any time
without the payment of any penalty, on 90 days written notice to
Adviser and the Trust; provided, however, that this Agreement may
not be terminated by Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the
Investment Company Act of 1940, or after six months' written
notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
postage prepaid, to the other party at any office of such party.

As used in this Section 11, the terms "assignment,"
"interested persons," and a "vote of a majority of the outstanding
voting securities" shall have the respective meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.

This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolio and Adviser referred to in Section
1 is terminated.

10.

SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that nothing contained herein shall be construed to
be binding upon any of the Trustees, officers, or shareholders of
the Trust individually.

-5-

<PAGE> 6
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement on this 21st
day of September , 1992.
-------------------

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Robert P. Saltzman
------------------------
Authorized Officer

ALLIANCE CAPITAL MANAGEMENT L.P.

By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner

By: /s/ Mark R. Manley
-------------------
Authorized Officer

-6-

<PAGE> 7
SUBADVISORY AGREEMENT

BETWEEN SUNAMERICA ASSET MANAGEMENT CORP.

and

GOLDMAN SACHS ASSET MANAGEMENT,
a separate operating division of
GOLDMAN, SACHS & CO.

It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and GOLDMAN SACHS ASSET
MANAGEMENT, A SEPARATE OPERATING DIVISION OF GOLDMAN, SACHS & CO.
("Subadviser") as follows:

DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Asset Allocation Portfolio and
the Fixed Income Portfolio (each, a "Portfolio," and collectively,
the "Portfolios"). Pursuant to this Sub-Advisory Agreement and
subject to the oversight and review of Adviser, Subadviser will
manage the investment and reinvestment of the assets of the
Portfolios. In this regard, Subadviser will determine in its
discretion the securities to be purchased or sold, will provide
Adviser with records concerning its activities which Adviser or the
Trust is required to maintain, and will render regular reports to
Adviser and to officers and Trustees of the Trust concerning its
discharge of the foregoing responsibilities. Subadviser shall
discharge the foregoing responsibilities subject to the control of
the officers and the Trustees of the Trust and in compliance with
such policies as the Trustees of the Trust may from time to time
establish, and in compliance with the objectives, policies, and
limitations for the Portfolios set forth in the Trust's current
prospectus and statement of additional information, and applicable
laws and regulations. Adviser agrees to inform Subadviser of any
and all requirements of the California Insurance Code and
regulations thereunder that operate to limit or restrict the
investments the Portfolios may otherwise make, and to inform
Subadviser promptly of any changes in such requirements.
Subadviser accepts such employment and agrees, at its own expense,
to render the services set forth herein and to provide the office
space, furnishings, equipment and personnel required by it to
perform such services on the terms and for the compensation
provided in this Agreement.

<PAGE> 8
2.

PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best price and execution. Subject to policies
established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to a Portfolio,
other portfolios of the Trust and other clients of Subadviser. The
execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or
otherwise. Subadviser will promptly communicate to Adviser and to
the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.

Asset Allocation Portfolio:

.40% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $100 million;
.20% per annum thereafter.

Fixed Income Portfolio:

.35% per annum on the first $50 million;
.25% per annum on the next $100 million;
.20% per annum on the next $100 million;
.15% per annum thereafter.

<PAGE> 9
of a Portfolio shall include the compensation of Adviser and all
normal expenses, fees and charges, but shall exclude interest,
taxes, brokerage fees on portfolio transactions, fees and expenses
incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses. In the event
any amounts are so contributed by Subadviser to Adviser, Adviser
agrees to reimburse Subadviser for any expenses waived, provided
that Adviser has been reimbursed by the Trust.

-3-

<PAGE> 10
Subadviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby shall be subject
at any time, and from time to time, to such reasonable periodic,
special and other examinations by the Securities and Exchange
Commission, the Trust's auditors, the Trust or any representative
of the Trust, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Trust.

LIABILITY OF SUBADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of Subadviser
(and its officers, directors, agents, partners, employees,
controlling persons, shareholders and any other person or entity
affiliated with Subadviser ("associated persons")), Subadviser and
its associated persons shall not be subject to liability to the
Adviser or to any other person for any act or omission in the
course of, or connected with, rendering services hereunder
(including, without limitation, as a result of failure by Adviser,
by any other affiliate of Anchor National Life Insurance Company
("ANLIC"), or by ANLIC, to comply with this Agreement or the
requirements of Section 10506 of the California Insurance Code and
regulations duly adopted pursuant to such Section or, as a result
of any error of judgment or mistake of law or for any loss suffered
by Advisor or any other person in connection with the matters to
which this Agreement relates), except to the extent specified in
Section 36(b) of the Investment Company Act of 1940 concerning loss
resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.

-4-

<PAGE> 11
agreement contained in this Subadvisory Agreement, (iii) any
failure by Adviser, by any other affiliate of ANLIC, or by ANLIC,
to comply with the requirements of Section 10506 of the California
Insurance Code and regulations duly adopted pursuant to such
Section, and (iv) any action taken or omitted to be taken by
Subadviser pursuant to this Subadvisory Agreement, except to the
extent such Losses result from Subadviser's breach of this
Subadvisory Agreement or Subadviser's disabling conduct.
Subadviser hereby indemnifies, defends and protects Adviser and
holds Adviser harmless from and against any and all Losses arising
out of Subadviser's disabling conduct.

DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to a Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of such
Portfolio after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940), of
the Portfolio with respect to such Portfolio, voting separately
from any other series of the Trust, this Agreement shall continue
in full force and effect with respect to such Portfolio from year
to year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.

-5-

<PAGE> 12
notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
postage prepaid, to the other party at any office of such party.

This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolios and Adviser referred to in
Section 1 is terminated.

10.

SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of September
21, 1992.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Robert P. Saltzman
-----------------------
Authorized Officer

GOLDMAN SACHS ASSET MANAGEMENT,
A SEPARATE OPERATING DIVISION OF
GOLDMAN, SACHS & CO.

By: GOLDMAN, SACHS & CO.

By: /s/ Alan A. Shuch
--------------------
Authorized Officer

-6-

<PAGE> 13
SUBADVISORY AGREEMENT

BETWEEN SUNAMERICA ASSET MANAGEMENT CORP.

AND

GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL,
AN AFFILIATE OF
GOLDMAN, SACHS & CO.

It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and GOLDMAN SACHS ASSET MANAGEMENT
INTERNATIONAL, AN AFFILIATE OF GOLDMAN, SACHS & CO. ("Subadviser")
as follows:

DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Global Bond Portfolio (the
"Portfolio"). Pursuant to this Subadvisory Agreement and subject
to the oversight and review of Adviser, Subadviser will manage the
investment and reinvestment of the assets of the Portfolio. In
this regard, Subadviser will determine in its discretion the
securities to be purchased or sold, will provide Adviser with
records concerning its activities which Adviser or the Trust is
required to maintain, and will render regular reports to Adviser
and to officers and Trustees of the Trust concerning its discharge
of the foregoing responsibilities. Subadviser shall discharge the
foregoing responsibilities subject to the control of the officers
and the Trustees of the Trust and in compliance with such policies
as the Trustees of the Trust may from time to time establish, and
in compliance with the objectives, policies, and limitations for
the Portfolio set forth in the Trust's current prospectus and
statement of additional information, and applicable laws and
regulations. Adviser agrees to inform Subadviser of any and all
requirements of the California Insurance Code and regulations
thereunder that operate to limit or restrict the investments the
Portfolio may otherwise make, and to inform Subadviser promptly of
any changes in such requirements. Subadviser accepts such
employment and agrees, at its own expense, to render the services
set forth herein and to provide the office space, furnishings,
equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.

<PAGE> 14

PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best price and execution. Subject to policies
established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to the
Portfolio, other portfolios of the Trust and other clients of
Subadviser. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Subadviser will promptly communicate to
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.

.40% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $100 million;
.20% per annum thereafter.

To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of the Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which Adviser is required to reduce or
refund its advisory and management fee payable by the Portfolio,
Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by the Adviser bear to the
total advisory and management fee paid by the Portfolio. Such
waiver, however, shall not exceed the full amount of the
subadvisory fee for such year except as may be elected by
Subadviser in its discretion. For this purpose, aggregate expenses
of the Portfolio shall include the compensation of Adviser and all
normal expenses, fees and charges, but shall exclude interest,
taxes, brokerage fees on portfolio transactions, fees and expenses
incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses. In the event
any amounts are so contributed by Subadviser to Adviser, Adviser

Page 2
<PAGE> 15
agrees to reimburse Subadviser for any expenses waived, provided
that Adviser has been reimbursed by the Trust.

Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of the Portfolio shall be
that determined in the manner and on the dates set forth in the
current prospectus of the Trust and, on days on which the net
assets are not so determined, the net asset computation to be used
shall be as determined on the next day on which the net assets
shall have been determined.

CERTAIN RECORDS. Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2
under the Investment Company Act of 1940, all records relating to
the Portfolio's investments that are required to be maintained by
the Trust pursuant to the requirements of Rule 31a-1 of that Act.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by
Subadviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust or Adviser on request.

Subadviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby shall be subject
at any time, and from time to time, to such reasonable periodic,
special and other examinations by the Securities and Exchange
Commission, the Trust's auditors, the Trust or any representative
of the Trust, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Trust.

Page 3

<PAGE> 16
7.

LIABILITY OF SUBADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of Subadviser
(and its officers, directors, agents, partners, employees,
controlling persons, shareholders and any other person or entity
affiliated with Subadviser ("associated persons")), Subadviser and
its associated persons shall not be subject to liability to the
Adviser or to any other person for any act or omission in the
course of, or connected with, rendering services hereunder
(including, without limitation, as a result of failure by Adviser,
by any other affiliate of Anchor National Life Insurance Company
("ANLIC"), or by ANLIC, to comply with this Agreement or the
requirements of Section 10506 of the California Insurance Code and
regulations duly adopted pursuant to such Section or, as a result
of any error of judgment or mistake of law or for any loss suffered
by Advisor or any other person in connection with the matters to
which this Agreement relates), except to the extent specified in
Section 36(b) of the Investment Company Act of 1940 concerning loss
resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.

Adviser hereby indemnifies, defends and protects Subadviser
and holds Subadviser and its associated persons harmless from and
against any and all claims, demands, actions, losses, damages,
liabilities, costs, charges, counsel fees and expenses of any
nature ("Losses") arising out of (i) any inaccuracy or omission in
any prospectus, registration statement, annual report or proxy
statement or advertising or promotional material pertaining to the
Portfolio ("Documents") to the extent such Document contains
information not supplied to Adviser by Subadviser for inclusion in
such Document, (ii) any breach of Adviser of any representation or
agreement contained in this Subadvisory Agreement, (iii) any
failure by Adviser, by any other affiliate of ANLIC, or by ANLIC,
to comply with the requirements of Section 10506 of the California
Insurance Code and regulations duly adopted pursuant to such
Section, and (iv) any action taken or omitted to be taken by
Subadviser pursuant to this Subadvisory Agreement, except to the
extent such Losses result from Subadviser's breach of this
Subadvisory Agreement or Subadviser's disabling conduct.
Subadviser hereby indemnifies, defends and protects Adviser and
holds Adviser harmless from and against any and all Losses arising
out of Subadviser's disabling conduct.

Page 4

<PAGE> 17

DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to the Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of the
Portfolio after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940), of
the Portfolio with respect to the Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio from year to
year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.

This Agreement may be terminated at any time, without the
payment of any penalty by vote of a majority of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of the Portfolio on not less than 30 days nor more than
60 days written notice to Subadviser or by Subadviser at any time
without the payment of any penalty, on 90 days written notice to
Adviser and the Trust; provided, however, that this Agreement may
not be terminated by Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the
Investment Company Act of 1940, or after six months' written
notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
postage prepaid, to the other party at any office of such party.

Page 5

<PAGE> 18
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.

10.

SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of September
21, 1992.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Robert P. Saltzman
------------------------
Authorized Officer

GOLDMAN SACHS ASSET MANAGEMENT
INTERNATIONAL, an affiliate of
GOLDMAN, SACHS & CO.

By: /s/ Alan A. Shuch
--------------------
Authorized Officer

Page 6

<PAGE> 19
SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT is dated as of October 28,
1994 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and MORGAN STANLEY ASSET MANAGEMENT
INC., a Delaware corporation (the "Subadviser").

WITNESSETH:

WHEREAS, the Adviser and SunAmerica Series Trust, a
Massachusetts business trust (the "Trust"), have entered into an
Investment Advisory and Management Agreement dated as of September
16, 1992, (the "Advisory Agreement") pursuant to which the Adviser
has agreed to provide investment management, advisory and
administrative services to the Trust; and

WHEREAS, the Trust is registered under the Investment Company
Act of 1940, as amended (the "Act"), as an open-end management
investment company and may issue shares of beneficial interest in
separately designated portfolios representing separate funds with
their own investment objectives, policies and purposes; and

WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended; and

WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed in Schedule A hereto (the
"Portfolio(s)"), and the Subadviser is willing to furnish such
services;

NOW, THEREFORE, it is hereby agreed between the parties hereto
as follows:

1. Duties of the Subadviser. The Adviser hereby engages the
services of the Subadviser in furtherance of its Investment
Advisory and Management Agreement. Pursuant to this Subadvisory
Agreement and subject to the oversight and review of the Adviser,
the Subadviser will manage the investment and reinvestment of the
assets of each Portfolio listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities to be purchased or sold, will provide the
Adviser with records concerning its activities which the Adviser or
the Trust is required to maintain, and will render regular reports
to the Adviser and to officers and Trustees of the Trust concerning
its discharge of the foregoing responsibilities. The Subadviser
shall discharge the foregoing responsibilities subject to the
control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees of the Trust may from

<PAGE> 20
time to time establish, and in compliance with the objectives,
policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations.

The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws; (2) so as not to jeopardize either the
treatment of the Polaris variable annuity contracts issued by
Variable Separate Account (File No. 33-47473; hereinafter
"Contracts") as annuity contracts for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), or the eligibility
of the Contracts to qualify for sale to the public in any state
where they may otherwise be sold; and (3) to minimize any taxes
and/or penalties payable by the Trust or such Portfolio. Without
limitation, the Subadviser represents and warrants the Portfolios'
(1) qualification, election and maintenance of such election by
each Portfolio to be treated as a "regulated investment company"
under subchapter M, chapter 1 of the Code, and (2) compliance with
(a) the provisions of the Act and rules adopted thereunder; (b) the
diversification requirements specified in the Internal Revenue
Service's regulations under Section 817(h) of the Code; (c)
applicable state insurance laws; (d) applicable federal and state
securities, commodities and banking laws; and (e) the distribution
requirements necessary to avoid payment of any excise tax pursuant
to Section 4982 of the Code. The Subadviser further represents and
warrants that to the extent that any statements or omissions made
in any Registration Statement for the Contracts or shares of the
Trust, or any amendment or supplement thereto, are made in reliance
upon and in conformity with information furnished by the Subadviser
expressly for use therein, such Registration Statement and any
amendments or supplements thereto will, when they become effective,
conform in all material respects to the requirements of the
Securities Act of 1933 and the rules and regulations of the
Commission thereunder (the "1933 Act") and the Act and will not
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading.

The Subadviser accepts such employment and agrees, at its
own expense, to render the services set forth herein and to provide
the office space, furnishings, equipment and personnel required by
it to perform such services on the terms and for the compensation
provided in this Agreement.

2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant

-2-
<PAGE> 21
factors, including price (including the applicable brokerage
commission or dealer spread), the size of the order, the nature of
the market for the security or other investment, the timing of the
transaction, the reputation, experience and financial stability of
the broker or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and the firm's risk in positioning
a block of securities. Subject to such policies as the Trustees
may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of the
Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged
for effecting that transaction, if the Subadviser determines in
good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in
terms of either that particular transaction or the Subadviser's
overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment
discretion. The Subadviser will promptly communicate to the
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.

3. Compensation of the Subadviser. The Subadviser shall not
be entitled to receive any payment from the Trust and shall look
solely and exclusively to the Adviser for payment of all fees for
the services rendered, facilities furnished and expenses paid by it
hereunder. As full compensation for the Subadviser under this
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to each
Portfolio listed thereon. Such fee shall be accrued daily and paid
monthly as soon as practicable after the end of each month (i.e.,
the applicable annual fee rate divided by 365 applied to each prior
days' net assets in order to calculate the daily accrual). For
purposes of calculating the Subadviser's fee, the average daily net
asset value of a Portfolio shall be determined by taking an average
of all determinations of such net asset value during the month. If
the Subadviser shall provide its services under this Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.

4. Reports. The Adviser and the Subadviser agree to furnish
to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders,
certified copies of their financial statements, and such other

-3-
<PAGE> 22
information with regard to their affairs and that of the Trust as
each may reasonably request.

5. Status of the Subadviser. The services of the Subadviser
to the Adviser and the Trust are not to be deemed exclusive, and
the Subadviser shall be free to render similar services to others
so long as its services to the Trust are not impaired thereby. The
Subadviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise
be deemed an agent of the Trust.

6. Certain Records. The Subadviser hereby undertakes and
agrees to maintain, in the form and for the period required by Rule
31a-2 under the Act, all records relating to the investments of the
Portfolio(s) that are required to be maintained by the Trust
pursuant to the requirements of Rule 31a-1 of that Act. Any
records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act
which are prepared or maintained by the Subadviser on behalf of the
Trust are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.

The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be
subject at any time, and from time to time, to such reasonable
periodic, special and other examinations by the Securities and
Exchange Commission, the Trust's auditors, the Trust or any
representative of the Trust, the Adviser, or any governmental
agency or other instrumentality having regulatory authority over
the Trust.

8. Indemnification. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Subadviser or
its affiliates or such directors, officers or controlling person
may become subject under the 1933 Act, under any other statute, at
common law or otherwise, which may be based upon any wrongful act
or breach of this Agreement by the Adviser; provided, however, that
in no case is the Adviser's indemnity in favor of any person deemed
to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad

-4-
<PAGE> 23
faith, or gross negligence in the performance of his, her or its
duties or by reasons of his, her or its reckless disregard of
obligations and duties under this Agreement.

The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers
and each person, if any, who controls the Adviser within the
meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including legal and
other expenses), to which the Adviser or its affiliates or such
directors, officers or controlling person may become subject under
the 1933 Act, under other statutes, at common law or otherwise,
which may be based upon (i) any wrongful act or breach of this
Agreement by the Subadviser, or (ii) any failure by the Subadviser
to comply with the representations and warranties set forth in
Section 1 of this Agreement; provided, however, that in no case is
the Subadviser's indemnity in favor of any person deemed to protect
such other persons against any liability to which such person would
otherwise be subject by reasons of willful misfeasance, bad faith,
or gross negligence in the performance of his, her or its duties or
by reason of his, her or its reckless disregard of obligation and
duties under this Agreement.

9. Term of the Agreement. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
earlier of (a) two years from the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio from year to
year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.

With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of penalty by the Portfolio

-5-
<PAGE> 24
or the Trust, by vote of a majority of the Trustees, or by vote of
a majority of the outstanding voting securities (as defined in the
Act) of the Portfolio, voting separately from any other series of
the Trust, or by the Adviser, on not less than 30 nor more than 60
days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at
any time, without the payment of any penalty, on 90 days' written
notice to the Adviser and the Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another
subadvisory agreement has been approved by the Trust in accordance
with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any
Portfolio or the addition of any Portfolio to Schedule A hereto (in
the manner required by the Act) shall not affect the continued
effectiveness of this Agreement with respect to each other
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.

10. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.

11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.

12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the
applicable provisions of the Act. To the extent the applicable
laws of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter
shall control.

13. Personal Liability. The Declaration of the Trust
establishing the Trust (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, and,
in accordance with that Declaration, no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private
property for satisfaction of any obligation or claim or otherwise
in connection with the affairs of the Trust, but the "Trust
Property" only shall be liable.

14. Separate Series. Pursuant to the provisions of the
Declaration, each portfolio is a separate series of the Trust, and

-6-

<PAGE> 25
all debts, liabilities, obligations and expenses of a particular
portfolio shall be enforceable only against the assets of that
portfolio and not against the assets of any other portfolio or of
the Trust as a whole.

15. Notices. All notices shall be in writing and deemed
properly given when delivered or mailed by United States certified
or registered mail, return receipt requested, postage prepaid,
addressed as follows:

Subadviser: Morgan Stanley Asset Management, Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: General Counsel

Adviser: SunAmerica Asset Management Corp.
733 Third Avenue
New York, New York 10017
Attn: Robert M. Zakem
Senior Vice President
General Counsel

with a copy to:SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
Attn: Susan L. Harris
Vice President, Associate
General Counsel and
Secretary

-7-

<PAGE> 26
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Peter A. Harbeck
-----------------------
Peter A Harbeck
Executive Vice President

MORGAN STANLEY ASSET MANAGEMENT INC.

By: /s/ Harold J. Schaaff
------------------------
Harold J. Schaaff
Secretary and General Counsel

-8-
<PAGE> 27

SCHEDULE A

<TABLE>
<CAPTION>
FEE
(as a percentage of
average daily net assets
SUBADVISER PORTFOLIO(S) of the Portfolio)
<S> <C> <C>

Morgan Stanley International .65% - first $350MM
Asset Management Diversified Equities .60% - next $400MM
Inc.

Worldwide High .65% - first $350MM
Income .60% - over $350MM
</TABLE>

<PAGE> 28

SUBADVISORY AGREEMENT

Between SUNAMERICA ASSET MANAGEMENT CORP.

and

PHOENIX INVESTMENT COUNSEL, INC.

It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and PHOENIX INVESTMENT COUNSEL,
INC. ("Subadviser") as follows:

DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Growth/Phoenix Inv Cnsl
Portfolio (the "Portfolio"). Pursuant to this Subadvisory
Agreement and subject to the oversight and review of Adviser,
Subadviser will manage the investment and reinvestment of the
assets of the Portfolio. In this regard, Subadviser will determine
in its discretion the securities to be purchased or sold, will
provide Adviser with records concerning its activities which
Adviser or the Trust is required to maintain, and will render
regular reports to Adviser and to officers and Trustees of the
Trust concerning its discharge of the foregoing responsibilities.
Subadviser shall discharge the foregoing responsibilities subject
to the control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees of the Trust may from
time to time establish, and in compliance with the objectives,
policies, and limitations for the Portfolio set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations. Adviser shall provide
Subadviser with a copy of any such policy, prospectus or statement
of additional information and Subadviser shall be entitled to rely
on the documentation provided by Adviser. Subadviser accepts such
employment and agrees, at its own expense, to render the services
set forth herein and to provide the office space, furnishings,
equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.

<PAGE> 29
available, if Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to the
Portfolio, other Portfolios of the Trust and other clients of
Subadviser. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Subadviser will promptly communicate to
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.

.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $150 million;
.20% per annum on the next $200 million;
.15% per annum thereafter.

To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which Adviser is required to reduce or
refund its advisory and management fee payable by the Portfolio,
Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by Adviser bear to the total
advisory and management fee paid by the Portfolio. Such waiver,
however, shall not exceed the full amount of the subadvisory fee
for such year except as may be elected by Subadviser in its
discretion. For this purpose, aggregate expenses of a Portfolio
shall include the compensation of Adviser and all normal expenses,
fees and charges, but shall exclude interest, taxes, brokerage fees
on portfolio transactions, fees and expenses incurred in connection
with the distribution of Trust shares, and extraordinary expenses
including litigation expenses. In the event any amounts are so
contributed by Subadviser to Adviser, Adviser agrees to reimburse
Subadviser for any expenses waived, provided that Adviser has been
reimbursed by the Trust.

Page 2
<PAGE> 30
assets are not so determined, the net asset computation to be used
shall be as determined on the next day on which the net assets
shall have been determined.
4.

REPORTS. The Adviser and Subadviser agree to furnish to each
other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders,
certified copies of their financial statements, and such other
information with regard to their affairs and that of the Trust as
each may reasonably request.

Page 3

<PAGE> 31
8.

LIABILITY OF SUBADVISER. The Subadviser will not be liable for any
loss suffered by the Fund in connection with any investment policy
established by the Fund for the purchase, sale or redemption of any
securities at the direction of the Board of Directors of the Trust
or the Adviser. Nothing herein contained shall be construed to
protect the Subadviser against any liability resulting from the
willful misfeasance, bad faith or negligence of the Subadviser in
the performance of its duties or from reckless disregard of its
obligations and duties under this Subadvisory Agreement or by
virtue of violation of any applicable law.

DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to the Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of the
Portfolio of the Trust after the date hereof. If approved at such
meeting by the affirmative vote of a majority of the outstanding
voting securities (as defined in the Investment Company Act of
1940), of the Portfolio with respect to such Portfolio, voting
separately from any other series of the Trust, this Agreement shall
continue in full force and effect with respect to such Portfolio
from year to year thereafter so long as such continuance is
specifically approved at least annually (i) by the vote of a
majority of those Trustees of the Trust who are not parties to this
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and
(ii) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Portfolio voting separately
from any other series of the Trust, provided, however, that if the
shareholders fail to approve the Agreement as provided herein,
Subadviser may continue to serve hereunder in the manner and to the
extent permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.

Page 4
<PAGE> 32
mailed postage prepaid, to the other party at any office of such
party.

This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolio and the Adviser referred to in
Section 1 is terminated.

10.

SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the 21st
day of September, 1992.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Robert P. Saltzman
-----------------------
Authorized Officer

PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Robert C. Shaw
---------------------
Authorized Officer

Page 5

<PAGE> 33
SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT is dated as of October 28,
1994 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and PHOENIX INVESTMENT COUNSEL, INC.,
a Massachusetts corporation (the "Subadviser").

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto
as follows:

1. Duties of the Subadviser. The Adviser hereby engages the
services of the Subadviser in furtherance of its Investment
Advisory and Management Agreement. Pursuant to this Subadvisory
Agreement and subject to the oversight and review of the Adviser,
the Subadviser will manage the investment and reinvestment of the
assets of each Portfolio listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities to be purchased or sold, will provide the
Adviser with records concerning its activities which the Adviser or
the Trust is required to maintain, and will render regular reports
to the Adviser and to officers and Trustees of the Trust concerning
its discharge of the foregoing responsibilities pursuant to the
Reporting Calendar attached hereto, as the same may be amended from
time to time. The Subadviser shall discharge the foregoing
responsibilities subject to the control of the officers and the

<PAGE> 34
Trustees of the Trust and in compliance with such policies as the
Trustees of the Trust may from time to time establish, and in
compliance with the objectives, policies, and limitations for the
Portfolio(s) set forth in the Trust's current prospectus and
statement of additional information, and applicable laws and
regulations. The Adviser shall inform the Subadviser of any
requirements of the California Insurance Code (or other applicable
insurance Code, if any) and any regulations thereunder that operate
to limit or restrict the investments the Portfolio(s) may otherwise
make, and to inform the Subadviser promptly of any changes in such
requirements.

The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws governing its operations and investments;
(2) so as not to jeopardize either the treatment of the Polaris
variable annuity contracts issued by Variable Separate Account
(File No. 33-47473; hereinafter "Contracts") as annuity contracts
for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), or the eligibility of the Contracts to qualify for sale to
the public in any state in which the Adviser has informed the
Subadviser that it intends to sell the Contracts; and (3) to
minimize any taxes and/or penalties payable by the Trust or such
Portfolio. Without limiting the foregoing, the Subadviser
represents and warrants (1) qualification, election and maintenance
of such election by each Portfolio to be treated as a "regulated
investment company" under subchapter M, chapter 1 of the Code, and
(2) compliance with (a) the provisions of the Act and rules adopted
thereunder; (b) the diversification requirements specified in the
Internal Revenue Service's regulations under Section 817(h) of the
Code; (c) applicable state insurance laws; (d) applicable federal
and state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise
tax pursuant to Section 4982 of the Code. The Subadviser further
represents and warrants that to the extent that any statements or
omissions made in any Registration Statement for the Contracts or
shares of the Trust, or any amendment or supplement thereto, are
made in reliance upon and in conformity with information furnished
by the Subadviser expressly for use therein, such Registration
Statement and any amendments or supplements thereto will, when they
become effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder (the "1933 Act") and the
Act and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

<PAGE> 35
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
factors, including price (including the applicable brokerage
commission or dealer spread), the size of the order, the nature of
the market for the security or other investment, the timing of the
transaction, the reputation, experience and financial stability of
the broker or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and the firm's risk in positioning
a block of securities. Subject to such policies as the Trustees
may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of the
Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged
for effecting that transaction, if the Subadviser determines in
good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in
terms of either that particular transaction or the Subadviser's
overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment
discretion. The Subadviser will promptly communicate to the
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.

-3-
<PAGE> 36
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which the Adviser is required to
reduce or refund its advisory and management fee payable by the
Portfolio, the Subadviser agrees to waive such portion of its
subadvisory fee in the same proportion as the fees waived by the
Adviser bear to the total advisory and management fee paid by the
Portfolio. Such waiver, however, shall not exceed the full amount
of the subadvisory fee for such year except as may be elected by
the Subadviser in its discretion. For this purpose, aggregate
expenses of a Portfolio shall include the compensation of the
Adviser and all normal expenses, fees and charges, but shall
exclude interest, taxes, brokerage fees on portfolio transactions,
fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation
expenses. In the event any amounts are so contributed by the
Subadviser to the Adviser, the Adviser agrees to reimburse the
Subadviser for any expenses waived, provided that the Adviser has
been reimbursed by the Trust.

The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be

-4-
<PAGE> 37
subject at any time, and from time to time, to such reasonable
periodic, special and other examinations by the Securities and
Exchange Commission, the Trust's auditors, the Trust or any
representative of the Trust, the Adviser, or any governmental
agency or other instrumentality having regulatory authority over
the Trust.

7. Reference to the Subadviser. Neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.
In the event that this Agreement is terminated, the Trust shall
promptly amend its Registration Statement and other relevant
documents containing the name of the Subadviser, if any, to delete
reference to the Subadviser, except as may be required by law.

8. Indemnification. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which the
Subadviser or its affiliates or such directors, officers or
controlling person may become subject under the 1933 Act, under any
other statute, at common law or otherwise, which may be based upon
any wrongful act or breach of this Agreement by the Adviser;
provided, however, that in no case is the Adviser's indemnity in
favor of any person deemed to protect such person against any
liability to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reasons of his, her or
its reckless disregard of obligations and duties under this
Agreement.

The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers
and each person, if any, who controls the Adviser within the
meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including reasonable
legal and other expenses), to which the Adviser or its affiliates
or such directors, officers or controlling person may become
subject under the 1933 Act, under other statutes, at common law or
otherwise, which may be based upon (i) any wrongful act or breach
of this Agreement by the Subadviser, or (ii) any failure by the
Subadviser to comply with the representations and warranties set
forth in Section 1 of this Agreement; provided, however, that in no
case is the Subadviser's indemnity in favor of any person deemed to
protect such person against any liability to which such person
would otherwise be subject by reasons of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its

-5-
<PAGE> 38
duties or by reason of his, her or its reckless disregard of
obligation and duties under this Agreement.

9. Term of the Agreement. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
earlier of (a) two years form the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio from year to
year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.

With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of penalty by the Portfolio
or the Trust, by vote of a majority of the Trustees, or by vote of
a majority of the outstanding voting securities (as defined in the
Act) of the Portfolio, voting separately from any other series of
the Trust, or by the Adviser, on not less than 30 nor more than 60
days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at
any time, without the payment of any penalty, on 90 days' written
notice to the Adviser and the Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another
subadvisory agreement has been approved by the Trust in accordance
with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any
Portfolio or the addition of any Portfolio to Schedule A hereto (in
the manner required by the Act) shall not affect the continued
effectiveness of this Agreement with respect to each other
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).

-6-
<PAGE> 39
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.

10. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.

11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.

14. Separate Series. Pursuant to the provisions of the
Declaration, each portfolio is a separate series of the Trust, and
all debts, liabilities, obligations and expenses of a particular
portfolio shall be enforceable only against the assets of that
portfolio and not against the assets of any other portfolio or of
the Trust as a whole.

-7-

<PAGE> 40

Subadviser: Phoenix Investment Counsel, Inc.
One American Row
Hartford, Connecticut 06115
Attention: Ms. Kathleen A. Bloomquist

Adviser: SunAmerica Asset Management Corp.
733 Third Avenue
New York, New York 10017
Attn: Robert M. Zakem
Senior Vice President
General Counsel

with a copy to: SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
Attn: Susan L. Harris
Vice President, Associate
General Counsel and
Secretary

-8-
<PAGE> 41

IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Peter A. Harbeck
----------------------
Peter A. Harbeck
Executive Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Kathleen A. Bloomquist
-----------------------------
Name: Kathleen A. Bloomquist
Title: Vice President

-9-

<PAGE> 42
SCHEDULE A

<TABLE>
<CAPTION>
FEE
(AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
SUBADVISER PORTFOLIO(S) OF THE PORTFOLIO)
<S> <C> <C>

Phoenix Investment Balanced-Phoenix .35% - first $50MM
Counsel, Inc. Investment Counsel .30% - next $100MM
.25% - next $150MM
.20% - next $200MM
.15% - over $400MM
</TABLE>

<PAGE> 43
SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT is dated as of February 15,
1995 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and PROVIDENT INVESTMENT COUNSEL,
INC., a Delaware corporation (the "Subadviser").

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto
as follows:

<PAGE> 44
establish, and in compliance with the objectives,
policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations.

-2-

<PAGE> 45
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
factors, including price (including the applicable brokerage
commission or dealer spread), the size of the order, the nature of
the market for the security or other investment, the timing of the
transaction, the reputation, experience and financial stability of
the broker or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and the firm's risk in positioning
a block of securities. Subject to such policies as the Trustees
may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of the
Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged
for effecting that transaction, if the Subadviser determines in
good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in
terms of either that particular transaction or the Subadviser's
overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment
discretion. The Subadviser will promptly communicate to the
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.

-3-
<PAGE> 46
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the specified
expense limitation ratios for that year (calculated on a daily
basis), as a result of which the Adviser is required to reduce or refund
its advisory and management fee payable by the Portfolio, the Subadviser
agrees to waive such portion of its subadvisory fee in the same proportion
as the fees waived by the Adviser bear to the total advisory and management
fee paid by the Portfolio. Such waiver, however, shall not exceed the
full amount of the subadvisory fee for such year except as may be elected
by the subadvisory fee for such year except as may be elected by the
Subadviser in its discretion. For this purpose, aggregate expenses of a
Portfolio shall include the compensation of the Adviser and all normal
expenses, fees and charges, but shall exclude interest, taxes, brokerage
fees on portfolio transactions, fees and expenses incurred in connection
with the distribution of Trust shares, and extraordinary expenses including
litigation expenses. In the event any amounts are so contributed by the
Subadviser to the Adviser, the Adviser agrees to reimburse the Subadviser
for any expenses waived, provided that the Adviser has been reimbursed by
the Trust.

The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be

-4-
<PAGE> 47
subject at any time, and from time to time, to such reasonable
periodic, special and other examinations by the Securities and
Exchange Commission, the Trust's auditors, the Trust or any
representative of the Trust, the Adviser, or any governmental
agency or other instrumentality having regulatory authority over
the Trust.

9. Term of the Agreement. This Agreement shall continue in
full force and effect with respect to each Portfolio until the

-5-

<PAGE> 48
earlier of (a) two years from the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio from year to
year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.

This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.

10. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or

-6-

<PAGE> 49
otherwise, the remainder of this Agreement shall not be affected
thereby.

11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.

Subadviser: Provident Investment Counsel
200 N. Lake Avenue
Pasadena, CA 91101-4022
Attn: Michael W. Powers
Vice President

-7-

<PAGE> 50

Adviser: SunAmerica Asset Management Corp.
733 Third Avenue
New York, New York 10017
Attn: Robert M. Zakem
Senior Vice President
General Counsel

with a copy to: SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
Attn: Susan L. Harris
Vice President, Associate
General Counsel and
Secretary

-8-

<PAGE> 51
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Robert M. Zakem
----------------------
Name: Robert M. Zakem
Title: Sr. Vice President and
General Counsel

PROVIDENT INVESTMENT COUNSEL, INC.

By: /s/ Robert M. Kommerstad
------------------------
Name: Robert M. Kommerstad
Title: President

-9-

<PAGE> 52
SCHEDULE A

<TABLE>
<CAPTION>
FEE
(as a percentage of
average daily net assets
SUBADVISER PORTFOLIO(S) of the Portfolio)
<S> <C> <C>

Provident Provident Growth .50% - first $50MM
Investment Counsel .45% - next $100MM
Inc. .35% - next $100MM
.30% - next $100MM
.25% - over $350MM
</TABLE>

<PAGE> 53
SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT is dated as of September 16,
1994 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and SELECTED/VENTURE ADVISERS L.P., a
Colorado limited partnership (the "Subadviser").

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto
as follows:

1. DUTIES OF THE SUBADVISER. The Adviser hereby engages the
services of the Subadviser in furtherance of its Investment
Advisory and Management Agreement. Pursuant to this Subadvisory
Agreement and subject to the oversight and review of the Adviser,
the Subadviser will manage the investment and reinvestment of the
assets of each Portfolio listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities to be purchased or sold, will provide the
Adviser with records concerning its activities which the Adviser or
the Trust is required to maintain, and will render regular reports
to the Adviser and to officers and Trustees of the Trust concerning
its discharge of the foregoing responsibilities. The Subadviser
shall discharge the foregoing responsibilities subject to the
control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees of the Trust may from

<PAGE> 54
time to time establish, and in compliance with the objectives,
policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations. The Adviser shall inform the
Subadviser of any requirements of the California Insurance Code (or
other applicable insurance Code, if any) and any regulations
thereunder that operate to limit or restrict the investments the
Portfolio(s) may otherwise make, and to inform the Subadviser
promptly of any changes in such requirements.

The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws governing its operations and investments;
(2) so as not to jeopardize either the treatment of the Polaris
variable annuity contracts issued by Variable Separate Account
(File No. 33-47473; hereinafter "Contracts") as annuity contracts
for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), or the eligibility of the Contracts to qualify for sale to
the public in any state where they may otherwise be sold; and (3)
to minimize any taxes and/or penalties payable by the Trust or such
Portfolio. Without limiting the foregoing, the Subadviser
represents and warrants (1) qualification, election and maintenance
of such election by each Portfolio to be treated as a "regulated
investment company" under subchapter M, chapter 1 of the Code, and
(2) compliance with (a) the provisions of the Act and rules adopted
thereunder; (b) the diversification requirements specified in the
Internal Revenue Service's regulations under Section 817(h) of the
Code; (c) applicable state insurance laws; (d) applicable federal
and state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise
tax pursuant to Section 4982 of the Code. The Subadviser further
represents and warrants that to the extent that any statements or
omissions made in any Registration Statement for the Contracts or
shares of the Trust, or any amendment or supplement thereto, are
made in reliance upon and in conformity with information furnished
by the Subadviser expressly for use therein, such Registration
Statement and any amendments or supplements thereto will, when they
become effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder (the "1933 Act") and the
Act and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

-2-
<PAGE> 55
2. PORTFOLIO TRANSACTIONS. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
factors, including price (including the applicable brokerage
commission or dealer spread), the size of the order, the nature of
the market for the security or other investment, the timing of the
transaction, the reputation, experience and financial stability of
the broker or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and the firm's risk in positioning
a block of securities. Subject to such policies as the Trustees
may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of the
Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged
for effecting that transaction, if the Subadviser determines in
good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in
terms of either that particular transaction or the Subadviser's
overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment
discretion. The Subadviser will promptly communicate to the
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.

3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not
be entitled to receive any payment from the Trust and shall look
solely and exclusively to the Adviser for payment of all fees for
the services rendered, facilities furnished and expenses paid by it
hereunder. As full compensation for the Subadviser under this
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to each
Portfolio listed thereon. Such fee shall be accrued daily and paid
monthly as soon as practicable after the end of each month (i.e.,
the applicable annual fee rate divided by 365 applied to each prior
days' net assets in order to calculate the daily accrual). For
purposes of calculating the Subadviser's fee, the average daily net
asset value of a Portfolio shall be determined by taking an average
of all determinations of such net asset value during the month. If
the Subadviser shall provide its services under this Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.

-3-

<PAGE> 56
To the extent required by the laws of any state in which
the Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which the Adviser is required to
reduce or refund its advisory and management fee payable by the
Portfolio, the Subadviser agrees to waive such portion of its
subadvisory fee in the same proportion as the fees waived by the
Adviser bear to the total advisory and management fee paid by the
Portfolio. Such waiver, however, shall not exceed the full amount
of the subadvisory fee for such year except as may be elected by
the Subadviser in its discretion. For this purpose, aggregate
expenses of a Portfolio shall include the compensation of the
Adviser and all normal expenses, fees and charges, but shall
exclude interest, taxes, brokerage fees on portfolio transactions,
fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation
expenses. In the event any amounts are so contributed by the
Subadviser to the Adviser, the Adviser agrees to reimburse the
Subadviser for any expenses waived, provided that the Adviser has
been reimbursed by the Trust.

4. REPORTS. The Adviser and the Subadviser agree to furnish
to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders,
certified copies of their financial statements, and such other
information with regard to their affairs and that of the Trust as
each may reasonably request.

5. STATUS OF THE SUBADVISER. The services of the Subadviser
to the Adviser and the Trust are not to be deemed exclusive, and
the Subadviser shall be free to render similar services to others
so long as its services to the Trust are not impaired thereby. The
Subadviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise
be deemed an agent of the Trust.

-4-

<PAGE> 57

6. CERTAIN RECORDS. The Subadviser hereby undertakes and
agrees to maintain, in the form and for the period required by Rule
31a-2 under the Act, all records relating to the investments of the
Portfolio(s) that are required to be maintained by the Trust
pursuant to the requirements of Rule 31a-1 of that Act. Any
records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act
which are prepared or maintained by the Subadviser on behalf of the
Trust are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.

7. REFERENCE TO THE SUBADVISER. Neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.

8. INDEMNIFICATION. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Subadviser or
its affiliates or such directors, officers or controlling person
may become subject under the 1933 Act, under any other statute, at
common law or otherwise, which may be based upon any wrongful act
or breach of this Agreement by the Adviser; provided, however, that
in no case is the Adviser's indemnity in favor of any person deemed
to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its
duties or by reasons of his, her or its reckless disregard of
obligations and duties under this Agreement.

-5-

<PAGE> 58
which may be based upon (i) any wrongful act or breach of this
Agreement by the Subadviser, or (ii) any failure by the Subadviser
to comply with the representations and warranties set forth in
Section 1 of this Agreement; provided, however, that in no case is
the Subadviser's indemnity in favor of any person deemed to protect
such other persons against any liability to which such person would
otherwise be subject by reasons of willful misfeasance, bad faith,
or gross negligence in the performance of his, her or its duties or
by reason of his, her or its reckless disregard of obligation and
duties under this Agreement.

9. TERM OF THE AGREEMENT. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
earlier of (a) two years from the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio from year to
year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio voting separately from any other
series of the Trust, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.

-6-

<PAGE> 59
Portfolio or the addition of any Portfolio to Schedule A hereto (in
the manner required by the Act) shall not affect the continued
effectiveness of this Agreement with respect to each other
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.

10. SEVERABILITY. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.

11. AMENDMENTS. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.

12. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York and the
applicable provisions of the Act. To the extent the applicable
laws of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter
shall control.

13. PERSONAL LIABILITY. The Declaration of the Trust
establishing the Trust (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, and,
in accordance with that Declaration, no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private
property for satisfaction of any obligation or claim or otherwise
in connection with the affairs of the Trust, but the "Trust
Property" only shall be liable.

14. SEPARATE SERIES. Pursuant to the provisions of the
Declaration, each portfolio is a separate series of the Trust, and
all debts, liabilities, obligations and expenses of a particular
portfolio shall be enforceable only against the assets of that
portfolio and not against the assets of any other portfolio or of
the Trust as a whole.

15. NOTICES. All notices shall be in writing and deemed
properly given when delivered or mailed by United States certified
or registered mail, return receipt requested, postage prepaid,
addressed as follows:

-7-

<PAGE> 60

Subadviser: Selected/Venture Advisers L.P.
The Venture Building
124 E. Marcy Street
Attention: Louis R. Proyect
Executive Vice President

Adviser: SunAmerica Asset Management Corp.
733 Third Avenue
New York, New York 10017
Attention: Robert M. Zakem
Senior Vice President and
General Counsel

with a copy to: SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
Attention: Susan L. Harris
Vice President, Associate
General Counsel and
Secretary

-8-

<PAGE> 61

IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.

SUNAMERICA ASSET MANAGEMENT CORP.

By: /s/ Peter A. Harbeck
---------------------
Peter A. Harbeck
Executive Vice President

SELECTED/VENTURE ADVISERS L.P.

By: /s/ Louis R. Proyect
---------------------
Name: Louis R. Proyect
Title: Executive Vice President

-9-

<PAGE> 62

SCHEDULE A

<TABLE>
<CAPTION>
FEE
(AS A PERCENTAGE OF
AVERAGE DAILY NET
ASSETS OF
SUBADVISER PORTFOLIO(S) THE PORTFOLIO)
<S> <C> <C>
Selected/Venture Venture Value .45% - first $100MM
Advisers L.P. .40% - next $400MM
.35% - over $500MM
</TABLE>

<PAGE> 1
EXHIBIT 99.9
FUND PARTICIPATION AGREEMENT

AGREEMENT, made on this 16th day of September, 1992, between
ANCHOR NATIONAL LIFE INSURANCE COMPANY ("Anchor"), a life insurance
company organized under the laws of the State of California, on
behalf of itself and on behalf of VARIABLE SEPARATE ACCOUNT (f/k/a
"AMERICAN PATHWAY II - SEPARATE ACCOUNT OF ANCHOR NATIONAL LIFE
INSURANCE COMPANY," ("Variable Account"), a separate account of
Anchor existing pursuant to the laws of the State of California,
and SUNAMERICA SERIES TRUST ("Fund"), an open-end management
investment company established pursuant to the laws of the
Commonwealth of Massachusetts under a Declaration of Fund dated
September 11, 1992, which is composed of multiple investment series
("Portfolios").

WITNESSETH:

WHEREAS, Anchor, by resolution, has established the Variable
Account on its books of account for the purpose of funding certain
variable annuity contracts issued by it; and

WHEREAS, the Variable Account is divided into various
portfolios ("Divisions") under which the income, gains and losses,
whether or not realized, from assets allocated to each such
Division are, in accordance with the applicable variable annuity
contracts, credited to or charged against such Division without
regard to any income, gains or losses of other Divisions or
separate accounts of Anchor; and

WHEREAS, the Variable Account is registered with the Securities
and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940 ("Act"); and

WHEREAS, the Fund, a registered, open-end, diversified
management investment company, is divided into various Portfolios,
each Portfolio being subject to separate investment objectives and
restrictions which may not be changed without a majority vote of
the shareholders of each such Portfolio; and

WHEREAS, the Variable Account desires to purchase shares of
the Fund in connection with the issuance of certain variable
annuity contracts to be marketed under the name Polaris
(collectively with other contracts and policies that may be funded
through the Fund, "Contracts"); and

WHEREAS, the Fund agrees to make shares of certain of its
Portfolios available to serve as underlying investment media for
the corresponding Divisions of the Variable Account; and

<PAGE> 2
WHEREAS, SUNAMERICA SECURITIES, INC., and ROYAL ALLIANCE
ASSOCIATES, INC. (collectively, "Distributors"), which serve as the
distributors for the Contracts funded in the Variable Account
pursuant to an agreement with Anchor on behalf of itself and the
Variable Account are each a broker-dealer registered as such under
the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc.;

NOW, THEREFORE, in consideration of the foregoing and of
mutual covenants and conditions set forth herein and for other good
and valuable consideration, Anchor (on behalf of itself and the
Variable Account) and the Fund hereby agree as follows:

1. The Contracts funded by the Variable Account will provide
for the allocation of net amounts among certain Divisions of the
Variable Account for investment in the shares of the particular
portfolio of the Fund underlying each such Division. The selection
of a particular Division is to be made (and such selection may be
changed) in accordance with the terms of the applicable Contract.

2. No representation is made as to the number or amount of
such Contracts to be sold. Anchor, pursuant to its agreement with
Distributors, will make reasonable efforts to market those
Contracts it determines from time to time to offer for sale and,
although it is not required to offer for sale new Contracts, Anchor
will accept payments and otherwise service existing Contracts
funded in the Variable Account.

3. Fund shares to be made available to the respective
Divisions of the Variable Account shall be sold by each of the
respective Portfolios of the Fund and purchased by Anchor for that
Division at the net asset value next computed after receipt of each
order, as established in accordance with the provisions of the then
current prospectus of the Fund. Shares of a particular Portfolio
of the Fund shall be ordered in such quantities and at such times
as determined by Anchor to be necessary to meet the requirements of
those Contracts having amounts allocated to the Division for which
the Fund Portfolio shares serve as the underlying investment
medium. Orders and payments for shares purchased will be sent
promptly to the Fund and will be made payable in the manner
established from time to time by the Fund for the receipt of such
payments. The Fund reserves the right to delay transfer of its
shares until the payment check has cleared. The Fund has the
obligation to insure that its shares to be made available to the
appropriate Division(s) under the Contracts are registered at all
times under the Securities Act of 1933 ("1933 Act").

4. The Fund will redeem the shares of the various Portfolios
when requested by Anchor on behalf of the corresponding Division of
the Variable Account at the net asset value next computed after
receipt of each request for redemption, as established in
accordance with the provisions of the then current prospectus of

-2-

<PAGE> 3

the Fund. The Fund will make payment in the manner established
from time to time by the Fund for the receipt of such redemption
requests, but in no event shall payment be delayed for a greater
period than is permitted by the Act.

5. Transfer of the Fund's shares will be by book entry only.
No stock certificates will be issued to the Variable Account.
Shares ordered from a particular Portfolio to the Fund will be
recorded in an appropriate title for the corresponding Division of
the Variable Account.

6. The Fund shall furnish notice promptly to Anchor of any
dividend or distribution payable on its shares which are subject to
this Agreement. All of such dividends and distributions as are
payable on each of the Portfolio shares in the title for the
corresponding Division of the Variable Account shall be
automatically reinvested in additional shares of that Portfolio of
the Fund. The Fund shall notify Anchor of the number of shares so
issued.

7. All expenses incident to the performance of the Fund
under this Agreement shall be paid by the Fund. The Fund shall
ensure that all of its shares which are subject to this Agreement
are registered and authorized for issue in accordance with
applicable federal and state laws prior to their purchase by the
Variable Account. Anchor shall bear none of the expenses for the
cost of registration of the Fund's shares, preparation of the
Fund's prospectuses, proxy materials and reports, the distribution
of such items to shareholders, the preparation of all statements
and notices required by any federal or state law or any taxes on
the issue or transfer of the Fund's shares subject to this
Agreement.

8. Anchor, either directly or through Distributors, shall
make no representations concerning the Fund's shares which are
subject to this Agreement other than those contained in the then
current prospectus of the Fund and in printed information
subsequently issued by the Fund as supplemental to such prospects.

9. Anchor and the Fund acknowledge that in the future, the
Fund's shares may become available for investment by separate
accounts of other insurance companies, which may or may not be
affiliated persons (as that term is defined in the Act) of Anchor
(collectively with Anchor, "Participating Insurers"). In such
event, (a) the Fund shall undertake that its Board of Trustees
("Board") will monitor the Fund for the existence of material
irreconcilable conflicts that may arise between the Contract owners
of Participating Insurers, for the purpose of identifying and
remedying any such conflict and (b) paragraphs 10, 11 and 12 shall
apply. In discharging its responsibilities under paragraphs 10,
11 and 12 hereinafter, Anchor will cooperate and coordinate, to the
extent necessary, with the Board and with other Participating

-3-

<PAGE> 4
Insurers. The Fund agrees that it will require, as a condition to
participation, that all Participating Insurers shall have
obligations and responsibilities regarding conflicts of interest
corresponding to those that are agreed to herein by Anchor pursuant
to such paragraphs 10, 11 and 12 and pursuant to this paragraph 9.

10. Anchor shall provide pass-through voting privileges to
all variable Contract owners so long as the U.S. Securities and
Exchange Commission continues to interpret the Act to require pass-
through voting privileges for variable Contract owners. Anchor
shall be responsible for assuring that the Variable Account
calculates voting privilege in a manner consistent with separate
accounts of other Participating Insurers, as determined by the
Board. Anchor will vote shares for which it has not received
voting instructions in the same proportion as it votes shares for
which it has received instructions.

11. Anchor will report to the Board any potential or existing
conflicts of which it is or becomes aware between any of its
Contract owners or between any of its Contract owners and Contract
owners of other Participating Insurers. Anchor will be responsible
for assisting the Board in carrying out its responsibilities to
identify material conflicts by providing the Board with all
information available to it that is reasonably necessary for the
Board to consider any issues raised, including information as to a
decision by Anchor to disregard voting instructions of its Contract
owners.

12. The Board's determination of the existence of an
irreconcilable material conflict and its implications shall be made
known promptly by it to Anchor and other Participating Insurers.
An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state
insurance tax, or securities laws or regulations, or a public
ruling, private letter ruling, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative
or judicial decision in any relevant proceeding; (d) the manner in
which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity
Contract owners and variable life insurance Contract owners or by
Contract owners of different Participating Insurers; or (f) a
decision by a Participating Insurer to disregard the voting
instructions of variable Contract owners.

13. If it is determined by a majority of the Board or a
majority of its disinterested Trustees that a material
irreconcilable conflict exists that affects the interests of Anchor
Contract owners, Anchor shall, in cooperation with other
Participating Insurers whose Contract owners' interests are also
affected by the conflict, take whatever steps are necessary to
remedy or eliminate the irreconcilable material conflict, which

-4-

<PAGE> 5
steps could include: (a) withdrawing the assets allocable to the
Variable Account from the Fund or any portfolio and reinvesting
such assets in a different investment medium, including another
Portfolio of the Fund, or submitting the question of whether such
segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any
particular group (e.g., annuity Contract owners or life insurance
Contract owners) that votes in favor of such segregation, or
offering to the affected Contract owners of the option of making
such a change; and (b) establishing a new registered management
investment company or managed separate account. Anchor shall take
such steps at its expense if the conflict affects solely the
interests of the owners of Anchor Contracts, but shall bear only
its equitable portion of any such expense if the conflict also
affects the interest of the Contract owners of one or more
Participating Insurers other than Anchor, provided: that this
sentence shall not be construed to require the Fund to bear any
portion of such expense. If a material irreconcilable conflict
arises because of Anchor's decision to disregard Contract owner
voting instructions and that decision represents a minority
position or would preclude a majority vote, Anchor may be required,
at Fund's election, to withdraw the Variable Account's investment
in the Fund, and no charge or penalty will be imposed against the
Variable Account as a result of such a withdrawal. Anchor agrees
to take such remedial action as may be required under this
paragraph 13 with a view only to the interests of its Contract
owners. For purposes of this paragraph 13, a majority of the
disinterested members of the Board shall determine whether or not
any proposed action adequately remedies any irreconcilable
conflict, but in no event will Fund be required to establish a new
funding medium for any variable Contracts. Anchor shall not be
required by this paragraph 13 to establish a new funding medium for
any variable Contract if an offer to do so has been declined by
vote of a majority of affected Contract owners.

14. This Agreement shall terminate:

(a) at the option of Anchor or the Fund upon 60 days'
advance written notice to all other parties to this
Agreement; or

(b) at the option of Anchor if any of the Fund's shares
are not reasonably available to meet the
requirements of the Contracts funded in the
Variable Account as determined by Anchor. Prompt
notice of election to terminate shall be furnished
by Anchor; or

(c) at the option of Anchor upon institution of formal
proceedings against the Fund by the Securities and
Exchange Commission; or

-5-

<PAGE> 6
(d) upon the vote of Contract owners having an interest
in a particular Division of the Variable Account to
substitute the shares of another investment company
for the corresponding Fund Portfolio shares in
accordance with the terms of the Contracts for
which those Fund shares had been selected to serve
as the underlying investment medium. Anchor will
give 30 days' prior written notice to the Fund of
the date of any proposed action to replace the
Fund's shares; or

(e) in the event the Fund's shares are not registered,
issued or sold in accordance with applicable state
and/or federal law or such law precludes the use of
such shares as the underlying investment medium of
the Contracts funded in the Variable Account.
Prompt notice shall be given by each party to all
other parties in the event that the conditions
stated in subsections (b), (c) or (d) of this
paragraph 14 should occur.

15. Notwithstanding any other provisions of this Agreement,
the obligations of the Fund hereunder are not personally binding
upon any of the trustees, shareholders, officers, employees or
agents of the Fund; resort in satisfaction of such obligations
shall be had only to the assets and property of the Fund and not to
the private property of any of such Fund's trustees, shareholders,
officers, employees or agents.

16. This Agreement shall be construed in accordance with the
laws of the State of California.

-6-

<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

ANCHOR NATIONAL LIFE INSURANCE COMPANY

By: /s/ Robert P. Saltzman
-----------------------
Robert P. Saltzman
President and Chief Executive Officer

VARIABLE SEPARATE ACCOUNT
(f/k/a AMERICAN PATHWAY II - SEPARATE
ACCOUNT OF ANCHOR NATIONAL LIFE INSURANCE
COMPANY)

BY: ANCHOR NATIONAL LIFE INSURANCE
COMPANY

By: /s/ Robert P. Saltzman
-----------------------
Robert P. Saltzman

SUNAMERICA SERIES TRUST

By: /s/ Robert P. Saltzman
-----------------------
Robert P. Saltzman

Acknowledged and Agreed:

ROYAL ALLIANCE ASSOCIATES, INC.

By: /s/ Susan L. Harris Dated: Septembert 19, 1992
--------------------- --------------------

SUNAMERICA SECURITIES, INC.

By: /s/ Susan L. Harris Dated: September 19, 1992
--------------------- --------------------

-7-

<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 6 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
January 16, 1996, relating to the financial statements and financial highlights
of SunAmerica Series Trust, which appears in such Statement of Additional
information. We also consent to the reference to us under the heading "General
Information - Independent Accountants" in such Statement of Additional
Information and to the references to us under the headings "Financial
Highlights" and "Independent Accountants" in such Prospectus.

/S/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York
February 26, 1996

<PAGE> 1
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Susan L. Harris, Scott L.
Robinson, Peter C. Sutton and Robert M. Zakem, or each of them, as his true and
lawful attorneys-in-fact and agents, to do any and all acts and to execute any
and all instruments that said attorneys-in-fact and agents may deem necessary
or advisable to enable the Trust to comply with the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission under
those Acts or under any other federal securities laws, including specifically,
but without limiting the foregoing, signing any instruments or documents filed
as part of or in connection with: (i) the registration of the Trust under the
Investment Company Act of 1940, as amended; (ii) the registration of its shares
under the Securities Act of 1933, as amended; (iii) the registration of
additional Trust shares for public sale; and (iv) application for exemptive
orders necessary in the best interest of the Trust. Each person whose
signature appears below hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done within the scope of
this appointment.

WITNESS the due execution hereof on the date and in the capacity set
forth below.

SUNAMERICA SERIES TRUST

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James K. Hunt Trustee, Chairman and President January 19, 1995
- ----------------- (Principal Executive Officer)
James K. Hunt

/s/ Scott L. Robinson Senior Vice President, Treasurer January 19, 1995
- --------------------- and Controller (Principal Financial
Scott L. Robinson and Accounting Officer)

/s/ Richards D. Barger Trustee January 19, 1995
- ----------------------
Richards D. Barger

/s/ Frank L. Ellsworth Trustee January 19, 1995
- ----------------------
Frank L. Ellsworth

/s/ Gordon F. Hampton Trustee January 19, 1995
- ---------------------
Gordon F. Hampton

/s/ Norman J. Metcalfe Trustee January 19, 1995
- ----------------------
Norman J. Metcalfe
</TABLE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 01
<NAME> SUNAMERICA SERIES TRUST GLOBAL EQUITIES

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 157,694,411
<INVESTMENTS-AT-VALUE> 168,743,242
<RECEIVABLES> 3,424,738
<ASSETS-OTHER> 134,725
<OTHER-ITEMS-ASSETS> 354,057
<TOTAL-ASSETS> 172,656,762
<PAYABLE-FOR-SECURITIES> 4,475,831
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,429,234
<TOTAL-LIABILITIES> 6,905,065
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,050,688
<SHARES-COMMON-STOCK> 12,693,039
<SHARES-COMMON-PRIOR> 11,714,905
<ACCUMULATED-NII-CURRENT> 1,468,646
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,154,885
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,077,478
<NET-ASSETS> 165,751,697
<DIVIDEND-INCOME> 2,679,270
<INTEREST-INCOME> 397,172
<OTHER-INCOME> 0
<EXPENSES-NET> (1,626,242)
<NET-INVESTMENT-INCOME> 1,450,200
<REALIZED-GAINS-CURRENT> 5,199,697
<APPREC-INCREASE-CURRENT> 13,590,480
<NET-CHANGE-FROM-OPS> 20,240,377
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (855,000)
<DISTRIBUTIONS-OF-GAINS> (3,190,000)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,436,345
<NUMBER-OF-SHARES-REDEEMED> (5,815,859)
<SHARES-REINVESTED> 357,648
<NET-CHANGE-IN-ASSETS> 28,993,949
<ACCUMULATED-NII-PRIOR> 196,485
<ACCUMULATED-GAINS-PRIOR> 2,822,149
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,185,831
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,626,242
<AVERAGE-NET-ASSETS> 142,234,751
<PER-SHARE-NAV-BEGIN> 11.67
<PER-SHARE-NII> 0.12
<PER-SHARE-GAIN-APPREC> 1.64
<PER-SHARE-DIVIDEND> (0.08)
<PER-SHARE-DISTRIBUTIONS> (0.29)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.06
<EXPENSE-RATIO> 1.14
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 02
<NAME> SUNAMERICA SERIES TRUST ALLIANCE GROWTH

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 147,285,284
<INVESTMENTS-AT-VALUE> 167,626,364
<RECEIVABLES> 2,715,789
<ASSETS-OTHER> 10,662
<OTHER-ITEMS-ASSETS> 72,387
<TOTAL-ASSETS> 170,425,202
<PAYABLE-FOR-SECURITIES> 2,140,913
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 353,598
<TOTAL-LIABILITIES> 2,555,475
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 134,009,237
<SHARES-COMMON-STOCK> 10,739,380
<SHARES-COMMON-PRIOR> 5,000,304
<ACCUMULATED-NII-CURRENT> 477,396
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,945,264
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20,437,830
<NET-ASSETS> 167,869,727
<DIVIDEND-INCOME> 1,029,948
<INTEREST-INCOME> 198,205
<OTHER-INCOME> 0
<EXPENSES-NET> (746,621)
<NET-INVESTMENT-INCOME> 481,532
<REALIZED-GAINS-CURRENT> 13,353,568
<APPREC-INCREASE-CURRENT> 21,160,435
<NET-CHANGE-FROM-OPS> 34,995,535
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (155,000)
<DISTRIBUTIONS-OF-GAINS> (725,000)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,084,699
<NUMBER-OF-SHARES-REDEEMED> (6,421,749)
<SHARES-REINVESTED> 76,126
<NET-CHANGE-IN-ASSETS> 114,656,443
<ACCUMULATED-NII-PRIOR> 150,864
<ACCUMULATED-GAINS-PRIOR> 316,696
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 635,979
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 746,621
<AVERAGE-NET-ASSETS> 94,041,750
<PER-SHARE-NAV-BEGIN> 10.64
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 5.08
<PER-SHARE-DIVIDEND> (0.03)
<PER-SHARE-DISTRIBUTIONS> (0.13)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.63
<EXPENSE-RATIO> 0.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 03
<NAME> SUNAMERICA SERIES TRUST - GROWTH PHOENIX

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 135,014,489
<INVESTMENTS-AT-VALUE> 151,487,988
<RECEIVABLES> 6,225,295
<ASSETS-OTHER> 11,520
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 157,724,803
<PAYABLE-FOR-SECURITIES> 3,253,574
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,560,746
<TOTAL-LIABILITIES> 7,814,320
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 121,638,746
<SHARES-COMMON-STOCK> 11,411,801
<SHARES-COMMON-PRIOR> 10,405,764
<ACCUMULATED-NII-CURRENT> 1,261,039
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10,537,220
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16,473,478
<NET-ASSETS> 149,910,483
<DIVIDEND-INCOME> 1,295,073
<INTEREST-INCOME> 920,009
<OTHER-INCOME> 0
<EXPENSES-NET> (951,445)
<NET-INVESTMENT-INCOME> 1,263,637
<REALIZED-GAINS-CURRENT> 19,384,653
<APPREC-INCREASE-CURRENT> 14,865,859
<NET-CHANGE-FROM-OPS> 35,514,149
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,450,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,046,435
<NUMBER-OF-SHARES-REDEEMED> (3,175,785)
<SHARES-REINVESTED> 135,387
<NET-CHANGE-IN-ASSETS> 45,716,939
<ACCUMULATED-NII-PRIOR> 1,446,701
<ACCUMULATED-GAINS-PRIOR> (8,845,732)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 835,634
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 951,445
<AVERAGE-NET-ASSETS> 124,714,202
<PER-SHARE-NAV-BEGIN> 10.01
<PER-SHARE-NII> .12
<PER-SHARE-GAIN-APPREC> 3.14
<PER-SHARE-DIVIDEND> (.13)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.14
<EXPENSE-RATIO> 76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 04
<NAME> SUNAMERICA SERIES TRUST PROVIDENT GROWTH

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 86,022,759
<INVESTMENTS-AT-VALUE> 114,070,200
<RECEIVABLES> 1,364,315
<ASSETS-OTHER> 10,380
<OTHER-ITEMS-ASSETS> 916
<TOTAL-ASSETS> 115,445,811
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 169,772
<TOTAL-LIABILITIES> 169,772
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,389,835
<SHARES-COMMON-STOCK> 8,800,227
<SHARES-COMMON-PRIOR> 7,494,289
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,161,237)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,047,441
<NET-ASSETS> 115,276,039
<DIVIDEND-INCOME> 583,781
<INTEREST-INCOME> 252,521
<OTHER-INCOME> 0
<EXPENSES-NET> (881,560)
<NET-INVESTMENT-INCOME> (45,258)
<REALIZED-GAINS-CURRENT> 240,218
<APPREC-INCREASE-CURRENT> 25,016,207
<NET-CHANGE-FROM-OPS> 25,211,167
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (200,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,971,874
<NUMBER-OF-SHARES-REDEEMED> (2,684,472)
<SHARES-REINVESTED> 18,536
<NET-CHANGE-IN-ASSETS> 39,933,933
<ACCUMULATED-NII-PRIOR> 193,602
<ACCUMULATED-GAINS-PRIOR> (3,401,455)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 785,809
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 881,560
<AVERAGE-NET-ASSETS> 95,101,096
<PER-SHARE-NAV-BEGIN> 10.05
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> 3.09
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 05
<NAME> SUNAMERICA SERIES TRUST GROWTH-INCOME

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 153,156,214
<INVESTMENTS-AT-VALUE> 177,534,383
<RECEIVABLES> 754,718
<ASSETS-OTHER> 10,976
<OTHER-ITEMS-ASSETS> 985
<TOTAL-ASSETS> 178,301,062
<PAYABLE-FOR-SECURITIES> 6,748,269
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 271,720
<TOTAL-LIABILITIES> 7,019,989
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 139,333,338
<SHARES-COMMON-STOCK> 12,490,023
<SHARES-COMMON-PRIOR> 8,219,985
<ACCUMULATED-NII-CURRENT> 1,673,393
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,896,173
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 24,378,169
<NET-ASSETS> 171,281,073
<DIVIDEND-INCOME> 2,168,076
<INTEREST-INCOME> 414,143
<OTHER-INCOME> 0
<EXPENSES-NET> (906,659)
<NET-INVESTMENT-INCOME> 1,675,560
<REALIZED-GAINS-CURRENT> 6,546,968
<APPREC-INCREASE-CURRENT> 26,098,737
<NET-CHANGE-FROM-OPS> 34,321,265
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (875,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,452,877
<NUMBER-OF-SHARES-REDEEMED> (2,260,341)
<SHARES-REINVESTED> 77,502
<NET-CHANGE-IN-ASSETS> 86,381,892
<ACCUMULATED-NII-PRIOR> 872,833
<ACCUMULATED-GAINS-PRIOR> (650,795)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 794,078
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 906,659
<AVERAGE-NET-ASSETS> 118,401,785
<PER-SHARE-NAV-BEGIN> 10.33
<PER-SHARE-NII> 0.17
<PER-SHARE-GAIN-APPREC> 3.31
<PER-SHARE-DIVIDEND> (0.10)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.71
<EXPENSE-RATIO> 0.77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 06
<NAME> SUNAMERICA SERIES TRUST HIGH YIELD BOND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 76,969,818
<INVESTMENTS-AT-VALUE> 77,635,215
<RECEIVABLES> 5,626,213
<ASSETS-OTHER> 9,724
<OTHER-ITEMS-ASSETS> 20,910
<TOTAL-ASSETS> 83,292,062
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,118,395
<TOTAL-LIABILITIES> 1,118,395
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 83,135,134
<SHARES-COMMON-STOCK> 7,806,335
<SHARES-COMMON-PRIOR> 5,407,903
<ACCUMULATED-NII-CURRENT> 7,410,940
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,037,804)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 665,397
<NET-ASSETS> 82,173,667
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,087,552
<OTHER-INCOME> 0
<EXPENSES-NET> (560,657)
<NET-INVESTMENT-INCOME> 7,526,895
<REALIZED-GAINS-CURRENT> (3,711,235)
<APPREC-INCREASE-CURRENT> 4,427,627
<NET-CHANGE-FROM-OPS> 8,243,287
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,340,000
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,846,915
<NUMBER-OF-SHARES-REDEEMED> (5,097,408)
<SHARES-REINVESTED> 648,925
<NET-CHANGE-IN-ASSETS> 26,370,930
<ACCUMULATED-NII-PRIOR> 6,224,045
<ACCUMULATED-GAINS-PRIOR> (5,326,569)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 478,203
<INTEREST-EXPENSE> 2,898
<GROSS-EXPENSE> 560,657
<AVERAGE-NET-ASSETS> 69,723,606
<PER-SHARE-NAV-BEGIN> 10.32
<PER-SHARE-NII> 1.11
<PER-SHARE-GAIN-APPREC> 0.12
<PER-SHARE-DIVIDEND> (1.02)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.53
<EXPENSE-RATIO> 0.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 07
<NAME> SUNAMERICA SERIES TRUST CASH MANAGEMENT

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 93,678,239
<INVESTMENTS-AT-VALUE> 93,681,313
<RECEIVABLES> 604,978
<ASSETS-OTHER> 17,361
<OTHER-ITEMS-ASSETS> 799
<TOTAL-ASSETS> 94,304,451
<PAYABLE-FOR-SECURITIES> 1,006,937
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,566,321
<TOTAL-LIABILITIES> 3,573,258
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 86,488,589
<SHARES-COMMON-STOCK> 8,483,049
<SHARES-COMMON-PRIOR> 8,512,636
<ACCUMULATED-NII-CURRENT> 4,234,947
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,583
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,074
<NET-ASSETS> 90,731,193
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,772,033
<OTHER-INCOME> 0
<EXPENSES-NET> (530,528)
<NET-INVESTMENT-INCOME> 4,241,505
<REALIZED-GAINS-CURRENT> 5,110
<APPREC-INCREASE-CURRENT> 44,053
<NET-CHANGE-FROM-OPS> 4,290,668
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,210,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 39,465,595
<NUMBER-OF-SHARES-REDEEMED> (39,709,537)
<SHARES-REINVESTED> 214,355
<NET-CHANGE-IN-ASSETS> 1,633,357
<ACCUMULATED-NII-PRIOR> 2,203,442
<ACCUMULATED-GAINS-PRIOR> (527)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 438,400
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 530,528
<AVERAGE-NET-ASSETS> 79,759,713
<PER-SHARE-NAV-BEGIN> 10.47
<PER-SHARE-NII> 0.56
<PER-SHARE-GAIN-APPREC> 0.01
<PER-SHARE-DIVIDEND> (0.34)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.70
<EXPENSE-RATIO> 0.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 08
<NAME> SUNAMERICA SERIES TRUST ASSET ALLOCATION

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 196,297,944
<INVESTMENTS-AT-VALUE> 213,620,649
<RECEIVABLES> 8,880,986
<ASSETS-OTHER> 11,838
<OTHER-ITEMS-ASSETS> 508,600
<TOTAL-ASSETS> 223,022,073
<PAYABLE-FOR-SECURITIES> 22,926,295
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 259,388
<TOTAL-LIABILITIES> 23,185,683
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 171,257,566
<SHARES-COMMON-STOCK> 15,689,067
<SHARES-COMMON-PRIOR> 10,356,226
<ACCUMULATED-NII-CURRENT> 5,029,483
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6,131,686
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17,417,655
<NET-ASSETS> 199,836,390
<DIVIDEND-INCOME> 2,163,433
<INTEREST-INCOME> 4,342,880
<OTHER-INCOME> 0
<EXPENSES-NET> (1,185,591)
<NET-INVESTMENT-INCOME> 5,320,722
<REALIZED-GAINS-CURRENT> 6,829,983
<APPREC-INCREASE-CURRENT> 20,784,730
<NET-CHANGE-FROM-OPS> 32,935,435
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,240,000)
<DISTRIBUTIONS-OF-GAINS> (425,000)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,788,903
<NUMBER-OF-SHARES-REDEEMED> (2,699,219)
<SHARES-REINVESTED> 243,157
<NET-CHANGE-IN-ASSETS> 92,980,546
<ACCUMULATED-NII-PRIOR> 1,948,761
<ACCUMULATED-GAINS-PRIOR> (273,297)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,000,248
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,185,591
<AVERAGE-NET-ASSETS> 147,007,589
<PER-SHARE-NAV-BEGIN> 10.32
<PER-SHARE-NII> .42
<PER-SHARE-GAIN-APPREC> 2.24
<PER-SHARE-DIVIDEND> (.20)
<PER-SHARE-DISTRIBUTIONS> (.04)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.74
<EXPENSE-RATIO> .81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 09
<NAME> SUNAMERICA SERIES TRUST GLOBAL BOND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 59,578,498
<INVESTMENTS-AT-VALUE> 60,494,584
<RECEIVABLES> 2,000,618
<ASSETS-OTHER> 944,901
<OTHER-ITEMS-ASSETS> 435
<TOTAL-ASSETS> 63,440,538
<PAYABLE-FOR-SECURITIES> 3,253,872
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 427,622
<TOTAL-LIABILITIES> 3,681,494
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 55,577,869
<SHARES-COMMON-STOCK> 5,424,420
<SHARES-COMMON-PRIOR> 4,530,154
<ACCUMULATED-NII-CURRENT> 3,620,109
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (932,642)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,493,708
<NET-ASSETS> 59,759,044
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,341,934
<OTHER-INCOME> 0
<EXPENSES-NET> (465,691)
<NET-INVESTMENT-INCOME> 2,876,243
<REALIZED-GAINS-CURRENT> 2,938,673
<APPREC-INCREASE-CURRENT> 1,594,963
<NET-CHANGE-FROM-OPS> 7,409,879
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,700,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,131,775
<NUMBER-OF-SHARES-REDEEMED> (1,407,509)
<SHARES-REINVESTED> 170,000
<NET-CHANGE-IN-ASSETS> 15,216,457
<ACCUMULATED-NII-PRIOR> 1,143,813
<ACCUMULATED-GAINS-PRIOR> (2,600,198)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 365,313
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 465,691
<AVERAGE-NET-ASSETS> 48,859,483
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> .97
<PER-SHARE-DIVIDEND> (.38)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.02
<EXPENSE-RATIO> .95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 10
<NAME> SUNAMERICA SERIES TRUST FIXED INCOME

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 36,608,378
<INVESTMENTS-AT-VALUE> 37,119,949
<RECEIVABLES> 3,077,066
<ASSETS-OTHER> 9,077
<OTHER-ITEMS-ASSETS> 153,943
<TOTAL-ASSETS> 40,360,035
<PAYABLE-FOR-SECURITIES> 10,803,012
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 82,503
<TOTAL-LIABILITIES> 10,885,515
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 28,058,530
<SHARES-COMMON-STOCK> 2,724,189
<SHARES-COMMON-PRIOR> 1,628,369
<ACCUMULATED-NII-CURRENT> 1,219,884
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (355,354)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 551,460
<NET-ASSETS> 29,474,520
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,423,770
<OTHER-INCOME> 0
<EXPENSES-NET> (199,102)
<NET-INVESTMENT-INCOME> 1,224,668
<REALIZED-GAINS-CURRENT> 595,894
<APPREC-INCREASE-CURRENT> 1,302,039
<NET-CHANGE-FROM-OPS> 3,122,601
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (885,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,218,395
<NUMBER-OF-SHARES-REDEEMED> (1,212,881)
<SHARES-REINVESTED> 90,306
<NET-CHANGE-IN-ASSETS> 13,605,762
<ACCUMULATED-NII-PRIOR> 882,067
<ACCUMULATED-GAINS-PRIOR> (953,099)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 144,546
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 200,872
<AVERAGE-NET-ASSETS> 20,649,470
<PER-SHARE-NAV-BEGIN> 9.75
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> 1.00
<PER-SHARE-DIVIDEND> (.53)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.82
<EXPENSE-RATIO> .96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 11
<NAME> SUNAMERICA SERIES TRUST - BALANCED PHOENIX

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 32,683,470
<INVESTMENTS-AT-VALUE> 34,646,742
<RECEIVABLES> 402,783
<ASSETS-OTHER> 365
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 35,049,890
<PAYABLE-FOR-SECURITIES> 1,879,526
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 741,829
<TOTAL-LIABILITIES> 2,621,355
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29,191,071
<SHARES-COMMON-STOCK> 2,598,706
<SHARES-COMMON-PRIOR> 152,234
<ACCUMULATED-NII-CURRENT> 399,630
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 874,562
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,963,272
<NET-ASSETS> 32,428,535
<DIVIDEND-INCOME> 94,209
<INTEREST-INCOME> 441,028
<OTHER-INCOME> 0
<EXPENSES-NET> (128,896)
<NET-INVESTMENT-INCOME> 406,341
<REALIZED-GAINS-CURRENT> 875,469
<APPREC-INCREASE-CURRENT> 1,971,928
<NET-CHANGE-FROM-OPS> 3,253,738
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,237)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,742,183
<NUMBER-OF-SHARES-REDEEMED> (296,843)
<SHARES-REINVESTED> 1,132
<NET-CHANGE-IN-ASSETS> 30,912,780
<ACCUMULATED-NII-PRIOR> 4,526
<ACCUMULATED-GAINS-PRIOR> (907)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 92,499
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 145,927
<AVERAGE-NET-ASSETS> 13,214,119
<PER-SHARE-NAV-BEGIN> 9.96
<PER-SHARE-NII> .34
<PER-SHARE-GAIN-APPREC> 2.23
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.48
<EXPENSE-RATIO> .98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 12
<NAME> SUNAMERICA SERIES TRUST - VENTURE VALUE

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 141,738,345
<INVESTMENTS-AT-VALUE> 156,939,468
<RECEIVABLES> 1,902,265
<ASSETS-OTHER> 1,914
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 158,843,647
<PAYABLE-FOR-SECURITIES> 2,658,822
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,276,828
<TOTAL-LIABILITIES> 3,935,650
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 137,197,421
<SHARES-COMMON-STOCK> 11,503,467
<SHARES-COMMON-PRIOR> 454,736
<ACCUMULATED-NII-CURRENT> 889,057
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,620,396
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 15,201,123
<NET-ASSETS> 154,907,997
<DIVIDEND-INCOME> 1,048,621
<INTEREST-INCOME> 489,585
<OTHER-INCOME> 0
<EXPENSES-NET> (633,655)
<NET-INVESTMENT-INCOME> 904,551
<REALIZED-GAINS-CURRENT> 1,620,396
<APPREC-INCREASE-CURRENT> 15,272,123
<NET-CHANGE-FROM-OPS> 17,797,070
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (23,311)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13,646,177
<NUMBER-OF-SHARES-REDEEMED> (2,599,805)
<SHARES-REINVESTED> 2,359
<NET-CHANGE-IN-ASSETS> 150,459,475
<ACCUMULATED-NII-PRIOR> 7,817
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 504,014
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 643,447
<AVERAGE-NET-ASSETS> 63,470,872
<PER-SHARE-NAV-BEGIN> 9.78
<PER-SHARE-NII> .17
<PER-SHARE-GAIN-APPREC> 3.55
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.47
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 13
<NAME> SUNAMERICA SERIES TRUST WORLDWIDE HIGH INCOME

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 21,764,497
<INVESTMENTS-AT-VALUE> 22,153,687
<RECEIVABLES> 756,056
<ASSETS-OTHER> 2,116
<OTHER-ITEMS-ASSETS> 60,425
<TOTAL-ASSETS> 22,972,293
<PAYABLE-FOR-SECURITIES> 1,420,812
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,401
<TOTAL-LIABILITIES> 1,457,213
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19,619,819
<SHARES-COMMON-STOCK> 1,884,528
<SHARES-COMMON-PRIOR> 1,053,306
<ACCUMULATED-NII-CURRENT> 1,431,913
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 74,158
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 389,190
<NET-ASSETS> 21,515,080
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,691,603
<OTHER-INCOME> 0
<EXPENSES-NET> (187,490)
<NET-INVESTMENT-INCOME> 1,504,113
<REALIZED-GAINS-CURRENT> 75,600
<APPREC-INCREASE-CURRENT> 484,883
<NET-CHANGE-FROM-OPS> 2,065,596
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (114,929)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,299,782
<NUMBER-OF-SHARES-REDEEMED> (480,433)
<SHARES-REINVESTED> 11,873
<NET-CHANGE-IN-ASSETS> 11,037,561
<ACCUMULATED-NII-PRIOR> 42,729
<ACCUMULATED-GAINS-PRIOR> (2,442)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 143,765
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 188,139
<AVERAGE-NET-ASSETS> 14,376,494
<PER-SHARE-NAV-BEGIN> 9.95
<PER-SHARE-NII> 1.10
<PER-SHARE-GAIN-APPREC> 0.47
<PER-SHARE-DIVIDEND> (.10)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.42
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000892538
<NAME> SUNAMERICA SERIES TRUST
<SERIES>
<NUMBER> 14
<NAME> SUNAMERICA SERIES TRUST INTERNATIONAL DIVERSIFIED EQUITIES

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 46,429,405
<INVESTMENTS-AT-VALUE> 47,246,629
<RECEIVABLES> 436,400
<ASSETS-OTHER> 1,999,056
<OTHER-ITEMS-ASSETS> 40,168
<TOTAL-ASSETS> 49,722,253
<PAYABLE-FOR-SECURITIES> 424,485
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 337,109
<TOTAL-LIABILITIES> 761,594
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 47,266,486
<SHARES-COMMON-STOCK> 4,824,929
<SHARES-COMMON-PRIOR> 1,271,652
<ACCUMULATED-NII-CURRENT> (346,916)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (586,233)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,627,322
<NET-ASSETS> 48,960,659
<DIVIDEND-INCOME> 561,748
<INTEREST-INCOME> 135,681
<OTHER-INCOME> 0
<EXPENSES-NET> 482,640
<NET-INVESTMENT-INCOME> 214,789
<REALIZED-GAINS-CURRENT> (1,092,270)
<APPREC-INCREASE-CURRENT> 2,931,026
<NET-CHANGE-FROM-OPS> 2,053,545
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (121,869)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,011,154
<NUMBER-OF-SHARES-REDEEMED> (2,470,598)
<SHARES-REINVESTED> 12,721
<NET-CHANGE-IN-ASSETS> 36,523,069
<ACCUMULATED-NII-PRIOR> 66,201
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 283,908
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 594,670
<AVERAGE-NET-ASSETS> 28,390,752
<PER-SHARE-NAV-BEGIN> 9.78
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 0.38
<PER-SHARE-DIVIDEND> (0.08)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.15
<EXPENSE-RATIO> 1.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>