EQUI SELECT SERIES TRUST, 497, 1998-05-21

EQUI SELECT SERIES TRUST
497, 1998-05-21

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File Nos. 33-79166, 811-8522
Filed under Rule 497 (c)

EQUI-SELECT SERIES TRUST
909 LOCUST STREET
DES MOINES, IOWA 50309

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

Equi-Select Series Trust (the "Trust") is an open-end, series management
investment company which currently offers shares of beneficial interest of
nine series (the "Portfolios"), each of which has a different investment
objective and represents the entire interest in a separate portfolio of
investments. The nine Portfolios are: Advantage Portfolio, Growth & Income
Portfolio, International Fixed Income Portfolio, Money Market Portfolio,
Mortgage-Backed Securities Portfolio, OTC Portfolio, Research Portfolio, Total
Return Portfolio and Value + Growth Portfolio. These Portfolios are currently
available to the public only through certain variable annuity contracts and
variable life insurance policies ("Variable Contracts") issued by Equitable
Life Insurance Company of Iowa and/or its affiliated life insurance companies
(collectively, the "Life Companies").

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Please read it carefully
and retain it for future reference. A Statement of Additional Information
("SAI") dated May 1, 1998, as amended, is available without charge upon
request and may be obtained by calling Equitable Life Insurance Company of
Iowa at (800) 344-6864 or by writing to Equitable Life Insurance Company of
Iowa, P.O. Box 9271, Des Moines, Iowa 50306-9271. Some of the discussions
contained in this Prospectus refer to the more detailed descriptions contained
in the SAI, which is incorporated by reference into this Prospectus and has
been filed with the Securities and Exchange Commission. The Securities and
Exchange Commission maintains a Web site (http:\\www.sec.gov) that contains
the SAI, material incorporated by reference, and other information regarding
the Trust.

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

PURCHASERS SHOULD BE AWARE THAT AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO
ASSURANCE THAT THE MONEY MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE
NET ASSET VALUE OF $1.00 PER SHARE.

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

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.

Prospectus Dated May 1, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY.................................................................... 1
The Trust................................................................ 1
Investment Adviser and Sub-Advisers...................................... 1
The Portfolios........................................................... 1
Investment Risks......................................................... 3
Sales and Redemptions.................................................... 3
FINANCIAL HIGHLIGHTS....................................................... 4
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS....................... 14
Portfolios Seeking Current Income........................................ 14
Advantage Portfolio.................................................... 14
Money Market Portfolio................................................. 22
Mortgage-Backed Securities Portfolio................................... 25
Portfolios Seeking Capital Growth........................................ 27
OTC Portfolio.......................................................... 27
Research Portfolio..................................................... 30
Value + Growth Portfolio............................................... 31
Portfolios Seeking Total Return.......................................... 33
International Fixed Income Portfolio................................... 33
Total Return Portfolio................................................. 35
Growth & Income Portfolio.............................................. 37
MANAGEMENT OF THE TRUST.................................................... 39
Investment Adviser....................................................... 39
Expenses of the Trust.................................................... 40
Sub-Advisers............................................................. 40
SALES AND REDEMPTIONS...................................................... 43
NET ASSET VALUE............................................................ 43
PERFORMANCE INFORMATION.................................................... 44
TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS................................... 45
YEAR 2000.................................................................. 46
ADDITIONAL INFORMATION..................................................... 46
APPENDIX................................................................... A-1
</TABLE>

i
<PAGE>

SUMMARY

THE TRUST

The Trust is an open-end management investment company established as a
Massachusetts business trust under a Declaration of Trust dated May 11, 1994.
Each Portfolio issues a separate class of shares. The Declaration of Trust
permits the Trustees to issue an unlimited number of full or fractional shares
of each class of stock.

Each Portfolio has distinct investment objectives and policies. (See
"Investment Objectives and Policies of the Portfolios.") Additional Portfolios
may be added to the Trust in the future. This Prospectus will be supplemented
to reflect the addition of new Portfolios.

INVESTMENT ADVISER AND SUB-ADVISERS

Subject to the authority of the Board of Trustees of the Trust, Directed
Services, Inc. (the "Adviser") serves as the Trust's investment adviser and
has responsibility for the overall management of the investment strategies and
policies of the Portfolios. The Adviser has engaged Sub-Advisers for certain
of the Portfolios to make investment decisions and place orders. The Sub-
Advisers for these Portfolios are:

<TABLE>
<CAPTION>
SUB-ADVISER NAME OF PORTFOLIO
----------- -----------------
<S> <C>
Baring International Investment Limited International Fixed Income
Massachusetts Financial Services Company OTC
Research
Total Return
Robertson, Stephens & Company Investment
Management, L.P. Growth & Income
Value + Growth
</TABLE>

For additional information concerning the Adviser and the Sub-Advisers,
including a description of advisory and sub-advisory fees, see "Management of
the Trust."

THE PORTFOLIOS

ADVANTAGE PORTFOLIO. The Advantage Portfolio seeks current income with a
very low degree of share-price fluctuation. The Portfolio invests primarily in
ultra short-term, investment-grade debt obligations, and its average effective
maturity will normally be one year or less.

GROWTH & INCOME PORTFOLIO. The Growth & Income Portfolio seeks long-term
total return by investing in equity securities and debt securities, focusing
on small- and mid-cap companies that offer the potential for capital
appreciation, current income, or both.

INTERNATIONAL FIXED INCOME PORTFOLIO. The International Fixed Income
Portfolio seeks to provide high total return. Under normal conditions, at
least 65% of the Portfolio's total assets will be invested in fixed income
securities of global issuers located in at least three different countries,
including the United States. Under normal conditions, the Portfolio's Sub-
Adviser expects that the Portfolio generally will be invested in at least six
different countries, including the United States, although the Portfolio may
at times as a temporary defensive measure invest all of its assets in a single
country.

MONEY MARKET PORTFOLIO. The Money Market Portfolio seeks to achieve maximum
current income, consistent with the preservation of capital and the
maintenance of liquidity. The Portfolio will seek to achieve this objective by
investing exclusively in certain U.S. dollar-denominated money market
instruments maturing in 397 days or less.

MORTGAGE-BACKED SECURITIES PORTFOLIO. The Mortgage-Backed Securities
Portfolio seeks to obtain a high current return, consistent with safety of
principal, by investing, under normal conditions, at least 65% of the

1
<PAGE>

Portfolio's total assets in mortgage-backed securities including those
representing an undivided ownership interest in a pool of mortgages, e.g.,
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC")
Certificates.

OTC PORTFOLIO. The primary investment objective of the OTC Portfolio is to
seek to obtain long-term growth of capital. The Portfolio seeks to achieve
this objective by investing at least 65% of its total assets, under normal
circumstances, in securities principally traded on the over-the-counter (OTC)
securities market. The Portfolio is intended for investors who understand and
are willing to accept the risks entailed in seeking long-term growth of
capital. The Portfolio may invest 20% or more of its net assets in foreign
securities (not including American Depositary Receipts ("ADRs"); however,
under normal market conditions, the Portfolio expects to invest less than 35%
of its net assets in foreign securities. The Portfolio may invest up to 10% of
its net assets in emerging markets or countries with limited or developing
capital markets. (See "Appendix--Foreign Investments" and the SAI for a
discussion of the risks involved in foreign investing.) The Portfolio may
invest a portion of its assets in lower-grade corporate debt securities
commonly known as "junk bonds." Investors should be aware that such
investments involve a significant degree of risk. (See "Appendix--Lower-Rated
Securities" and the SAI for a discussion of the risks involved in investing in
lower-rated securities.)

RESEARCH PORTFOLIO. The Research Portfolio seeks to provide long-term growth
of capital and future income by investing a substantial portion of its assets
in common stocks or securities convertible into common stocks of companies
believed to possess better than average prospects for long-term growth. A
smaller proportion of the assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose principal characteristic
is income production rather than growth. The Portfolio may invest up to 20%
(and generally expects to invest between 0% and 20%) of its net assets in
foreign securities (not including ADRs). (See "Appendix--Foreign Investments"
and the SAI for a discussion of the risks involved in foreign investing.) The
Portfolio may invest up to 10% of its net assets in lower-grade corporate debt
securities commonly known as "junk bonds." Investors should be aware that such
investments involve a significant degree of risk. (See "Appendix--Lower-Rated
Securities" and the SAI for a discussion of the risks involved in investing in
lower-rated securities.)

TOTAL RETURN PORTFOLIO. The Total Return Portfolio primarily seeks to obtain
above-average income (compared to a portfolio entirely invested in equity
securities) consistent with the prudent employment of capital. The Portfolio's
secondary objective is to take advantage of opportunities for growth of
capital and income. Under normal market conditions, at least 25% of the
Portfolio's assets will be invested in fixed income securities and at least
40% and no more than 75% of the Portfolio's assets will be invested in equity
securities, which include: common and preferred stocks; securities such as
bonds, warrants or rights that are convertible into stock; and depositary
receipts for those securities. The Portfolio may invest up to 20% (and
generally expects to invest between 5% and 20%) of its net assets in foreign
securities (not including ADRs). (See "Appendix--Foreign Investments" and the
SAI for a discussion of the risks involved in foreign investing.) The
Portfolio may invest a portion of its assets in lower-grade corporate debt
securities commonly known as "junk bonds." Investors should be aware that such
investments involve a significant degree of risk. (See "Appendix--Lower-Rated
Securities" and the SAI for a discussion of the risks involved in investing in
lower-rated securities.)

VALUE + GROWTH PORTFOLIO. The Value + Growth Portfolio seeks capital
appreciation by investing primarily in growth companies with favorable
relationships between price/earnings ratios and growth rates, in sectors
offering the potential for above-average returns.

The investment objectives of a Portfolio and policies and restrictions
specifically cited as fundamental may not be changed without the approval of a
majority of the outstanding shares of that Portfolio. Other investment
policies and practices described in this Prospectus and the SAI are not
fundamental, and the Board of Trustees may change them without shareholder
approval. A complete list of investment restrictions, including those
restrictions which cannot be changed without shareholder approval, is
contained in the SAI. There is no assurance that a Portfolio will meet its
stated objective.

2
<PAGE>

INVESTMENT RISKS

The value of a Portfolio's shares will fluctuate with the value of the
underlying securities in its portfolio, and in the case of debt securities,
with the general level of interest rates. When interest rates decline, the
value of an investment portfolio invested in fixed-income securities can be
expected to rise. Conversely, when interest rates rise, the value of an
investment portfolio invested in fixed-income securities can be expected to
decline. In the case of foreign currency denominated securities, these trends
may be offset or amplified by fluctuations in foreign currencies. Investments
by a Portfolio in foreign securities may be affected by adverse political,
diplomatic, and economic developments, changes in foreign currency exchange
rates, taxes or other assessments imposed on distributions with respect to
those investments, and other factors affecting foreign investments generally.
High-yielding fixed-income securities, which are commonly known as "junk
bonds", are subject to greater market fluctuations and risk of loss of income
and principal than investments in lower yielding fixed-income securities.
Certain of the Portfolios intend to employ, from time to time, certain
investment techniques which are designed to enhance income or total return or
hedge against market or currency risks but which themselves involve additional
risks. These techniques include options on securities, futures, options on
futures, options on indexes, options on foreign currencies, foreign currency
exchange transactions, lending of securities and when-issued securities and
delayed-delivery transactions. The Portfolios may have higher-than-average
portfolio turnover which may result in higher-than-average brokerage
commissions and transaction costs.

The investment strategies and portfolio investments of the Growth & Income
Portfolio and Value + Growth Portfolio will differ from those of most other
mutual funds. Robertson, Stephens & Company Investment Management, L.P., the
Sub-Adviser to each of these two Portfolios, seeks aggressively to identify
favorable securities, economic and market sectors, and investment
opportunities that other investors and investment advisers may not have
identified. When Robertson, Stephens & Company Investment Management, L.P.
identifies such an investment opportunity, it may devote more of a Portfolio's
assets to pursuing that opportunity, or at different times, than many other
mutual funds, and may select investments for a Portfolio that would be
inappropriate for less aggressive mutual funds.

SALES AND REDEMPTIONS

The Trust sells shares only to the separate accounts of the Life Companies
as a funding vehicle for the Variable Contracts offered by the Life Companies.
No fee is charged upon the sale or redemption of the Trust's shares. Expenses
of the Trust are passed through to the separate accounts of the Life
Companies, and therefore, are ultimately borne by Variable Contract owners. In
addition, other fees and expenses are assessed by the Life Companies at the
separate account level. (See the Prospectus for the Variable Contract for a
description of all fees and charges relating to the Variable Contract.)

3
<PAGE>

FINANCIAL HIGHLIGHTS
EQUI-SELECT SERIES TRUST

The following tables which have been audited by Ernst & Young LLP,
independent auditors, include selected data, derived from the Financial
Statements, for a share outstanding throughout the period shown for each of
the Portfolios at December 31, 1997. The tables should be read in conjunction
with the Financial Statements and notes thereto included in the Trust's Annual
Report to Contractholders which is incorporated by reference in the Statement
of Additional Information. The Financial Statements of the Trust at December
31, 1997, are incorporated herein by reference in reliance upon the report of
Ernst & Young LLP such report given upon the authority of such firm as experts
in accounting and auditing.

Further information about the performance of the Trust is contained in the
Trust's December 31, 1997 Annual Report which may be obtained without charge
by calling Equitable Life Insurance Company of Iowa at (800) 344-6864.

4
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
MONEY MARKET PORTFOLIO**
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period.................. $1.00 $1.00 $1.00 $1.00
----------- ----------- ---------- --------
INCOME FROM INVESTMENT OPER-
ATIONS:
Net investment income(1).... 0.05 0.05 0.05 0.01
Net realized and unrealized
gain on investments........ -- -- -- --
----------- ----------- ---------- --------
Total from investment opera-
tions...................... 0.05 0.05 0.05 0.01
----------- ----------- ---------- --------
LESS DISTRIBUTIONS:
Distributions from net in-
vestment income............ (0.05) (0.05) (0.05) (0.01)
Net capital gains distribu-
tions...................... -- -- -- --
----------- ----------- ---------- --------
Total distributions......... (0.05) (0.05) (0.05) (0.01)
----------- ----------- ---------- --------
Net asset value, end of pe-
riod....................... $1.00 $1.00 $1.00 $1.00
=========== =========== ========== ========
Total Return(2)............. 5.02% 4.84% 5.19% 1.06%
=========== =========== ========== ========
RATIOS AND SUPPLEMENTAL DA-
TA:
Net assets, end of period... $35,594,367 $19,152,332 $5,742,264 $446,684
Ratio of operating expenses
(with reimbursement) to
average net assets(1)(3)... 0.68% 0.68% 0.72% 0.75%
Ratio of operating expenses
(without reimbursement) to
average net assets(1)(3)... 0.71% 1.11% 2.59% 23.22%
Ratio of net investment in-
come to average net as-
sets(3).................... 5.06% 4.76% 5.11% 4.66%
Net investment income (loss)
(without reimburse-
ment)(1)(3)................ $0.05 $0.04 $0.04 $(0.03)
</TABLE>
- -------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.
** BEA Associates became the sub-advisor to the Portfolio in April, 1995. EISI
took over management of the Portfolio in June, 1995.

<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
MORTGAGE BACKED SECURITIES PORTFOLIO**
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period.................. $10.59 $10.84 $9.90 $10.00
----------- ----------- ---------- ----------
INCOME (LOSS) FROM INVEST-
MENT OPERATIONS:
Net investment income(1).... 0.51 0.58 0.52 0.15
Net realized and unrealized
gain (loss) on
investments................ 0.26 (0.22) 1.05 (0.10)
----------- ----------- ---------- ----------
Total from investment opera-
tions...................... 0.77 0.36 1.57 0.05
----------- ----------- ---------- ----------
LESS DISTRIBUTIONS:
Distributions from net in-
vestment income............ (0.51) (0.58) (0.52) (0.15)
Net capital gains distribu-
tions...................... -- (0.03) (0.11) --
----------- ----------- ---------- ----------
Total distributions......... (0.51) (0.61) (0.63) (0.15)
----------- ----------- ---------- ----------
Net asset value, end of pe-
riod....................... $10.85 $10.59 $10.84 $9.90
=========== =========== ========== ==========
Total Return(2)............. 7.25% 3.39% 15.92% 0.50%
=========== =========== ========== ==========
RATIOS AND SUPPLEMENTAL DA-
TA:
Net assets, end of period... $17,567,477 $11,137,688 $8,655,378 $4,976,609
Ratio of operating expenses
(with reimbursement) to
average net assets(1)(3)... 1.25% 1.25% 0.90% 0.75%
Ratio of operating expenses
(without reimbursement) to
average net assets(1)(3)... 1.49% 1.67% 1.99% 2.43%
Ratio of net investment
income to average net
assets(3).................. 5.66% 5.69% 6.26% 6.33%
Net investment income
(without
reimbursement)(1)(3)....... $0.49 $0.54 $0.43 $0.11
Portfolio turnover rate(4).. 27% 19% 34% 52%
</TABLE>
- -------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.
** BEA Associates became the sub-advisor to the Portfolio in April, 1995. EISI
took over management of the Portfolio in June, 1995.

6
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
INTERNATIONAL FIXED INCOME PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period.................. $10.88 $11.09 $10.02 $10.00
----------- ----------- ---------- ----------
INCOME (LOSS) FROM INVEST-
MENT OPERATIONS:
Net investment income(1).... 0.43 0.53 0.41 0.15
Net realized and unrealized
gain (loss) on
investments................ (0.35) 0.02 1.24 (0.05)
----------- ----------- ---------- ----------
Total from investment opera-
tions...................... 0.08 0.55 1.65 0.10
----------- ----------- ---------- ----------
LESS DISTRIBUTIONS:
Distributions from net in-
vestment income............ (0.47) (0.58) (0.47) (0.08)
Net capital gains distribu-
tions...................... (0.02) (0.18) (0.11) --
Distributions in excess of
net capital gains.......... (0.06) -- -- --
----------- ----------- ---------- ----------
Total distributions......... (0.55) (0.76) (0.58) (0.08)
----------- ----------- ---------- ----------
Net asset value, end of pe-
riod....................... $10.41 $10.88 $11.09 $10.02
=========== =========== ========== ==========
Total Return(2)............. 0.64% 5.05% 15.81% 1.01%
=========== =========== ========== ==========
RATIOS AND SUPPLEMENTAL DA-
TA:
Net assets, end of period... $12,133,028 $10,746,781 $8,556,253 $5,062,830
Ratio of operating expenses
(with reimbursement) to
average net assets(1)(3)... 1.60% 1.60% 1.00% 0.75%
Ratio of operating expenses
(without reimbursement) to
average net assets(1)(3)... 1.83% 1.94% 2.13% 2.53%
Ratio of net investment
income to average net
assets(3).................. 4.22% 4.73% 5.94% 5.93%
Net investment income
(without
reimbursement)(1)(3)....... $0.41 $0.49 $0.31 $0.10
Portfolio turnover rate(4).. 69% 113% 89% 6%
</TABLE>
- -------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.

7
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
OTC PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period................. $13.82 $12.08 $10.36 $10.00
------------ ----------- ---------- ----------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment (loss)(1)... (0.05) (0.03) (0.02) --
Net realized and unrealized
gain on investments....... 2.76 2.52 3.07 0.36
------------ ----------- ---------- ----------
Total from investment
operations................ 2.71 2.49 3.05 0.36
------------ ----------- ---------- ----------
LESS DISTRIBUTIONS:
Distributions from net
investment income......... -- -- -- --
Net capital gains
distributions............. (0.71) (0.75) (1.33) --
------------ ----------- ---------- ----------
Total distributions........ (0.71) (0.75) (1.33) --
------------ ----------- ---------- ----------
Net asset value, end of
period.................... $15.82 $13.82 $12.08 $10.36
============ =========== ========== ==========
Total Return(2)............ 19.67% 20.68% 29.23% 3.59%
============ =========== ========== ==========
RATIOS AND SUPPLEMENTAL
DATA:
Net assets, end of period.. $110,280,165 $43,321,580 $9,054,622 $1,695,685
Ratio of operating expenses
(with reimbursement) to
average net assets(1)(3).. 0.99% 1.35% 1.07% 0.75%
Ratio of operating expenses
(without reimbursement) to
average net assets(1)(3).. 0.99% 1.35% 2.52% 7.10%
Ratio of net investment
income (loss) to average
net assets(3)............. (0.44)% (0.63)% (0.22)% 0.16%
Net investment (loss)
(without
reimbursement)(1)(3)...... $(0.05) $(0.03) $(0.10) $(0.12)
Portfolio turnover
rate(4)................... 141% 122% 111% 6%
Average commission rate
paid(5)................... $0.0496 $0.0402 -- --
</TABLE>
- -------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.

8
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
RESEARCH PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period................ $15.43 $12.88 $9.59 $10.00
------------ ----------- ----------- ----------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income(1).. 0.03 -- 0.03 0.09
Net realized and
unrealized gain (loss) on
investments.............. 3.08 3.00 3.48 (0.41)
------------ ----------- ----------- ----------
Total from investment
operations............... 3.11 3.00 3.51 (0.32)
------------ ----------- ----------- ----------
LESS DISTRIBUTIONS:
Distributions from net
investment income........ (0.03) 0.00# (0.03) (0.09)
Net capital gains
distributions............ (0.57) (0.45) (0.19) --
------------ ----------- ----------- ----------
Total distributions....... (0.60) (0.45) (0.22) (0.09)
------------ ----------- ----------- ----------
Net asset value, end of
period................... $17.94 $15.43 $12.88 $9.59
============ =========== =========== ==========
Total Return(2)........... 20.12% 23.37% 36.58% (3.22)%
============ =========== =========== ==========
RATIOS AND SUPPLEMENTAL
DATA:
Net assets, end of
period................... $240,114,529 $75,178,842 $16,185,802 $1,626,521
Ratio of operating
expenses (with
reimbursement) to average
net assets(1)(3)......... 0.96% 1.31% 1.12% 0.75%
Ratio of operating
expenses (without
reimbursement) to average
net assets(1)(3)......... 0.96% 1.31% 2.48% 7.48%
Ratio of net investment
income to average net
assets(3)................ 0.26% 0.05% 0.58% 4.65%
Net investment income
(loss) (without
reimbursement)(1)(3)..... $0.03 -- $(0.04) $(0.04)
Portfolio turnover
rate(4).................. 80% 68% 83% 85%
Average commission rate
paid(5).................. $0.0476 $0.0281 -- --
</TABLE>
- -------
(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.
# Amount is less than $0.003 per share.

9
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
TOTAL RETURN PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.

10
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
ADVANTAGE PORTFOLIO**
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period.................. $10.41 $10.18 $9.98 $10.00
----------- ----------- ---------- ----------
INCOME (LOSS) FROM INVEST-
MENT OPERATIONS:
Net investment income(1).... 0.61 0.40 0.71 0.12
Net realized and unrealized
gain (loss) on
investments................ (0.01) 0.22 0.20 (0.02)
----------- ----------- ---------- ----------
Total from investment opera-
tions...................... 0.60 0.62 0.91 0.10
----------- ----------- ---------- ----------
LESS DISTRIBUTIONS:
Distributions from net in-
vestment income............ (0.48) (0.38) (0.71) (0.12)
Net capital gains distribu-
tions...................... -- (0.01) -- --
----------- ----------- ---------- ----------
Total distributions......... (0.48) (0.39) (0.71) (0.12)
----------- ----------- ---------- ----------
Net asset value, end of pe-
riod....................... $10.53 $10.41 $10.18 $9.98
=========== =========== ========== ==========
Total Return(2)............. 5.71% 6.06% 9.18% 0.99%
=========== =========== ========== ==========
RATIOS AND SUPPLEMENTAL DA-
TA:
Net assets, end of period... $17,857,810 $14,488,590 $5,990,065 $3,449,166
Ratio of operating expenses
(with reimbursement) to
average net assets(1)(3)... 0.80% 0.80% 0.77% 0.75%
Ratio of operating expenses
(without reimbursement) to
average net assets(1)(3)... 1.11% 1.55% 2.13% 3.06%
Ratio of net investment
income to average net
assets(3).................. 5.79% 5.86% 8.56% 5.32%
Net investment income
(without
reimbursement)(1)(3)....... $0.58 $0.35 $0.60 $0.07
Portfolio turnover rate(4).. 116% 85% 166% 94%
</TABLE>
- -------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.
** Strong Capital Management, Inc. became the sub-advisor to the Portfolio in
October, 1994. EISI took over management of the Portfolio on April 1, 1996.

11
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
VALUE + GROWTH PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Period Ended
12/31/97 12/31/96*
----------- ------------
<S> <C> <C>
Net asset value, beginning of period................ $11.43 $10.00
----------- -----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment (loss)(1)............................ (0.04) (0.04)
Net realized and unrealized gain on investments..... 1.83 1.59
----------- -----------
Total from investment operations.................... 1.79 1.55
----------- -----------
LESS DISTRIBUTIONS:
Distributions from net investment income............ -- --
Net capital gains distributions..................... -- (0.12)
----------- -----------
Total distributions................................. -- (0.12)
----------- -----------
Net asset value, end of period...................... $13.22 $11.43
=========== ===========
Total Return(2)..................................... 15.69% 15.49%
=========== ===========
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period........................... $80,056,236 $19,721,864
Ratio of operating expenses (with reimbursement) to
average net assets(1)(3)........................... 1.20% 1.70%
Ratio of operating expenses (without reimbursement)
to average net assets(1)(3)........................ 1.20% 1.90%
Ratio of net investment (loss) to average net as-
sets(3)............................................ (0.50)% (0.90)%
Net investment (loss) (without reimburse-
ment)(1)(3)........................................ $(0.04) $(0.05)
Portfolio turnover rate(4).......................... 224% 143%
Average commission rate paid(5)..................... $0.0570 $0.0523
</TABLE>
- --------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period April 1, 1996 (commencement of investment operations)
through December 31, 1996.

12
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
GROWTH & INCOME PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Period Ended
12/31/97 12/31/96*
------------ ------------
<S> <C> <C>
Net asset value, beginning of period............... $12.59 $10.00
------------ -----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(1)........................... 0.13 0.02
Net realized and unrealized gain on investments.... 3.02 2.61
------------ -----------
Total from investment operations................... 3.15 2.63
------------ -----------
LESS DISTRIBUTIONS:
Distributions from net investment income........... (0.11) (0.02)
Net capital gains distributions.................... (1.16) (0.02)
------------ -----------
Total distributions................................ (1.27) (0.04)
------------ -----------
Net asset value, end of period..................... $14.47 $12.59
============ ===========
Total Return(2).................................... 25.15% 26.19%
============ ===========
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period.......................... $133,861,119 $42,400,808
Ratio of operating expenses (with reimbursement) to
average net assets(1)(3).......................... 1.12% 1.64%
Ratio of operating expenses (without reimbursement)
to average net assets(1)(3)....................... 1.12% 1.64%
Ratio of net investment income to average net as-
sets(3)........................................... 1.23% 0.38%
Net investment income (without reimburse-
ment)(1)(3)....................................... $0.13 $0.02
Portfolio turnover rate(4)......................... 227% 115%
Average commission rate paid(5).................... $0.0577 $0.0551
</TABLE>
- --------

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period April 1, 1996 (commencement of investment operations)
through December 31, 1996.

13
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS

Each Portfolio of the Trust has a different investment objective or
objectives which it pursues through separate investment policies as described
below. The differences in objectives and policies among the Portfolios can be
expected to affect the return of each Portfolio and the degree of market and
financial risk to which each Portfolio is subject. An investment in a single
Portfolio should not be considered a complete investment program. The
investment objective(s) and policies of each Portfolio, unless otherwise
specifically stated, are non-fundamental and may be changed by the Trustees of
the Trust without a vote of the shareholders. Such changes may result in a
Portfolio having an investment objective(s) which differs from that which an
investor may have considered at the time of investment. There is no assurance
that any Portfolio will achieve its objective(s). United States Treasury
Regulations applicable to portfolios that serve as the funding vehicles for
variable annuity and variable life insurance contracts generally require that
such portfolios invest no more than 55% of the value of their assets in one
investment, 70% in two investments, 80% in three investments, and 90% in four
investments. The Portfolios intend to comply with the requirements of these
Regulations.

In order to comply with regulations which may be issued by the U.S.
Treasury, the Trust may be required to limit the availability or change the
investment policies of one or more Portfolios or to take steps to liquidate
one or more Portfolios. The Trust will not change any fundamental investment
policy of a Portfolio without a vote of shareholders of that Portfolio.

Except as otherwise noted herein, if the securities rating of a debt
security held by a Portfolio declines below the minimum rating for securities
in which the Portfolio may invest, the Portfolio will not be required to
dispose of the security, but the Portfolio's Adviser or Sub-Adviser will
consider whether continued investment in the security is consistent with the
Portfolio's investment objective.

In implementing its investment objectives and policies, each Portfolio uses
a variety of instruments, strategies and techniques which are described in
more detail in the Appendix and the SAI. With respect to each Portfolio's
investment policies, use of the term "primarily" means that under normal
circumstances, at least 65% of such Portfolio's assets will be invested as
indicated. A description of the ratings systems used by the following
nationally recognized statistical rating organizations ("NRSROs") is also
contained in the SAI: Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Corporation ("S&P"), Duff & Phelps, Inc. ("Duff"), Fitch Investors
Service, Inc. ("Fitch"), Thomson Bankwatch, Inc., IBCA Limited and IBCA Inc.
New instruments, strategies and techniques, however, are evolving continually
and the Trust reserves authority to invest in or implement them to the extent
consistent with its investment objectives and policies. If new instruments,
strategies or techniques would involve a material change to the information
contained herein, they will not be purchased or implemented until this
Prospectus is appropriately supplemented.

PORTFOLIOS SEEKING CURRENT INCOME

ADVANTAGE PORTFOLIO

The Advantage Portfolio seeks current income with a very low degree of
share-price fluctuation.

The Portfolio invests primarily in ultra short-term investment grade debt
obligations. The Portfolio is designed for investors who seek higher yields
than money market funds generally offer and who are willing to accept some
modest principal fluctuation in order to achieve that objective. Because its
share price will vary, the Portfolio is not an appropriate investment for
those whose primary objective is absolute principal stability.

The Portfolio's investments include a combination of high-quality money
market instruments, as well as securities with longer maturities and debt
obligations of lower quality. Under normal market conditions, it is
anticipated that the Portfolio will maintain an average effective portfolio
maturity of one year or less.

Under normal market conditions, at least 75% of the Portfolio's total assets
will be invested in investment-grade debt obligations which generally include
a range of obligations from those in the highest rating category to those
rated medium-quality (e.g., BBB- or higher by Standard & Poor's Ratings
Services or "S&P") by at

14
<PAGE>

least one of the NRSROs. The Portfolio may also invest up to 25% of its total
assets in non-investment-grade debt obligations that are rated in the fifth-
highest rating category (e.g., BB by S&P) by at least one of the NRSROs or
unrated securities of comparable quality. In general, non-investment-grade
securities are regarded as predominantly speculative with respect to the
capacity of the issuer to pay interest and repay principal. However, because
these securities compose the tier immediately below investment-grade, they are
considered the least speculative non-investment-grade securities. (See
"Investment Policies and Risks--Advantage Portfolio" and "Fundamentals of
Fixed-Income Investing--Advantage Portfolio--Credit Quality.")

FUNDAMENTALS OF FIXED INCOME INVESTING--ADVANTAGE PORTFOLIO

The return and risk potential of the Advantage Portfolio depends in part on
the maturity and credit-quality characteristics of the underlying investments
in its portfolio. In general, longer-maturity fixed income securities carry
higher yields and greater price volatility than shorter-term fixed income
securities. Similarly, fixed income securities issued by less creditworthy
entities tend to carry higher yields than those with higher credit ratings.
(See "Investment Policies and Risks--Advantage Portfolio" for a more detailed
discussion of the principles and risks associated with fixed-income
securities.)

Issuers of debt obligations have a contractual obligation to pay interest at
a specified rate ("coupon rate") on specified dates and to repay principal
("face value" or "par value") on a specified maturity date. Certain debt
obligations (usually intermediate- and long-term obligations) have provisions
that allow the issuer to redeem or "call" the obligation before its maturity.
Issuers are most likely to call such debt obligations during periods of
falling interest rates. As a result, the Advantage Portfolio may be required
to invest the unanticipated proceeds of the called obligations at lower
interest rates, which may cause the Portfolio's income to decline.

Although the net asset value of the Advantage Portfolio is expected to
fluctuate, the Adviser actively manages the Portfolio and adjusts its average
portfolio maturity according to its interest rate outlook while seeking to
avoid or reduce, to the extent possible, any negative changes in net asset
value.

When the Adviser determines market conditions warrant a temporary defensive
position, the Advantage Portfolio may invest without limitation in cash and
short-term fixed income securities.

PRICE VOLATILITY. The market value of debt obligations is affected by
changes in prevailing interest rates. The market value of a debt obligation
generally reacts inversely to interest-rate changes, meaning, when prevailing
interest rates decline, an obligation's price usually rises, and when
prevailing interest rates rise, an obligation's price usually declines. A fund
portfolio consisting primarily of debt obligations will react similarly to
changes in interest rates.

MATURITY. In general, the longer the maturity of a debt obligation, the
higher its yield and the greater its sensitivity to changes in interest rates.
Conversely, the shorter the maturity, the lower the yield but the greater the
price stability. Commercial paper is generally considered the shortest form of
debt obligation. Notes, whose original maturities are two years or less, are
considered short-term obligations. The term "bond" generally refers to
securities with maturities longer than two years. Bonds with maturities of
three years or less are considered short-term, bonds with maturities between
three and seven years are considered intermediate-term, and bonds with
maturities greater than seven years are considered long-term.

Maturity may be calculated in several ways. In determining the Advantage
Portfolio's weighted average portfolio maturity, the Portfolio will consider a
security to have a maturity equal to its stated maturity (or redemption date
if it has been called for redemption), except that it may consider (i)
variable rate securities to have a maturity equal to the period remaining
until the next readjustment in the interest rate, unless subject to a demand
feature, (ii) variable rate securities subject to a demand feature to have a
remaining maturity equal to the longer of (a) the next readjustment in the
interest rate or (b) the period remaining until the principal can be recovered
through demand, and (iii) floating rate securities subject to a demand feature
to have a maturity equal to the period remaining until the principal can be
recovered through demand.

15
<PAGE>

The Advantage Portfolio's average portfolio maturity represents an average
based on the actual stated maturity dates of the debt securities in the
Portfolio's portfolio, except that (i) variable-rate securities are deemed to
mature at the next interest-rate adjustment date, (ii) debt securities with
put features are deemed to mature at the next put-exercise date, (iii) the
maturity of mortgage-backed securities is determined on an "expected life"
basis, and (iv) securities being hedged with futures contracts may be deemed
to have a longer maturity, in the case of purchases of futures contracts, and
a shorter maturity, in the case of sales of futures contracts, than they would
otherwise be deemed to have.

The Advantage Portfolio's average "effective portfolio maturity" will be
calculated in nearly the same manner as average portfolio maturity, which is
explained above. However, for the purpose of calculating average effective
portfolio maturity, a security that is subject to redemption at the option of
the issuer on a particular date (the "call date") which is prior to the
security's stated maturity may be deemed to mature on the call date rather
than on its stated maturity date. The call date of a security will be used to
calculate average effective portfolio maturity when the Adviser reasonably
anticipates, based upon information available to it, that the issuer will
exercise its right to redeem the security. The Adviser may base its conclusion
on such factors as the interest rate paid on the security compared to
prevailing market rates, the amount of cash available to the issuer of the
security, events affecting the issuer of the security, and other factors that
may compel or make it advantageous for the issuer to redeem a security prior
to its stated maturity.

CREDIT QUALITY. The values of the debt obligations may also be affected by
changes in the credit rating or financial condition of their issuers.
Generally, the lower the quality rating of an obligation, the higher the
degree of risk as to the payment of interest and return of principal. To
compensate investors for taking on such increased risk, those issuers deemed
to be less creditworthy generally must offer their investors higher interest
rates than do issuers with better credit ratings.

In conducting its credit research and analysis, the Adviser considers both
qualitative and quantitative factors to evaluate the creditworthiness of
individual issuers. The Adviser also relies, in part, on credit ratings
compiled by a number of NRSROs. See the SAI for a description of bond ratings.

INVESTMENT-GRADE DEBT OBLIGATIONS. Debt obligations rated in the highest-
through the medium-quality categories are commonly referred to as "investment-
grade" debt obligations and include the following:

. U.S. government securities (See "Types of Portfolio Securities--
Government Securities" below);

. commercial paper rated in one of the three highest rating categories
(e.g., A-3 or higher by S&P);

. short-term notes rated in one of the two highest rating categories (e.g.,
SP-2 or higher by S&P);

. short-term bank obligations in one of the three highest categories by any
NRSRO (e.g., A-3 or higher by S&P), with respect to obligations maturing
in one year or less;

. bonds or bank obligations rated in one of the four highest rating
categories (e.g., rated BBB- or higher by S&P);

. unrated debt obligations determined by the Adviser to be of comparable
quality; and

. repurchase agreements involving investment-grade debt obligations.

Investment-grade debt obligations are generally believed to have relatively
low degrees of credit risk. However, medium-quality debt obligations, while
considered investment-grade, may have some speculative characteristics, since
their issuers' capacity for repayment may be more vulnerable to adverse
economic conditions or changing circumstances than that of higher-rated
issuers.

All ratings are determined at the time of investment. Any subsequent rating
downgrade of a debt obligation will be monitored by the Adviser to consider
what action, if any, the Advantage Portfolio should take consistent with its
investment objective.

16
<PAGE>

HIGH-YIELD (HIGH-RISK) SECURITIES. High-yield (high-risk) securities, also
referred to as "junk bonds," are those securities that are rated lower than
investment-grade and unrated securities of comparable quality. Although these
securities generally offer higher yields than investment-grade securities with
similar maturities, lower-quality securities involve greater risks, including
the possibility of default or bankruptcy. In general, they are regarded to be
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal. Other potential risks associated with investing
in high-yield securities include:

. substantial market-price volatility resulting from changes in interest
rates, changes in or uncertainty about economic conditions, and changes
in the actual or perceived ability of the issuer to meet its obligations;

. greater sensitivity of highly leveraged issuers to adverse economic
changes and individual-issuer developments;

. subordination to the prior claims of other creditors;

. additional Congressional attempts to restrict the use or limit the tax
and other advantages of these securities; and

. adverse publicity and changing investor perceptions about these
securities.

As with any other asset in the Advantage Portfolio, any reduction in the
value of such securities as a result of the factors listed above would be
reflected in the net asset value of the Portfolio. In addition, by investing
in lower-quality securities the Advantage Portfolio may incur additional
expenses to the extent it is required to seek recovery upon a default in the
payment of principal and interest on its holdings. As a result of the
associated risks, successful investments in high-yield, high-risk securities
will be more dependent on the Adviser's credit analysis than generally would
be the case with investments in investment-grade securities.

The market for high-yield (high-risk) securities initially grew during a
period of economic expansion and has experienced mixed results thereafter. It
is uncertain how the high-yield market will perform during a prolonged period
of rising interest rates. A prolonged economic downturn or a prolonged period
of rising interest rates could adversely affect the market for these
securities, increase their volatility, and reduce their value and liquidity.
In addition, lower-quality securities tend to be less liquid than higher-
quality debt securities because the market for them is not as broad or active.
If market quotations are not available, these securities will be valued in
accordance with procedures established by the Trust's Board of Trustees.
Judgment may, therefore, play a greater role in valuing these securities. The
lack of a liquid secondary market may have an adverse effect on market price
and the Advantage Portfolio's ability to sell particular securities.

INVESTMENT POLICIES AND RISKS--ADVANTAGE PORTFOLIO

In addition to the investment policies described above (and subject to
certain restrictions described herein), the Advantage Portfolio may invest in
some or all of the following securities and may employ some or all of the
following investment techniques, some of which may present special risks as
described below. A more complete discussion of certain of these securities and
investment techniques and the associated risks is contained in the Appendix
and the SAI.

DEBT OBLIGATIONS

The Advantage Portfolio may invest in any debt obligations. The Advantage
Portfolio's authority to invest in certain types of debt obligations may be
restricted or subject to objective investment criteria, as described above.

TYPES OF OBLIGATIONS. Debt obligations include (i) corporate debt
securities, including bonds, debentures, and notes; (ii) bank obligations,
such as certificates of deposit, banker's acceptances, and time deposits of
domestic and foreign banks and their subsidiaries and branches, and domestic
savings and loan associations (in amounts in excess of the insurance coverage
(currently $100,000 per account) provided by the Federal Deposit Insurance
Corporation); (iii) commercial paper (including variable-amount master demand
notes); (iv) repurchase agreements; (v) loan interests; (vi) foreign debt
obligations issued by foreign issuers traded either in foreign

17
<PAGE>

markets or in domestic markets through depositary receipts; (vii) convertible
securities--debt obligations of corporations convertible into or exchangeable
for equity securities or debt obligations that carry with them the right to
acquire equity securities, as evidenced by warrants attached to such
securities, or acquired as part of units of the securities; (viii) preferred
stocks--securities that represent an ownership interest in a corporation and
that give the owner a prior claim over common stock on the company's earnings
or assets; (ix) U.S. government securities; (x) mortgage-backed securities,
collateralized mortgage obligations, and similar securities; and (xi)
municipal obligations.

GOVERNMENT SECURITIES. U.S. government securities are issued or guaranteed
by the U.S. government or its agencies or instrumentalities. Securities issued
by the government include U.S. Treasury obligations, such as Treasury bills,
notes, and bonds. Securities issued or guaranteed by government agencies or
instrumentalities include the following:

. the Federal Housing Administration, Farmers Home Administration, Export-
Import Bank of the United States, Small Business Administration, and the
Government National Mortgage Association, including GNMA pass-through
certificates, whose securities are supported by the full faith and credit
of the United States;

. the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right
of the agency to borrow from the U.S. Treasury;

. the Federal National Mortgage Association, whose securities are supported
by the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and

. the Student Loan Marketing Association, the Interamerican Development
Bank, and International Bank for Reconstruction and Development, whose
securities are supported only by the credit of such agencies.

Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.

MORTGAGE- AND ASSET-BACKED SECURITIES. Mortgage-backed securities represent
direct or indirect participation in, or are secured by and payable from,
mortgage loans secured by real property, and include single- and multi-class
pass-through securities and collateralized mortgage obligations. Such
securities may be issued or guaranteed by U.S. government agencies or
instrumentalities or by private issuers, generally originators in mortgage
loans, including savings associations, mortgage bankers, commercial banks,
investment bankers, and special purpose entities (collectively, "private
lenders"). Mortgage-backed securities issued by private lenders may be
supported by pools of mortgage loans or other mortgage-backed securities that
are guaranteed, directly or indirectly, by the U.S. government or one of its
agencies or instrumentalities, or they may be issued without any governmental
guarantee of the underlying mortgage assets but with some form of non-
governmental credit enhancement.

Asset-backed securities have structural characteristics similar to mortgage-
backed securities. However, the underlying assets are not first lien mortgage
loans or interests therein; rather they include assets such as motor vehicle
installment sales contracts, other installment loan contracts, home equity
loans, leases of various type of property and receivables from credit card or
other revolving credit arrangements. Payments or distributions of principal
and interest on asset-backed securities may be supported by non-governmental
credit enhancements similar to those utilized in connection with mortgage-
backed securities. (See "Appendix.")

The yield characteristics of mortgage- and asset-backed securities differ
from those of traditional debt obligations. Among the principal differences
are that interest and principal payments are made more frequently on mortgage-
and asset-backed securities, usually monthly, and that principal may be
prepaid at any time because the underlying mortgage loans or other assets
generally may be prepaid at any time. As a result, if the Advantage Portfolio
purchases these securities at a premium, a prepayment rate that is faster than
expected will reduce yield

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to maturity, while a prepayment rate that is slower than expected will have
the opposite effect of increasing the yield to maturity. Conversely, if the
Advantage Portfolio purchases these securities at a discount, a prepayment
rate that is faster than expected will increase yield to maturity, while a
prepayment rate that is slower than expected will reduce yield to maturity.
Accelerated prepayments on securities purchased by the Advantage Portfolio at
a premium also impose a risk of loss of principal because the premium may not
have been fully amortized at the time the principal is prepaid in full. The
market for privately issued mortgage- and asset-backed securities is smaller
and less liquid than the market for government sponsored mortgage-backed
securities.

LOAN INTERESTS. The Advantage Portfolio may invest a portion of its assets
in loan interests, which are interests in amounts owned by a corporate,
governmental or other borrower to lenders or lending syndicates. Loan
interests purchased by the Advantage Portfolio may have a maturity of any
number of days or years and may be secured or unsecured. Loan interests, which
may take the form of participation interests in, assignments of, or novations
of a loan, may be acquired from U.S. and foreign banks, insurance companies,
finance companies or other financial institutions that have made loans or are
members of a lending syndicate or from the holders of loan interests. Loan
interests involve the risk of loss in case of default or bankruptcy of the
borrower and, in the case of participation interests, involve a risk of
insolvency of the agent lending bank or other financial intermediary. Loan
interests are not rated by any NRSROs and are, at present, not readily
marketable and may be subject to contractual restrictions on resale.

FOREIGN SECURITIES AND CURRENCIES

The Advantage Portfolio may invest up to 25% of its total assets directly in
foreign securities. The Advantage Portfolio may also invest in foreign
securities through depositary receipts without regard to this limitation.
However, the Adviser currently intends to invest not more than 25% of the
Advantage Portfolio's total assets in foreign securities, including both
direct investments and investments made through depositary receipts.
Depositary receipts are generally issued by banks or trust companies and
evidence ownership of underlying foreign securities. (See "Appendix--Foreign
Investments" and the SAI for a discussion of the risks involved in foreign
investing.)

Foreign investments involve special risks, including:

. expropriation, confiscatory taxation, and withholding taxes on dividends
and interest;

. less extensive regulation of foreign brokers, securities markets, and
issuers;

. less publicly available information and different accounting standards;

. costs incurred in conversions between currencies, possible delays in
settlement in foreign securities markets, limitations on the use or
transfer of assets (including suspension of the ability to transfer
currency from a given country), and difficulty of enforcing obligations
in other countries; and

. diplomatic developments and political or social instability.

Foreign economies may differ favorably or unfavorably from the U.S. economy
in various respects, including growth of gross domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource self-
sufficiency, and balance of payments positions. Many foreign securities are
less liquid and their prices more volatile than comparable U.S. securities.
Although the Advantage Portfolio generally invests only in securities that are
regularly traded on recognized exchanges or in over-the-counter markets, from
time to time foreign securities may be difficult to liquidate rapidly without
adverse price effects. Certain costs attributable to foreign investing, such
as custody charges and brokerage costs, are higher than those attributable to
domestic investing. Because most foreign securities are denominated in non-
U.S. currencies, the investment performance of the Advantage Portfolio could
to a certain extent be significantly affected by changes in foreign currency
exchange rates. The value of the Advantage Portfolio's assets denominated in
foreign currencies will increase or decrease in response to fluctuations in
the value of those foreign currencies relative to the U.S. dollar. Currency
exchange rates can be volatile at times in response to supply and demand in
the currency exchange markets,

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international balances of payments, governmental intervention, speculation,
and other political and economic conditions.

The Advantage Portfolio may purchase and sell foreign currency on a spot
basis and may engage in forward currency contracts, currency options, and
futures transactions for hedging or any other lawful purpose. (See "Derivative
Instruments.")

REPURCHASE AGREEMENTS

The Advantage Portfolio may enter into repurchase agreements with certain
banks and non-bank dealers. (See "Appendix--Repurchase Agreements.") The
Advantage Portfolio will not invest more than 10% of its net assets in
repurchase agreements maturing in more than seven days. (See "Illiquid
Securities" below.)

DERIVATIVE INSTRUMENTS

The Advantage Portfolio may use derivative instruments for any lawful
purpose, including hedging, risk management, or enhancing returns, but not for
speculation. Derivative instruments are securities or agreements whose value
is derived from the value of some underlying asset, for example, securities,
reference indexes, or commodities. Options, futures, and options on futures
transactions are considered derivative transactions. Derivatives generally
have investment characteristics that are based upon either forward contracts
(under which one party is obligated to buy and the other party is obligated to
sell an underlying asset at a specific price on a specified date) or option
contracts (under which the holder of the option has the right but not the
obligation to buy or sell an underlying asset at a specified price on or
before a specified date). Consequently, the change in value of a forward-based
derivative generally is roughly proportional to the change in value of the
underlying asset. In contrast, the buyer of an option-based derivative
generally will benefit from favorable movements in the price of the underlying
asset but is not exposed to corresponding losses due to adverse movements in
the value of the underlying asset. The seller of an option-based derivative
generally will receive fees or premiums but generally is exposed to losses due
to changes in the value of the underlying asset. Derivative transactions may
include elements of leverage and, accordingly, the fluctuation of the value of
the derivative transaction in relation to the underlying asset may be
magnified. In addition to options, futures, and options on futures
transactions, derivative transactions may include short sales against the box,
in which the Advantage Portfolio sells a security it owns for delivery at a
future date; swaps in which the two parties agree to exchange a series of cash
flows in the future, such as interest-rate payments; interest-rate caps, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates exceed a specified rate, or "cap"; and
interest-rate floors, under which, in return for a premium, one party agrees
to make payments to the other to the extent that interest rates fall below a
specified level, or "floor." Derivative transactions may also include forward
currency contracts and foreign currency exchange-related securities. (See
"Appendix" and the SAI for further information with respect to these
investments and transactions.)

In connection with its futures and options on futures transactions, the
Advantage Portfolio is subject to certain restrictions on such transactions
under the Commodity Exchange Act and, accordingly, the Advantage Portfolio
will use futures and options on futures transactions solely for bona fide
hedging transactions (within the meaning of the Commodity Exchange Act).
However, the Advantage Portfolio may, in addition to bona fide hedging
transactions, use futures and options on futures transactions if the aggregate
initial margin and premiums required to establish such positions, less the
amount by which any such options positions are in the money (within the
meaning of the Commodity Exchange Act), do not exceed 5% of the Portfolio's
net assets. In addition, the Advantage Portfolio follows certain other
restrictions concerning its options, futures, and options on futures
transactions and, accordingly, (i) the aggregate value of securities that
underlie call options on securities written by the Portfolio or obligations
that underlie put options on securities written by the Portfolio, determined
as of the date the options are written, will not exceed 50% of the Portfolio's
net assets; (ii) the aggregate premiums paid on all options purchased by the
Portfolio and which are being held will not exceed 20% of the Portfolio's net
assets; (iii) the Advantage Portfolio will not purchase put or call options,
other than hedging positions, if, as a result thereof, more than 5% of its
total assets would be so invested; and (iv) the aggregate margin deposits
required on all futures and options on futures transactions being held will
not exceed 5% of the Portfolio's total assets.

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WHEN-ISSUED SECURITIES

The Advantage Portfolio may invest without limitation in securities
purchased on a when-issued or delayed delivery basis. (See "Appendix--When
Issued Securities and Delayed Delivery Transactions.")

ILLIQUID SECURITIES

The Advantage Portfolio may invest up to 10% of its net assets in illiquid
securities. (See "Appendix--Illiquid Securities"). Illiquid securities are
those securities that are not readily marketable, including restricted
securities and repurchase obligations maturing in more than seven days.
Certain restricted securities which may be resold to institutional investors
under Rule 144A under the Securities Act of 1933 and Section 4(2) commercial
paper, may be determined to be liquid under guidelines adopted by the Board of
Trustees of the Trust.

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

The Advantage Portfolio may invest without limitation in zero-coupon, step-
coupon, and pay-in-kind securities. These securities are debt securities that
do not make regular cash interest payments. Zero-coupon and step-coupon
securities are sold at a deep discount to their face value. Pay-in-kind
securities pay interest through the issuance of additional securities. Because
such securities do not pay current cash income, the price of these securities
can be volatile when interest rates fluctuate. While these securities do not
pay current cash income, federal income tax law requires the holders of zero-
coupon, step-coupon, and pay-in-kind securities to include in income each year
the portion of the original issue discount (or deemed discount and other non-
cash income) on such securities accruing that year. In order to continue to
qualify for treatment as a "regulated investment company" under the Internal
Revenue Code and avoid a certain excise tax, the Advantage Portfolio may be
required to distribute a portion of such discount and income and may be
required to dispose of other portfolio securities, which may occur in periods
of adverse market prices, in order to generate cash to meet these distribution
requirements.

MORTGAGE DOLLAR ROLLS AND REVERSE REPURCHASE AGREEMENTS

The Advantage Portfolio may engage in reverse repurchase agreements to
facilitate portfolio liquidity, a practice common in the mutual fund industry
or for arbitrage transactions discussed below. In a reverse repurchase
agreement, the Portfolio would sell a security and enter into an agreement to
repurchase the security at a specified future date and price. The Portfolio
generally retains the right to interest and principal payments on the
security. Since the Portfolio receives cash upon entering into a reverse
repurchase agreement, it may be considered a borrowing. When required by SEC
guidelines, the Portfolio will set aside permissible liquid assets in a
segregated account to secure its obligation to repurchase the security.

The Advantage Portfolio may also enter into mortgage dollar rolls, in which
the Portfolio would sell mortgage-backed securities for delivery in the
current month and simultaneously contract to purchase substantially similar
securities on a specified future date. While the Advantage Portfolio would
forego principal and interest paid on the mortgage-backed securities during
the roll period, the Portfolio would be compensated by the difference between
the current sales price and the lower price for the future purchase as well as
by any interest earned on the proceeds of the initial sale. The Portfolio also
could be compensated through the receipt of fee income equivalent to a lower
forward price. When required by SEC guidelines, the Portfolio would set aside
permissible liquid assets in a segregated account to secure its obligation for
the forward commitment to buy mortgage-backed securities. Mortgage dollar roll
transactions may be considered a borrowing by the Portfolio. (See "Appendix--
Dollar Roll Transactions and Reverse Repurchase Agreements.")

The mortgage dollar rolls and reverse repurchase agreements entered into by
the Advantage Portfolio may be used as arbitrage transactions in which the
Portfolio will maintain an offsetting position in investment-grade debt
obligations or repurchase agreements that mature on or before the settlement
date of the related mortgage dollar roll or reverse repurchase agreement.
Since the Portfolio will receive interest on the securities or repurchase
agreements in which it invests the transaction proceeds, such transactions may
involve leverage. Such

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securities or repurchase agreements will be high quality and will mature on or
before the settlement date of the mortgage dollar roll or reverse repurchase
agreement.

PORTFOLIO TURNOVER

The annual portfolio turnover rate indicates changes in the Portfolio's
investments and may also be affected by sales of portfolio securities
necessary to meet cash requirements for redemption of shares. The turnover
rate may vary from year to year, as well as within a year. High turnover in
any year will result in the payment by the Portfolio of above average amounts
of transaction costs. Portfolio turnover generally involves some expense to a
Portfolio, including brokerage commissions or dealer markups and other
transaction costs on the sale of securities and reinvestment in other
securities. Such sales may result in realization of taxable capital gains. The
portfolio turnover rates of the Advantage Portfolio for the periods ended
December 31, 1997 and 1996 are 116% and 85%, respectively. (See also
"Portfolio Turnover" in the SAI.)

MONEY MARKET PORTFOLIO

The investment objective of the Money Market Portfolio is to obtain the
maximum current income, consistent with the preservation of capital and the
maintenance of liquidity. It will seek to achieve this objective by investing
exclusively in the following U.S. dollar-denominated money market instruments
having remaining maturities of 397 days or less (as determined by regulations
of the Securities and Exchange Commission (the "Commission") which meet the
Portfolio's quality requirements set forth below:

(1) securities issued or guaranteed as to principal and interest by the
United States Government or by agencies or instrumentalities thereof
("U.S. Government Securities");

(2) obligations issued or guaranteed by United States banks with total
assets of at least $1 billion (including obligations of foreign branches
of such banks), by United States savings and loan associations or
savings banks with total assets of at least $1 billion and by the 100
largest foreign commercial banks in terms of total assets;

(3) high quality commercial paper and other high quality short-term
obligations, including variable amount master demand notes and mortgage-
backed and receivable-backed bonds, notes or pass-through certificates,
of United States entities or of foreign corporations and foreign
commercial banks issued in the United States;

(4) obligations of the International Bank for Reconstruction and
Development, other supranational organizations and foreign governments
and their agencies and instrumentalities; and

(5) repurchase agreements pertaining thereto.

INVESTMENT POLICIES AND RISKS--MONEY MARKET PORTFOLIO

The Portfolio will purchase only U.S. dollar-denominated money market
instruments which are "Eligible Securities" (as defined by the Commission) and
which present minimal credit risks as determined by the Portfolio's Adviser
pursuant to guidelines approved and reviewed by the Trust's Board of Trustees
(the "Trustees"). Eligible Securities consist of (i) securities that either
(a) have short-term debt ratings at the time of purchase within the two
highest rating categories assigned by at least two unaffiliated NRSROs (or one
NRSRO if the security was rated by only one NRSRO), or (b) are issued by
issuers with such ratings, and (ii) certain securities that are unrated
(including securities of issuers that have a long-term but not short-term
ratings) but are of comparable quality as determined by the Adviser pursuant
to guidelines approved and reviewed by the Trustees. See the SAI for a
description of applicable NRSRO ratings. Eligible Securities must have
remaining maturities of 397 days or less as determined in accordance with the
rules of the Commission.

UNITED STATES GOVERNMENT SECURITIES. United States Treasury bills, notes and
bonds, all of which are supported by the full faith and credit of the United
States, constitute the principal type of U.S. Government Securities invested
in by the Portfolio. The Portfolio may also invest in separately traded
interest components of

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securities issued or guaranteed by the United States Treasury. The Portfolio
also invests in instruments issued by United States Government agencies and
instrumentalities which are supported by (a) the full faith and credit of the
United States Treasury, (b) the limited authority of the issuer to borrow from
the United States Treasury, (c) the authority of the United States Government
to purchase certain obligations of the issuer, or (d) only the credit of the
issuer. The United States Government is not obligated by law to provide
financial support to its agencies and instrumentalities as described in clause
(b), (c) or (d) in the future, other than as set forth above.

OBLIGATIONS OF FINANCIAL INSTITUTIONS. The Portfolio may also invest in
obligations issued or guaranteed by United States banks with total assets of
at least $1 billion (including obligations issued by foreign branches of such
banks), by United States savings and loan associations or savings banks with
total assets of at least $1 billion and by the 100 largest foreign commercial
banks in terms of total assets. Such obligations include certificates of
deposit, commercial paper, bankers' acceptances and fixed time deposits. Bank
obligations may be general obligations of the parent bank or may be limited to
the issuing branch by the terms of the specific obligations or by government
regulation.

Foreign obligations (including obligations of foreign branches of United
States banks) may involve considerations different from investments in
domestic obligations of domestic issuers, due to the possible adoption of
foreign governmental restrictions affecting the payment of principal and
interest; the possible imposition of withholding or confiscatory taxes;
expropriation; limited publicly available information; non-uniform accounting
standards, and the fact that it may be more difficult to obtain and enforce a
judgment against a foreign issuer or a foreign branch of a domestic bank. In
addition, foreign banks are not subject to examination by any United States
Government agency or instrumentality. (See "Appendix--Foreign Investments" and
the SAI for a discussion of the risks involved in foreign investing.)

COMMERCIAL PAPER AND OTHER SHORT-TERM OBLIGATIONS. The commercial paper and
other short-term obligations purchased by the Portfolio, other than those of
bank holding companies, consist of direct obligations of domestic corporate
issuers. The commercial paper and other short-term obligations of United
States bank holding companies purchased by the Portfolio include obligations
issued or guaranteed by bank holding companies with total assets of at least
$1 billion. Commercial paper that is exempt from the Securities Act of 1933
("1933 Act") by virtue of Section 4(2) of such Act may be regarded as
illiquid. A variable amount master demand note differs from ordinary
commercial paper in that it is issued pursuant to a written agreement between
the issuer and the holder, its amount may from time to time be increased by
the holder (subject to an agreed maximum) or decreased by the holder or the
issuer, it is payable on demand, the rate of interest payable on it varies
with an agreed-upon formula and it is not typically rated by a rating agency.
Variable amount master demand notes purchased by the Portfolio will be
regarded as illiquid.

The "other short-term obligations" referred to above in which the Portfolio
may invest include participations in corporate loans. Such loans must be to
corporations in whose commercial paper or other short-term obligations the
Portfolio may invest as described in the preceding paragraph. Any
participation purchased by the Portfolio must be issued by one of the 100
largest banks in the United States. Because the issuing bank does not
guarantee the participation in any way, it is subject to the credit risks
generally associated with the underlying corporate borrower. The secondary
market, if any, for these loan participations is limited and any such
participation purchased by the Portfolio may be regarded as illiquid.

"Other short-term obligations" also include participation in, or bonds and
notes backed by, pools of mortgage, credit card, automobile or other types of
receivables. These structured financings will be supported by sufficient
collateral and other credit enhancement, including letters of credit, reserve
funds and guarantees by third parties, to enable such instruments to qualify
as Eligible Securities. The Portfolio will only invest in asset-backed
securities with remaining stated maturities of 397 days or less. Instruments
backed by pools of mortgages and receivables are subject to unscheduled
prepayments of principal prior to maturity. The Portfolio may be adversely
affected by such prepayments to the extent that prepayments of principal must
be reinvested in securities which may have lower yields than the prepaid
obligations. Moreover, prepayments of securities purchased at a premium could
result in a realized loss.

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SECURITIES OF THE WORLD BANK, OTHER SUPRANATIONAL ORGANIZATIONS AND FOREIGN
GOVERNMENTS. Obligations of the International Bank for Reconstruction and De-
velopment (also known as the World Bank) and certain other supranational orga-
nizations are supported by subscribed but unpaid commitments of member coun-
tries. There is no assurance that these commitments will be undertaken or com-
plied with in the future. The Portfolio limits its investments in United
States dollar-denominated obligations of foreign governments and their agen-
cies and instrumentalities to the commercial paper and other short-term notes
issued or guaranteed by the governments, or agencies and instrumentalities
thereof, that are members of the OECD (Organization for Economic Co-Operation
and Development) and those Latin American countries whose sovereign issuances
qualify as Eligible Securities.

REPURCHASE AGREEMENTS. The Portfolio may invest in repurchase agreements
collateralized by any of the types of securities listed above for the purpose
of realizing additional income. A repurchase agreement is an agreement under
which the Portfolio purchases securities and the seller (a bank or securities
dealer) agrees to repurchase the securities within a particular time at a
specified price. (See "Appendix--Repurchase Agreements.")

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements, under which the Portfolio temporarily transfers
possession of a portfolio security or securities to another party, such as a
bank or broker dealer in return for cash in an amount equal to a percentage of
the portfolio securities' market value, and agrees to repurchase the
securities at a future date. The difference between the amount the Portfolio
receives for the securities and the amount it pays on repurchase is deemed to
be a payment of interest. The Portfolio will use reverse repurchase agreements
as a temporary measure to facilitate redemptions, where liquidation of
portfolio securities is considered disadvantageous or inconvenient. The
Portfolio's use of reverse repurchase agreements may increase the volatility
of its net asset value per share and could also reduce net income (if interest
costs exceed income on the invested proceeds). The Portfolio will not enter
into reverse repurchase agreements in an amount which, when combined with all
other borrowings by the Portfolio, would exceed 33 1/3% of the Portfolio's
total assets, provided that it will not purchase additional investments if
borrowings and reverse repurchase agreements together exceed 5% of the value
of its total assets. In determining whether to enter into a reverse repurchase
agreement with a counterparty, the Adviser will take into account the
creditworthiness of such party. At all times that a reverse repurchase
agreement is outstanding, the Portfolio will maintain cash, liquid high grade
debt obligations, or U.S. Government Securities, as the case may be, in a
segregated account at its custodian with a value at least equal to its
obligations under the agreement. In the event the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, the
Portfolio's use of proceeds from the agreement may be restricted pending a
determination by the other party or its trustee or receiver whether to enforce
the Portfolio's obligation to repurchase the securities. The Portfolio's use
of reverse repurchase agreements may increase the volatility of the
Portfolio's net asset value per share. (See "Appendix--Reverse Repurchase
Agreements.")

MANAGEMENT POLICIES. The Portfolio may seek to increase its income by
lending portfolio securities. The Portfolio may also purchase or acquire
"stand-by commitments," "unconditional puts" or "demand features" with respect
to money market investments held in its portfolio. The Portfolio may purchase
portfolio securities in when-issued or delayed delivery transactions. The
Portfolio may invest up to 10% of its assets in securities which are illiquid.
(See "Appendix" for a description of the investments described above.)

In accordance with Rule 2a-7 under the Investment Company Act of 1940, as
amended ("1940 Act"), the Portfolio may not invest more than 5% of its total
assets in securities issued by or subject to puts from any one issuer (except
U.S. Government Securities and repurchase agreements collateralized by such
securities), except that a single investment may exceed such limit if such
security (i) is rated in the highest rating category by the requisite number
of NRSROs or, if unrated, is determined to be of comparable quality and (ii)
is held for not more than three business days. In addition, the Portfolio may
not invest more than 5% of its total assets in securities of issuers not in
the highest rating category as determined by the requisite number of NRSROs
or, if unrated, of comparable quality, with investment in any one such issuer
being limited to not more than 1% of such total assets or $1 million,
whichever is greater. For a description of each NRSRO's rating categories, see
the SAI.

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The Portfolio may invest in securities issued by other money market
investment companies. Other investment companies in which the Portfolio may
invest include those for which the Adviser, or any of its affiliates, serves
as investment adviser. Any investments in other investment companies are
subject to applicable limitations under the 1940 Act. (See "Appendix--
Investment Companies"). Such other investment companies will have investment
objectives, policies and restrictions substantially similar to those of the
Portfolio and will be subject to substantially the same risks. In determining
whether to invest Portfolio assets in other investment companies, the Adviser
will take into consideration, among other factors, the advisory fee payable by
such other investment companies.

MORTGAGE-BACKED SECURITIES PORTFOLIO

The investment objective of the Mortgage-Backed Securities Portfolio is to
obtain a high current return, consistent with safety of principal, primarily
through investments in mortgage-backed securities. The Portfolio is classified
as a diversified investment company. Mortgage-Backed Securities represent
interests in, or are secured by and payable from, pools of mortgage loans,
including collateralized mortgage obligations ("CMOs").

Mortgage-Backed Securities may be U.S. Government Mortgage-Backed
Securities, which are issued or guaranteed by a U.S. Government agency or
instrumentality (though not necessarily backed by the full faith and credit of
the United States), such as Government National Mortgage Association ("GNMA"),
Federal National Mortgage Association ("FNMA"), and Federal Home Loan Mortgage
Corporation ("FHLMC") certificates. Other Mortgage-Backed Securities are
issued by private issuers, generally originators of and investors in mortgage
loans, including savings associations, mortgage bankers, commercial banks,
investment bankers, and special purpose entities. These private Mortgage-
Backed Securities may be supported by U.S. Government Mortgage-Backed
Securities or some form of non-government credit enhancement.

INVESTMENT POLICIES AND RISKS--MORTGAGE-BACKED SECURITIES PORTFOLIO

MORTGAGE-RELATED SECURITIES ISSUED BY U.S. GOVERNMENT AGENCIES AND
INSTRUMENTALITIES. The mortgages backing mortgage-related securities include
conventional thirty-year fixed rate mortgages, fifteen-year fixed rate
mortgages, 5 or 7 year balloon payment fixed rate mortgages, graduated payment
mortgages and adjustable rate mortgages. The U.S. government or the issuing
agency guarantees the payment of interest and principal of these securities.
However, the guarantees do not extend to the securities' yield or value, which
are likely to vary inversely with fluctuations in interest rates, nor do the
guarantees extend to the yield or value of the Portfolio's shares. See
"Appendix--Mortgage-Backed Securities." These certificates are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate,
net of certain fees. Because the prepayment characteristics of the underlying
mortgages vary, it is not possible to predict accurately the average life or
realized yield of a particular issue of pass-through certificates. Mortgage-
backed securities are often subject to more rapid repayment than their stated
maturity date would indicate as a result of the pass-through of prepayments of
principal on the underlying mortgage obligations. For example, securities
backed by mortgages with thirty-year maturities are customarily treated as
having average lives of less than 10 years based on expected prepayments and
securities backed by mortgages with fifteen-year maturities are treated as
having average lives of less than 7 years.

While the timing of prepayments of graduated payment mortgages differs
somewhat from that of conventional mortgages, the prepayment experience of
graduated payment mortgages is basically the same as that of the conventional
mortgages of the same maturity dates over the life of the pool. During periods
of declining interest rates, prepayment of mortgages underlying mortgage-
backed securities can be expected to accelerate. When the mortgage obligations
are prepaid, the Portfolio reinvests the prepaid amounts in securities, the
yields of which reflect interest rates prevailing at the time. Therefore, the
Portfolio's ability to maintain a portfolio of high-yielding mortgage-backed
securities will be adversely affected to the extent that prepayments of
mortgages must be reinvested in securities which have lower yields than the
prepaid mortgages. Moreover, prepayments of mortgages which underlie
securities purchased at a premium could result in capital losses.

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The principal and interest on GNMA pass-through securities are guaranteed by
GNMA and backed by the full faith and credit of the U.S. Government. FNMA
guarantees full and timely payment of all interest and principal, while FHLMC
guarantees timely payment of interest and ultimate collection of principal of
its pass-through securities. Securities from FNMA and FHLMC are not backed by
the full faith and credit of the United States; however, they are generally
considered to offer minimal credit risks. The yields provided by these
mortgage-related securities historically have exceeded the yields on other
types of U.S. Government Securities with comparable maturities, in large
measure due to the risks associated with prepayment, which include, but are
not limited to: (i) reinvestment risk, to the extent that prepayments of
principal must be reinvested in securities which may have lower yields than
the prepaid mortgages and (ii) risk of capital loss resulting from prepayments
of mortgages which underlie securities purchased at a premium.

Adjustable rate mortgage securities ("ARMs") are a form of pass-through
security representing interests in pools of mortgage loans whose interest
rates are adjusted from time to time. The adjustments usually are determined
in accordance with a predetermined interest rate index and may be subject to
certain limits. The adjustment feature of ARMs tends to make their value less
sensitive to interest rate changes.

CMOs are derivative mortgage-related securities that separate mortgage pools
into different components called classes or "tranches." Each class of a CMO is
issued at a specific fixed or floating coupon rate and has a stated maturity
or final distribution date. Principal prepayments on the collateral pool may
cause the CMOs to be retired substantially earlier than their stated
maturities or final distribution dates. The principal of and interest on the
collateral pool may be allocated among the several classes of a CMO in a
number of different ways. Generally, the purpose of the allocation of the cash
flow of a CMO to the various classes is to obtain a more predictable cash flow
to some of the individual tranches than exists with the underlying collateral
of the CMO. As a general rule, the more predictable the cash flow is on a CMO
tranche, the lower the anticipated yield will be on that tranche at the time
of issuance relative to prevailing market yields on mortgage-related
securities. Certain classes of CMOs may have priority over others with respect
to the receipt of prepayments on the mortgages.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES. Mortgage-related securities
offered by private issuers include pass-through securities for pools of
conventional residential mortgage loans; Mortgage-Backed Bonds which are
considered to be obligations of the institution issuing the bonds and are
collateralized by mortgage loans; and bonds and CMOs, including regular
interests in Real Estate Mortgage Investment Conduits ("REMICs"), which are
collateralized by mortgage-related securities issued by GNMA, FNMA, FHLMC or
by pools of conventional mortgages.

Mortgage-related securities created by private issuers generally offer a
higher rate of interest (and greater credit and interest rate risk) than those
issued by U.S. Government agencies and instrumentalities because they offer no
direct or indirect government guarantees of payments. However, many issuers or
servicers of mortgage-related securities guarantee, or provide insurance for,
timely payment of interest and principal on such securities.

U.S. TREASURY SECURITIES. The Portfolio will also invest in U.S. Treasury
securities, including Bills, Notes, Bonds and other debt securities issued by
the U.S. Treasury. These instruments are direct obligations of the U.S.
government and, as such are backed by the full faith and credit of the United
States Government. They differ primarily in their interest rates, the lengths
of their maturities and the dates of their issuances.

SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES AND
INSTRUMENTALITIES. The Portfolio will invest in securities issued by agencies
of the U.S. Government or instrumentalities established or sponsored by the
U.S. Government. These obligations, including those which are guaranteed by
Federal agencies or instrumentalities, may or may not be backed by the full
faith and credit of the United States. GNMA obligations are backed by the full
faith and credit of the United States. In the case of securities not backed by
the full faith and credit of the United States, the Portfolio must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment and may not be able to assert a claim against the United States if
the agency or instrumentality does not meet its commitments. Securities in
which the Portfolio may invest which are not backed by the full faith and
credit of the United States Government include obligations such as those
issued by

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FNMA and FHLMC, each of which has the right to borrow from the United States
Treasury to meet its obligations, and obligations under the Federal Home Loan
Bank, the obligations of which may only be satisfied by the individual credit
of the issuing agency. FHLMC and FNMA investments may include collateralized
mortgage obligations.

ADDITIONAL INVESTMENTS. The Portfolio may invest in other fixed income
securities. The Portfolio may invest in investment grade corporate debt
securities, which includes securities rated medium-quality (e.g. BBB by
Standard & Poor's Rating Group) or above by at least one of the NRSRO's. For a
description of NRSRO rating categories, see the SAI. The Portfolio may invest
up to 10% of its total assets in zero coupon U.S. Government Securities. The
Portfolio may invest up to 15% of its total assets in securities which are
considered to be illiquid. The Portfolio may invest in repurchase agreements
collateralized by any of the types of securities described above for the
purpose of realizing additional income. The Portfolio may lend its portfolio
securities to banks, brokers, dealers and other financial institutions that
need to borrow securities in order to complete certain transactions, such as
covering short sales, avoiding failures to deliver securities or completing
arbitrage operations. The Portfolio may also lend its Portfolio securities to
increase its income. The Portfolio may purchase or sell U.S. Government
securities (including GNMA, FNMA and FHLMC Certificates) on a when issued or
delayed delivery basis. The Portfolio may purchase and write put and call
options on debt securities and purchase and sell interest rate futures and
related options. The Portfolio may purchase and sell financial futures
contracts and options thereon for certain hedging, portfolio risk management
or yield enhancement purposes. In order to protect the value of the
Portfolio's investments from interest rate fluctuations, the Portfolio may
enter into various hedging transactions, such as interest rate swaps, and
mortgage swaps and the purchase or sale of interest rate caps, floors and
collars.

The Portfolio may enter into reverse repurchase agreements with banks or
broker-dealers, under which the Portfolio sells securities and agrees to
repurchase them at an agreed upon time and at an agreed upon price. The
Portfolio may enter into mortgage "dollar roll" transactions with selected
banks and broker-dealers. The Portfolio will use both reverse repurchase
agreements and dollar roll transactions as sources of funds on a short-term
basis as a means of providing liquidity for redemptions, as well as for
purposes of seeking to enhance income through leverage. This use of leverage
tends to increase the volatility of the Portfolio's net asset value per share
and could also reduce net income (if income costs exceed income on the
invested proceeds). The Portfolio has determined not to use reverse repurchase
agreements or dollar roll transactions in an amount which, when combined with
all other borrowings by the Portfolio, would exceed 33 1/3% of the Portfolio's
total assets; however, the Portfolio may enter into covered rolls, which do
not involve the use of leverage, without regard to such limitation. (See
"Appendix" for a description of each of these investments and techniques.)

The annual portfolio turnover rate indicates change in the Portfolio's
investments and may also be affected by sales of portfolio securities
necessary to meet cash requirements for redemption of shares. The turnover
rate may vary from year to year, as well as within a year. High turnover in
any year will result in the payment by the Portfolio of above average amounts
of transaction costs. The portfolio turnover rates of the Mortgage-Backed
Securities Portfolio for the periods ended December 31, 1997 and 1996 are set
forth herein under "Financial Highlights." (See also "Portfolio Turnover" in
the SAI.)

PORTFOLIOS SEEKING CAPITAL GROWTH

OTC PORTFOLIO

The investment objective of the OTC Portfolio is to seek to obtain long-term
growth of capital.

INVESTMENT POLICIES AND RISKS--OTC PORTFOLIO

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others, industrial corporations, financial service institutions, public
utilities, and transportation companies. OTC securities include both equity
and debt securities (including obligations of the U.S. government). The
Portfolio may also invest in securities of companies that are not traded on
the OTC securities market that represent opportunities for capital
appreciation. The Portfolio will seek to invest in companies that are
undervalued relative to present or future earnings, cash flow or book value.
While the Portfolio intends to invest primarily in equity securities, the
Portfolio may also invest in fixed income securities as described below.
Equity securities include: common stocks and preferred stocks; securities such
as bonds, warrants or rights that are convertible into stock; and depositary
receipts for those securities.

The Portfolio will not purchase a security, under normal circumstances, if
it would result in less than 65% of its total assets being invested in OTC
securities (the "65% limitation"). Securities that were principally traded on
the OTC securities market when purchased but which have since been listed on
the New York or American Stock Exchange or a foreign exchange will be
considered to fall within the Portfolio's 65% limitation for 12 months after
the date the security was listed on an exchange.

Debt securities of issuers in which the Portfolio may invest include all
types of long- or short-term debt obligations, such as bonds, debentures,
notes and commercial paper. Fixed income securities in which the Portfolio may
invest include securities in the lower rating categories of recognized rating
agencies (and comparable unrated securities). Fixed income securities in which
the Portfolio may invest also include zero coupon bonds, deferred interest
bonds and bonds on which the interest is payable in kind. Such investments
involve certain risks. See "Appendix--Lower-Rated Securities" and the SAI for
a discussion of the risks involved in investing in lower-rated securities.

Investing in securities traded on the OTC securities market can involve
greater risk than is customarily associated with investing in securities
traded on the New York or American Stock Exchanges since OTC securities are
generally securities of companies which are smaller or newer than those listed
on the New York or American Stock Exchange. For example, these companies often
have limited product lines, markets, or financial resources, may be dependent
for management on one or a few key persons, and can be more susceptible to
losses. Also, their securities may be thinly traded (and therefore have to be
sold at a discount from current prices or sold in small lots over an extended
period of time), may be followed by fewer investment research analysts and may
be subject to wider price swings and thus may create a greater risk of loss
than securities of larger capitalization or established companies. Shares of
the Portfolio, therefore, are subject to greater fluctuation in value than
shares of a conservative equity fund or of a growth fund which invests
entirely in proven growth stocks. Therefore, the Portfolio is intended for
long-term investors who understand and can accept the risks entailed in
seeking long-term growth of capital. The Portfolio is not meant to provide a
vehicle for those who wish to play short-term swings in the stock market.
Accordingly, an investment in shares of the Portfolio should not be considered
a complete investment program. Each prospective purchaser should take into
account his investment objectives as well as his other investments when
considering the purchase of shares of the Portfolio.

When the Sub-Adviser believes that investing for temporary defensive
purposes is appropriate, such as during periods of unusual market conditions,
part or all of the Portfolio's assets may be temporarily invested in cash
(including foreign currency) or cash equivalent short-term obligations
including, but not limited to, certificates of deposit, commercial paper,
short-term notes, obligations issued or guaranteed by the U.S. government or
any of its agencies or instrumentalities and repurchase agreements.

The Portfolio may invest 20% or more of its net assets in foreign securities
(not including ADRs; however, under normal market conditions, the Portfolio
expects to invest less than 35% of its net assets in foreign securities. The
Portfolio may invest up to 10% of its net assets in emerging markets or
countries with limited or developing capital markets. Investing in securities
of foreign issuers generally involves risks not ordinarily associated with
investing in securities of domestic issuers. (See "Appendix--Foreign
Investments" and the SAI for a discussion of the risks involved in foreign
investing.)

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collateral. Although ADRs are issued by a U.S. depository, they are subject to
many of the risks of foreign securities such as changes in exchange rates and
more limited information about foreign issuers.

The Portfolio is classified as a "non-diversified" investment company. As a
result, the Portfolio is limited as to the percentage of its assets which may
be invested in the securities of any one issuer only by its own investment
restrictions and the diversification requirements imposed by the Internal
Revenue Code of 1986, as amended. U.S. Government Securities which are
generally considered free of credit risk and are assured as to payment of
principal and interest if held to maturity are not subject to any investment
limitation. Since the Portfolio may invest a relatively high percentage of its
assets in a limited number of issuers, the Portfolio may be more susceptible
to any single economic, political or regulatory occurrence and to the
financial conditions of the issuers in which it invests. For these reasons, an
investment in shares of the Portfolio should not be considered to constitute a
complete investment program.

While it is not generally the Portfolio's policy to invest or trade for
short-term profits, the Portfolio may dispose of a portfolio security whenever
the Sub-Adviser is of the opinion that such security no longer has an
appropriate appreciation potential or when another security appears to offer
relatively greater appreciation potential. Portfolio changes are made without
regard to the length of time a security has been held, or whether a sale would
result in a profit or loss. Therefore, the rate of portfolio turnover is not a
limiting factor when a change in the portfolio is otherwise appropriate.
Because the Portfolio is expected to have a portfolio turnover rate of over
100%, transaction costs incurred by the Portfolio and the realized capital
gains and losses of the Portfolio may be greater than that of a portfolio with
a lesser turnover rate. Portfolio turnover generally involves some expense to
a Portfolio, including brokerage commissions or dealer markups and other
transaction costs on the sale of securities and reinvestment in other
securities. Such sales may result in realization of taxable capital gains. The
portfolio turnover rates of the Portfolio for the periods ended December 31,
1997 and 1996 are 141% and 122%, respectively. (See "Portfolio Turnover" in
the SAI.)

ADDITIONAL PORTFOLIO INVESTMENTS AND TRANSACTIONS. The Portfolio may enter
into repurchase agreements to earn income on available cash or as a temporary
defensive measure. The Portfolio may seek to increase its income by lending
portfolio securities. The Portfolio may purchase securities on a "when issued"
or on a "forward delivery" basis, which means that the securities will be
delivered to the Portfolio at a future date usually beyond customary
settlement time.

The Portfolio may invest in indexed securities whose value is linked to
foreign currencies, commodities, indexes, or other financial indicators. The
Portfolio may enter into mortgage "dollar roll" transactions with selected
banks and broker-dealers.

The Portfolio also may purchase restricted securities, corporate asset-
backed securities, options on securities, options on stock indexes, options on
foreign currencies, futures contracts, options on futures contracts and
forward foreign currency exchange contracts.

All of the Portfolio investments and transactions described in this section
are described in greater detail in the Appendix and the SAI.

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RESEARCH PORTFOLIO

The investment objective of the Research Portfolio is to provide long-term
growth of capital and future income.

The portfolio securities of the Research Portfolio are selected by a
committee of investment research analysts. This committee includes investment
analysts employed not only by MFS but also by MFS International (U.K.)
Limited, a wholly-owned subsidiary of MFS. The Portfolio's assets are
allocated among industries by the analysts acting together as a group.
Individual analysts are then responsible for selecting what they view as the
securities best suited to meet the Portfolio's investment objective within
their assigned industry responsibility.

INVESTMENT POLICIES AND RISKS--RESEARCH PORTFOLIO

The Portfolio's policy is to invest a substantial proportion of its assets
in the common stocks or securities convertible into common stocks of companies
believed to possess better than average prospects for long-term growth. A
smaller proportion of the assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose principal characteristic
is income production rather than growth. Such securities may also offer
opportunities for growth of capital as well as income. In the case of both
growth stocks and income issues, emphasis is placed on the selection of
progressive, well-managed companies. The Portfolio's debt investments, if any,
may consist of "investment grade" securities (e.g., rated Baa or better by
Moody's or BBB or better by S&P or Fitch), and, with respect to no more than
10% of its net assets, securities in the lower rated categories (e.g., rated
Ba or lower by Moody's or BB or lower by S&P or Fitch), or securities which
the Sub-Adviser believes to be of similar quality to these lower rated
securities (commonly known as "junk bonds"). For a description of bond
ratings, see the SAI. It is not the Portfolio's policy to rely exclusively on
ratings issued by established credit rating agencies but rather to supplement
such ratings with the Sub-Adviser's own independent and ongoing review of
credit quality. The Portfolio's achievement of its investment objective may be
more dependent on the Sub-Adviser's own credit analysis than in the case of a
fund investing in primarily higher quality bonds. From time to time, the
Portfolio's management will exercise its judgment with respect to the
proportions invested in growth stocks, income-producing securities or cash
(including foreign currency) and cash equivalents depending on its view of
their relative attractiveness.

The Portfolio may enter into repurchase agreements in order to earn income
on available cash or as a temporary defensive measure. The Portfolio may make
loans of its fixed income portfolio securities. (See "Appendix" for a further
description of these investments.)

The Portfolio may invest in ADRs which are certificates issued by a U.S.
depository (usually a bank) and represent a specified quantity of shares of an
underlying non-U.S. stock on deposit with a custodian bank as collateral.
Although ADRs are issued by a U.S. depository, they are subject to many of the
risks of foreign securities such as changes in exchange rates and more limited
information about foreign issuers.

The Portfolio may invest up to 20% (and generally expects to invest between
0% and 20%) of its net assets in foreign securities (not including ADRs). The
Portfolio may invest in emerging markets or countries with limited or
developing capital markets. Investing in securities of foreign issuers
generally involves risks not ordinarily associated with investing in
securities of domestic issuers. (See "Appendix--Foreign Investments" and the
SAI for a discussion of the risks involved in foreign investing.)

As described above, the Portfolio may invest in fixed income (i.e., debt)
securities rated Baa by Moody's or BBB by S&P or Fitch and comparable unrated
securities. These securities, while normally exhibiting adequate protection
parameters, have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than in the case of higher
grade fixed income securities. (See "Appendix--Lower-Rated Securities" and the
SAI for a discussion of the risks involved in investing in lower-rated
securities.)

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<PAGE>

The Portfolio may also purchase securities that are not registered under the
Securities Act of 1933 ("1933 Act") ("restricted securities"), including those
that can be offered and sold to "qualified institutional buyers" under Rule
144A under the 1933 Act ("Rule 144A securities"). The Trust's Board of
Trustees confirms based upon information and recommendations provided by the
Sub-Adviser that a specific Rule 144A security is liquid and thus not subject
to the Portfolio's limitation on investing not more than 10% of its net assets
in illiquid investments. The Board of Trustees has adopted guidelines and has
delegated to the Sub-Adviser the daily function of determining and monitoring
the liquidity of Rule 144A securities. The Board, however, will retain
sufficient oversight and be ultimately responsible for the determinations.
This investment practice could have the effect of decreasing the level of
liquidity in the Portfolio to the extent that qualified institutional buyers
become for a time uninterested in purchasing Rule 144A securities held in the
investment portfolio. Subject to the Portfolio's 10% limitation on investments
in illiquid investments and subject to the diversification requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), the Portfolio may also
invest in restricted securities that may not be sold under Rule 144A, which
presents certain risks. As a result, the Portfolio might not be able to sell
these securities when the Sub-Adviser wishes to do so, or might have to sell
them at less than fair value. In addition, market quotations are less readily
available. Therefore, judgment may at times play a greater role in valuing
these securities than in the case of unrestricted securities.

VALUE + GROWTH PORTFOLIO

The investment objective of the Value + Growth Portfolio is capital
appreciation. The Portfolio invests primarily in growth companies with
favorable relationships between price/earnings ratios and growth rates, in
sectors offering the potential for above-average returns.

INVESTMENT POLICIES AND RISKS--VALUE + GROWTH PORTFOLIO

In selecting investments for the Portfolio, the primary emphasis of
Robertson, Stephens & Company Investment Management, L.P., the Portfolio's
Sub-Adviser, is typically on evaluating a company's management, growth
prospects, business operations, revenues, earnings, cash flows, and balance
sheet in relationship to its share price. Robertson, Stephens & Company
Investment Management, L.P. may select stocks which it believes are
undervalued relative to the current stock price. Undervaluation of a stock can
result from a variety of factors, such as a lack of investor recognition of
(1) the value of a business franchise and continuing growth potential, (2) a
new, improved or upgraded product, service or business operation, (3) a
positive change in either the economic or business condition for a company,
(4) expanding or changing markets that provide a company with either new
earnings direction or acceleration, or (5) a catalyst, such as an impending or
potential asset sale or change in management, that could draw increased
investor attention to a company. Robertson, Stephens & Company Investment
Management, L.P. also may use similar factors to identify stocks which it
believes to be overvalued and may engage in short sales of such securities.

The Portfolio may invest a substantial portion of its assets in securities
issued by small companies. Such companies may offer greater opportunities for
capital appreciation than larger companies, but investments in such companies
may involve certain special risks. See "Appendix--Small Companies" for a
discussion of such risks.

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foreign investments. The Portfolio also may at times invest a substantial
portion of its assets in securities of issuers in developing countries. The
Portfolio may at times invest a substantial portion of its assets in
securities traded in the over-the-counter markets in such countries and not on
any exchange, which may affect the liquidity of the investment and expose the
Portfolio to the credit risk of its counterparties in trading those
investments.

International investing in general may involve greater risks than U.S.
investments. These risks may be intensified in the case of investments in
emerging markets or countries with limited or developing capital markets. (See
"Appendix--Foreign Investments" and the SAI for a discussion of the risks
involved in foreign investing and see "Appendix--Strategic Transactions--
Futures and Options on Futures" and "Options on Foreign Currencies" for a
discussion of the risks involved in investing in foreign currencies, options
and futures contracts.)

The Portfolio may invest in debt securities from time to time if the Sub-
Adviser believes that it might help achieve the Portfolio's objective. The
Portfolio may invest in debt securities to the extent consistent with its
investment policies, although the Sub-Adviser expects that under normal
circumstances, the Portfolio would not likely invest a substantial portion of
its assets in debt securities.

The Portfolio will invest only in securities rated "investment grade" or
considered by the Sub-Adviser to be of comparable quality. Investment grade
securities are rated Baa or higher by Moody's or BBB or higher by S&P.
Securities rated Baa or BBB lack outstanding investment characteristics, have
speculative characteristics, and are subject to greater credit and market
risks than higher-rated securities. Descriptions of the securities ratings
assigned by Moody's and S&P are contained in the SAI.

The Portfolio may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant
discount from face value and pay interest only at maturity rather than at
intervals during the life of the security. Payment-in-kind bonds allow the
issuer, at its option, to make current interest payments on the bonds either
in cash or in additional bonds. The values of zero-coupon bonds and payment-
in-kind bonds are subject to greater fluctuation in response to changes in
market interest rates than bonds which pay interest currently, and may involve
greater credit risk than such bonds. See "Zero Coupon Securities and Pay-in-
Kind Securities" in the SAI.

The Portfolio will not necessarily dispose of a security when its debt
rating is reduced below its rating at the time of purchase, although the Sub-
Adviser will monitor the investment to determine whether continued investment
in the security will assist in meeting the Portfolio's investment objective.

The Portfolio may buy and sell call and put options to hedge against changes
in net asset value or to attempt to realize a greater current return. In
addition, through the purchase and sale of futures contracts and related
options, a Portfolio may at times seek to hedge against fluctuations in net
asset value and to attempt to increase its investment return. Although the
Portfolio will only engage in options and futures transactions for limited
purposes, those transactions involve certain risks which are described in the
Appendix and SAI.

The Portfolio may buy and sell index futures contracts ("index futures") and
options on index futures and on indexes for hedging purposes or to increase
its investment return (or may purchase warrants whose value is based on the
value from time to time of one or more foreign securities indexes). See the
SAI for a further description of index futures and options including risks.

The Value + Growth Portfolio may purchase long-term exchange-traded equity
options called Long-Term Equity Anticipation Securities ("LEAPs") and Buy-
Write Options Unitary Derivatives ("BOUNDs"). LEAPs provide a holder the
opportunity to participate in the underlying securities' appreciation in
excess of a fixed dollar amount, and BOUNDs provide a holder the opportunity
to retain dividends on the underlying securities while potentially
participating in the underlying securities' capital appreciation up to a fixed
dollar amount. The Value + Growth Portfolio will not purchase these options
with respect to more than 25% of the value of its net assets.

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The Portfolio may purchase and sell options in the over-the-counter markets
but only when appropriate exchange-traded transactions are unavailable and
when, in the opinion of the Sub-Adviser, the pricing mechanism and liquidity
of the over-the-counter markets are satisfactory and the participants are
responsible parties likely to meet their obligations. (See "Appendix--Over-
the-Counter Options.")

The Portfolio will not purchase futures or options on futures or sell
futures if, as a result, the sum of the initial margin deposits on the
Portfolio's existing futures positions and premiums paid for outstanding
options on futures contracts would exceed 5% of the Portfolio's assets. (For
options that are "in-the-money" at the time of purchase, the amount by which
the option is "in-the-money" is excluded from this calculation.)

At times the Portfolio may invest more than 25% of its assets in securities
of issuers in one or more market sectors such as, for example, the technology
sector. A market sector may be made up of companies in a number of related
industries. The Portfolio would only concentrate its investments in a
particular market sector if the Portfolio's Sub-Adviser were to believe the
investment return available from concentration in that sector justifies any
additional risk associated with concentration in that sector. When the
Portfolio concentrates its investments in a market sector, financial,
economic, business, and other developments affecting issuers in that sector
will have a greater effect on the Portfolio than if it had not concentrated
its assets in that sector.

The Portfolio may lend portfolio securities to broker-dealers and may enter
into repurchase agreements. These transactions must be fully collateralized at
all times, but involve some risk to the Portfolio if the other party should
default on its obligations and the Portfolio is delayed or prevented from
recovering the collateral.

At times, the Portfolio's Sub-Adviser may judge that market conditions make
pursuing the Portfolio's basic investment strategy inconsistent with the best
interests of its shareholders. At such times, the Portfolio's Sub-Adviser may
temporarily use alternative strategies, primarily designed to reduce
fluctuations in the values of the Portfolio's assets. In implementing these
"defensive" strategies, the Portfolio may invest in U.S. Government
securities, other high-quality debt instruments, and other securities the
Portfolio's Sub-Adviser believes to be consistent with the Portfolio's best
interests.

The length of time a Portfolio has held a particular security is not
generally a consideration in investment decisions. The investment policies of
a Portfolio may lead to frequent changes in the Portfolio's investments,
particularly in periods of volatile market movements. A change in the
securities held by a Portfolio is known as "portfolio turnover." Portfolio
turnover generally involves some expense to a Portfolio, including brokerage
commissions or dealer markups and other transactions costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. The Portfolio's turnover rate for the
period ended December 31, 1997 and 1996 were 224% and 143%, respectively. (See
also "Portfolio Turnover" in the SAI.)

PORTFOLIOS SEEKING TOTAL RETURN

INTERNATIONAL FIXED INCOME PORTFOLIO

The investment objective of the International Fixed Income Portfolio is to
provide high total return. The Portfolio will seek to achieve its objective by
investing at least 65% of its assets in both domestic and foreign debt
securities and related foreign currency transactions. The total return will be
sought through a combination of current income, capital gains and gains in
currency positions.

INVESTMENT POLICIES AND RISKS--INTERNATIONAL FIXED INCOME PORTFOLIO

Under normal market conditions, the Portfolio will invest primarily in: (i)
obligations issued or guaranteed by foreign national governments, their
agencies, instrumentalities, or political subdivisions (including any entity
which is majority owned by such government, agency, instrumentality, or
political subdivision); (ii) U.S. government securities; and (iii) debt
securities issued or guaranteed by supranational organizations, considered to
be "government securities."

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The Portfolio may also invest in non-government foreign and domestic debt
securities, including corporate debt securities, bank obligations, mortgage-
backed or asset-backed securities, and repurchase agreements.

As an international portfolio, the Portfolio may invest in securities issued
in any currency and may hold foreign currencies. Under normal conditions, the
Portfolio's Sub-Adviser expects that the Portfolio generally will be invested
in at least six different countries, including the U.S., although the
Portfolio may at times invest all of its assets in a single country.

It is currently anticipated that the Portfolio's assets will be invested
principally within, or in the currencies of, Australia, Canada, Japan, New
Zealand, the United States, Scandinavia, and Western Europe and in securities
denominated in the currencies of those countries or denominated in
multinational currency units, such as the European Currency Unit ("ECU"),
which is a "basket" consisting of specified amounts of the currencies of
certain states of the European Community. The specific amounts of currencies
comprising the ECU may be adjusted by the Council of Ministers of the European
Community to reflect changes in the relative values of the underlying
currencies. Securities of issuers within a given country may be denominated in
the currency of another country. In addition, when the Portfolio's Sub-Adviser
believes that U.S. securities offer superior opportunities for achieving the
Portfolio's investment objective, or for temporary defensive purposes, the
Portfolio may invest substantially all of its assets in securities of U.S.
issuers or securities denominated in U.S. dollars.

The Portfolio may also acquire securities and currency in less developed
countries as well as in developing countries. International investing in
general may involve greater risks than U.S. investments. These risks may be
intensified in the case of investments in emerging markets or countries with
limited or developing capital markets. (See "Appendix--Foreign Investments"
and the SAI for a discussion of the risks involved in foreign investing.)

The Portfolio is also authorized to invest in debt securities of
supranational entities. A supranational entity is an entity designated or
supported by the national government of one or more countries to promote
economic reconstruction or development. Examples of supranational entities
include, among others, the World Bank, the European Investment Bank and the
Asian Development Bank. The Portfolio is further authorized to invest in
"semi-governmental securities," which are debt securities issued by entities
owned by either a national, state or equivalent government or are obligations
of one of such government jurisdictions which are not backed by its full faith
and credit and general taxing powers.

The Portfolio may invest in debt securities of any type of issuer, including
foreign and domestic corporations, the 100 largest foreign commercial banks in
terms of total assets, and other business organizations, domestic and foreign
governments and their political subdivisions, including the U.S. government,
its agencies, and authorities or instrumentalities.

The Portfolio may invest in debt securities with varying maturities. Under
current market conditions, it is expected that the dollar-weighted average
maturity of the Portfolio's debt investments will not exceed 10 years.
Generally, the average maturity of the Portfolio's debt portfolio will be
shorter when interest rates worldwide or in a particular country are expected
to rise, and longer when interest rates are expected to fall.

To protect against credit risk, the Portfolio invests primarily in high-
grade debt securities. At least 65% of the Portfolio's investments will
consist of securities rated within the three highest rating categories of S&P
(AAA, AA, A) or Moody's (Aaa, Aa or A) or if unrated, will be considered by
the Sub-Adviser to be of equivalent quality.

The Portfolio may engage in certain Strategic Transactions, which include
dollar roll transactions, reverse repurchase agreements, interest rate
transactions, options on securities and indexes, futures and options on
futures, options on foreign currencies, foreign exchange transactions and over
the counter options. (See "Appendix--Strategic Transactions".)

<PAGE>

investment restrictions and the diversification requirements imposed by the
Internal Revenue Code of 1986, as amended. U.S. Government securities which
are generally considered free of credit risk and are assured as to payment of
principal and interest if held to maturity are not subject to any investment
limitation. Since the Portfolio may invest a relatively high percentage of its
assets in a limited number of issuers, the Portfolio may be more susceptible
to any single economic, political or regulatory occurrence and to the
financial conditions of the issuers in which it invests. For these reasons, an
investment in shares of the Portfolio should not be considered to constitute a
complete investment program.

The Portfolio's net asset value per share fluctuates, depending on (i)
current worldwide market interest rates, (ii) the value of the currencies in
which the Portfolio's securities are denominated when compared to the U.S.
dollar, (iii) the success of the Sub-Adviser's currency hedging techniques,
and (iv) the creditworthiness of the issuers in which the Portfolio is
invested. In pursuing the Portfolio's investment objective, however, the Sub-
Adviser actively manages the Portfolio in an effort to minimize the effect of
such factors on the Portfolio's net asset value per share. The Sub-Adviser
allocates the Portfolio's investments among those markets, issuers and
currencies which it believes offer the most attractive combination of high
income and principal stability. In evaluating investments for the Portfolio,
the Sub-Adviser analyzes relative yields and the appreciation potential of
securities in particular markets; world interest rates and monetary trends;
economic, political and financial market conditions in different countries;
credit quality; and the relationship of individual foreign currencies to the
U.S. dollar. The Sub-Adviser also relies on internally and externally
generated financial, economic, and credit research to evaluate alternative
investment opportunities.

The Portfolio may adjust its portfolio as it deems advisable in view of
prevailing or anticipated market conditions to accomplish the Portfolio's
investment objective. For example, the Portfolio may sell portfolio securities
in anticipation of a movement in interest rates. Frequency of portfolio
turnover will not be a limiting factor if the Portfolio considers it
advantageous to purchase or sell securities. The Sub-Adviser anticipates that
the Portfolio's portfolio turnover rate generally will not exceed 300%. A
higher rate of portfolio turnover may result in correspondingly higher
portfolio transaction costs which would have to be borne directly by the Trust
and ultimately by the shareholders. The portfolio turnover rates of the
Portfolio for the periods ended December 31, 1997 and 1996 are set forth
herein under "Financial Highlights." (See also "Portfolio Turnover" in the
SAI.)

TOTAL RETURN PORTFOLIO

The primary investment objective of the Total Return Portfolio is to obtain
above-average income (compared to a portfolio entirely invested in equity
securities) consistent with the prudent employment of capital. While current
income is the primary objective, the Portfolio believes that there should also
be a reasonable opportunity for growth of capital and income, since many
securities offering a better than average yield may also possess growth
potential. Thus, in selecting securities for its portfolio, the Portfolio
considers each of these objectives. Under normal market conditions, at least
25% of the Portfolio's assets will be invested in fixed income securities and
at least 40% and no more than 75% of the Portfolio's assets will be invested
in equity securities.

INVESTMENT POLICIES AND RISKS--TOTAL RETURN PORTFOLIO

The Portfolio's policy is to invest in a broad list of securities, including
short-term obligations. The list may be diversified not only by companies and
industries, but also by type of security. Fixed income securities and equity
securities (which include: common stocks and preferred stocks; securities such
as bonds, warrants or rights that are convertible into stock; and depositary
receipts for those securities) may be held by the Portfolio. Some fixed income
securities may also have a call on common stock by means of a conversion
privilege or attached warrants. The Portfolio may vary the percentage of
assets invested in any one type of security in accordance with the Sub-
Adviser's interpretation of economic and money market conditions, fiscal and
monetary policy and underlying security values. The Portfolio's debt
investments may consist of both "investment grade" securities (rated Baa or
better by Moody's or BBB or better by S&P, Fitch or Duff & Phelps Credit
Rating Co. ("Duff")) and securities that are unrated or are in the lower
rating categories (rated Ba or lower by Moody's or BB or lower by S&P, Fitch
or Duff) (commonly known as "junk bonds") including up to 20% of its assets in

<PAGE>

nonconvertible fixed income securities that are in these lower rating
categories and comparable unrated securities. Generally, most of the
Portfolio's long-term debt investments will consist of "investment grade"
securities. See the SAI for a description of these ratings. It is not the
Portfolio's policy to rely exclusively on ratings issued by established credit
rating agencies but rather to supplement such ratings with the Sub-Adviser's
own independent and ongoing review of credit quality.

U.S. GOVERNMENT SECURITIES. The Portfolio may also invest in U.S. government
securities, including: (1) U.S. Treasury obligations, which differ only in
their interest rates, maturities and times of issuance; U.S. Treasury bills
(maturities of one year or less); U.S. Treasury notes (maturities of one to
ten years); and U.S. Treasury bonds (generally maturities of greater than ten
years), all of which are backed by the full faith and credit of the U.S.
Government; and (2) obligations issued or guaranteed by U.S. Government
agencies or instrumentalities, some of which are backed by the full faith and
credit of the U.S. Treasury, e.g., direct pass-through certificates of GNMA;
some of which are supported by the right of the issuer to borrow from the U.S.
Government, e.g., obligations of Federal Home Loan Banks; and some of which
are backed only by the credit of the issuer itself, e.g., obligations of the
Student Loan Marketing Association.

MORTGAGE PASS-THROUGH SECURITIES. The Portfolio may invest in mortgage pass-
through securities. Mortgage pass-through securities are securities
representing interests in "pools" of mortgage loans. Monthly payments of
interest and principal by the individual borrowers on mortgages are passed
through to the holders of the securities (net of fees paid to the issuer or
guarantor of the securities) as the mortgages in the underlying mortgage pools
are paid off. Payment of principal and interest on some mortgage pass-through
securities (but not the market value of the securities themselves) may be
guaranteed by the full faith and credit of the U.S. government (in the case of
securities guaranteed by GNMA); or guaranteed by U.S. government-sponsored
corporations (such as FNMA or FHLMC, which are supported only by the
discretionary authority of the U.S. government to purchase the agency's
obligations). Mortgage pass-through securities may also be issued by non-
governmental issuers (such as commercial banks, savings and loan institutions,
private mortgage insurance companies, mortgage bankers and other secondary
market issuers). See the Appendix for a further discussion of these
securities.

ZERO COUPON BONDS, DEFERRED INTEREST BONDS AND PIK BONDS. Fixed income
securities that the Portfolio may invest in also include zero coupon bonds,
deferred interest bonds and bonds on which the interest is payable in kind
("PIK bonds"). Zero coupon and deferred interest bonds are debt obligations
which are issued or purchased at a significant discount from face value. The
discount approximates the total amount of interest the bonds will accrue and
compound over the period until maturity or the first interest payment date at
a rate of interest reflecting the market rate of the security at the time of
issuance. While zero coupon bonds do not require the periodic payment of
interest, deferred interest bonds provide that the issuer thereof may, at its
option, pay interest on such bonds in cash or in the form of additional debt
obligations. Such investments benefit the issuer by mitigating its need for
cash to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of such cash. Such investments may
experience greater volatility in market value due to changes in interest rates
than debt obligations which make regular payments of interest. The 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 to satisfy the Portfolio's distribution obligations.

AMERICAN DEPOSITARY RECEIPTS. The Portfolio may invest in ADRs which are
certificates issued by a U.S. depository (usually a bank), that represent a
specified quantity of shares of an underlying non-U.S. stock on deposit with a
custodian bank as collateral. Although ADRs are issued by a U.S. depository,
they are subject to many of the risks of foreign securities such as changes in
exchange rates and more limited information about foreign issuers.

The Portfolio may invest up to 20% (and generally expects to invest between
5% and 20%) of its net assets in foreign securities (including investments in
emerging markets or countries with limited or developing capital markets) (not
including ADRs). Investing in securities of foreign issuers generally involves
risks not ordinarily associated with investing in securities of domestic
issuers. (See "Appendix--Foreign Investments" and the SAI for a discussion of
the risks involved in foreign investing.)

36
<PAGE>

In order to protect the value of the Portfolio's investments from interest
rate fluctuations, the Portfolio may enter into various hedging transactions,
such as interest rate swaps, and the purchase or sale of interest rate caps,
floors and collars. (See the SAI for information relating to these
transactions including related risks.)

The Portfolio may also purchase securities that are not registered under the
1933 Act ("restricted securities"), including those that can be offered and
sold to "qualified institutional buyers" under Rule 144A under the 1933 Act
("Rule 144A securities"). The Trust's Board of Trustees confirms based upon
information and recommendations provided by the Sub-Adviser that a specific
Rule 144A security is liquid and thus not subject to the Portfolio's
limitation on investing not more than 15% of its net assets in illiquid
investments. The Board of Trustees has adopted guidelines and delegated to the
Sub-Adviser the daily function of determining and monitoring the liquidity of
Rule 144A securities. The Board, however, will retain sufficient oversight and
be ultimately responsible for the determinations. This investment practice
could have the effect of decreasing the level of liquidity in a Portfolio to
the extent that qualified institutional buyers become for a time uninterested
in purchasing Rule 144A securities held in the investment portfolio. Subject
to the Portfolio's 15% limitation on investments in illiquid investments and
subject to the diversification requirements of the Code, the Portfolio may
also invest in restricted securities that may not be sold under Rule 144A,
which presents certain risks. As a result, the Portfolio might not be able to
sell these securities when the Sub-Adviser wishes to do so, or might have to
sell them at less than fair value. In addition, market quotations are less
readily available. Therefore, judgment may at times play a greater role in
valuing these securities than in the case of unrestricted securities.

While it is not generally the Portfolio's policy to invest or trade for
short-term profits, the Portfolio may dispose of a portfolio security whenever
the Sub-Adviser is of the opinion that such security no longer has an
appropriate appreciation potential or when another security appears to offer
relatively greater appreciation potential. Portfolio changes are made without
regard to the length of time a security has been held, or whether a sale would
result in a profit or loss. Therefore, the rate of portfolio turnover is not a
limiting factor when a change in the portfolio is otherwise appropriate.
Because the Portfolio is expected to have a portfolio turnover rate of over
100%, transaction costs incurred by the Portfolio and the realized capital
gains and losses of the Portfolio may be greater than that of a portfolio with
a lesser turnover rate. The portfolio turnover rates of the Portfolio for the
periods ended December 31, 1997 and 1996 are set forth herein under "Financial
Highlights." (See also "Portfolio Turnover" in the SAI.)

ADDITIONAL PORTFOLIO INVESTMENTS AND TRANSACTIONS. The Portfolio may enter
into repurchase agreements to earn additional income on available cash or as a
temporary defensive measure. The Portfolio may seek to increase its income by
lending portfolio securities. The Portfolio may purchase securities on a "when
issued" or on a "delayed delivery" basis, which means that the securities will
be delivered to the Portfolio at a future date usually beyond customary
settlement time.

The Portfolio may invest in indexed securities whose value is linked to
foreign currencies, indexes, or other financial indicators. The Portfolio may
enter into mortgage "dollar roll" transactions with selected banks and broker-
dealers. The Portfolio may invest a portion of its assets in loan
participations and other direct indebtedness.

All of the Portfolio investments and transactions described in this section
are described in greater detail in the Appendix and the SAI.

GROWTH & INCOME PORTFOLIO

The investment objective of the Growth & Income Portfolio is long-term total
return. The Portfolio will pursue this objective primarily by investing in
equity and debt securities, focusing on small- and mid-cap companies that
offer the potential for capital appreciation, current income, or both.

37
<PAGE>

The Portfolio will normally invest the majority of its assets in common and
preferred stocks, convertible securities, bonds, and notes. Although the
Portfolio will focus on companies with market capitalizations of up to $3
billion, the Portfolio intends to remain flexible and may invest in securities
of larger companies. The Portfolio may also engage in short sales of
securities it expects to decline in price.

INVESTMENT POLICIES AND RISKS--GROWTH & INCOME PORTFOLIO

Small- and mid-cap companies may present greater opportunities for
investment return, but may also involve greater risks. They may have limited
product lines, markets, or financial resources, or may depend on a limited
management group. Their securities may trade less frequently and in limited
volume. As a result, the prices of these securities may fluctuate more than
prices of securities of larger, widely traded companies. See "Appendix--Small
Companies."

The Portfolio may invest in securities principally traded in foreign markets
and may buy or sell foreign currencies and options and futures contracts on
foreign currencies for hedging purposes in connection with its foreign
investments. The Portfolio also may at times invest a substantial portion of
its assets in securities of issuers in developing countries. The Portfolio may
at times invest a substantial portion of its assets in securities traded in
the over-the-counter markets in such countries and not on any exchange, which
may affect the liquidity of the investment and expose the Portfolio to the
credit risk of its counterparties in trading those investments.

The Portfolio may invest without limit in debt securities and other fixed-
income securities. The Portfolio may invest in lower-quality, high yielding
debt securities. Lower-rated debt securities (commonly called "junk bonds")
are considered to be of poor standing and predominantly speculative. Such
investments involve certain risks. See "Appendix--Lower Rated Securities" and
the SAI for a discussion of the risks involved in investing in lower-rated
securities.

38
<PAGE>

The length of time a Portfolio has held a particular security is not
generally a consideration in investment decisions. The investment policies of
a Portfolio may lead to frequent changes in the Portfolio's investments,
particularly in periods of volatile market movements. A change in the
securities held by a Portfolio is known as "portfolio turnover." Portfolio
turnover generally involves some expense to a Portfolio, including brokerage
commissions or dealer markups and other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. The Portfolio's turnover rate for the
period ended December 31, 1997 and 1996 were 227% and 115%, respectively. (See
also "Portfolio Turnover" in the SAI.)

MANAGEMENT OF THE TRUST

INVESTMENT ADVISER

Under an Investment Advisory Agreement dated October 1, 1994, Directed
Services, Inc., 1001 Jefferson Street, Suite 400, Wilmington, DE 19801 (the
"Adviser"), an affiliate of Equitable Investment Services, Inc., the original
adviser to the Trust, manages the business and affairs of the Portfolios and
the Trust subject to the control of the Trustees.

Under the Investment Advisory Agreement, the Adviser is obligated to
formulate a continuing program for the investment of the assets of each
Portfolio of the Trust in a manner consistent with each Portfolio's investment
objectives, policies and restrictions and to determine from time to time
securities to be purchased, sold, retained or lent by the Trust and implement
those decisions. The Investment Advisory Agreement also provides that the

39
<PAGE>

Adviser shall manage the Trust's business and affairs and shall provide such
services required for effective administration of the Trust as are now
provided by employees or other agents engaged by the Trust. The Investment
Advisory Agreement further provides that the Adviser shall furnish the Trust
with office space and necessary personnel, pay ordinary office expenses, pay
all executive salaries of the Trust and furnish, without expense to the Trust,
the services of such members of its organization as may be duly elected
officers or Trustees of the Trust. The Investment Advisory Agreement provides
that Adviser may retain sub-advisers, at the Adviser's own cost and expense,
for the purpose of making investment recommendations and research information
available to the Trust.

The Adviser retains sub-advisers for each of the Portfolios to perform the
portfolio management function.

As full compensation for its services under the Investment Advisory
Agreement, the Trust pays the Adviser a monthly fee at the following annual
rates shown in the table below based on the average daily net assets of each
Portfolio.

<TABLE>
<CAPTION>
ADVISORY FEE
PORTFOLIO (ANNUAL RATE BASED ON AVERAGE DAILY
NET ASSETS OF EACH PORTFOLIO)
-------------------------- -----------------------------------------
<C> <S>
Advantage .50% of first $100 million
.35% of average net assets over and above
$100 million
Growth & Income .95% of first $200 million
.75% of average net assets over and above
$200 million
International Fixed Income .85% of first $200 million
.75% of next $300 million
.60% of next $500 million
.55% of next $1 billion
.40% of average net assets over and above
$2 billion
Money Market .375% of first $50 million
.35% of average net assets over and above
$50 million
Mortgage-Backed Securities .75% of first $200 million
.65% of next $300 million
.55% of next $500 million
.50% of next $1 billion
.40% of average net assets over and above
$2 billion
OTC .80% of first $300 million
.55% of average net assets over and above
$300 million
Research .80% of first $300 million
.55% of average net assets over and above
$300 million
Total Return .80% of first $300 million
.55% of average net assets over and above
$300 million
Value + Growth .95% of first $500 million
.75% of average net assets over and above
$500 million
</TABLE>

EXPENSES OF THE TRUST

The organizational expenses of the Trust are being amortized on a straight-
line basis over a period of five years (beginning with the commencement of
operations). If any of the initial shares (purchased by Equitable Life
Insurance Company of Iowa through its contribution of the initial "seed money"
to the Trust totaling $10,000 per Portfolio) are redeemed during the
amortization period by the holder thereof, the redemption proceeds will be
reduced by any unamortized organizational expenses in the same proportion as
the number of initial shares being redeemed bears to the number of initial
shares outstanding at the time of the redemption.

SUB-ADVISERS

In accordance with a Portfolio's investment objective and policies and under
the supervision of Adviser and the Trust's Board of Trustees, a Portfolio's
Sub-Adviser is responsible for the day to day investment management of the
Portfolio, makes investment decisions for the Portfolio and places orders on
behalf of the Portfolio to

40
<PAGE>

effect the investment decisions made as provided in separate Sub-Advisory
Agreements among each Sub-Adviser, the Adviser and the Trust. The following
organizations act as Sub-Advisers to the Portfolios:

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS"), 500 Boylston Street,
Boston, Massachusetts 02116, is the Sub-Adviser for the OTC Portfolio, the
Research Portfolio and the Total Return Portfolio of the Trust.

MFS is America's oldest mutual fund organization. MFS and its predecessor
organizations have a history of money management dating from 1924 and the
founding of the first mutual fund in the United States, Massachusetts
Investors Trust. Net assets under the management of the MFS organization were
approximately $70.2 billion on behalf of approximately 2.7 million investor
accounts as of December 31, 1997. As of such date, the MFS organization
managed approximately $45.7 billion of assets in equity securities and $24.5
billion of assets in fixed income securities. MFS is a subsidiary of Sun Life
Assurance Company of Canada (U.S.) which in turn is a wholly-owned subsidiary
of Sun Life Assurance Company of Canada ("Sun Life"). The Directors of MFS are
Jeffrey L. Shames, Arnold D. Scott, John D. McNeil and Donald R. Stewart. Mr.
Shames is the President and Mr. Scott is the Secretary and a Senior Executive
Vice President of MFS. Messrs. McNeil and Stewart are the Chairman and the
President, respectively, of Sun Life. Sun Life, a mutual life insurance
company, is one of the largest international life insurance companies and has
been operating in the U.S. since 1895, establishing a headquarters office in
the U.S. in 1973. The executive officers of MFS report to the Chairman of Sun
Life.

Kevin R. Parke is the portfolio manager for the Research Portfolio. Mr.
Parke oversees the selection of portfolio securities made by various equity
research analysts employed by MFS. Mr. Parke is a Senior Vice President--
Investments of MFS and has been employed as a portfolio manager by MFS since
1985.

David M. Calabro heads a team of portfolio managers of MFS for the Total
Return Portfolio. Mr. Calabro is a Vice President--Investments of MFS and
manages the equity portion of the portfolio along with Judith N. Lamb, a Vice
President--Investments of MFS, Lisa B. Nurme, a Vice President--Investments of
MFS and Maura Shaughnessy, a Vice President--Investments of MFS. Geoffrey L.
Kurinsky, a Senior Vice President--Investment manages the fixed income portion
of the portfolio and has been employed as a portfolio manager by MFS since
1987. Mr. Calabro has been employed as a portfolio manager by MFS since 1992.
Ms. Lamb has been employed as a portfolio manager by MFS since 1992. Ms. Nurme
has been employed as a portfolio manager by MFS since 1987. Ms. Shaughnessy
has been employed as a portfolio manager by MFS since 1991.

John W. Ballen and Mark Regan are the portfolio managers for the OTC
Portfolio. Mr. Ballen is a Senior Vice President--Investments and the Chief
Equity Officer at MFS and has been employed by MFS since 1984. Mr. Regan is a
Vice President--Investments at MFS and has been employed as a portfolio
manager by MFS since 1989.

Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to MFS,
as full compensation for services rendered under the Sub-Advisory Agreement
with respect to the OTC, Research and Total Return Portfolios, the following
annual fees:

<TABLE>
<C> <S>
OTC Portfolio .40% of first $300 million
.25% of average net assets over and above
$300 million
Research Portfolio .40% of first $300 million
.25% of average net assets over and above
$300 million
Total Return Portfolio .40% of first $300 million
.25% of average net assets over and above
$300 million
</TABLE>

BARING INTERNATIONAL INVESTMENT LIMITED ("BIIL"), 155 Bishopsgate London, is
the Sub-Adviser for the International Fixed Income Portfolio. BIIL is
registered under the Investment Advisor's Act of 1940 and provides investment
management services. BIIL is a wholly owned subsidiary of Baring Asset
Management Holdings Limited ("BAMHL"). BAHML, a company registered in England
and Wales, is the parent of the world-wide

41
<PAGE>

group of investment management companies that operate under the collective
name Baring Asset Management ("BAM"). BAMHL is a wholly owned indirect
subsidiary of ING Groep, N.V., a publicly traded company based in the
Netherlands with worldwide insurance and banking subsidiaries.

BAM provides global investment management services and maintains major
investment offices in Boston, London, Hong Kong and Tokyo, and together with
its predecessor corporation was founded in 1762. BAM provides advisory
services to institutional investors, offshore investment companies, insurance
companies and private clients. As of December 31, 1997, BAM managed
approximately $36.1 billion of assets.

The International Fixed Income Portfolio will be managed by Paul Thursby.
Mr. Thursby has been an investment professional with BIIL since 1991 and has
18 years of investment experience. He is a specialist in the Japanese domestic
bond market and lived in Japan for two years while working for Prudential
Bache. He has recently been recognized by Micropal for his outstanding
management of fixed income funds. He is a senior member of the Fixed Income
and Currency Team and sits on the Fixed Income Strategy Group. His
specialization is the construction of diversified portfolios on behalf of
U.S., U.K. and Japanese clients.

Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to
BIIL, as full compensation for services rendered under the Sub-Advisory
Agreement with respect to the International Fixed Income Portfolio, the
following annual fees:

<TABLE>
<C> <S>
International Fixed Income Portfolio .45% of first $200 million
.40% of next $300 million
.30% of next $500 million
.25% of next $1 billion
.10% of average net assets over and
above $2 billion
</TABLE>

ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. ("RSIM, L.P."),
555 California Street, San Francisco, CA 94104, is the Sub-Adviser for the
Growth & Income and Value + Growth Portfolios of the Trust. RSIM, L.P., a
California limited partnership, was formed in 1993 and is registered as an
investment adviser with the Securities and Exchange Commission. The general
partner of RSIM, L.P. is Robertson, Stephens & Company, Inc. RSIM, L.P. is
affiliated with BancAmerica Robertson, Stephens, a major investment banking
firm specializing in emerging growth companies that has developed substantial
investment research, underwriting, and venture capital expertise. RSIM, L.P.,
and its affiliates have in excess of $4.5 billion under management in public
and private investment funds. BankAmerica may be deemed to be control persons
of RSIM, L.P.

Ronald E. Elijah joined RSIM, L.P. in 1992 and is the portfolio manager for
the Value + Growth Portfolio. From August 1985 to January, 1990, Mr. Elijah
was a securities analyst for Robertson, Stephens & Company, LLC (now
BancAmerica Robertson Stephens) From January 1990 to January 1992, Mr. Elijah
was an analyst and portfolio manager for Water Street Capital, which managed
short selling investment funds.

John L. Wallace is the portfolio manager for the Growth & Income Portfolio.
Prior to joining RSIM, L.P., Mr. Wallace was Vice President of Oppenheimer
Management Corp., where he was portfolio manager of the Oppenheimer Main
Street Income and Growth Fund.

Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to
Robertson, Stephens & Company Investment Management, L.P., as full
compensation for services rendered under the Agreement with respect to the
Growth & Income and Value + Growth Portfolios the following annual fees:

<TABLE>
<C> <S>
Growth & Income Portfolio .55% of first $200 million
.45% of average net assets over and above
$200 million
Value + Growth Portfolio .55% of first $500 million
.45% of average net assets over and above
$500 million
</TABLE>

42
<PAGE>

ADVISORY SERVICES PROVIDED BY AN AFFILIATE

The Adviser has delegated to an affiliate the day to day investment
management duties for the Advantage, Money Market and the Mortgage-Backed
Securities Portfolios.

ING INVESTMENT MANAGEMENT, LLC ("IIM LLC"), 5780 Powers Ferry Road, N.W.
Suite 300, Atlanta, Georgia 30327 is responsible for the day to day investment
management of the Portfolios, makes investment decisions for the Portfolios
and places orders on behalf of the Portfolio to effect the investment
decisions made.

IIM LLC is a limited liability corporation which was incorporated in
Delaware and is engaged in the business of providing investment advice to
affiliated insurance companies possessing portfolios which, as of March 31,
1997, were valued at $10 billion. IIM LLC is a wholly owned subsidiary of ING
Groep, N.V. and is affiliated with DSI. IIM LLC is also the portfolio manager
to Series of The GCG Trust, a registered investment company that serves as the
investment vehicle to variable annuity contracts issued by Golden American
Life Insurance Company and Equitable Life Insurance Company of Iowa.

Robert F. Bowman has served as the Senior Portfolio Manager responsible for
the day-to-day management of the Advantage Portfolio, Money Market Portfolio
and the Mortgage-Backed Securities Portfolio since their inception. Mr. Bowman
has been employed by IIM LLC as a Managing Director since January 2, 1998.
Prior to that he served as the Portfolios' Sub-Adviser Manager while working
for Equitable Investment Services, Inc. ("EISI"). He joined EISI as Executive
Vice President in 1986, and has over 18 years of direct investment experience.

SALES AND REDEMPTIONS

The separate accounts of the Life Companies place orders to purchase and
redeem shares of each Portfolio based on, among other things, the amount of
premium payments to be invested and surrender and transfer requests to be
effected on that day pursuant to the Variable Contracts issued by the Life
Companies. Orders received by the Trust are effected on days on which the New
York Stock Exchange is open for trading, at the net asset value per share next
determined after receipt of the order, except that, in the case of the Money
Market Portfolio, purchases will not be effected until the next determination
of net asset value after federal funds have been made available to the Trust.
For orders received before 4:00 p.m. New York time, such purchases and
redemptions of shares of each Portfolio are effected at the respective net
asset values per share determined as of 4:00 p.m. New York time on that day.
See "Net Asset Value," below and "Determination of Net Asset Value" in the
Trust's SAI. Payment for redemptions will be made within seven days after
receipt of a redemption request in good order. No fee is charged the separate
accounts of the Life Companies when they redeem Portfolio shares. The Trust
may suspend the sale of shares at any time and may refuse any order to
purchase shares.

The Trust may suspend the right of redemption of shares of any Portfolio and
may postpone payment for any period: (i) during which the New York Stock
Exchange is closed other than for customary weekend and holiday closings or
during which trading on the New York Stock Exchange is restricted; (ii) when
the Securities and Exchange Commission determines that a state of emergency
exists which makes the sale of portfolio securities or the determination of
net asset value not reasonably practicable; (iii) as the Securities and
Exchange Commission may by order permit for the protection of the security
holders of the Trust; or (iv) at any time when the Trust may, under applicable
laws and regulations, suspend payment on the redemption of its shares.

NET ASSET VALUE

Each Portfolio calculates the net asset value of a share by dividing the
total value of its assets, less liabilities, by the number of shares
outstanding. Shares are valued as of 4:00 p.m. New York time on each day the
New York Stock Exchange is open.

The Money Market Portfolio's securities are valued at their amortized cost,
which does not take into account unrealized gains or losses on securities.
This method involves initially valuing an instrument at its cost and

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thereafter assuming a constant amortization to maturity of any premium paid or
discount received. For a more complete description of amortized cost
valuation, see "Determination of Net Asset Value" in the SAI.

Because foreign securities are quoted in foreign currencies which will be
translated into U.S. dollars at the New York cable transfer rates or at such
other rates as the Trustees may determine in computing net asset value,
fluctuations in the value of such currencies in relation to the U.S. dollar
will affect the net asset value of shares of a Portfolio investing in foreign
securities even though there has not been any change in the local currency
values of such securities.

PERFORMANCE INFORMATION

Money Market Portfolio: From time to time, the Money Market Portfolio's
annualized "yield" and "effective yield" may be presented in advertisements
and sales literature. These yield figures are based on historical earnings and
are not intended to indicate future performance. The "yield" of the Money
Market Portfolio refers to the income generated by an investment in the shares
of that Portfolio over a seven-day period (which period will be stated in the
advertisement). This income is then "annualized." That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when
annualized, the income earned by an investment in the shares of the Money
Market Portfolio is assumed to be reinvested. The "effective yield" will be
slightly higher than the "yield" because of the compounding effect of this
assumed reinvestment. For more information regarding the computation of
"yield" and "effective yield", see "Performance Information" in the SAI.

Other Portfolios: Performance information for each of the other Portfolios
may also be presented from time to time in advertisements and sales
literature. The Portfolios may advertise several types of performance
information. These are the "yield," "average annual total return" and
"aggregate total return". Each of these figures is based upon historical
results and is not necessarily representative of the future performance of any
Portfolio.

The yield of a Portfolio's shares is determined by annualizing net
investment income earned per share for a stated period (normally one month or
thirty days) and dividing the result by the net asset value per share at the
end of the valuation period. The average annual total return and aggregate
total return figures measure both the net investment income generated by, and
the effect of any realized or unrealized appreciation or depreciation of the
underlying investments in, the Portfolio's portfolio for the period in
question, assuming the reinvestment of all dividends. Thus, these figures
reflect the change in the value of an investment in a Portfolio's shares
during a specified period. Average annual total return will be quoted for at
least the one, five and ten year periods ending on a recent calendar quarter
(or if such periods have not yet elapsed, at the end of a shorter period
corresponding to the life of the Portfolio). Average annual total return
figures are annualized and, therefore, represent the average annual percentage
change over the period in question. Total return figures are not annualized
and represent the aggregate percentage or dollar value change over the period
in question. For more information regarding the computation of yield, average
annual total return and aggregate total return, see "Performance Information"
in the SAI.

Any Portfolio performance information presented will also include
performance information for the separate accounts of the Life Companies
investing in the Trust which will take into account insurance-related charges
and expenses under such insurance policies and contracts.

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statistical computation performed by publications and services, and are not
necessarily indications of future performance. Because the Portfolios are
managed investment vehicles investing in a wide variety of securities, the
securities owned by a Portfolio will not match those making up an index.

TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

Each Portfolio of the Trust intends to qualify and elect to be treated as a
regulated investment company that is taxed under the rules of Subchapter M of
the Internal Revenue Code. As such an electing regulated investment company, a
Portfolio will not be subject to federal income tax on its net ordinary income
and net realized capital gains to the extent such income and gains are
distributed to the separate accounts of the Life Companies which hold its
shares.

To comply with regulations under Section 817(h) of the Code, each Series of
the Trust generally will be required to diversify its investments so that on
the last day of each quarter of a calendar year, no more than 55% of the value
of its assets is represented by any one investment, no more than 70% is
represented by any two investments, no more than 80% is represented by any
three investments, and no more than 90% is represented by any four
investments. For additional information on the application of the asset
diversification requirements under Code Section 817(h), and the asset
diversification requirements applicable to regulated investment companies,
potential investors in the Market Manager Series should see "Federal Income
Tax Status" in the Market Manager Series' Prospectus.

Generally, securities of a single issuer are treated as one investment and
obligations of each U.S. Government agency and instrumentality (such as the
Government National Mortgage Association) are treated for purposes of Section
817(h) as issued by separate issuers.

In connection with the issuance of the diversification regulations, the
Treasury Department announced that it would issue future regulations or
rulings addressing the circumstances in which a variable contract owner's
control of the investments of a separate account may cause the contract owner,
rather than the insurance company, to be treated as the owner of the assets
held by the separate account. If the variable contract owner is considered the
owner of the securities underlying the separate account, income and gains
produced by those securities would be included currently in the contract
owner's gross income. Among the areas in which Treasury has indicated
informally that it is concerned that there may be too much contract owner
control is where a mutual fund (or portfolio) underlying a separate account
invests solely in securities issued by companies in a specific industry.

These future rules and regulations proscribing investment control may
adversely affect the ability of certain Portfolios of the Trust to operate as
described in this Prospectus. There is, however, no certainty as to what
standards, if any, Treasury will ultimately adopt.

In the event that unfavorable rules, regulations or positions are adopted,
there can be no assurance that the Portfolios will be able to operate as
currently described in the Prospectus, or that a Portfolio will not have to
change its investment objective or objectives, investment policies, or
investment restrictions. While a Portfolio's investment objective is
fundamental and may be changed only by a vote of a majority of its outstanding
shares, the Trustees have reserved the right to modify the investment policies
of a Portfolio as necessary to prevent any such prospective rules, regulations
and positions from causing the Variable Contract Owners to be considered the
owners of the assets underlying the Separate Accounts.

The requirements applicable to a Portfolio's qualification as a regulated
investment company and its compliance with the diversification test under Code
Section 817(h) may limit the extent to which a Portfolio will be able to
engage in transactions in options, futures contracts or forward contracts,
investments in precious metals, and in short sales.

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For further information concerning federal income tax consequences for the
holders of the Variable Contracts of the Life Companies, investors should
consult the prospectus used in connection with the issuance of their Variable
Contracts.

The Money Market Portfolio will declare a dividend of its net ordinary
income daily and distribute such dividend monthly. The Money Market Portfolio
does not anticipate that it will normally realize any long-term capital gains
with respect to its portfolio securities. Distributions will be made shortly
after the first business day of each month following declaration of the
dividend. Each of the other Portfolios will declare and distribute dividends
from net ordinary income at least annually and will distribute its net
realized capital gains, if any, at least annually. Distributions of ordinary
income and capital gains will be made in shares of such Portfolios unless an
election is made on behalf of a separate account to receive distributions in
cash. The Life Companies will be informed at least annually about the amount
and character of distributions from the Trust for federal income tax purposes.

YEAR 2000

Based on a study of its computer software systems and hardware, the Adviser
and an affiliate, Golden American Life Insurance Company ("Golden American"),
have determined their exposure to the Year 2000 change of the century date
issue. Some of these systems support certain trust operations. The Adviser
believes its and Golden American's systems are or will be substantially
compliant by Year 2000 and has engaged external consultants to validate this
assumption. The Adviser is in contact with the Trust's Sub-Advisers and third
party vendors to ensure that their systems will be compliant by Year 2000. To
the extent any of these Sub-Advisers and third parties would be unable to
transact business in the Year 2000 and thereafter, the Trust's operations
could be adversely affected.

ADDITIONAL INFORMATION

The Trust was established as a Massachusetts business trust under the laws
of Massachusetts by a Declaration of Trust dated May 11, 1994 (the
"Declaration of Trust"). Under Massachusetts law, shareholders of such a trust
may, under certain circumstances, be held personally liable as partners for
the obligations of the trust. The Declaration of Trust contains an express
disclaimer of shareholder liability in connection with Trust property or the
acts, obligations, or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of a Portfolio's property of any shareholder
of that Portfolio held personally liable for the claims and liabilities to
which a shareholder may become subject by reason of being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the
Portfolio itself would be unable to meet its obligations. A copy of the
Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts.

The Trust has an unlimited authorized number of shares of beneficial
interest. Shares of the Trust are entitled to one vote per share (with
proportional voting for fractional shares) and are freely transferable, and,
in liquidation of a Portfolio, shareholders of the Portfolio are entitled to
receive pro rata the net assets of the Portfolio. Although no Portfolio is
required to hold annual meetings of its shareholders, shareholders have the
right to call a meeting to elect or remove Trustees or to take other actions
as provided in the Declaration of Trust. Shareholders have no preemptive
rights. The Trust's custodian, transfer and dividend-paying agent is State
Street Bank and Trust Company.

To mitigate the possibility that a Portfolio will be adversely affected by
personal trading of employees, the Trust, the Adviser and the Sub-Advisers
have adopted policies that restrict securities trading in personal accounts of
the portfolio managers and others who normally come into possession of
information on portfolio transactions. These policies comply, in all material
respects, with the recommendations of the Investment Company Institute.

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APPENDIX

SECURITIES AND INVESTMENT PRACTICES

In attempting to achieve its investment objective or policies each Portfolio
employs a variety of instruments, strategies and techniques, which are
described in greater detail below. Risks and restrictions associated with
these practices are also described. Policies and limitations are considered at
the time a security or instrument is purchased or a practice initiated.
Generally, securities need not be sold if subsequent changes in market value
result in applicable limitations not being met.

A Portfolio might not buy all of these securities or use all of these
techniques to the full extent permitted unless the Adviser or the Sub-Adviser,
subject to oversight by Adviser, believes that doing so will help the
Portfolio achieve its goal. As a shareholder, you will receive Portfolio
reports every six months detailing the Trust's holdings and describing recent
investment practices.

The investment guidelines set forth below may be changed at any time without
shareholder consent by vote of the Board of Trustees of the Trust. A complete
list of investment restrictions that identifies additional restrictions that
cannot be changed without the approval of a majority of an affected
Portfolio's outstanding shares is contained in the SAI.

AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS

Certain of the Portfolios may invest in securities of foreign issuers
directly or in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") or other similar securities representing
securities of foreign issuers. These securities may not necessarily be
denominated in the same currency as the securities they represent. ADRs are
receipts typically issued by a United States bank or trust company evidencing
beneficial ownership of the underlying foreign securities. EDRs are receipts
issued by a European financial institution evidencing a similar arrangement.
Generally, ADRs, in registered form, are designed for use in the United States
securities markets, and EDRs, in bearer form, are designed for use in European
securities markets.

ASSET-BACKED SECURITIES

Certain of the Portfolios may purchase asset-backed securities, which
represent a participation in, or are secured by and payable from, a stream of
payments generated by particular assets, most often a pool of assets similar
to one another. Assets generating such payments may include motor vehicle
installment purchase obligations, credit card receivables and home equity
loans.

BANK OBLIGATIONS

All of the Portfolios may invest in Bank Obligations, which include
certificates of deposit, time deposits and bankers' acceptances of U.S.
commercial banks or savings and loan institutions which are determined by the
Adviser or the Sub-Advisers to present minimal credit risks. Certain of the
Portfolios may invest in foreign-currency denominated Bank Obligations,
including Euro-currency instruments and securities of U.S. and foreign banks
and thrifts.

Where a Portfolio invests at least 25% of its assets in Bank Obligations,
the Portfolio's investments may be subject to greater risk than a Portfolio
that does not concentrate in the banking industry. In particular, Bank
Obligations may be subject to the risks associated with interest rate
volatility, changes in federal and state laws and regulations governing
banking and the inability of borrowers to pay principal and interest when due.
In addition, foreign banks present the risks of investing in foreign
securities generally and are not subject to reserve requirements and other
regulations comparable to those of U.S. Banks.

BORROWING

Each of the Portfolios may borrow money (up to 33 1/3% of its assets) for
temporary or emergency purposes. In addition, the Money Market Portfolio may
borrow to facilitate redemptions. The Mortgage-Backed Securities Portfolio and
the International Fixed Income Portfolio may also borrow to enhance income. If
a Portfolio borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If the Portfolio makes additional
investments while borrowings are outstanding, this may be construed as a form
of leverage.

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the proceeds of borrowings exceed the cost of the arrangements, the
Portfolio's earnings or net asset value will increase faster than would be the
case otherwise. Conversely, if the income and gains fail to exceed the costs,
earnings or net asset value will decline faster than would otherwise be the
case.

BRADY BONDS

Certain Portfolios of the Trust may invest in Brady Bonds, which are
securities created through the exchange of existing commercial bank loans to
public and private entities in certain emerging markets for new bonds in
connection with debt restructurings under a debt restructuring plan introduced
by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady
Plan"). Brady Plan debt restructurings have been implemented to date in
Argentina, Brazil, Bulgaria, Costa Rica, Ecuador, Mexico, Nigeria, the
Philippines, Poland, Uruguay, and Venezuela. Brady Bonds have been issued only
recently, and for that reason do not have a long payment history. Brady Bonds
may be collateralized or uncollateralized, are issued in various currencies
(but primarily the U.S. dollar) and are actively traded in over-the-counter
secondary markets. U.S. dollar denominated, collateralized Brady Bonds, which
may be fixed rate bonds or floating-rate bonds, are generally collateralized
in full as to principal by U.S. Treasury zero coupon bonds having the same
maturity as the bonds. Brady Bonds are often viewed as having three or four
valuation components: the collateralized repayment of principal at final
maturity; the collateralized interest payments; the uncollateralized interest
payments; and any uncollateralized repayment of principal at maturity (these
uncollateralized amounts constituting the "residual risk"). In light of the
residual risk of Brady Bonds and the history of defaults of countries issuing
Brady Bonds with respect to commercial bank loans by public and private
entities, investments in Brady Bonds may be viewed as speculative.

COMMON STOCK AND OTHER EQUITY SECURITIES

Common Stocks represent an equity (ownership) interest in a corporation.
This ownership interest generally gives a Portfolio the right to vote on
measures affecting the company's organization and operations.

Certain of the Portfolios may also buy securities such as convertible debt,
preferred stock, warrants or other securities exchangeable for shares of
Common Stock. In selecting equity investments for a Portfolio, the Adviser or
Sub-Adviser will generally invest the Portfolio's assets in industries and
companies that it believes are experiencing favorable demand for their
products and services and which operate in a favorable competitive and
regulatory climate.

The Portfolios' investments in common stocks and other equity securities are
subject to stock market risk, which is the risk that the value of the equity
securities the Portfolios hold may decline over short or even extended
periods. Equity securities also are subject to risk that the value of a
particular issuer's securities will decline, even during periods when equity
securities traded in the stock market in general are rising.

CONVERTIBLE SECURITIES

A convertible security is a security that may be converted either at a
stated price or rate within a specified period of time into a specified number
of shares of common stock. By investing in Convertible Securities, a Portfolio
seeks the opportunity, through the conversion feature, to participate in the
capital appreciation of the common stock into which the securities are
convertible, while earning a higher fixed rate of return than is available in
common stocks.

CURRENCY MANAGEMENT

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a weakening in the U.S. dollar relative to the foreign currencies underlying a
Portfolio's investments should help increase the net asset value of the
Portfolio. Conversely, a strengthening in the U.S. dollar versus the foreign
currencies in which a Portfolio's securities are denominated will generally
lower the net asset value of the Portfolio. Each Portfolio's Adviser or Sub-
Adviser attempts to minimize exchange rate risk through active portfolio
management, including hedging currency exposure through the use of futures,
options and forward currency transactions and attempting to identify bond
markets with strong or stable currencies. There can be no assurance that such
hedging will be successful and such transactions, if unsuccessful, could
result in additional losses or expenses to a Portfolio.

DOLLAR ROLL TRANSACTIONS

Certain Portfolios seeking a high level of current income may enter into
dollar rolls or "covered rolls" in which the Portfolio sells securities
(usually Mortgage-Backed Securities) and simultaneously contracts to purchase,
typically in 30 to 60 days, substantially similar, but not identical
securities, on a specified future date. The proceeds of the initial sale of
securities in the Dollar Roll Transactions may be used to purchase long-term
securities which will be held during the roll period. During the roll period,
the Portfolio forgoes principal and interest paid on the securities sold at
the beginning of the roll period. The Portfolio is compensated by the
difference between the current sales price and the 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 "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or
cash equivalent securities position that matures on or before the forward
settlement date of the dollar roll transaction. As used herein the term
"dollar roll" refers to dollar rolls that are not "covered rolls." At the end
of the roll commitment period, the Portfolio may or may not take delivery of
the securities the Portfolio has contracted to purchase.

The Portfolio will establish a segregated account with its custodian in
which it will maintain cash, U.S. Government Securities or other liquid high-
grade debt obligations equal in value at all times to its obligations in
respect of dollar rolls, and, accordingly, the Portfolio will not treat such
obligations as senior securities for purposes of the 1940 Act. "Covered rolls"
are not subject to these segregation requirements. Dollar Roll Transactions
may be considered borrowings and are, therefore, subject to the borrowing
limitations applicable to the Portfolios.

EQUITY AND DEBT SECURITIES ISSUED OR GUARANTEED BY SUPRANATIONAL ORGANIZATIONS

Portfolios authorized to invest in securities of foreign issuers may invest
assets in equity and debt securities issued or guaranteed by Supranational
Organizations, such as obligations issued or guaranteed by the Asian
Development Bank, Inter-American Development Bank, International Bank for
Reconstruction and Development (World Bank), African Development Bank,
European Coal and Steel Community, European Economic Community, European
Investment Bank and the Nordic Investment Bank.

EXCHANGE RATE-RELATED SECURITIES

Certain of the Portfolios may invest in securities which are indexed to
certain specific foreign currency exchange rates. The terms of such security
would provide that the principal amount or interest payments are adjusted
upwards or downwards (but not below zero) at payment to reflect fluctuations
in the exchange rate between two currencies while the obligation is
outstanding, depending on the terms of the specific security. A Portfolio will
purchase such security with the currency in which it is denominated and will
receive interest and principal payments thereon in the currency, but the
amount of principal or interest payable by the issuer will vary in proportion
to the change (if any) in the exchange rate between the two specific
currencies between the date the instrument is issued and the date the
principal or interest payment is due. The staff of the SEC is currently
considering whether a mutual fund's purchase of this type of security would
result in the issuance of a "senior security" within the meaning of the 1940
Act. The Trust believes that such investments do not involve the creation of
such a senior security, but nevertheless undertakes, pending the resolution of
this issue by the staff, to establish a segregated account with respect to
such investments and to maintain in such account cash not

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available for investment or U.S. Government Securities or other liquid high
quality debt securities having a value equal to the aggregate principal amount
of outstanding securities of this type.

Investment in Exchange Rate-Related Securities entails certain risks. There
is the possibility of significant changes in rates of exchange between the
U.S. dollar and any foreign currency to which an Exchange Rate-Related
Security is linked. In addition, there is no assurance that sufficient trading
interest to create a liquid secondary market will exist for a particular
Exchange Rate-Related Security due to conditions in the debt and foreign
currency markets. Illiquidity in the forward foreign exchange market and the
high volatility of the foreign exchange market may from time to time combine
to make it difficult to sell an Exchange Rate-Related Security prior to
maturity without incurring a significant price loss.

FIXED-INCOME SECURITIES

The market value of fixed-income obligations held by the Portfolios and,
consequently, the net asset value per share of the Portfolios can be expected
to vary inversely to changes in prevailing interest rates. Investors should
also recognize that, in periods of declining interest rates, the yields of the
Portfolios investing in fixed income obligations will tend to be somewhat
higher than prevailing market rates and, in periods of rising interest rates,
these Portfolios' yields will tend to be somewhat lower. Also, when interest
rates are falling, the inflow of net new money to the Portfolios investing in
fixed income obligations from the continuous sales of their shares will likely
be invested in instruments producing lower yields than the balance of their
assets, thereby reducing current yields. In periods of rising interest rates,
the opposite can be expected to occur. Prices of longer term securities
generally increase or decrease more sharply than those of shorter term
securities in response to interest rate changes. In addition, obligations
purchased by certain of these Portfolios that are rated in the lower
categories are considered to have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case
with higher grade securities. (See "Lower Rated Securities" in this Appendix.)

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

Certain of the Portfolios may engage in foreign currency exchange
transactions. Portfolios that buy and sell securities denominated in
currencies other than the U.S. dollar, and receive interest, dividends and
sale proceeds in currencies other than the U.S. dollar, may enter into foreign
currency exchange transactions to convert to and from different foreign
currencies and to convert foreign currencies to and from the U.S. dollar. A
Portfolio can either enter into these transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or
use forward contracts to purchase or sell foreign currencies.

A forward foreign currency exchange contract is an obligation by a Portfolio
to purchase or sell a specific currency at a future date, which may be any
fixed number of days from the date of the contract. Forward foreign currency
exchange contracts establish an exchange rate at a future date. These
contracts are transferable in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
forward foreign currency exchange contract generally has no deposit
requirement, and is traded at a net price without a commission. When a
Portfolio engages in forward contracts for the sale or purchase of currencies,
the Portfolio will either cover its position or establish a segregated
account. The Portfolio will consider its position covered if it has securities
in the currency subject to the forward contract, or otherwise has the right to
obtain that currency at no additional cost. In the alternative, the Trust, on
behalf of the Portfolio, will place cash which is not available for
investment, liquid, high-grade debt securities or other securities
(denominated in the foreign currency subject to the forward contract) in a
separate account. The amounts in such separate account will equal the value of
the Portfolio's total assets which are committed to the consummation of
foreign currency exchange contracts. If the value of the securities placed in
the separate account declines, the Trust, on behalf of the Portfolio, will
place additional cash or securities in the account on a daily basis so that
the value of the account will equal the amount of the Portfolio's commitments
with respect to such contracts. Neither spot transactions nor forward foreign
currency exchange contracts eliminate fluctuations in the prices of the
Portfolio's portfolio securities or in foreign exchange rates, or prevent loss
if the prices of these securities should decline.

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A Portfolio may enter into foreign currency exchange transactions for
hedging purposes as well as for non-hedging purposes. Transactions are entered
into for hedging purposes in an attempt to protect against changes in foreign
currency exchange rates between the trade and settlement dates of specific
securities transactions or changes in foreign currency exchange rates that
would adversely affect a portfolio position or an anticipated portfolio
position. Although these transactions tend to minimize the risk of loss due to
a decline in the value of the hedged currency, at the same time they tend to
limit any potential gain that might be realized should the value of the hedged
currency increase. The precise matching of the forward contract amounts and
the value of the securities involved will not generally be possible because
the future value of these securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The
projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain. In addition,
when the Adviser or Sub-Adviser believes that the currency of a specific
country may deteriorate against another currency, it may enter into a forward
contract to sell the less attractive currency and buy the more attractive one.
The amount in question could be less than or equal to the value of the
Portfolio's securities denominated in the less attractive currency. The
Portfolio may also enter into a forward contract to sell a currency which is
linked to a currency or currencies in which some or all of the Portfolio's
portfolio securities are or could be denominated, and to buy U.S. dollars.
These practices are referred to as "cross hedging" and "proxy hedging."

A Portfolio may enter into foreign currency exchange transactions for other
than hedging purposes which presents greater profit potential but also
involves increased risk. For example, if the Adviser or Sub-Adviser believes
that the value of a particular foreign currency will increase or decrease
relative to the value of the U.S. dollar, the Portfolio may purchase or sell
such currency, respectively, through a forward foreign currency exchange
contract. If the expected changes in the value of the currency occur, the
Portfolio will realize profits which will increase its gross income. Where
exchange rates do not move in the direction or to the extent anticipated,
however, the Portfolio may sustain losses which will reduce its gross income.
Such transactions, therefore, could be considered speculative.

Forward currency exchange contracts are agreements to exchange one currency
for another--for example, to exchange a certain amount of U.S. dollars for a
certain amount of Japanese Yen--at a future date and specified price.
Typically, the other party to a currency exchange contract will be a
commercial bank or other financial institution. Because there is a risk of
loss to the Portfolio if the other party does not complete the transaction,
the Portfolio's Adviser or Sub-Adviser will enter into foreign currency
exchange contracts only with parties approved by the Trust's Board of
Trustees.

A Portfolio may maintain "short" positions in forward currency exchange
transactions in which the Portfolio agrees to exchange currency that it
currently does not own for another currency--for example, to exchange an
amount of Japanese Yen that it does not own for a certain amount of U.S.
dollars--at a future date and specified price in anticipation of a decline in
the value of the currency sold short relative to the currency that the
Portfolio has contracted to receive in the exchange.

While such actions are intended to protect the Portfolio from adverse
currency movements, there is a risk that currency movements involved will not
be properly anticipated. Use of this technique may also be limited by
management's need to protect the status of the Portfolio as a regulated
investment company under the Internal Revenue Code of 1986, as amended. The
projection of currency market movements is extremely difficult, and the
successful execution of currency strategies is highly uncertain.

FOREIGN INVESTMENTS

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to domestic companies. Moreover, securities of many foreign companies may be
less liquid and the prices more volatile than those of securities of
comparable domestic companies. With respect to certain foreign countries,
there is the possibility of expropriation, nationalization, confiscatory
taxation and limitations on the use or removal of funds or other assets of the
Portfolios, including the withholding of dividends.

Because foreign securities generally are denominated and pay dividends or
interest in foreign currencies, and the Portfolios hold various foreign
currencies from time to time, the value of the net assets of the Portfolios as
measured in U.S. dollars will be affected favorably or unfavorably by changes
in exchange rates. The cost of the Portfolio's currency exchange transactions
will generally be the difference between the bid and offer spot rate of the
currency being purchased or sold. In order to protect against uncertainty in
the level of future foreign currency exchange rates, the Portfolios are
authorized to enter into certain foreign currency exchange transactions.
Investors should be aware that exchange rate movements can be significant and
can endure for long periods of time. Extensive research of the economic,
political and social factors that influence global markets is conducted by the
Adviser or Sub-Advisers. Particular attention is given to country-specific
analysis, reviewing the strength or weakness of a country's overall economy,
the government policies influencing business conditions and the outlook for
the country's currency. Certain Portfolios are authorized to engage in foreign
currency options, futures, options on futures and forward currency contract
transactions for hedging and/or other permissible purposes.

In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of the New York Stock Exchange. Accordingly, the Portfolios'
foreign investments may be less liquid and their prices may be more volatile
than comparable investments in securities of United States companies.
Moreover, the settlement periods for foreign securities, which are often
longer than those for securities of United States issuers, may affect
portfolio liquidity. In buying and selling securities on foreign exchanges,
the Portfolio normally pays fixed commissions that are generally higher than
the negotiated commissions charged in the United States. In addition, there is
generally less governmental supervision and regulation of securities
exchanges, brokers and issuers in foreign countries than in the United States.

Certain of the Portfolios may invest, as described below, in countries or
regions with relatively low gross national product per capita compared to the
world's major economies, and in countries or regions with the potential for
rapid economic growth (emerging markets). Emerging markets will include any
country: (i) having an "emerging stock market" as defined by the International
Finance Corporation; (ii) with low- to middle-income economies according to
the International Bank for Reconstruction and Development (the World Bank);
(iii) listed in World Bank publications as developing; or (iv) determined by
the Adviser or a Sub-Adviser to be an emerging market as defined above. The
Portfolio may invest in securities of: (i) companies the principal securities
trading market for which is an emerging market country; (ii) companies
organized under the laws of, and with a principal office in, an emerging
market country; (iii) companies whose principal activities are located in
emerging market countries; (iv) companies traded in any market that derive 50%
or more of their total revenue from either goods or services produced in an
emerging market or sold in an emerging market; (v) companies that have 50% or
more of their assets in an emerging market country; or (vi) the security is
issued or guaranteed by the government of an emerging market country or any of
its agencies, authorities or instrumentalities.

The risks of investing in foreign securities may be intensified in the case
of investments in emerging markets. Securities prices in emerging markets can
be significantly more volatile than in the more developed nations of the
world, reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets may have
relatively unstable governments, present the risk of nationalization of
businesses, restrictions on foreign ownership, or prohibitions of repatriation
of assets, and may have less protection of property rights than more developed
countries. The economies of countries with emerging markets may be
predominantly based on only a few industries, may be highly vulnerable to
changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Local securities markets may trade a
small number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of
substantial holdings difficult or impossible at times. Securities

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of issuers located in countries with emerging markets may have limited
marketability and may be subject to more abrupt or erratic price movements.

FUTURES AND OPTIONS ON FUTURES

When deemed appropriate by its Adviser or Sub-Adviser, certain Portfolios
may enter into financial or currency futures and related options that are
traded on a U.S. exchange or board of trade or, to the extent permitted by
applicable law, on exchanges located outside the U.S., for hedging purposes or
for non-hedging purposes to the extent permitted by applicable law. A
Portfolio may not enter into futures and options contracts for which aggregate
initial margin deposits and premiums paid for unexpired futures options
entered into for purposes other than "bona fide hedging" positioning as
defined in regulations adopted by the Commodity Futures Trading Commission
exceed 5% of the fair market value of the Portfolio's net assets, after taking
into account unrealized profits and unrealized losses on futures contracts
into which it has entered. With respect to each long position in a futures
contract or option thereon, the underlying commodity value of such contract
will always be covered by cash and cash equivalents set aside plus accrued
profits held at the futures commission merchant.

A financial or currency futures contract provides for the future sale by one
party and the purchase by the other party of a specified amount of a
particular financial instrument or currency (e.g., debt security or currency)
at a specified price, date, time and place. An index futures contract is an
agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to the difference between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written. An option on a futures contract generally
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract at a specified exercise price at any time prior
to the expiration date of the option.

The purpose of entering into a futures contract by a Portfolio is to either
enhance return or to protect the Portfolio from fluctuations in the value of
its securities caused by anticipated changes in interest rates, currency or
market conditions without necessarily buying or selling the securities. The
use of futures contracts and options on futures contracts involves several
risks. There can be no assurance that there will be a correlation between
price movements in the underlying securities, currencies or index, on the one
hand, and price movements in the securities which are the subject of the
futures contract or option on futures contract, on the other hand. Positions
in futures contracts and options on futures contracts may be closed out only
on the exchange or board of trade on which they were entered into, and there
can be no assurance that an active market will exist for a particular contract
or option at any particular time. If a Portfolio has hedged against the
possibility of an increase in interest rates or bond prices adversely
affecting the value of securities held in its portfolio and rates or prices
decrease instead, a Portfolio will lose part or all of the benefit of the
increased value of securities that it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations,
if a Portfolio had insufficient cash, it may have to sell securities to meet
daily variation margin requirements at a time when it may be disadvantageous
to do so. These sales of securities may, but will not necessarily, be at
increased prices that reflect the decline in interest rates or bond prices, as
the case may be. In addition, the Portfolio would pay commissions and other
costs in connection with such investments, which may increase the Portfolio's
expenses and reduce its return. While utilization of options, futures
contracts and similar instruments may be advantageous to the Portfolio, if the
Portfolio's Adviser or Sub-Adviser is not successful in employing such
instruments in managing the Portfolio's investments, the Portfolio's
performance will be worse than if the Portfolio did not make such investments.

Losses incurred in futures contracts and options on futures contracts and
the costs of these transactions will adversely affect a Portfolio's
performance.

GOVERNMENT STRIPPED MORTGAGE-BACKED SECURITIES

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ownership interests in either periodic principal distributions ("principal-
only") or interest distributions ("interest-only") on mortgage-backed
certificates issued by GNMA, FNMA or FHLMC, as the case may be. The
certificates underlying the Government Stripped Mortgage-Backed Securities
represent all or part of the beneficial interest in pools of mortgage loans.
The Portfolios will invest in interest-only Government Stripped Mortgage-
Backed Securities in order to enhance yield or to benefit from anticipated
appreciation in value of the securities at times when the Adviser or
appropriate Sub-Adviser believes that interest rates will remain stable or
increase. In periods of rising interest rates, the value of interest-only
Government Stripped Mortgage-Backed Securities may be expected to increase
because of the diminished expectation that the underlying mortgages will be
prepaid. In this situation the expected increase in the value of interest-only
Government Stripped Mortgage-Backed Securities may offset all or a portion of
any decline in value of the portfolio securities of the Portfolios. Investing
in Government Stripped Mortgage-Backed Securities involves the risks normally
associated with investing in mortgage-backed securities issued by government
or government-related entities. See "Mortgage-Backed Securities" below. In
addition, the yields on interest-only and principal-only Government Stripped
Mortgage-Backed Securities are extremely sensitive to the prepayment
experience on the mortgage loans underlying the certificates collateralizing
the securities. If a decline in the level of prevailing interest rates results
in a rate of principal prepayments higher than anticipated, distributions of
principal will be accelerated, thereby reducing the yield to maturity on
interest-only Government Stripped Mortgage-Backed Securities and increasing
the yield to maturity on principal-only Government Stripped Mortgage-Backed
Securities. Conversely, if an increase in the level of prevailing interest
rates results in a rate of principal prepayments lower than anticipated,
distributions of principal will be deferred, thereby increasing the yield to
maturity on interest-only Government Stripped Mortgage-Backed Securities and
decreasing the yield to maturity on principal-only Government Stripped
Mortgage-Backed Securities. Sufficiently high prepayment rates could result in
the Portfolio not fully recovering its initial investment in an interest-only
Government Stripped Mortgage-Backed Security. Government Stripped Mortgage-
Backed Securities are currently traded in an over-the-counter market
maintained by several large investment banking firms. There can be no
assurance that the Portfolio will be able to effect a trade of a Government
Stripped Mortgage-Backed Security at a time when it wishes to do so. The
Portfolios will acquire Government Stripped Mortgage-Backed Securities only if
a liquid secondary market for the securities exists at the time of
acquisition.

INTEREST RATE TRANSACTIONS

Certain Portfolios may engage in certain Interest Rate Transactions, such as
swaps, caps, floors and collars. Interest rate swaps involve the exchange with
another party of commitments to pay or receive interest (e.g., an exchange of
floating rate payments for fixed rate payments). 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 amount from the party selling such
interest rate floor. An interest rate collar combines the elements of
purchasing a cap and selling a floor. The collar protects against an interest
rate rise above the maximum amount but gives up the benefits of an interest
rate decline below the minimum amount. The net amount of the excess, if any,
of a Portfolio's obligations over its entitlements with respect to each
interest rate swap will be accrued on a daily basis and an amount of cash or
liquid securities having an aggregate net asset value at least equal to the
accrued excess will be maintained in a segregated account with the Trust's
custodian. If there is a default by the other party to the transaction, the
Portfolio will have contractual remedies pursuant to the agreements related to
the transactions.

ILLIQUID SECURITIES

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Portfolio); (4) certain over-the-counter options, as described in the SAI; (5)
certain variable rate demand notes having a demand period of more than seven
days; and (6) securities the disposition of which is restricted under Federal
securities laws (excluding Rule 144A Securities, described below). The
Portfolios will not include for purposes of the restrictions on illiquid
investments, securities sold pursuant to Rule 144A under the Securities Act of
1933, as amended, so long as such securities meet liquidity guidelines
established by the Trust's Board of Trustees. Under Rule 144A, securities
which would otherwise be restricted may be sold by persons other than issuers
or dealers to qualified institutional buyers.

INVESTMENT COMPANIES

When a Portfolio's Adviser or Sub-Adviser believes that it would be
beneficial for the Portfolio and appropriate under the circumstances, up to
10% of the Portfolio's assets may be invested in securities of mutual funds.
As a shareholder in any such mutual fund, the Portfolio will bear its ratable
share of the mutual fund's expenses, including management fees, and will
remain subject to the Portfolio's advisory and administration fees with
respect to the assets so invested.

LEASE OBLIGATION BONDS

Lease Obligation Bonds are mortgages on a facility that is secured by the
facility and are paid by a lessee over a long term. The rental stream to
service the debt as well as the mortgage are held by a collateral trustee on
behalf of the public bondholders. The primary risk of such instrument is the
risk of default. Under the lease indenture, the failure to pay rent is an
event of default. The remedy to cure default is to rescind the lease and sell
the assets. If the lease obligation is not readily marketable or market
quotations are not readily available, such lease obligations will be subject
to a Portfolio's limit on Illiquid Securities.

LENDING OF SECURITIES

All of the Portfolios have the ability to lend portfolio securities to
brokers and other financial organizations. By lending its securities, a
Portfolio can increase its income by continuing to receive interest on the
loaned securities as well as by either investing the cash collateral in short-
term instruments or obtaining yield in the form of interest paid by the
borrower when U.S. Government Securities are used as collateral. These loans,
if and when made, may not exceed 20% (25% with respect to the Money Market
Portfolio) of a Portfolio's total assets taken at value. Loans of portfolio
securities by a Portfolio will be collateralized by cash, irrevocable letters
of credit or U.S. Government Securities that are maintained at all times in an
amount at least equal to the current market value of the loaned securities.
Any gain or loss in the market price of the securities loaned that might occur
during the term of the loan would be for the account of the Portfolio
involved. Each Portfolio's Adviser or Sub-Adviser will monitor on an ongoing
basis the credit worthiness of the institutions to which the Portfolio lends
securities.

LOWER-RATED SECURITIES

Certain Portfolios may invest in debt securities rated in the lower NRSRO
categories (e.g., BBB - by S&P or Baa3 by Moody's), or of equivalent quality
as determined by the Adviser or Sub-Adviser. Securities rated BB+, Ba1 or
lower are commonly referred to as high yield securities or "junk bonds."

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certain of these securities at certain times and these securities may be
difficult to sell under certain market conditions. Prices for securities rated
below investment grade may be affected by legislative and regulatory
developments. (See SAI for additional information pertaining to lower-rated
securities including risks.)

MORTGAGE-BACKED SECURITIES

Certain of the Portfolios may invest in Mortgage-Backed Securities, which
represent an interest in a pool of mortgage loans. The primary government
issuers or guarantors of Mortgage-Backed Securities are GNMA, FHMA and FHLMC.
Mortgage-Backed Securities provide a monthly payment consisting of interest
and principal payments. Additional payments may be made out of unscheduled
repayments of principal resulting from the sale of the underlying residential
property, refinancing or foreclosure, net of fees or costs that may be
incurred. Prepayments of principal on Mortgage-Backed Securities may tend to
increase due to refinancing of mortgages as interest rates decline. Prompt
payment of principal and interest on GNMA mortgage pass-through certificates
is backed by the full faith and credit of the U.S. government. FNMA guaranteed
mortgage pass-through certificates and FHLMC participation certificates are
solely the obligations of those entities but are supported by the
discretionary authority of the U.S. Government to purchase the agencies'
obligations. Collateralized Mortgage Obligations are a type of bond secured by
an underlying pool of mortgages or mortgage pass-through certificates that are
structured to direct payments on underlying collateral to different series or
classes of the obligations.

To the extent that a Portfolio purchases mortgage-related or mortgage-backed
securities at a premium, prepayments may result in some loss of the
Portfolio's principal investment to the extent of the premium paid. The yield
of the Portfolio may be affected by reinvestment of prepayments at higher or
lower rates than the original investment. In addition, like other debt
securities, the value of mortgage-related securities, including government and
government-related mortgage pools, will generally fluctuate in response to
market interest rates.

NEW ISSUERS

A Portfolio may invest up to 5% (except for the OTC Portfolio which may
invest without limitation) of its assets in the securities of issuers which
have been in continuous operation for less than three years.

OPTIONS ON SECURITIES

OPTION PURCHASE. Certain Portfolios may purchase put and call options on
portfolio securities in which they may invest that are traded on a U.S. or
foreign securities exchange or in the over-the-counter market. A Portfolio may
utilize up to 10% of its assets to purchase put options on portfolio
securities and may do so at or about the same time that it purchases the
underlying security or at a later time and may also utilize up to 10% of its
assets to purchase call options on securities in which it is authorized to
invest. By buying a put, the Portfolios limit their risk of loss from a
decline in the market value of the security until the put expires. Any
appreciation in the value of the underlying security, however, will be
partially offset by the amount of the premium paid for the put option and any
related transaction costs. Call options may be purchased by the Portfolio in
order to acquire the underlying securities for the Portfolio at a price that
avoids any additional cost that would result from a substantial increase in
the market value of a security. The Portfolios may also purchase call options
to increase their return to investors at a time when the call is expected to
increase in value due to anticipated appreciation of the underlying security.
Prior to their expirations, put and call options may be sold in closing sale
transactions (sales by the Portfolio, prior to the exercise of options that it
has purchased, of options of the same series), and profit or loss from the
sale will depend on whether the amount received is more or less than the
premium paid for the option plus the related transaction costs.

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option embodies the right of its purchaser to compel the writer of the option
to sell to the option holder an underlying security at a specified price at
anytime during the option period.

Upon the exercise of a put option written by a Portfolio, the Portfolio may
suffer a loss equal to the difference between the price at which the Portfolio
is required to purchase the underlying security and its market value at the
time of the option exercise, less the premium received for writing the option.
Upon the exercise of a call option written by the Portfolio, the Portfolio may
suffer a loss equal to the excess of the security's market value at the time
of the option exercise over the Portfolio's acquisition cost of the security,
less the premium received for writing the option.

Each Portfolio will comply with regulatory requirements of the SEC and the
Commodity Futures Trading Commission with respect to coverage of options and
futures positions by registered investment companies and, if the guidelines so
require, will set aside cash and/or appropriate liquid assets in a segregated
custodial account in the amount prescribed. Securities held in a segregated
account cannot be sold while the futures or options position is outstanding,
unless replaced with other permissible assets. As a result, there is a
possibility that the segregation of a large percentage of a Portfolio's assets
may force the Portfolio to close out futures and options positions and/or
liquidate other portfolio securities, any of which may occur at
disadvantageous prices, in order for the Portfolio to meet redemption requests
or other current obligations.

The principal reason for writing covered call and put options on a
securities portfolio is to attempt to realize, through the receipt of
premiums, a greater return than would be realized on the securities alone. In
return for a premium, the writer of a covered call option forfeits the rights
to any appreciation in the value of the underlying security above the strike
price for the life of the option (or until a closing purchase transaction can
be effected). Nevertheless, the call writer retains the risk of a decline in
the price of the underlying security. Similarly, the principal reason for
writing covered put options is to realize income in the form of premiums. The
writer of the covered put option accepts the risk of a decline in the price of
the underlying security. The size of the premiums that the Portfolios may
receive may be adversely affected as new or existing institutions, including
other investment companies, engage in or increase their option-writing
activities.

The Portfolios may engage in closing purchase transactions to realize a
profit, to prevent an underlying security from being called or put or, in the
case of a call option, to unfreeze an underlying security (thereby permitting
its sale or the writing of a new option on the security prior to the
outstanding option's expiration). To effect a closing purchase transaction,
the Portfolios would purchase, prior to the holder's exercise of an option
that the Portfolio has written, an option of the same series as that on which
the Portfolio desires to terminate its obligation. The obligation of the
Portfolio under an option that it has written would be terminated by a closing
purchase transaction, but the Portfolio would not be deemed to own an option
as the result of the transaction. There can be no assurance that the Portfolio
will be able to effect closing purchase transactions at a time when it wishes
to do so. The ability of the Portfolio to engage in closing transactions with
respect to options depends on the existence of a liquid secondary market.
While the Portfolio will generally purchase or write options only if there
appears to be a liquid secondary market for the options purchased or sold, for
some options no such secondary market may exist or the market may cease to
exist. To facilitate closing purchase transactions, however, the Portfolio
will ordinarily write options only if a secondary market for the options
exists on a U.S. securities exchange or in the over-the-counter market.

Option writing for the Portfolios may be limited by position and exercise
limits established by U.S. securities exchanges and the National Association
of Securities Dealers, Inc. and by requirements of the Code for qualification
as a regulated investment company. In addition to writing covered put and call
options to generate current income, the Portfolios may enter into options
transactions as hedges to reduce investment risk, generally by making an
investment expected to move in the opposite direction of a portfolio position.
A hedge is designed to offset a loss on a portfolio position with a gain on
the hedge position; at the same time, however, a properly correlated hedge
will result in a gain on the portfolio position's being offset by a loss on
the hedge position. The Portfolios bear the risk that the prices of the
securities being hedged will not move in the same amount as the hedge. A
Portfolio will engage in hedging transactions only when deemed advisable by
its Adviser

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or Sub-Adviser. Successful use by the Portfolio of options will depend on its
Adviser's or Sub-Adviser's ability to correctly predict movements in the
direction of the stock underlying the option used as a hedge. Losses incurred
in hedging transactions and the costs of these transactions will adversely
affect the Portfolio's performance.

OPTIONS ON FOREIGN CURRENCIES

A Portfolio may purchase and write put and call options on foreign
currencies for the purpose of hedging against declines in the U.S. dollar
value of foreign currency-denominated portfolio securities and against
increases in the U.S. dollar cost of such securities to be acquired.
Generally, transactions relating to Options on Foreign Currencies occur in the
over-the-counter market. As in the case of other kinds of options, however,
the writing of an option on a foreign currency constitutes only a partial
hedge, up to the amount of the premium received, and the Portfolio could be
required to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses. The purchase of an option on a foreign
currency may constitute an effective hedge against fluctuations in exchange
rates, although, in the event of rate movements adverse to the Portfolio's
position, it may forfeit the entire amount of the premium plus related
transaction costs. There is no specific percentage limitation on the
Portfolio's investments in Options on Foreign Currencies. See the SAI for
further discussion of the use, risks and costs of Options on Foreign
Currencies and Over the Counter Options.

OPTIONS ON INDEXES

A Portfolio may, subject to applicable securities regulations, purchase and
write put and call options on stock and fixed-income indexes listed on foreign
and domestic stock exchanges. A stock index fluctuates with changes in the
market values of the stocks included in the index. An example of a domestic
stock index is the Standard and Poor's 500 Stock Index. Examples of foreign
stock indexes are the Canadian Market Portfolio Index (Montreal Stock
Exchange), The Financial Times--Stock Exchange 100 (London Stock Exchange) and
the Toronto Stock Exchange Composite 300 (Toronto Stock Exchange). Examples of
fixed-income indexes include the Lehman Government/Corporate Bond Index and
the Lehman Treasury Bond Index.

Options on Indexes are generally similar to options on securities except
that the delivery requirements are different. Instead of giving 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 a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed exercise price of
the option exceeds (in the case of a put) or is less than (in the case of a
call) the closing value of the underlying index on the date of exercise,
multiplied by (b) a fixed "index multiplier." Receipt of this cash amount will
depend upon the closing level of the index upon which the option is based
being greater than, in the case of a call, or less than, in the case of a put,
the exercise price of the option. The amount of cash received will be equal to
such difference between the closing price of the index and the exercise price
of the option expressed in dollars or a foreign currency, as the case may be,
times a specified multiple. The writer of the option is obligated, in return
for the premium received, to make a delivery of this amount. The writer may
offset its position in index options prior to expiration by entering into a
closing transaction on an exchange or the option may expire unexercised.

The effectiveness of purchasing or writing options as a hedging technique
will depend upon the extent to which price movements in the portion of the
securities portfolio of a Portfolio correlate with price movements of the
stock index selected. Because the value of an index option depends upon
movements in the level of the index rather than the price of a particular
stock, whether a Portfolio will realize a gain or loss from the purchase or
writing of options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain indexes, in an
industry or market segment, rather than movements in the price of a particular
stock. Accordingly, successful use of Options on Indexes by a Portfolio will
be subject to its Adviser's or Sub-Adviser's ability to predict correctly
movements in the direction of the market generally or of a particular
industry. This requires different skills and techniques than predicting
changes in the price of individual stocks.

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an option position is more likely to occur, although a Portfolio generally
will only purchase or write such an option if the Adviser or Sub-Adviser
believes the option can be closed out. Because options on securities indexes
require settlement in cash, a Portfolio may be forced to liquidate portfolio
securities to meet settlement obligations. A Portfolio will engage in stock
index options transactions only when determined by its Adviser or Sub-Adviser
to be consistent with its efforts to control risk. There can be no assurance
that such judgement will be accurate or that the use of these portfolio
strategies will be successful.

OVER-THE-COUNTER OPTIONS

Certain Portfolios may write or purchase options in privately negotiated
domestic or foreign transactions ("OTC Options"), as well as exchange-traded
or "listed" options. OTC Options can be closed out only by agreement with the
other party to the transaction, and thus any OTC Options purchased by a
Portfolio will be considered an Illiquid Security. In addition, certain OTC
Options on foreign currencies are traded through financial institutions acting
as market-makers in such options and the underlying currencies.

The staff of the SEC has taken the position that purchased over-the-counter
options and assets used to cover written over-the-counter options are illiquid
and, therefore, together with other illiquid securities, cannot exceed a
certain percentage of a Portfolio's assets (the "SEC illiquidity ceiling").
Except as provided below, the Portfolios intend to write over-the-counter
options only with primary U.S. Government securities dealers recognized by the
Federal Reserve Bank of New York. Also, the contracts which such Portfolios
have in place with such primary dealers will provide that each Portfolio has
the absolute right to repurchase any option it writes at any time at a price
which represents the fair market value, as determined in good faith through
negotiation between the parties, but which in no event will exceed a price
determined pursuant to a formula in the contract. Although the specific
formula may vary between contracts with different primary dealers, the formula
will generally be based on a multiple of the premium received by the Portfolio
for writing the option, plus the amount, if any, of the option's intrinsic
value (i.e., the amount that the option is in-the-money). The formula may also
include a factor to account for the difference between the price of the
security and the strike price of the option if the option is written out-of-
money. A Portfolio will treat all or a part of the formula price as illiquid
for purposes of the SEC illiquidity ceiling. Certain Portfolios may also write
over-the-counter options with non-primary dealers, including foreign dealers,
and will treat the assets used to cover these options as illiquid for purposes
of such SEC illiquidity ceiling.

OTC Options entail risks in addition to the risks of exchange-traded
options. Exchange-traded options are in effect guaranteed by the Options
Clearing Corporation, while a Portfolio relies on the party from whom it
purchases an OTC Option to perform if the Portfolio exercises the option. With
OTC Options, if the transacting dealer fails to make or take delivery of the
securities or amount of foreign currency underlying an option it has written,
in accordance with the terms of that option, the Portfolio will lose the
premium paid for the option as well as any anticipated benefit of the
transaction. Furthermore, OTC Options are less liquid than exchange-traded
options.

REPURCHASE AGREEMENTS

Repurchase Agreements are agreements to purchase underlying debt obligations
from financial institutions, such as banks and broker-dealers, subject to the
seller's agreement to repurchase the obligations at an established time and
price. The collateral for such Repurchase Agreements will be held by the
Portfolio's custodian or a duly appointed sub-custodian. The Portfolio will
enter into Repurchase Agreements only with banks and broker-dealers that have
been determined to be creditworthy by the Trust's Board of Trustees under
criteria established in consultation with the Adviser and the Sub-Adviser. The
seller under a Repurchase Agreement would be required to maintain the value of
the obligations subject to the Repurchase Agreement at not less than the
repurchase price. Default by the seller would, however, expose the Portfolio
to possible loss because of adverse market action or delay in connection with
the disposition of the underlying obligations. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the obligations, the
Portfolio may be delayed or limited in its ability to sell the collateral.

A-13
<PAGE>

REVERSE REPURCHASE AGREEMENTS

Reverse Repurchase Agreements are the same as repurchase agreements except
that, in this instance, the Portfolios would assume the role of
seller/borrower in the transaction. The Portfolios will maintain segregated
accounts with the Custodian consisting of U.S. Government Securities, cash or
money market instruments that at all times are in an amount equal to their
obligations under Reverse Repurchase Agreements. Reverse Repurchase Agreements
involve the risk that the market value of the securities sold by a Portfolio
may decline below the repurchase price of the securities and, if the proceeds
from the reverse repurchase agreement are invested in securities, that the
market value of the securities sold may decline below the repurchase price of
the securities sold. Each Portfolio's Adviser or Sub-Adviser, acting under the
supervision of the Board of Trustees, reviews on an on-going basis the
creditworthiness of the parties with which it enters into Reverse Repurchase
Agreements. Under the 1940 Act, Reverse Repurchase Agreements may be
considered borrowings by the seller. Whenever borrowings by a fund, including
Reverse Repurchase Agreements, exceed 5% of the value of a Portfolio's total
assets, the Portfolio will not purchase any securities.

SMALL COMPANIES

Certain of the Portfolios may invest in small companies, some of which may
be unseasoned. Such companies may have limited product lines, markets, or
financial resources and may be dependent on a limited management group. While
the markets in securities of such companies have grown rapidly in recent
years, such securities may trade less frequently and in smaller volume than
more widely held securities. The values of these securities may fluctuate more
sharply than those of other securities, and a Portfolio may experience some
difficulty in establishing or closing out positions in these securities at
prevailing market prices. There may be less publicly available information
about the issuers of these securities or less market interest in such
securities than in the case of larger companies, and it may take a longer
period of time for the prices of such securities to reflect the full value of
their issuers' underlying earnings potential or assets.

Some securities of smaller issuers may be restricted as to resale or may
otherwise be highly illiquid. The ability of a Portfolio to dispose of such
securities may be greatly limited, and a Portfolio may have to continue to
hold such securities during periods when the Adviser or a Sub-Adviser would
otherwise have sold the security. It is possible that the Adviser or a Sub-
Adviser or its affiliates or clients may hold securities issued by the same
issuers, and may in some cases have acquired the securities at different
times, on more favorable terms, or at more favorable prices, than a Portfolio
which it manages.

STRATEGIC TRANSACTIONS

Subject to the investment limitations and restrictions for each of the
Portfolios as stated elsewhere in the Prospectus and SAI of the Trust, certain
of the Portfolios may, but are not required to, utilize various investment
strategies as described in this Appendix to hedge various market risks, to
manage the effective maturity or duration of Fixed-Income Securities, or to
seek potentially higher returns. Utilizing these investment strategies, the
Portfolio may purchase and sell, to the extent not otherwise limited or
restricted for such Portfolio, exchange-listed and over-the-counter put and
call options on securities, equity and fixed-income indexes and other
financial instruments, purchase and sell financial futures contracts and
options thereon, enter into various Interest Rate Transactions such as swaps,
caps, floors or collars, and enter into various currency transactions such as
currency forward contracts, currency futures contracts, currency swaps or
options on currencies or currency futures (collectively, all the above are
called "Strategic Transactions").

A-14
<PAGE>

for Strategic Transactions entered into for purposes other than "bona fide
hedging" positions as defined in the regulations adopted by the Commodity
Futures Trading Commission. Any or all of these investment techniques may be
used at any time, as use of any Strategic Transaction is a function of
numerous variables including market conditions. The ability of the Portfolio
to utilize these Strategic Transactions successfully will depend on the
Adviser's or Sub-Adviser's ability to predict, which cannot be assured,
pertinent market movements. The Portfolio will comply with applicable
regulatory requirements when utilizing Strategic Transactions. Strategic
Transactions involving financial futures and options thereon will be
purchased, sold or entered into only for bona fide hedging, risk management or
portfolio management purposes.

U.S. GOVERNMENT SECURITIES

U.S. Government Securities include direct obligations of the U.S. Treasury
(such as U.S. Treasury bills, notes and bonds) and obligations directly issued
or guaranteed by U.S. Government agencies or instrumentalities. Some
obligations issued or guaranteed by agencies or instrumentalities of the U.S.
Government are backed by the full faith and credit of the U.S. Government
(such as GNMA certificates), others are backed only by the right of the issuer
to borrow from the U.S. Treasury (such as securities of Federal Home Loan
Banks) and still others are backed only by the credit of the instrumentality
(such as FNMA and FHLMC certificates).

WHEN ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS

In order to secure yields or prices deemed advantageous at the time, certain
Portfolios may purchase or sell securities on a when-issued or a delayed-
delivery basis. The Portfolios will enter into a when-issued transaction for
the purpose of acquiring portfolio securities and not for the purpose of
leverage. In such transactions, delivery of the securities occurs beyond the
normal settlement periods, but no payment or delivery is made by, and no
interest accrues to, the Portfolios prior to the actual delivery or payment by
the other party to the transaction. Due to fluctuations in the value of
securities purchased on a when-issued or a delayed-delivery basis, the yields
obtained on such securities may be higher or lower than the yields available
in the market on the dates when the investments are actually delivered to the
buyers. Similarly, the sale of securities for delayed-delivery can involve the
risk that the prices available in the market when delivery is made may
actually be higher than those obtained in the transaction itself. A Portfolio
will establish a segregated account with the Custodian consisting of cash,
U.S. Government-securities or other high grade debt obligations in an amount
equal to the amount of its when-issued and delayed-delivery commitments.

A-15
<PAGE>

EQUI-SELECT SERIES TRUST
909 LOCUST STREET
DES MOINES, IOWA 50309

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

Equi-Select Series Trust (the "Trust") is an open-end, series management
investment company which currently offers shares of beneficial interest of
nine series (the "Portfolios"), each of which has a different investment
objective and represents the entire interest in a separate portfolio of
investments. These Portfolios are currently available to the public only
through certain variable annuity contracts and variable life insurance
policies ("Variable Contracts") issued by Equitable Life Insurance Company of
Iowa and/or its affiliated life insurance companies (collectively, the "Life
Companies"). This Prospectus contains information pertaining to the OTC
Portfolio, Research Portfolio and Total Return Portfolio which are the only
Portfolios of the Trust offered under the Variable Contracts described in the
accompanying Variable Contract Prospectus.

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

Prospectus Dated May 1, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY.................................................................... 1
The Trust................................................................ 1
Investment Adviser and Sub-Adviser....................................... 1
The Portfolios........................................................... 1
Investment Risks......................................................... 2
Sales and Redemptions.................................................... 2
FINANCIAL HIGHLIGHTS....................................................... 3
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS....................... 7
OTC Portfolio............................................................ 7
Research Portfolio....................................................... 9
Total Return Portfolio................................................... 11
MANAGEMENT OF THE TRUST.................................................... 13
Investment Adviser....................................................... 13
Expenses of the Trust.................................................... 14
Sub-Adviser.............................................................. 14
SALES AND REDEMPTIONS...................................................... 15
NET ASSET VALUE............................................................ 16
PERFORMANCE INFORMATION.................................................... 16
TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS................................... 16
YEAR 2000.................................................................. 17
ADDITIONAL INFORMATION..................................................... 18
APPENDIX................................................................... A-1
</TABLE>

i
<PAGE>

SUMMARY

THE TRUST

Each Portfolio has distinct investment objectives and policies. (See
"Investment Objectives and Policies of the Portfolios.") Additional Portfolios
may be added to the Trust in the future. Only shares of the OTC, Research and
Total Return Portfolios are offered herein. (The OTC, Total Return, and
Research Portfolios may be referred to herein as "the Portfolios".)

INVESTMENT ADVISER AND SUB-ADVISER

Subject to the authority of the Board of Trustees of the Trust, Directed
Services, Inc. (the "Adviser") serves as the Trust's investment adviser and
has responsibility for the overall management of the investment strategies and
policies of the Portfolios. The Adviser has engaged Massachusetts Financial
Services Company as Sub-Adviser to make investment decisions and place orders
for the Portfolios. For additional information concerning the Adviser and the
Sub-Adviser, including a description of advisory and sub-advisory fees, see
"Management of the Trust."

THE PORTFOLIOS

1
<PAGE>

least 40% and no more than 75% of the Portfolio's assets will be invested in
equity securities, which include: common and preferred stocks; securities such
as bonds, warrants or rights that are convertible into stock; and depositary
receipts for those securities. The Portfolio may invest up to 20% (and
generally expects to invest between 5% and 20%) of its net assets in foreign
securities (not including ADRs). (See "Appendix--Foreign Investments" and the
SAI for a discussion of the risks involved in foreign investing.) The
Portfolio may invest a portion of its assets in lower-grade corporate debt
securities commonly known as "junk bonds." Investors should be aware that such
investments involve a significant degree of risk. (See "Appendix--Lower-Rated
Securities" and the SAI for a discussion of the risks involved in investing in
lower-rated securities.)

INVESTMENT RISKS

SALES AND REDEMPTIONS

2
<PAGE>

FINANCIAL HIGHLIGHTS
EQUI-SELECT SERIES TRUST

The following tables which have been audited by Ernst & Young LLP,
independent auditors, include selected data, derived from the Financial
Statements, for a share outstanding throughout the period shown for each of
the OTC, Research and Total Return Portfolios at December 31, 1997. The tables
should be read in conjunction with the Financial Statements and notes thereto
included in the Trust's Annual Report to Contractholders which is incorporated
by reference in the Statement of Additional Information. The Financial
Statements of the Trust at December 31, 1997, are incorporated herein by
reference in reliance upon the report of Ernst & Young LLP such report given
upon the authority of such firm as experts in accounting and auditing.

3
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
OTC PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.

4
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
RESEARCH PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Period Ended
12/31/97 12/31/96 12/31/95 12/31/94*
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period................ $15.43 $12.88 $9.59 $10.00
------------ ----------- ----------- ----------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income(1).. 0.03 -- 0.03 0.09
Net realized and
unrealized gain (loss) on
investments.............. 3.08 3.00 3.48 (0.41)
------------ ----------- ----------- ----------
Total from investment
operations............... 3.11 3.00 3.51 (0.32)
------------ ----------- ----------- ----------
LESS DISTRIBUTIONS:
Distributions from net
investment income........ (0.03) 0.00# (0.03) (0.09)
Net capital gains
distributions............ (0.57) (0.45) (0.19) --
------------ ----------- ----------- ----------
Total distributions....... (0.60) (0.45) (0.22) (0.09)
------------ ----------- ----------- ----------
Net asset value, end of
period................... $17.94 $15.43 $12.88 $9.59
============ =========== =========== ==========
Total Return(2)........... 20.12% 23.37% 36.58% (3.22)%
============ =========== =========== ==========
RATIOS AND SUPPLEMENTAL
DATA:
Net assets, end of
period................... $240,114,529 $75,178,842 $16,185,802 $1,626,521
Ratio of operating
expenses (with
reimbursement) to average
net assets(1)(3)......... 0.96% 1.31% 1.12% 0.75%
Ratio of operating
expenses (without
reimbursement) to average
net assets(1)(3)......... 0.96% 1.31% 2.48% 7.48%
Ratio of net investment
income to average net
assets(3)................ 0.26% 0.05% 0.58% 4.65%
Net investment income
(loss) (without
reimbursement)(1)(3)..... $0.03 -- $(0.04) $(0.04)
Portfolio turnover
rate(4).................. 80% 68% 83% 85%
Average commission rate
paid(5).................. $0.0476 $0.0281 -- --
</TABLE>
- --------
(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.
# Amount is less than $0.003 per share.

5
<PAGE>

EQUI-SELECT SERIES TRUST
FINANCIAL HIGHLIGHTS
TOTAL RETURN PORTFOLIO
(For a share of beneficial interest outstanding throughout each period)

(1) Net investment income is after reimbursement of certain fees and expenses
by Equitable Investment Services, Inc. ("EISI") (See Note 3 to the
financial statements). Had EISI not undertaken to reimburse expenses
related to the Portfolio, net investment income (loss) per share and ratio
of operating expenses to average net assets would have been as noted
above.
(2) Total return figures are not annualized for periods less than one year.
Total returns do not reflect expenses that apply to the separate account
or related variable insurance contracts and inclusion of these charges
would result in reducing the total return figures for the period shown.
(3) Annualized for periods less than one year.
(4) Portfolio turnover rates are not annualized.
(5) The average commission rate paid is applicable for Portfolios that invest
greater than 10% of average assets in equity security transactions for
which commissions are charged. This disclosure is required for fiscal
periods beginning on or after September 1, 1995.
* For the period October 4, 1994 (commencement of investment operations)
through December 31, 1994.

6
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS

OTC PORTFOLIO

The investment objective of the OTC Portfolio is to seek to obtain long-term
growth of capital.

INVESTMENT POLICIES AND RISKS--OTC PORTFOLIO

The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets, under normal circumstances, in securities principally traded
on the over-the-counter (OTC) securities market. OTC securities tend to be
securities of companies which are smaller or newer than those listed on the
New York or American Stock Exchanges. Issuers of the securities of companies
which are traded on the OTC market include, among others, industrial
corporations, financial service institutions, public utilities, and
transportation companies. OTC securities include both equity and debt
securities (including obligations of the U.S. government). The Portfolio may
also invest in securities of companies that are not traded on the OTC
securities market that represent opportunities for capital appreciation. The
Portfolio will seek to invest in companies that are undervalued relative to
present or future earnings, cash flow or book value. While the Portfolio
intends to invest primarily in equity securities, the Portfolio may also
invest in fixed income securities as described below. Equity securities
include:

7
<PAGE>

common stocks and preferred stocks; securities such as bonds, warrants or
rights that are convertible into stock; and depositary receipts for those
securities.

8
<PAGE>

upon information and recommendations provided by the Sub-Adviser that a
specific Rule 144A security is liquid and thus not subject to the Portfolio's
limitation on investing not more than 15% of its net assets in illiquid
investments. The Board of Trustees has adopted guidelines and delegated to the
Sub-Adviser the daily function of determining and monitoring the liquidity of
Rule 144A securities. The Board, however, will retain sufficient oversight and
be ultimately responsible for the determinations. This investment practice
could have the effect of decreasing the level of liquidity in a Portfolio to
the extent that qualified institutional buyers become for a time uninterested
in purchasing Rule 144A securities held in the investment portfolio.

All of the Portfolio investments and transactions described in this section
are described in greater detail in the Appendix and the SAI.

RESEARCH PORTFOLIO

The investment objective of the Research Portfolio is to provide long-term
growth of capital and future income.

9
<PAGE>

INVESTMENT POLICIES AND RISKS--RESEARCH PORTFOLIO

10
<PAGE>

investments. The Board of Trustees has adopted guidelines and has delegated to
the Sub-Adviser the daily function of determining and monitoring the liquidity
of Rule 144A securities. The Board, however, will retain sufficient oversight
and be ultimately responsible for the determinations. This investment practice
could have the effect of decreasing the level of liquidity in the Portfolio to
the extent that qualified institutional buyers become for a time uninterested
in purchasing Rule 144A securities held in the investment portfolio. Subject
to the Portfolio's 10% limitation on investments in illiquid investments and
subject to the diversification requirements of the Internal Revenue Code of
1986, as amended (the "Code"), the Portfolio may also invest in restricted
securities that may not be sold under Rule 144A, which presents certain risks.
As a result, the Portfolio might not be able to sell these securities when the
Sub-Adviser wishes to do so, or might have to sell them at less than fair
value. In addition, market quotations are less readily available. Therefore,
judgment may at times play a greater role in valuing these securities than in
the case of unrestricted securities.

TOTAL RETURN PORTFOLIO

INVESTMENT POLICIES AND RISKS--TOTAL RETURN PORTFOLIO

11
<PAGE>

Treasury bonds (generally maturities of greater than ten years), all of which
are backed by the full faith and credit of the U.S. Government; and (2)
obligations issued or guaranteed by U.S. Government agencies or
instrumentalities, some of which are backed by the full faith and credit of
the U.S. Treasury, e.g., direct pass-through certificates of GNMA; some of
which are supported by the right of the issuer to borrow from the U.S.
Government, e.g., obligations of Federal Home Loan Banks; and some of which
are backed only by the credit of the issuer itself, e.g., obligations of the
Student Loan Marketing Association.

12
<PAGE>

and recommendations provided by the Sub-Adviser that a specific Rule 144A
security is liquid and thus not subject to the Portfolio's limitation on
investing not more than 15% of its net assets in illiquid investments. The
Board of Trustees has adopted guidelines and delegated to the Sub-Adviser the
daily function of determining and monitoring the liquidity of Rule 144A
securities. The Board, however, will retain sufficient oversight and be
ultimately responsible for the determinations. This investment practice could
have the effect of decreasing the level of liquidity in a Portfolio to the
extent that qualified institutional buyers become for a time uninterested in
purchasing Rule 144A securities held in the investment portfolio. Subject to
the Portfolio's 15% limitation on investments in illiquid investments and
subject to the diversification requirements of the Code, the Portfolio may
also invest in restricted securities that may not be sold under Rule 144A,
which presents certain risks. As a result, the Portfolio might not be able to
sell these securities when the Sub-Adviser wishes to do so, or might have to
sell them at less than fair value. In addition, market quotations are less
readily available. Therefore, judgment may at times play a greater role in
valuing these securities than in the case of unrestricted securities.

While it is not generally the Portfolio's policy to invest or trade for
short-term profits, the Portfolio may dispose of a portfolio security whenever
the Sub-Adviser is of the opinion that such security no longer has an
appropriate appreciation potential or when another security appears to offer
relatively greater appreciation potential. Portfolio changes are made without
regard to the length of time a security has been held, or whether a sale would
result in a profit or loss. Therefore, the rate of portfolio turnover is not a
limiting factor when a change in the portfolio is otherwise appropriate.
Because the Portfolio is expected to have a portfolio turnover rate of over
100%, transaction costs incurred by the Portfolio and the realized capital
gains and losses of the Portfolio may be greater than that of a portfolio with
a lesser turnover rate. The portfolio turnover rates of the Portfolio for the
periods ended December 31, 1997 and 1996 are set forth herein under "Financial
Highlights." (See also "Portfolio Turnover" in the SAI.)

All of the Portfolio investments and transactions described in this section
are described in greater detail in the Appendix and the SAI.

MANAGEMENT OF THE TRUST

INVESTMENT ADVISER

13
<PAGE>

objectives, policies and restrictions and to determine from time to time
securities to be purchased, sold, retained or lent by the Trust and implement
those decisions. The Investment Advisory Agreement also provides that the
Adviser shall manage the Trust's business and affairs and shall provide such
services required for effective administration of the Trust as are now
provided by employees or other agents engaged by the Trust. The Investment
Advisory Agreement further provides that the Adviser shall furnish the Trust
with office space and necessary personnel, pay ordinary office expenses, pay
all executive salaries of the Trust and furnish, without expense to the Trust,
the services of such members of its organization as may be duly elected
officers or Trustees of the Trust. The Investment Advisory Agreement provides
that Adviser may retain sub-advisers, at the Adviser's own cost and expense,
for the purpose of making investment recommendations and research information
available to the Trust.

<TABLE>
<CAPTION>
OTC Portfolio .80% of first $300 million
<C> <S>
.55% of average net assets over and above $300
million
Research Portfolio .80% of first $300 million
.55% of average net assets over and above $300
million
Total Return Portfolio .80% of first $300 million
.55% of average net assets over and above $300
million
</TABLE>

EXPENSES OF THE TRUST

SUB-ADVISER

In accordance with a Portfolio's investment objective and policies and under
the supervision of Adviser and the Trust's Board of Trustees, the Sub-Adviser
is responsible for the day to day investment management of the Portfolio,
makes investment decisions for the Portfolio and places orders on behalf of
the Portfolio to effect the investment decisions made as provided in a Sub-
Advisory Agreement among the Sub-Adviser, the Adviser and the Trust.

14
<PAGE>

<TABLE>
<CAPTION>
OTC Portfolio .40% of first $300 million
<C> <S>
.25% of average net assets over and above $300
million
Research Portfolio .40% of first $300 million
.25% of average net assets over and above $300
million
Total Return Portfolio .40% of first $300 million
.25% of average net assets over and above $300
million
</TABLE>

SALES AND REDEMPTIONS

15
<PAGE>

NET ASSET VALUE

PERFORMANCE INFORMATION

Performance information for each of the other Portfolios may also be
presented from time to time in advertisements and sales literature. The
Portfolios may advertise several types of performance information. These are
the "yield," "average annual total return" and "aggregate total return". Each
of these figures is based upon historical results and is not necessarily
representative of the future performance of any Portfolio.

Advertisements concerning the Trust may from time to time compare the
performance of one or more Portfolios to various indexes. Advertisements may
also contain the performance rankings assigned certain Portfolios or their
advisers by various publications and statistical services, including, for
example, SEI, Lipper Analytical Services Mutual Funds Survey, Lipper Variable
Insurance Products Performance Analysis Service, Morningstar, Intersec
Research Survey of Non-U.S. Equity Fund Returns, Frank Russell International
Universe, and Financial Services Week. Any such comparisons or rankings are
based on past performance and the statistical computation performed by
publications and services, and are not necessarily indications of future
performance. Because the Portfolios are managed investment vehicles investing
in a wide variety of securities, the securities owned by a Portfolio will not
match those making up an index.

TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

16
<PAGE>

The Portfolios will declare and distribute dividends from net ordinary
income at least annually and will distribute its net realized capital gains,
if any, at least annually. Distributions of ordinary income and capital gains
will be made in shares of such Portfolios unless an election is made on behalf
of a separate account to receive distributions in cash. The Life Companies
will be informed at least annually about the amount and character of
distributions from the Trust for federal income tax purposes.

YEAR 2000

17
<PAGE>

its and Golden American's systems are or will be substantially compliant by
Year 2000 and has engaged external consultants to validate this assumption.
The Adviser is in contact with the Trust's Sub-Advisers and third party
vendors to ensure that their systems will be compliant by Year 2000. To the
extent any of these Sub-Advisers and third parties would be unable to transact
business in the Year 2000 and thereafter, the Trust's operations could be
adversely affected.

ADDITIONAL INFORMATION

18
<PAGE>

APPENDIX

SECURITIES AND INVESTMENT PRACTICES

AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS

ASSET-BACKED SECURITIES

BANK OBLIGATIONS

A-1
<PAGE>

BORROWING

Borrowing, including reverse repurchase agreements and, in certain
circumstances, dollar rolls, creates leverage which increases a Portfolio's
investment risk. If the income and gains on the securities purchased with the
proceeds of borrowings exceed the cost of the arrangements, the Portfolio's
earnings or net asset value will increase faster than would be the case
otherwise. Conversely, if the income and gains fail to exceed the costs,
earnings or net asset value will decline faster than would otherwise be the
case.

COMMON STOCK AND OTHER EQUITY SECURITIES

CONVERTIBLE SECURITIES

CURRENCY MANAGEMENT

A Portfolio's flexibility to participate in higher yielding debt markets
outside of the United States may allow the Portfolio to achieve higher yields
than those generally obtained by domestic money market funds and short-term
bond investments. When a Portfolio invests significantly in securities
denominated in foreign currencies, however, movements in foreign currency
exchange rates versus the U.S. dollar are likely to impact the Portfolio's
share price stability relative to domestic short-term income funds.
Fluctuations in foreign currencies can have a positive or negative impact on
returns. Normally, to the extent that the Portfolio is invested in foreign
securities, a weakening in the U.S. dollar relative to the foreign currencies
underlying a Portfolio's investments should help increase the net asset value
of the Portfolio. Conversely, a strengthening in the U.S. dollar versus the
foreign currencies in which a Portfolio's securities are denominated will
generally lower the net asset value of the Portfolio. Each Portfolio's Adviser
or Sub-Adviser attempts to minimize exchange rate risk through active
portfolio management, including hedging currency exposure through the use of
futures, options and forward currency transactions and attempting to identify
bond markets with strong or stable currencies. There can be no assurance that
such hedging will be successful and such transactions, if unsuccessful, could
result in additional losses or expenses to a Portfolio.

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DOLLAR ROLL TRANSACTIONS

EQUITY AND DEBT SECURITIES ISSUED OR GUARANTEED BY SUPRANATIONAL ORGANIZATIONS

EXCHANGE RATE-RELATED SECURITIES

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FIXED-INCOME SECURITIES

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

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extremely difficult, and the successful execution of a hedging strategy is
highly uncertain. In addition, when the Adviser or Sub-Adviser believes that
the currency of a specific country may deteriorate against another currency,
it may enter into a forward contract to sell the less attractive currency and
buy the more attractive one. The amount in question could be less than or
equal to the value of the Portfolio's securities denominated in the less
attractive currency. The Portfolio may also enter into a forward contract to
sell a currency which is linked to a currency or currencies in which some or
all of the Portfolio's portfolio securities are or could be denominated, and
to buy U.S. dollars. These practices are referred to as "cross hedging" and
"proxy hedging."

FOREIGN INVESTMENTS

Certain Portfolios may invest in securities of foreign issuers. There are
certain risks involved in investing in foreign securities, including those
resulting from fluctuations in currency exchange rates, devaluation of
currencies, future political or economic developments and the possible
imposition of currency exchange blockages or other foreign governmental laws
or restrictions, reduced availability of public information concerning
issuers, and the fact that foreign companies are not generally subject to
uniform accounting, auditing and financial reporting standards or to other
regulatory practices and requirements comparable to those applicable to
domestic companies. Moreover, securities of many foreign companies may be less
liquid and the prices more volatile than those of securities of comparable
domestic companies. With respect to certain foreign countries, there is the
possibility of expropriation, nationalization, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Portfolios,
including the withholding of dividends.

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currency exchange rates, the Portfolios are authorized to enter into certain
foreign currency exchange transactions. Investors should be aware that
exchange rate movements can be significant and can endure for long periods of
time. Extensive research of the economic, political and social factors that
influence global markets is conducted by the Adviser or Sub-Advisers.
Particular attention is given to country-specific analysis, reviewing the
strength or weakness of a country's overall economy, the government policies
influencing business conditions and the outlook for the country's currency.
Certain Portfolios are authorized to engage in foreign currency options,
futures, options on futures and forward currency contract transactions for
hedging and/or other permissible purposes.

FUTURES AND OPTIONS ON FUTURES

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Futures Trading Commission exceed 5% of the fair market value of the
Portfolio's net assets, after taking into account unrealized profits and
unrealized losses on futures contracts into which it has entered. With respect
to each long position in a futures contract or option thereon, the underlying
commodity value of such contract will always be covered by cash and cash
equivalents set aside plus accrued profits held at the futures commission
merchant.

Losses incurred in futures contracts and options on futures contracts and
the costs of these transactions will adversely affect a Portfolio's
performance.

GOVERNMENT STRIPPED MORTGAGE-BACKED SECURITIES

Certain Portfolios may invest in Government Stripped Mortgage-Backed
Securities issued or guaranteed by the Government National Mortgage
Association ("GNMA"), Federal National Mortgage Association ("FNMA") and
Federal Home Loan Mortgage Corporation ("FHLMC"). These securities represent
beneficial ownership interests in either periodic principal distributions
("principal-only") or interest distributions ("interest-only") on mortgage-
backed certificates issued by GNMA, FNMA or FHLMC, as the case may be. The
certificates underlying the Government Stripped Mortgage-Backed Securities
represent all or part of the beneficial interest in pools of mortgage loans.
The Portfolios will invest in interest-only Government Stripped Mortgage-
Backed Securities in order to enhance yield or to benefit from anticipated
appreciation in value of the securities at times when the Adviser or
appropriate Sub-Adviser believes that interest rates will remain stable or
increase. In periods of rising interest rates, the value of interest-only
Government Stripped Mortgage-Backed Securities may be expected to increase
because of the diminished expectation that the underlying mortgages will be
prepaid. In this situation the expected increase in the value of interest-only
Government Stripped Mortgage-Backed Securities may offset all or a portion of
any decline in value of the portfolio securities of the Portfolios. Investing
in Government Stripped Mortgage-Backed Securities involves the risks normally
associated with

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investing in mortgage-backed securities issued by government or government-
related entities. See "Mortgage-Backed Securities" below. In addition, the
yields on interest-only and principal-only Government Stripped Mortgage-Backed
Securities are extremely sensitive to the prepayment experience on the
mortgage loans underlying the certificates collateralizing the securities. If
a decline in the level of prevailing interest rates results in a rate of
principal prepayments higher than anticipated, distributions of principal will
be accelerated, thereby reducing the yield to maturity on interest-only
Government Stripped Mortgage-Backed Securities and increasing the yield to
maturity on principal-only Government Stripped Mortgage-Backed Securities.
Conversely, if an increase in the level of prevailing interest rates results
in a rate of principal prepayments lower than anticipated, distributions of
principal will be deferred, thereby increasing the yield to maturity on
interest-only Government Stripped Mortgage-Backed Securities and decreasing
the yield to maturity on principal-only Government Stripped Mortgage-Backed
Securities. Sufficiently high prepayment rates could result in the Portfolio
not fully recovering its initial investment in an interest-only Government
Stripped Mortgage-Backed Security. Government Stripped Mortgage-Backed
Securities are currently traded in an over-the-counter market maintained by
several large investment banking firms. There can be no assurance that the
Portfolio will be able to effect a trade of a Government Stripped Mortgage-
Backed Security at a time when it wishes to do so. The Portfolios will acquire
Government Stripped Mortgage-Backed Securities only if a liquid secondary
market for the securities exists at the time of acquisition.

INTEREST RATE TRANSACTIONS

ILLIQUID SECURITIES

Up to 10% (15% for the International Fixed Income Portfolio, Mortgage-Backed
Securities Portfolio, OTC Portfolio and Total Return Portfolio) of the net
assets of a Portfolio may be invested in securities that are not readily
marketable, including, where applicable: (1) Repurchase Agreements with
maturities greater than seven calendar days; (2) time deposits maturing in
more than seven calendar days; (3) to the extent a liquid secondary market
does not exist for the instruments, futures contracts and options thereon
(except for the Money Market Portfolio); (4) certain over-the-counter options,
as described in the SAI; (5) certain variable rate demand notes having a
demand period of more than seven days; and (6) securities the disposition of
which is restricted under Federal securities laws (excluding Rule 144A
Securities, described below). The Portfolios will not include for purposes of
the restrictions on illiquid investments, securities sold pursuant to Rule
144A under the Securities Act of 1933, as amended, so long as such securities
meet liquidity guidelines established by the Trust's Board of Trustees. Under
Rule 144A, securities which would otherwise be restricted may be sold by
persons other than issuers or dealers to qualified institutional buyers.

INVESTMENT COMPANIES

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funds. As a shareholder in any such mutual fund, the Portfolio will bear its
ratable share of the mutual fund's expenses, including management fees, and
will remain subject to the Portfolio's advisory and administration fees with
respect to the assets so invested.

LEASE OBLIGATION BONDS

LENDING OF SECURITIES

LOWER-RATED SECURITIES

Securities rated below investment grade as well as unrated securities are
often considered to be speculative and usually entail greater risk (including
the possibility of default or bankruptcy of the issuers). Such securities
generally involve greater price volatility and risk of principal and income,
and may be less liquid, than securities in higher rated categories. Both price
volatility and illiquidity may make it difficult for the Portfolio to value
certain of these securities at certain times and these securities may be
difficult to sell under certain market conditions. Prices for securities rated
below investment grade may be affected by legislative and regulatory
developments. (See SAI for additional information pertaining to lower-rated
securities including risks.)

MORTGAGE-BACKED SECURITIES

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certificates that are structured to direct payments on underlying collateral
to different series or classes of the obligations.

NEW ISSUERS

OPTIONS ON SECURITIES

COVERED OPTION WRITING. Certain Portfolios may write put and call options on
securities for hedging purposes. The Portfolios realize fees (referred to as
"premiums") for granting the rights evidenced by the options. A put option
embodies the right of its purchaser to compel the writer of the option to
purchase from the option holder an underlying security at a specified price at
any time during the option period. In contrast, a call option embodies the
right of its purchaser to compel the writer of the option to sell to the
option holder an underlying security at a specified price at anytime during
the option period.

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OPTIONS ON FOREIGN CURRENCIES

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OPTIONS ON INDEXES

Options on securities indexes entail risks in addition to the risks of
options on securities. Because exchange trading of options on securities
indexes is relatively new, the absence of a liquid secondary market to close
out an option position is more likely to occur, although a Portfolio generally
will only purchase or write such an option if the Adviser or Sub-Adviser
believes the option can be closed out. Because options on securities indexes
require settlement in cash, a Portfolio may be forced to liquidate portfolio
securities to meet settlement obligations. A Portfolio will engage in stock
index options transactions only when determined by its Adviser or Sub-Adviser
to be consistent with its efforts to control risk. There can be no assurance
that such judgement will be accurate or that the use of these portfolio
strategies will be successful.

OVER-THE-COUNTER OPTIONS

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with such primary dealers will provide that each Portfolio has the absolute
right to repurchase any option it writes at any time at a price which
represents the fair market value, as determined in good faith through
negotiation between the parties, but which in no event will exceed a price
determined pursuant to a formula in the contract. Although the specific
formula may vary between contracts with different primary dealers, the formula
will generally be based on a multiple of the premium received by the Portfolio
for writing the option, plus the amount, if any, of the option's intrinsic
value (i.e., the amount that the option is in-the-money). The formula may also
include a factor to account for the difference between the price of the
security and the strike price of the option if the option is written out-of-
money. A Portfolio will treat all or a part of the formula price as illiquid
for purposes of the SEC illiquidity ceiling. Certain Portfolios may also write
over-the-counter options with non-primary dealers, including foreign dealers,
and will treat the assets used to cover these options as illiquid for purposes
of such SEC illiquidity ceiling.

REPURCHASE AGREEMENTS

REVERSE REPURCHASE AGREEMENTS

SMALL COMPANIES

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securities may trade less frequently and in smaller volume than more widely
held securities. The values of these securities may fluctuate more sharply
than those of other securities, and a Portfolio may experience some difficulty
in establishing or closing out positions in these securities at prevailing
market prices. There may be less publicly available information about the
issuers of these securities or less market interest in such securities than in
the case of larger companies, and it may take a longer period of time for the
prices of such securities to reflect the full value of their issuers'
underlying earnings potential or assets.

STRATEGIC TRANSACTIONS

Strategic Transactions may be used to attempt to protect against possible
changes in the market value of securities held in or to be purchased for the
Portfolio's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Portfolio's unrealized gains in the value of
its portfolio securities, to facilitate the sale of such securities for
investment purposes, to manage the effective maturity or duration of the
Portfolio's portfolio, or to establish a position in the derivatives markets
as a temporary substitute for purchasing or selling particular securities.
Some Strategic Transactions may also be used to seek potentially higher
returns, although no more than 5% of the Portfolio's assets will be used as
the initial margin or purchase price of options for Strategic Transactions
entered into for purposes other than "bona fide hedging" positions as defined
in the regulations adopted by the Commodity Futures Trading Commission. Any or
all of these investment techniques may be used at any time, as use of any
Strategic Transaction is a function of numerous variables including market
conditions. The ability of the Portfolio to utilize these Strategic
Transactions successfully will depend on the Adviser's or Sub-Adviser's
ability to predict, which cannot be assured, pertinent market movements. The
Portfolio will comply with applicable regulatory requirements when utilizing
Strategic Transactions. Strategic Transactions involving financial futures and
options thereon will be purchased, sold or entered into only for bona fide
hedging, risk management or portfolio management purposes.

U.S. GOVERNMENT SECURITIES

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WHEN ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS

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EQUI-SELECT SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1998

This Statement of Additional Information (this "Statement") contains
information which may be of interest to investors but which is not included in
the Prospectus of Equi-Select Series Trust (the "Trust"). This Statement is
not a prospectus and is only authorized for distribution when accompanied or
preceded by the Prospectus of the Trust dated May 1, 1998. This Statement
should be read together with the Prospectus. Investors may obtain a free copy
of the Prospectus by calling Equitable Life Insurance Company of Iowa ("Life
Company") at (800) 344-6864. Certain Portfolios described in the Prospectus
and in this Statement may be unavailable for investment.

TABLE OF CONTENTS

DEFINITIONS
INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST
INVESTMENT RESTRICTIONS
MANAGEMENT OF THE TRUST
DETERMINATION OF NET ASSET VALUE
TAXES
DIVIDENDS AND DISTRIBUTIONS
PERFORMANCE INFORMATION
SHAREHOLDER COMMUNICATIONS
ORGANIZATION AND CAPITALIZATION
PORTFOLIO TURNOVER
CUSTODIAN
LEGAL COUNSEL
INDEPENDENT AUDITORS
SHAREHOLDER LIABILITY
FINANCIAL STATEMENTS

EQUI-SELECT SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION

DEFINITIONS

The "Trust" -- Equi-Select Series Trust.

"Adviser" -- Directed Services, Inc.,
the Trust's investment adviser.

INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST

The Trust currently offers shares of beneficial interest of nine series (the
"Portfolios") with separate investment objectives and policies. The investment
objectives and policies of each of the Portfolios of the Trust are described
in the Prospectus. This Statement contains additional information concerning
certain investment practices and investment restrictions of the Trust.

Shares of the Trust are sold only to insurance company separate accounts to
fund the benefits of variable annuity contracts and variable life insurance
policies ("Variable Contracts") owned by their respective contractholders.
Certain Portfolios of the Trust may not be available in connection with a
particular Variable Contract or in a particular state. Investors should
consult the separate account prospectus of the specific insurance product that
accompanies the Trust prospectus for information on any applicable
restrictions or limitations with respect to the Portfolios of the Trust.

Except as described below under "Investment Restrictions", the investment
objectives and policies described in the Prospectus and in this Statement are
not fundamental, and the Trustees may change the investment objectives and
policies of a Portfolio without an affirmative vote of shareholders of the
Portfolio.

Except as otherwise noted below, the following descriptions of certain
investment policies and techniques are applicable to all of the Portfolios.

OPTIONS

Each Portfolio other than the Money Market Portfolio may purchase put and call
options on portfolio securities in which they may invest that are traded on a
U.S. or foreign securities exchange or in the over-the-counter market.

COVERED CALL OPTIONS. Each Portfolio other than the Money Market
Portfolio may write covered call options on portfolio securities to realize a
greater current return through the receipt of premiums than it would realize
on portfolio securities alone. Such option transactions may also be used as a
limited form of hedging against a decline in the price of securities owned by
the Portfolio.

A call option gives the holder the right to purchase, and obligates the
writer to sell, a security at the exercise price at any time before the
expiration date. A call option is "covered" if the writer, at all times while
obligated as a writer, either owns the underlying securities (or comparable
securities satisfying the cover requirements of the securities exchanges), or
has the right to acquire such securities through immediate conversion of
portfolio securities.

In return for the premium received when it writes a covered call option,
the Portfolio gives up some or all of the opportunity to profit from an
increase in the market price of the securities covering the call option during
the life of the option. The Portfolio retains the risk of loss should the
price of such securities decline. If the option expires unexercised, the
Portfolio realizes a gain equal to the premium, which may be offset by a
decline in price of the underlying security. If the option is exercised, the
Portfolio realizes a gain or loss equal to the difference between the
Portfolio's cost for the underlying security and the proceeds of sale
(exercise price minus commissions) plus the amount of the premium.

A Portfolio may terminate a call option that it has written before it
expires by entering into a closing purchase transaction. A Portfolio may enter
into closing purchase transactions in order to free itself to sell the
underlying security or to write another call on the security, realize a profit
on a previously written call option, or protect a security from being called in
an unexpected market rise. Any profits from a closing purchase transaction may
be offset by a decline in the value of the underlying security. Conversely,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from a closing purchase transaction is likely to be offset in whole or in part
by unrealized appreciation of the underlying security owned by the Trust.

COVERED PUT OPTIONS. Each Portfolio other than the Money Market Portfolio
may write covered put options in order to enhance its current return. Such
options transactions may also be used as a limited form of hedging against an
increase in the price of securities that the Portfolio plans to purchase. A
put option gives the holder the right to sell, and obligates the writer to
buy, a security at the exercise price at any time before the expiration date.
A put option is "covered" if the writer segregates cash and high-grade
short-term debt obligations or other permissible collateral equal to the price
to be paid if the option is exercised.

In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, the Portfolio also
receives interest on the cash and debt securities maintained to cover the
exercise price of the option. By writing a put option, the Portfolio assumes
the risk that it may be required to purchase the underlying security for an
exercise price higher than its then current market value, resulting in a
potential capital loss unless the security later appreciates in value.

A Portfolio may terminate a put option that it has written before it
expires by a closing purchase transaction. Any loss from this transaction may
be partially or entirely offset by the premium received on the terminated
option.

PURCHASING PUT AND CALL OPTIONS. Each Portfolio other than the Money
Market Portfolio may also purchase put options to protect portfolio holdings
against a decline in market value. This protection lasts for the life of the
put option because the Portfolio, as a holder of the option, may sell the
underlying security at the exercise price regardless of any decline in its
market price. In order for a put option to be profitable, the market price of
the underlying security must decline sufficiently below the exercise price to
cover the premium and transaction costs that the Portfolio must pay. These
costs will reduce any profit the Portfolio might have realized had it sold the
underlying security instead of buying the put option.

Each Portfolio other than the Money Market Portfolio may purchase call
options to hedge against an increase in the price of securities that the
Portfolio wants ultimately to buy. Such hedge protection is provided during
the life of the call option since the Portfolio, as holder of the call option,
is able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market price. In order for a call option
to be profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and transaction
costs. These costs will reduce any profit the Portfolio might have realized
had it bought the underlying security at the time it purchased the call
option. A Portfolio may also purchase put and call options to enhance its
current return.

OPTIONS ON FOREIGN SECURITIES. The Trust may, on behalf of each of the
Portfolios other than the Money Market Portfolio, purchase and sell options on
foreign securities if in the opinion of the Adviser or Sub-Adviser of the
particular Portfolio the investment characteristics of such options, including
the risks of investing in such options, are consistent with the Portfolio's
investment objectives. It is expected that risks related to such options will
not differ materially from risks related to options on U.S. securities.
However, position limits and other rules of foreign exchanges may differ from
those in the U.S. In addition, options markets in some countries, many of
which are relatively new, may be less liquid than comparable markets in the
U.S.

RISKS INVOLVED IN THE SALE OF OPTIONS. Options transactions involve
certain risks, including the risks that a Portfolio's Adviser or Sub-Adviser
will not forecast interest rate or market movements correctly, that a
Portfolio may be unable at times to close out such positions, or that hedging
transactions may not accomplish their purpose because of imperfect market
correlations. The successful use of these strategies depends on the ability of
a Portfolio's Sub-Adviser to forecast market and interest rate movements
correctly.

An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. If no secondary market were to
exist, it would be impossible to enter into a closing transaction to close out
an option position. As a result, a Portfolio may be forced to continue to
hold, or to purchase at a fixed price, a security on which it has sold an
option at a time when a Portfolio's Adviser or Sub-Adviser believes it is
inadvisable to do so.

Higher than anticipated trading activity or order flow or other
unforeseen events might cause The Options Clearing Corporation or an exchange
to institute special trading procedures or restrictions that might restrict a
Portfolio's use of options. The exchanges have established limitations on the
maximum number of calls and puts of each class that may be held or written by
an investor or group of investors acting in concert. It is possible that the
Trust and other clients of the Adviser or Sub-Adviser may be considered such a
group. These position limits may restrict the Trust's ability to purchase or
sell options on particular securities.

Options which are not traded on national securities exchanges may be
closed out only with the other party to the option transaction. For that
reason, it may be more difficult to close out unlisted options than listed
options. Furthermore, unlisted options are not subject to the protection
afforded purchasers of listed options by The Options Clearing Corporation.

Government regulations, particularly the requirements for qualification
as a "regulated investment company" under the Internal Revenue Code, may also
restrict the Trust's use of options.

SPECIAL EXPIRATION PRICE OPTIONS

Certain of the Portfolios may purchase over-the-counter ("OTC") puts and calls
with respect to specified securities ("special expiration price options")
pursuant to which the Portfolios in effect may create a custom index relating
to a particular industry or sector that the Adviser or Sub-Adviser believes
will increase or decrease in value generally as a group. In exchange for a
premium, the counterparty, whose performance is guaranteed by a broker-dealer,
agrees to purchase (or sell) a specified number of shares of a particular
stock at a specified price and further agrees to cancel the option at a
specified price that decreases straight line over the term of the option.
Thus, the value of the special expiration price option is comprised of the
market value of the applicable underlying security relative to the option
exercise price and the value of the remaining premium. However, if the value
of the underlying security increases (or decreases) by a prenegotiated amount,
the special expiration price option is canceled and becomes worthless. A
portion of the dividends during the term of the option is applied to reduce
the exercise price if the options are exercised. Brokerage commissions and
other transaction costs will reduce these Portfolios' profits if the special
expiration price options are exercised. A Portfolio will not purchase special
expiration price options with respect to more than 25% of the value of its net
assets.

LEAPS AND BOUNDS

The Value + Growth Portfolio may purchase certain long-term exchange-traded
equity options called Long-Term Equity Anticipation Securities ("LEAPs") and
Buy-Right Options Unitary Derivatives ("BOUNDs"). LEAPs provide a holder the
opportunity to participate in the underlying securities' appreciation in
excess of a fixed dollar amount. BOUNDs provide a holder the opportunity to
retain dividends on the underlying security while potentially participating in
the underlying securities' capital appreciation up to a fixed dollar amount.
The Value + Growth Portfolio will not purchase these options with respect to
more than 25% of the value of its net assets.

LEAPs are long-term call options that allow holders the opportunity to
participate in the underlying securities' appreciation in excess of a
specified strike price, without receiving payments equivalent to any cash
dividends declared on the underlying securities. A LEAP holder will be
entitled to receive a specified number of shares of the underlying stock upon
payment of the exercise price, and therefore the LEAP will be exercisable at
any time the price of the underlying stock is above the strike price. However,
if at expiration the price of the underlying stock is at or below the strike
price, the LEAP will expire worthless.

BOUNDs are long-term options which are expected to have the same economic
characteristics as covered call options, with the added benefits that BOUNDs
can be traded in a single transaction and are not subject to early exercise.
Covered call writing is a strategy by which an investor sells a call option
while simultaneously owning the number of shares of the stock underlying the
call. BOUND holders are able to participate in a stock's price appreciation up
to but not exceeding a specified strike price while receiving payments
equivalent to any cash dividends declared on the underlying stock. At
expiration, a BOUND holder will receive a specified number of shares of the
underlying stock for each BOUND held if, on the last day of trading, the
underlying stock closes at or below the strike price. However, if at
expiration the underlying stock closes above the strike price, the BOUND
holder will receive a payment equal to a multiple of the BOUND's strike price
for each BOUND held. The terms of a BOUND are not adjusted because of cash
distributions to the shareholders of the underlying security. BOUNDs are
subject to the position limits for equity options imposed by the exchanges on
which they are traded.

The settlement mechanism for BOUNDs operates in conjunction with that of the
corresponding LEAPs. For example, if at expiration the underlying stock closes
at or below the strike price, the LEAP will expire worthless, and the holder
of a corresponding BOUND will receive a specified number of shares of stock
from the writer of the BOUND. If, on the other hand, the LEAP is "in the
money" at expiration, the holder of the LEAP is entitled to receive a
specified number of shares of the underlying stock from the LEAP writer upon
payment of the strike price, and the holder of a BOUND on such stock is
entitled to the cash equivalent of a multiple of the strike price from the
writer of the BOUND. An investor holding both a LEAP and a corresponding
BOUND, where the underlying stock closes above the strike price at expiration,
would be entitled to receive a multiple of the strike price from the writer of
the BOUND and, upon exercise of the LEAP, would be obligated to pay the same
amount to receive shares of the underlying stock. LEAPs are American-style
options (exercisable at any time prior to expiration) whereas BOUNDs are
European-style options (exercisable only on the expiration date).

FUTURES CONTRACTS

The Trust may, on behalf of each Portfolio that may invest in debt securities,
other than the Money Market Portfolio, buy and sell futures contracts on debt
securities of the type in which the Portfolio may invest and on indexes of
debt securities. In addition, the Trust may, on behalf of each Portfolio that
may invest in equity securities, purchase and sell stock index futures for
hedging and non-hedging purposes. The Trust may also, for hedging and
non-hedging purposes, purchase and write options on futures contracts of the
type which such Portfolios are authorized to buy and sell and may engage in
related closing transactions. All such futures and related options will, as
may be required by applicable law, be traded on exchanges that are licensed
and regulated by the Commodity Futures Trading Commission ("CFTC").

FUTURES ON DEBT SECURITIES AND RELATED OPTIONS. A futures contract on a
debt security is a binding contractual commitment which, if held to maturity,
will result in an obligation to make or accept delivery, during a particular
month, of securities having a standardized face value and rate of return. By
purchasing futures on debt securities -- assuming a "long" position -- the
Trust will legally obligate itself on behalf of the Portfolios to accept the
future delivery of the underlying security and pay the agreed price. By
selling futures on debt securities -- assuming a "short" position -- it will
legally obligate itself to make the future delivery of the security against
payment of the agreed price. Open futures positions on debt securities will be
valued at the most recent settlement price, unless that price does not, in the
judgment of persons acting at the direction of the Trustees as to the
valuation of the Trust's assets, reflect the fair value of the contract, in
which case the positions will be valued by or under the direction of the
Trustees or such persons.

Positions taken in the futures markets are not normally held to maturity,
but are instead liquidated through offsetting transactions which may result in
a profit or a loss. While futures positions taken by the Trust on behalf of a
Portfolio will usually be liquidated in this manner, the Trust may instead
make or take delivery of the underlying securities whenever it appears
economically advantageous to the Portfolio to do so. A clearing corporation
associated with the exchange on which futures are traded assumes
responsibility for such closing transactions and guarantees that the Trust's
sale and purchase obligations under closed-out positions will be performed at
the termination of the contract.

Hedging by use of futures on debt securities seeks to establish more
certainly than would otherwise be possible the effective rate of return on
portfolio securities. A Portfolio may, for example, take a "short" position in
the futures market by selling contracts for the future delivery of debt
securities held by the Portfolio (or securities having characteristics similar
to those held by the Portfolio) in order to hedge against an anticipated rise
in interest rates that would adversely affect the value of the Portfolio's
portfolio securities. When hedging of this character is successful, any
depreciation in the value of portfolio securities may substantially be offset
by appreciation in the value of the futures position.

On other occasions, the Portfolio may take a "long" position by
purchasing futures on debt securities. This would be done, for example, when
the Trust expects to purchase for the Portfolio particular securities when it
has the necessary cash, but expects the rate of return available in the
securities markets at that time to be less favorable than rates currently
available in the futures markets. If the anticipated rise in the price of the
securities should occur (with its concomitant reduction in yield), the
increased cost to the Portfolio of purchasing the securities may be offset, at
least to some extent, by the rise in the value of the futures position taken
in anticipation of the subsequent securities purchase.

Successful use by the Trust of futures contracts on debt securities is
subject to the ability of a Portfolio's Adviser or Sub-Adviser to predict
correctly movements in the direction of interest rates and other factors
affecting markets for debt securities. For example, if a Portfolio has hedged
against the possibility of an increase in interest rates which would adversely
affect the market prices of debt securities held by it and the prices of such
securities increase instead, the Portfolio will lose part or all of the
benefit of the increased value of its securities which it has hedged because
it will have offsetting losses in its futures positions. In addition, in such
situations, if the Portfolio has insufficient cash, it may have to sell
securities to meet daily maintenance margin requirements, and thus the
Portfolio may have to sell securities at a time when it may be disadvantageous
to do so.

The Trust may purchase and write put and call options on certain debt
futures contracts, as they become available. Such options are similar to
options on securities except that options on futures contracts give the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified exercise price at any time during the
period of the option. As with options on securities, the holder or writer of
an option may terminate his position by selling or purchasing an option of the
same series. There is no guarantee that such closing transactions can be
effected. The Trust will be required to deposit initial margin and maintenance
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements, and, in addition, net option premiums
received will be included as initial margin deposits. See "Margin Payments"
below. Compared to the purchase or sale of futures contracts, the purchase of
call or put options on futures contracts involves less potential risk to the
Trust because the maximum amount at risk is the premium paid for the options
plus transactions costs. However, there may be circumstances when the purchase
of call or put options on a futures contract would result in a loss to the
Trust when the purchase or sale of the futures contracts would not, such as
when there is no movement in the prices of debt securities. The writing of a
put or call option on a futures contract involves risks similar to those risks
relating to the purchase or sale of futures contracts.

INDEX FUTURES CONTRACTS AND OPTIONS. The Trust may invest in debt index
futures contracts and stock index futures contracts, and in related options. A
debt index futures contract is a contract to buy or sell units of a specified
debt index at a specified future date at a price agreed upon when the contract
is made. A unit is the current value of the index. Debt index futures in which
the Trust presently expects to invest are not now available, although the
Trust expects such futures contracts to become available in the future. A
stock index futures contract is a contract to buy or sell units of a stock
index at a specified future date at a price agreed upon when the contract is
made. A unit is the current value of the stock index.

The following example illustrates generally the manner in which index
futures contracts operate. The Standard & Poor's 100 Stock Index (the "S&P 100
Index") is composed of 100 selected common stocks, most of which are listed on
the New York Stock Exchange. The S&P 100 Index assigns relative weightings to
the common stocks included in the Index, and the Index fluctuates with changes
in the market values of those common stocks. In the case of the S&P 100 Index,
contracts are to buy or sell 100 units. Thus, if the value of the S&P 100
Index were $180, one contract would be worth $18,000 (100 units x $180). The
stock index futures contract specifies that no delivery of the actual stocks
making up the index will take place. Instead, settlement in cash must occur
upon the termination of the contract, with the settlement being the difference
between the contract price and the actual level of the stock index at the
expiration of the contract. For example, if a Portfolio enters into a futures
contract to buy 100 units of the S&P 100 Index at a specified future date at a
contract price of $180 and the S&P 100 Index is at $184 on that future date,
the Portfolio will gain $400 (100 units x gain of $4). If the Portfolio enters
into a futures contract to sell 100 units of the stock index at a specified
future date at a contract price of $180 and the S&P 100 Index is at $182 on
that future date, the Portfolio will lose $200 (100 units x loss of $2).

The Trust does not presently expect to invest in debt index futures
contracts. Stock index futures contracts are currently traded with respect to
the S&P 100 Index on the Chicago Mercantile Exchange, and with respect to
other broad stock market indexes, such as the New York Stock Exchange
Composite Stock Index, which is traded on the New York Futures Exchange, and
the Value Line Composite Stock Index, which is traded on the Kansas City Board
of Trade, as well as with respect to narrower "sub-indexes" such as the S&P
100 Energy Stock Index and the New York Stock Exchange Utilities Stock Index.
A Portfolio may purchase or sell futures contracts with respect to any stock
indexes. Positions in index futures may be closed out only on an exchange or
board of trade which provides a secondary market for such futures.

In order to hedge a Portfolio's investments successfully using futures
contracts and related options, the Trust must invest in futures contracts with
respect to indexes or sub-indexes the movements of which will, in its
judgment, have a significant correlation with movements in the prices of the
Portfolio's securities.

Options on index futures contracts are similar to options on securities
except that options on index futures contracts give the purchaser the right,
in return for the premium paid, to assume a position in an index futures
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period
of the option. Upon exercise of the option, the holder would assume the
underlying futures position and would receive a variation margin payment of
cash or securities approximating the increase in the value of the holder's
option position. If an option is exercised on the last trading day prior to
the expiration date of the option, the settlement will be made entirely in
cash based on the difference between the exercise price of the option and the
closing level of the index on which the futures contract is based on the
expiration date. Purchasers of options who fail to exercise their options
prior to the exercise date suffer a loss of the premium paid.

As an alternative to purchasing and selling call and put options on index
futures contracts, each of the Portfolios which may purchase and sell index
futures contracts may purchase and sell call and put options on the underlying
indexes themselves to the extent that such options are traded on national
securities exchanges. Index options are similar to options on individual
securities in that the purchaser of an index option acquires the right to buy
(in the case of a call) or sell (in the case of a put), and the writer
undertakes the obligation to sell or buy (as the case may be), units of an
index at a stated exercise price during the term of the option. Instead of
giving the right to take or make actual delivery of securities, the holder of
an index option has the right to receive a cash "exercise settlement amount".
This amount is equal to the amount by which the fixed exercise price of the
option exceeds (in the case of a put) or is less than (in the case of a call)
the closing value of the underlying index on the date of the exercise,
multiplied by a fixed "index multiplier".

A Portfolio may purchase or sell options on stock indexes in order to
close out its outstanding positions in options on stock indexes which it has
purchased. A Portfolio may also allow such options to expire unexercised.

Compared to the purchase or sale of futures contracts, the purchase of
call or put options on an index involves less potential risk to the Trust
because the maximum amount at risk is the premium paid for the options plus
transactions costs. The writing of a put or call option on an index involves
risks similar to those risks relating to the purchase or sale of index futures
contracts.

MARGIN PAYMENTS. When a Portfolio purchases or sells a futures contract,
it is required to deposit with the Custodian an amount of cash, U.S. Treasury
bills, or other permissible collateral equal to a small percentage of the
amount of the futures contract. This amount is known as "initial margin". The
nature of initial margin is different from that of margin in security
transactions in that it does not involve borrowing money to finance
transactions. Rather, initial margin is similar to a performance bond or good
faith deposit that is returned to the Trust upon termination of the contract,
assuming the Trust satisfies its contractual obligations.

Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market". These payments are called "variation
margin" and are made as the value of the underlying futures contract
fluctuates. For example, when a Portfolio sells a futures contract and the
price of the underlying debt security rises above the delivery price, the
Portfolio's position declines in value. The Portfolio then pays the broker a
variation margin payment equal to the difference between the delivery price of
the futures contract and the value of the index underlying the futures
contract. Conversely, if the price of the underlying index falls below the
delivery price of the contract, the Portfolio's futures position increases in
value. The broker then must make a variation margin payment equal to the
difference between the delivery price of the futures contract and the value of
the index underlying the futures contract.

When a Portfolio terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to
the Portfolio, and the Portfolio realizes a loss or a gain. Such closing
transactions involve additional commission costs.

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

LIQUIDITY RISKS. Positions in futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Trust intends to purchase or sell futures only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular
time. If there is not a liquid secondary market at a particular time, it may
not be possible to close a futures position at such time and, in the event of
adverse price movements, a Portfolio would continue to be required to make
daily cash payments of variation margin. However, in the event financial
futures are used to hedge portfolio securities, such securities will not
generally be sold until the financial futures can be terminated. In such
circumstances, an increase in the price of the portfolio securities, if any,
may partially or completely offset losses on the financial futures.

In addition to the risks that apply to all options transactions, there
are several special risks relating to options on futures contracts. The
ability to establish and close out positions in such options will be subject
to the development and maintenance of a liquid secondary market. It is not
certain that such a market will develop. Although a Portfolio generally will
purchase only those options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange
will exist for any particular option or at any particular time. In the event
that no such market exists for particular options, it might not be possible to
effect closing transactions in such options with the result that a Portfolio
would have to exercise the options in order to realize any profit.

HEDGING RISKS. There are several risks in connection with the use by a
Portfolio of futures contracts and related options as a hedging device. One
risk arises because of the imperfect correlation between movements in the
prices of the futures contracts and options and movements in the underlying
securities or index or movements in the prices of the Trust's securities which
are the subject of the hedge. A Portfolio's Adviser or Sub-Adviser will,
however, attempt to reduce this risk by purchasing and selling, to the extent
possible, futures contracts and related options on securities and indexes the
movements of which will, in its judgment, correlate closely with movements in
the prices of the underlying securities or index and the Trust's portfolio
securities sought to be hedged.

Successful use of futures contracts and options by a Portfolio for
hedging purposes is also subject to a Portfolio's Adviser's or Sub-Adviser's
ability to predict correctly movements in the direction of the market. It is
possible that, where a Portfolio has purchased puts on futures contracts to
hedge its portfolio against a decline in the market, the securities or index
on which the puts are purchased may increase in value and the value of
securities held in the portfolio may decline. If this occurred, the Portfolio
would lose money on the puts and also experience a decline in value in its
portfolio securities. In addition, the prices of futures, for a number of
reasons, may not correlate perfectly with movements in the underlying
securities or index due to certain market distortions. First, all participants
in the futures market are subject to margin deposit requirements. Such
requirements may cause investors to close futures contracts through offsetting
transactions which could distort the normal relationship between the
underlying security or index and futures markets. Second, the margin
requirements in the futures markets are less onerous than margin requirements
in the securities markets in general, and as a result the futures markets may
attract more speculators than the securities markets do. Increased
participation by speculators in the futures markets may also cause temporary
price distortions. Due to the possibility of price distortion, even a correct
forecast of general market trends by a Portfolio's Adviser or Sub-Adviser may
still not result in a successful hedging transaction over a very short time
period.

OTHER RISKS. Portfolios will incur brokerage fees in connection with
their futures and options transactions. In addition, while futures contracts
and options on futures will be purchased and sold to reduce certain risks,
those transactions themselves entail certain other risks. Thus, while a
Portfolio may benefit from the use of futures and related options,
unanticipated changes in interest rates or stock price movements may result in
a poorer overall performance for the Portfolio than if it had not entered into
any futures contracts or options transactions. Moreover, in the event of an
imperfect correlation between the futures position and the portfolio position
which is intended to be protected, the desired protection may not be obtained
and the Portfolio may be exposed to risk of loss.

INDEXED SECURITIES

Certain of the Portfolios may purchase securities whose prices are indexed to
the prices of other securities, securities indexes, currencies, precious
metals or other commodities, or other financial indicators. Indexed securities
typically, but not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific instrument or
statistic. Gold-indexed securities, for example, typically provide for a
maturity value that depends on the price of gold, resulting in a security
whose price tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values of
one or more specified foreign currencies, and may offer higher yields than
U.S. dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting in a
security whose price characteristics are similar to a put option on the
underlying currency. Currency-indexed securities also may have prices that
depend on the values of a number of different foreign currencies relative to
each other.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, commodity or other instrument to which
they are indexed, and also may be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent
issuers of indexed securities have included banks, corporations, and certain
U.S. Government agencies.

FORWARD COMMITMENTS

The Trust may, on behalf of each Portfolio, enter into contracts to purchase
securities for a fixed price at a future date beyond customary settlement time
("forward commitments") if the Portfolio holds, and maintains until the
settlement date in a segregated account, cash or high-grade debt obligations
in an amount sufficient to meet the purchase price, or if the Portfolio enters
into offsetting contracts for the forward sale of other securities it owns.
Forward commitments may be considered securities in themselves, and involve a
risk of loss if the value of the security to be purchased declines prior to
the settlement date, which risk is in addition to the risk of decline in the
value of the Portfolio's other assets. Where such purchases are made through
dealers, the Portfolio relies on the dealer to consummate the sale. The
dealer's failure to do so may result in the loss to the Portfolio of an
advantageous yield or price.

Although a Portfolio will generally enter into forward commitments with the
intention of acquiring securities for its portfolio or for delivery pursuant
to options contracts it has entered into, a Portfolio may dispose of a
commitment prior to settlement if a Portfolio's Adviser or Sub-Adviser deems
it appropriate to do so. A Portfolio may realize short-term profits or losses
upon the sale of forward commitments.

REPURCHASE AGREEMENTS

On behalf of each Portfolio, the Trust may enter into repurchase agreements. A
repurchase agreement is a contract under which the Portfolio acquires a
security for a relatively short period (usually not more than one week)
subject to the obligation of the seller to repurchase and the Portfolio to
resell such security at a fixed time and price (representing the Portfolio's
cost plus interest). It is the Trust's present intention to enter into
repurchase agreements only with member banks of the Federal Reserve System and
securities dealers meeting certain criteria as to creditworthiness and
financial condition established by the Trustees of the Trust and only with
respect to obligations of the U.S. government or its agencies or
instrumentalities or other high-quality, short-term debt obligations.
Repurchase agreements may also be viewed as loans made by a Portfolio which
are collateralized by the securities subject to repurchase. The Adviser and
Sub-Advisers will monitor such transactions to ensure that the value of the
underlying securities will be at least equal at all times to the total amount
of the repurchase obligation, including the interest factor. If the seller
defaults, a Portfolio could realize a loss on the sale of the underlying
security to the extent that the proceeds of sale including accrued interest
are less than the resale price provided in the agreement including interest.
In addition, if the seller should be involved in bankruptcy or insolvency
proceedings, a Portfolio may incur delay and costs in selling the underlying
security or may suffer a loss of principal and interest if a Portfolio is
treated as an unsecured creditor and required to return the underlying
collateral to the seller's estate.

LEVERAGE

Leveraging a Portfolio creates an opportunity for increased net income but, at
the same time, creates special risk considerations. For example, leveraging
may exaggerate changes in the net asset value of a Portfolio's shares and in
the yield on a Portfolio's portfolio. Although the principal of such
borrowings will be fixed, a Portfolio's assets may change in value during the
time the borrowing is outstanding. Leveraging will create interest expenses
for a Portfolio, which can exceed the income from the assets retained. To the
extent the income derived from securities purchased with borrowed funds
exceeds the interest these Portfolios will have to pay, each Portfolio's net
income will be greater than if leveraging were not used. Conversely, if the
income from the assets retained with borrowed funds is not sufficient to cover
the cost of leveraging, the net income of the Portfolio will be less than if
leveraging were not used, and therefore the amount available for distribution
to stockholders as dividends will be reduced.

REVERSE REPURCHASE AGREEMENTS

The Trust may, on behalf of each of the Portfolios, enter into reverse
repurchase agreements, which involve the sale by the Portfolio of securities
held by it with an agreement to repurchase the securities at an agreed upon
price, date, and interest payment. The Portfolios will use the proceeds of the
reverse repurchase agreements to purchase securities either maturing, or under
an agreement to resell, at a date simultaneous with or prior to the expiration
of the reverse repurchase agreement. A Portfolio will use reverse repurchase
agreements when the interest income to be earned from the investment of the
proceeds of the transaction is greater than the interest expense of the
reverse repurchase transaction. Reverse repurchase agreements into which the
Portfolios will enter require that the market value of the underlying security
and other collateral equal or exceed the repurchase price (including interest
accrued on the security), and require the Portfolios to provide additional
collateral if the market value of such security falls below the repurchase
price at any time during the term of the reverse repurchase agreement. At all
times that a reverse repurchase agreement is outstanding, the Portfolio will
maintain cash, liquid high grade debt obligations, or U.S. Government
securities, as the case may be, in a segregated account at its custodian with
a value at least equal to its obligations under the agreement.

In addition to the general risks involved in leveraging, reverse repurchase
agreements involve the risk that, in the event of the bankruptcy or insolvency
of the Portfolio's counterparty, the Portfolio would be unable to recover the
security which is the subject of the agreement, the amount of cash or other
property transferred by the counterparty to the Portfolio under the agreement
prior to such insolvency or bankruptcy is less than the value of the security
subject to the agreement, or the Portfolio may be delayed or prevented, due to
such insolvency or bankruptcy, from using such cash or property or may be
required to return it to the counterparty or its trustee or receiver.

WHEN-ISSUED SECURITIES

The Trust may, on behalf of each Portfolio, from time to time purchase
securities on a "when-issued" basis. Debt securities are often issued on this
basis. The price of such securities, which may be expressed in yield terms, is
fixed at the time a commitment to purchase is made, but delivery and payment
for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase. During the period
between purchase and settlement, no payment is made by a Portfolio and no
interest accrues to the Portfolio. To the extent that assets of a Portfolio
are held in cash pending the settlement of a purchase of securities, that
Portfolio would earn no income. While the Trust may sell its right to acquire
when-issued securities prior to the settlement date, the Trust intends
actually to acquire such securities unless a sale prior to settlement appears
desirable for investment reasons. At the time a Portfolio makes the commitment
to purchase a security on a when-issued basis, it will record the transaction
and reflect the amount due and the value of the security in determining the
Portfolio's net asset value. The market value of the when-issued securities
may be more or less than the purchase price payable at the settlement date.
Each Portfolio will establish a segregated account in which it will maintain
cash and U.S. Government Securities or other high-grade debt obligations at
least equal in value to commitments for when-issued securities. Such
segregated securities either will mature or, if necessary, be sold on or
before the settlement date.

LOANS OF PORTFOLIO SECURITIES

The Trust may lend the portfolio securities of any Portfolio, provided: (1)
the loan is secured continuously by collateral consisting of U.S. Government
Securities, cash, or irrevocable letters of credit adjusted daily to have
market value at least equal to the current market value of the securities
loaned; (2) the Trust may at any time call the loan and regain the securities
loaned; (3) the Trust will receive any interest or dividends paid on the
loaned securities; and (4) the aggregate market value of securities of any
Portfolio loaned will not at any time exceed 20% (25% with respect to the
Money Market Portfolio) of the total assets of the Portfolio taken at value.
In addition, it is anticipated that the Portfolio may share with the borrower
some of the income received on the collateral for the loan or that it will be
paid a premium for the loan. Before the Portfolio enters into a loan, a
Portfolio's Adviser or Sub-Adviser considers all relevant facts and
circumstances including the creditworthiness of the borrower. The risks in
lending portfolio securities, as with other extensions of credit, consist of
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. Although voting rights, or
rights to consent, with respect to the loaned securities pass to the borrower,
the Trust retains the right to call the loans at any time on reasonable
notice, and it will do so in order that the securities may be voted by the
Trust if the holders of such securities are asked to vote upon or consent to
matters materially affecting the investment. The Trust will not lend portfolio
securities to borrowers affiliated with the Trust.

EUROPEAN AND AMERICAN DEPOSITARY RECEIPTS

Each of the Portfolios, other than the Money Market Portfolio, may invest in
foreign securities by purchasing American Depositary Receipts ("ADRs") and
also may purchase securities of foreign issuers in foreign markets and
purchase European Depositary Receipts ("EDRs") or other securities convertible
into securities or issuers based in foreign countries. These securities may
not necessarily be denominated in the same currency as the securities into
which they may be converted. Generally, ADRs, in registered form, are
denominated in U.S. dollars and are designed for use in the U.S. securities
markets, while EDRs, in bearer form, may be denominated in other currencies
and are designed for use in European securities markets. ADRs are receipts
typically issued by a U.S. Bank or trust company evidencing ownership of the
underlying securities. EDRs are European receipts evidencing similar
arrangements. For purposes of the Portfolio's investment policies, ADRs and
EDRs are deemed to have the same classification as the underlying securities
they represent. Thus, an ADR or EDR representing ownership of common stock
will be treated as common stock.

ADR facilities may be established as either "unsponsored" or "sponsored."
While ADRs issued under these two types of facilities are in some respects
similar, there are distinctions between them relating to the rights and
obligations of ADR holders and the practices of market participants. A
depository may establish an unsponsored facility without participation by (or
even necessarily the acquiescence of) the issuer of the deposited securities,
although typically the depository requests a letter of non-objection from such
issuer prior to the establishment of the facility. Holders of unsponsored ADRs
generally bear all the costs of such facilities. The depository usually
charges fees upon the deposit and withdrawal of the deposited securities, the
conversion of dividends into U.S. dollars, the disposition of non-cash
distribution, and the performance of other services. The depository of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited
securities or to pass through voting rights to ADR holders in respect of the
deposited securities. Sponsored ADR facilities are created in generally the
same manner as unsponsored facilities, except that the issuer of the deposited
securities enters into a deposit agreement with the depository. The deposit
agreement sets out the rights and responsibilities of the issuer, the
depository and the ADR holders. With sponsored facilities, the issuer of the
deposited securities generally will bear some of the costs relating to the
facility (such as dividend payment fees of the depository), although ADR
holders continue to bear certain other costs (such as deposit and withdrawal
fees). Under the terms of most sponsored arrangements, depositories agree to
distribute notices of shareholder meetings and voting instructions, and to
provide shareholder communications and other information to the ADR holders at
the request of the issuer of the deposited securities.

FOREIGN SECURITIES

Investments in foreign securities may involve considerations different from
investments in domestic securities due to limited publicly available
information, non-uniform accounting standards, lower trading volume and
possible consequent illiquidity, greater volatility in price, the possible
imposition of withholding or confiscatory taxes, the possible adoption of
foreign governmental restrictions affecting the payment of principal and
interest, expropriation of assets, nationalization, or other adverse political
or economic developments. Foreign companies may not be subject to auditing and
financial reporting standards and requirements comparable to those which apply
to U.S. companies. Foreign brokerage commissions and other fees are generally
higher than in the United States. It may also be more difficult to obtain and
enforce a judgment against a foreign issuer.

In addition, to the extent that any Portfolio's foreign investments are not
United States dollar-denominated, the Portfolio may be affected favorably or
unfavorably by changes in currency exchange rates or exchange control
regulations and may incur costs in connection with conversion between
currencies.

In determining whether to invest in securities of foreign issuers, the Adviser
or Sub-Adviser of a Portfolio will consider the likely impact of foreign taxes
on the net yield available to the Portfolio and its shareholders. Income
received by a Portfolio from sources within foreign countries may be reduced
by withholding and other taxes imposed by such countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. It is impossible to determine the effective rate of foreign tax in
advance since the amount of a Portfolio's assets to be invested in various
countries is not known, and tax laws and their interpretations may change from
time to time and may change without advance notice. Any such taxes paid by a
Portfolio will reduce its net income available for distribution to
shareholders.

FOREIGN CURRENCY TRANSACTIONS

The Trust may engage in currency exchange transactions, on behalf of its
Portfolios which may invest in foreign securities, to protect against
uncertainty in the level of future foreign currency exchange rates and to
increase current return. The Trust may engage in both "transaction hedging"
and "position hedging".

When it engages in transaction hedging, the Trust enters into foreign currency
transactions with respect to specific receivables or payables of a Portfolio
generally arising in connection with the purchase or sale of its portfolio
securities. The Trust will engage in transaction hedging when it desires to
"lock in" the U.S. dollar price of a security it has agreed to purchase or
sell, or the U.S. dollar equivalent of a dividend or interest payment in a
foreign currency. By transaction hedging the Trust will attempt to protect a
Portfolio against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the applicable foreign currency
during the period between the date on which the security is purchased or sold
or on which the dividend or interest payment is declared, and the date on
which such payments are made or received.

The Trust may purchase or sell a foreign currency on a spot (i.e., cash) basis
at the prevailing spot rate in connection with transaction hedging. The Trust
may also enter into contracts to purchase or sell foreign currencies at a
future date ("forward contracts") and purchase and sell foreign currency
futures contracts.

For transaction hedging purposes the Trust may also purchase exchange-listed
and over-the-counter call and put options on foreign currency futures
contracts and on foreign currencies. A put option on a futures contract gives
the Trust the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives the Trust the right
to sell a currency at a specified exercise price until the expiration of the
option. A call option on a futures contract gives the Trust the right to
assume a long position in the futures contract until the expiration of the
option. A call option on currency gives the Trust the right to purchase a
currency at the exercise price until the expiration of the option. The Trust
will engage in over-the-counter transactions only when appropriate
exchange-traded transactions are unavailable and when, in the opinion of the
Portfolio's Adviser or Sub-Adviser, the pricing mechanism and liquidity are
satisfactory and the participants are responsible parties likely to meet their
contractual obligations.

When it engages in position hedging, the Trust enters into foreign currency
exchange transactions to protect against a decline in the values of the
foreign currencies in which securities held by a Portfolio are denominated or
are quoted in their principle trading markets or an increase in the value of
currency for securities which a Portfolio expects to purchase. In connection
with position hedging, the Trust may purchase put or call options on foreign
currency and foreign currency futures contracts and buy or sell forward
contracts and foreign currency futures contracts. The Trust may also purchase
or sell foreign currency on a spot basis.

The precise matching of the amounts of foreign currency exchange transactions
and the value of the portfolio securities involved will not generally be
possible since the future value of such securities in foreign currencies will
change as a consequence of market movements in the values of those securities
between the dates the currency exchange transactions are entered into and the
dates they mature.

It is impossible to forecast with precision the market value of a Portfolio's
portfolio securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for the Trust to purchase
additional foreign currency on behalf of a Portfolio on the spot market (and
bear the expense of such purchase) if the market value of the security or
securities being hedged is less than the amount of foreign currency the Trust
is obligated to deliver and if a decision is made to sell the security or
securities and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio security or securities of a Portfolio if the
market value of such security or securities exceeds the amount of foreign
currency the Trust is obligated to deliver on behalf of the Portfolio.

To offset some of the costs to a Portfolio of hedging against fluctuations in
currency exchange rates, the Trust may write covered call options on those
currencies.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which a Portfolio owns or intends to
purchase or sell. They simply establish a rate of exchange which one can
achieve at some future point in time. Additionally, although these techniques
tend to minimize the risk of loss due to a decline in the value of the hedged
currency, they tend to limit any potential gain which might result from the
increase in the value of such currency.

A Portfolio may also seek to increase its current return by purchasing and
selling foreign currency on a spot basis, and by purchasing and selling
options on foreign currencies and on foreign currency futures contracts, and
by purchasing and selling foreign currency forward contracts.

CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract as agreed by the parties, at a price set at the time of the
contract. In the case of a cancelable forward contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
forward contract generally has no deposit requirement, and no commissions are
charged at any stage for trades. A foreign currency futures contract is a
standardized contract for the future delivery of a specified amount of a
foreign currency at a future date at a price set at the time of the contract.
Foreign currency futures contracts traded in the United States are designed by
and traded on exchanges regulated by the CFTC, such as the New York Mercantile
Exchange.

Forward foreign currency exchange contracts differ from foreign currency
futures contracts in certain respects. For example, the maturity date of a
forward contract may be any fixed number of days from the date of the contract
agreed upon by the parties, rather than a predetermined date in a given month.
Forward contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A
forward contract generally requires no margin or other deposit.

At the maturity of a forward or futures contract, the Trust may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.

Positions in foreign currency futures contracts and related options may
be closed out only on an exchange or board of trade which provides a secondary
market in such contracts or options. Although the Trust intends to purchase or
sell foreign currency futures contracts and related options only on exchanges
or boards of trade where there appears to be an active secondary market, there
is no assurance that a secondary market on an exchange or board of trade will
exist for any particular contract or option or at any particular time. In such
event, it may not be possible to close a futures or related option position
and, in the event of adverse price movements, the Trust would continue to be
required to make daily cash payments of variation margin on its futures
positions.

FOREIGN CURRENCY OPTIONS. Options on foreign currencies operate similarly
to options on securities, and are traded primarily in the over-the-counter
market, although options on foreign currencies have recently been listed on
several exchanges. Such options will be purchased or written only when a
Portfolio's Adviser or Sub-Adviser believes that a liquid secondary market
exists for such options. There can be no assurance that a liquid secondary
market will exist for a particular option at any specific time. Options on
foreign currencies are affected by all of those factors which influence
exchange rates and investments generally.

The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors
may be disadvantaged by having to deal in an odd lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last-sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively
smaller transactions (less than $1 million) where rates may be less favorable.
The interbank market in foreign currencies is a global, around-the-clock
market. To the extent that the U.S. options markets are closed while the
markets for the underlying currencies remain open, significant price and rate
movements may take place in the underlying markets that cannot be reflected in
the U.S. options markets.

FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to the Trust
at one rate, while offering a lesser rate of exchange should the Trust desire
to resell that currency to the dealer.

SWAPS, CAPS, FLOORS AND COLLARS. Among the Strategic Transactions into
which certain of the Portfolios may enter are interest rate, currency and
index swaps and other types of available swap agreements, such as caps, floors
and collars. A Portfolio will enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of its
portfolio, to protect against currency fluctuations, as a duration management
technique or to protect against any increase in the price of securities a
Portfolio anticipates purchasing at a later date. A Portfolio will use these
transactions as hedges and not as speculative investments and will not sell
interest rate caps or floors where it does not own securities or other
instruments providing the income stream the Portfolio may be obligated to pay.
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 with respect to a notional
amount of principal. A currency swap is an agreement to exchange cash flows on
a notional amount of two or more currencies based on the relative value
differential among them. An index swap is an agreement to swap cash flows on a
notional amount based on changes in the values of the reference indexes. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a
specified index exceeds a predetermined interest rate or amount. The purchase
of a floor entitles the purchaser to receive payments on a notional principal
amount from the party selling such floor to the extent that a specified index
falls below a predetermined interest rate or amount. A collar is a combination
of a cap and a floor that preserves a certain return within a predetermined
range of interest rates or values.

A Portfolio will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or
dates specified in the instrument, with the Portfolio receiving or paying, as
the case may be, only the net amount of the two payments. Inasmuch as these
swaps, caps, floors and collars are entered into for good faith hedging
purposes, the Adviser, the Sub-Advisers and the Portfolios believe such
obligations do not constitute senior securities under the Investment Company
Act of 1940, as amended, and, accordingly, will not treat them as being
subject to its borrowing restrictions. If there is a default by the
counterparty, the Portfolio may have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown substantially
in recent years with a large number of banks and investment banking firms
acting both as principals and agents utilizing standardized swap
documentation. As a result, the swap market has become relatively liquid.
Caps, floors and collars are more recent innovations for which standardized
documentation has not yet been fully developed and, accordingly, they are less
liquid than swaps.

With respect to swaps, the Portfolio will accrue the net amount of the
excess, if any, of its obligations over its entitlements with respect to each
swap on a daily basis and will segregate with its custodian an amount of cash
or liquid high-grade securities having a value equal to the accrued excess.
Caps, floors and collars require segregation of assets with a value equal to a
Portfolio's net obligation, if any.

ZERO-COUPON DEBT SECURITIES AND PAY-IN-KIND SECURITIES

Zero-coupon securities in which a Portfolio may invest are debt obligations
which are generally issued at a discount and payable in full at maturity, and
which do not provide for current payments of interest prior to maturity.
Zero-coupon securities usually trade at a deep discount from their face or par
value and are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities which make
current distributions of interest. As a result, the net asset value of shares
of a Portfolio investing in zero-coupon securities may fluctuate over a
greater range than shares of other Portfolios of the Trust and other mutual
funds investing in securities making current distributions of interest and
having similar maturities.

Zero-coupon securities may include U.S. Treasury bills issued directly by the
U.S. Treasury or other short-term debt obligations, and longer-term bonds or
notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment brokerage firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold
them in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves
are held in book-entry form at the Federal Reserve Bank or, in the case of
bearer securities (i.e., unregistered securities which are owned ostensibly by
the bearer or holder thereof), in trust on behalf of the owners thereof.

In addition, the Treasury has facilitated transfers of ownership of
zero-coupon securities by accounting separately for the beneficial ownership
of particular interest coupons and corpus payments on Treasury securities
through the Federal Reserve book-entry record-keeping system. The Federal
Reserve program as established by the Treasury Department is known as "STRIPS"
or "Separate Trading of Registered Interest and Principal of Securities."
Under the STRIPS program, a Portfolio will be able to have its beneficial
ownership of U.S. Treasury zero-coupon securities recorded directly in the
book-entry record-keeping system in lieu of having to hold certificates or
other evidences of ownership of the underlying U.S. Treasury securities. When
debt obligations have been stripped of their unmatured interest coupons by the
holder, the stripped coupons are sold separately. The principal or corpus is
sold at a deep discount because the buyer receives only the right to receive a
future fixed payment on the security and does not receive any rights to
periodic cash interest payments. Once stripped or separated, the corpus and
coupons may be sold separately. Typically, the coupons are sold separately or
grouped with other coupons with like maturity dates and sold in such bundled
form. Purchasers of stripped obligations acquire, in effect, discount
obligations that are economically identical to the zero-coupon securities
issued directly by the obligor.

Zero-coupon securities allow an issuer to avoid the need to generate cash to
meet current interest payments. Even though zero-coupon securities do not pay
current interest in cash, a Portfolio is nonetheless required to accrue
interest income on them and to distribute the amount of that interest at least
annually to shareholders. Thus, a Portfolio could be required at times to
liquidate other investments in order to satisfy its distribution requirement.

A Portfolio also may purchase pay-in-kind securities. Pay-in-kind securities
pay all or a portion of their interest or dividends in the form of additional
securities.

VARIABLE- OR FLOATING-RATE SECURITIES

Certain of the Portfolios may invest in securities which offer a variable or
floating rate of interest. Variable-rate securities provide for automatic
establishment of a new interest rate at fixed intervals (e.g., daily, monthly,
semi-annually, etc.). Floating-rate securities provide for automatic
adjustment of the interest rate whenever some specified interest rate index
changes. The interest rate on variable- or floating-rate securities is
ordinarily determined by reference to or is a percentage of a bank's prime
rate, the 90-day U.S. Treasury bill rate, the rate of return on commercial
paper or bank certificates of deposit, an index of short-term interest rates,
or some other objective measure.

Variable- or floating-rate securities frequently include a demand feature
entitling the holder to sell the securities to the issuer at par. In many
cases, the demand feature can be exercised at any time on 7 days' notice; in
other cases, the demand feature is exercisable at any time on 30 days' notice
or on similar notice at intervals of not more than one year. Some securities
which do not have variable or floating interest rates may be accompanied by
puts producing similar results and price characteristics.

Variable-rate demand notes include master demand notes which are obligations
that permit a Portfolio to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Portfolio as
lender, and the borrower. The interest rates on these notes fluctuate from
time to time. The issuer of such obligations normally has a corresponding
right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days' notice to the holders of such obligations. The interest rate
on a floating-rate demand obligation is based on a known lending rate, such as
a bank's prime rate, and is adjusted automatically each time such rate is
adjusted. The interest rate on a variable-rate demand obligation is adjusted
automatically at specified intervals. Frequently, such obligations are secured
by letters of credit or other credit support arrangements provided by banks.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments will generally be
traded, and there generally is not an established secondary market for these
obligations, although they are redeemable at face value. Accordingly, where
these obligations are not secured by letters of credit or other credit support
arrangements, the Portfolio's right to redeem is dependent on the ability of
the borrower to pay principal and interest on demand. Such obligations
frequently are not rated by credit rating agencies. If not so rated, a
Portfolio may invest in them only if the Portfolio's Adviser or Sub-Adviser
determines that, at the time of investment, the obligations are of comparable
quality to the other obligations in which the Portfolio may invest. The
Adviser or Sub-Adviser, on behalf of a Portfolio, will consider on an ongoing
basis the creditworthiness of the issuers of the floating- and variable-rate
demand obligations in the Portfolio's portfolio.

LOWER GRADE SECURITIES

Certain of the Portfolios may invest in lower-grade income securities. Such
lower-grade securities are commonly referred to as "junk bonds". Investment in
such securities involves special risks, as described herein. Liquidity relates
to the ability of a Portfolio to sell a security in a timely manner at a price
which reflects the value of that security. As discussed below, the market for
lower grade securities is considered generally to be less liquid than the
market for investment grade securities. The relative illiquidity of some of a
Portfolio's portfolio securities may adversely affect the ability of the
Portfolio to dispose of such securities in a timely manner and at a price
which reflects the value of such security in the Adviser's or Sub-Adviser's
judgment. The market for less liquid securities tends to be more volatile than
the market for more liquid securities and market values of relatively illiquid
securities may be more susceptible to change as a result of adverse publicity
and investor perceptions than are the market values of higher grade, more
liquid securities.

A Portfolio's net asset value will change with changes in the value of its
portfolio securities. If a Portfolio invests in fixed income securities, the
Portfolio's net asset value can be expected to change as general levels of
interest rates fluctuate. When interest rates decline, the value of a
portfolio invested in fixed income securities can be expected to rise.
Conversely, when interest rates rise, the value of a portfolio invested in
fixed income securities can be expected to decline. Net asset value and market
value may be volatile due to a Portfolio's investment in lower grade and less
liquid securities. Volatility may be greater during periods of general
economic uncertainty.

A Portfolio's investments are valued pursuant to guidelines adopted and
periodically reviewed by the Board of Trustees. To the extent that there is no
established retail market for some of the securities in which a Portfolio may
invest, there may be relatively inactive trading in such securities and the
ability of the Adviser or Sub-Adviser to accurately value such securities may
be adversely affected. During periods of reduced market liquidity and in the
absence of readily available market quotations for securities held in a
Portfolio's portfolio, the responsibility of the Sub-Adviser to value the
Portfolio's securities becomes more difficult and the Adviser's or
Sub-Adviser's judgment may play a greater role in the valuation of the
Portfolio's securities due to the reduced availability of reliable objective
data. To the extent that a Portfolio invests in illiquid securities and
securities which are restricted as to resale, the Portfolio may incur
additional risks and costs.

Lower grade securities generally involve greater credit risk than higher grade
securities. A general economic downturn or a significant increase in interest
rates could severely disrupt the market for lower grade securities and
adversely affect the market value of such securities. In addition, in such
circumstances, the ability of issuers of lower grade securities to repay
principal and to pay interest, to meet projected financial goals and to obtain
additional financing may be adversely affected. Such consequences could lead
to an increased incidence of default for such securities and adversely affect
the value of the lower grade securities in a Portfolio's portfolio and thus a
Portfolio's net asset value. The secondary market prices of lower grade
securities are less sensitive to changes in interest rates than are those for
higher rated securities, but are more sensitive to adverse economic changes or
individual issuer developments. Adverse publicity and investor perceptions,
whether or not based on rational analysis, may also affect the value and
liquidity of lower grade securities.

Yields on a Portfolio's portfolio securities can be expected to fluctuate over
time. In addition, periods of economic uncertainty and changes in interest
rates can be expected to result in increased volatility of the market prices
of the lower grade securities in a Portfolio's portfolio and thus in the net
asset value of a Portfolio. Net asset value and market value may be volatile
due to a Portfolio's investment in lower grade and less liquid securities.
Volatility may be greater during periods of general economic uncertainty. The
Portfolios may incur additional expenses to the extent they are required to
seek recovery upon a default in the payment of interest or a repayment of
principal on their portfolio holdings, and the Portfolios may be unable to
obtain full recovery thereof. In the event that an issuer of securities held
by a Portfolio experiences difficulties in the timely payment of principal or
interest and such issuer seeks to restructure the terms of its borrowings,
such Portfolio may incur additional expenses and may determine to invest
additional capital with respect to such issuer or the project or projects to
which the Portfolio's portfolio securities relate.

The Portfolios will rely on each Adviser's or Sub-Adviser's judgment, analysis
and experience in evaluating the creditworthiness of an issue. In this
evaluation, the Adviser or Sub-Adviser will take into consideration, among
other things, the issuer's financial resources, its sensitivity to economic
conditions and trends, its operating history, the quality of the issuer's
management and regulatory matters. The Adviser or Sub-Adviser also may
consider, although it does not rely primarily on, the credit ratings of S&P
and Moody's in evaluating fixed-income securities. Such ratings evaluate only
the safety of principal and interest payments, not market value risk.
Additionally, because the creditworthiness of an issuer may change more
rapidly than is able to be timely reflected in changes in credit ratings, the
Adviser or Sub-Adviser continuously monitors the issuers of such securities
held in the Portfolio's portfolio. A Portfolio may, if deemed appropriate by
the Adviser or Sub-Adviser, retain a security whose rating has been downgraded
below B by S&P or below B by Moody's, or whose rating has been withdrawn.

SHORT SALES

Certain of the Portfolios may seek to hedge investments or realize additional
gains through short sales. Short sales are transactions in which a Portfolio
sells a security it does not own, in anticipation of a decline in the market
value of that security. To complete such a transaction, a Portfolio must
borrow the security to make delivery to the buyer. A Portfolio then is
obligated to replace the security borrowed by purchasing it at the market
price at or prior to the time of replacement. The price at such time may be
more or less than the price at which the security was sold by a Portfolio.
Until the security is replaced, a Portfolio is required to repay the lender
any dividends or interest that accrue during the period of the loan. To borrow
the security, a Portfolio also may be required to pay a premium, which would
increase the cost of the security sold. The net proceeds of the short sale
will be retained by the broker (or by the Trust's custodian in a special
custody account), to the extent necessary to meet margin requirements, until
the short position is closed out. A Portfolio also will incur transaction
costs in effecting short sales.

A Portfolio will incur a loss as a result of the short sale if the price of
the security increases between the date of the short sale and the date on
which a Portfolio replaces the borrowed security. A Portfolio will realize a
gain if the security declines in price between those dates. The amount of any
gain will be decreased, and the amount of any loss increased, by the amount of
the premium, dividends, interest or expenses a Portfolio may be required to
pay in connection with a short sale.

WARRANTS

Each of the Portfolios that may invest in equity securities may acquire
warrants. Warrants are securities giving the holder the right, but not the
obligation, to buy the stock of an issuer at a given price (generally higher
than the value of the stock at the time of issuance) during a specified period
or perpetually. Warrants may be acquired separately or in connection with the
acquisition of securities. Warrants acquired by a Portfolio in units or
attached to securities are not subject to these restrictions. Warrants do not
carry with them the right to dividends or voting rights with respect to the
securities that they entitle their holder to purchase, and they do not
represent any rights in the assets of the issuer. As a result, warrants may be
considered more speculative than certain other types of investments. In
addition, the value of a warrant does not necessarily change with the value of
the underlying securities, and a warrant ceases to have value if it is not
exercised prior to its expiration date.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental and may not be changed
with respect to any Portfolio without the approval of a majority of the
outstanding voting securities of that Portfolio. Under the Investment Company
Act of 1940 and the rules thereunder, "majority of the outstanding voting
securities" of a Portfolio means the lesser of (1) 67% of the shares of that
Portfolio present at a meeting if the holders of more than 50% of the
outstanding shares of that Portfolio are present in person or by proxy, and
(2) more than 50% of the outstanding shares of that Portfolio. Any investment
restrictions which involve a maximum percentage of securities or assets shall
not be considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of
securities or assets of, or borrowings by or on behalf of, a Portfolio, as the
case may be.

ALL PORTFOLIOS (EXCEPT THE GROWTH & INCOME PORTFOLIO AND VALUE + GROWTH
PORTFOLIO)

The Trust may not, on behalf of a Portfolio:

(1) With respect to 75% of its total assets, purchase the securities of
any issuer if such purchase would cause more than 5% of the value of a
Portfolio's total assets to be invested in securities of any one issuer
(except securities issued or guaranteed by the U.S. Government or any agency
or instrumentality thereof), or purchase more than 10% of the outstanding
voting securities of any one issuer; provided that this restriction shall not
apply to the International Fixed Income Portfolio or the OTC Portfolio;

(2) invest more than 25% of the value of its net assets in the securities
(other than U.S. Government Securities), of issuers in a single industry,
except that this policy shall not limit investment by the Money Market
Portfolio in obligations of U.S. banks (excluding their foreign branches);

(3) with respect to all Portfolios except for the Money Market Portfolio,
borrow money except from banks as a temporary measure for extraordinary or
emergency purposes or by entering into reverse repurchase agreements (each
Portfolio of the Trust is required to maintain asset coverage (including
borrowings) of 300% for all borrowings), except that the Mortgage-Backed
Securities Portfolio and the International Fixed Income Portfolio may also
borrow to enhance income; with respect to the Money Market Portfolio, borrow
money except as a temporary measure from banks for extraordinary or emergency
purposes or engage in reverse repurchase agreements except for such purposes
or as a temporary measure to facilitate redemptions (i.e., not for investment
leverage, but only to enable it to satisfy redemption requests where
liquidation of portfolio securities is considered disadvantageous or
inconvenient), and in either event not in excess of an amount (taking
borrowings and reverse repurchase agreements together) equal to one third of
the value of its net assets;

(4) make loans to other persons, except loans of portfolio securities and
except to the extent that the purchase of debt obligations in accordance with
its investment objectives and policies or entry into repurchase agreements may
be deemed to be loans;

(5) purchase or sell any commodity contract, except that each Portfolio
(other than the Money Market Portfolio) may purchase and sell futures
contracts based on debt securities, indexes of securities, and foreign
currencies and purchase and write options on securities, futures contracts
which it may purchase, securities indexes, and foreign currencies and purchase
forward contracts. (Securities denominated in gold or other precious metals or
whose value is determined by the value of gold or other precious metals are
not considered to be commodity contracts.) The OTC, Research and Total Return
Portfolios reserve the freedom of action to hold and to sell real estate or
mineral leases, commodities or commodity contracts acquired as a result of the
ownership of securities. The OTC, Research and Total Return Portfolios will
not purchase securities for the purpose of acquiring real estate or mineral
leases, commodities or commodity contracts (except for options, futures
contracts, options on futures contracts and forward contracts).

(6) underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may
be deemed to be an underwriter under federal securities laws;

(7) purchase or sell real estate, although (with respect to Portfolios
other than the Money Market Portfolio) it may purchase and sell securities
which are secured by or represent interests in real estate, mortgage-related
securities, securities of companies principally engaged in the real estate
industry and participation interests in pools of real estate mortgage loans,
and it may liquidate real estate acquired as a result of default on a
mortgage; and

(8) issue any class of securities which is senior to a Portfolio's shares
of beneficial interest except as permitted under the Investment Company Act of
1940 or by order of the SEC.

VALUE + GROWTH PORTFOLIO

The Trust may not, on behalf of the Portfolio:

(1) purchase or sell commodities or commodity contracts, or interests in
oil, gas, or other mineral leases, or other mineral exploration or development
programs, although it may invest in companies that engage in such businesses
to the extent otherwise permitted by the Portfolio's investment policies and
restrictions and by applicable law, except as required in connection with
otherwise permissible options, futures and commodity activities as described
elsewhere in the Prospectus and this Statement;

(2) purchase or sell real estate, although it may invest in securities
secured by real estate or real estate interests, or issued by companies,
including real estate investment trusts, that invest in real estate or real
estate interests;

(3) make short sales or purchases on margin, although it may obtain
short-term credit necessary for the clearance of purchases and sales of its
portfolio securities and except as required in connection with permissible
options, futures, short selling and leverage activities as described elsewhere
in the Prospectus and this Statement (the short sale restriction is
nonfundamental);

(4) with respect to 75% of its total assets, invest in the securities of
any one issuer (other than the U.S. Government and its agencies and
instrumentalities), if immediately after and as a result of such investment
more than 5% of the total assets of the Portfolio would be invested in such
issuer (the remaining 25% of its total assets may be invested without
restriction except to the extent other investment restrictions may be
applicable);

(5) mortgage, hypothecate, or pledge any of its assets as security for
any of its obligations, except as required for otherwise permissible
borrowings (including reverse repurchase agreements), short sales, financial
options and other hedging activities;

(6) make loans of the Portfolio's assets, including loans of securities
(although it may, subject to the other restrictions or policies stated herein,
purchase debt securities or enter into repurchase agreements with banks or
other institutions to the extent a repurchase agreement is deemed to be a
loan);

(7) borrow money, except from banks for temporary or emergency purposes
or in connection with otherwise permissible leverage activities, and then only
in an amount not in excess of 5% of the Portfolio's total assets (in any case
as determined at the lesser of acquisition cost or current market value and
excluding collateralized reverse repurchase agreements);

(8) underwrite securities of any other company, although it may invest in
companies that engage in such businesses if it does so in accordance with
policies established by the Trust's Board of Trustees, and except to the
extent that the Portfolio may be considered an underwriter within the meaning
of the Securities Act of 1933, as amended, in the disposition of restricted
securities;

(9) invest more than 25% of the value of the Portfolio's total assets in
the securities of companies engaged in any one industry (except securities
issued by the U.S. Government, its agencies and instrumentalities);

(10) issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Portfolio from making any
otherwise permissible borrowings, mortgages or pledges, or entering into
permissible reverse repurchase agreements, and options and futures
transactions;

(11) own, directly or indirectly, more than 25% of the voting securities
of any one issuer or affiliated person of the issuer; and

(12) purchase the securities of other investment companies, except as
permitted by the 1940 Act or as part of a merger, consolidation, acquisition
of assets or similar reorganization transaction.

GROWTH & INCOME PORTFOLIO

The Trust may not, on behalf of the Portfolio:

(1) issue any class of securities which is senior to the Portfolio's
shares of beneficial interest, except that the Portfolio may borrow money to
the extent contemplated by Restriction 3 below;

(2) purchase securities on margin (but a Portfolio may obtain such
short-term credits as may be necessary for the clearance of transactions).
(Margin payments or other arrangements in connection with transactions in
short sales, futures contracts, options, and other financial instruments are
not considered to constitute the purchase of securities on margin for this
purpose);

(3) borrow more than one-third of the value of its total assets less all
liabilities and indebtedness (other than such borrowings) not represented by
senior securities;

(4) act as underwriter of securities of other issuers except to the
extent that, in connection with the disposition of portfolio securities, it
may be deemed to be an underwriter under certain federal securities laws;

(5) as to 75% of the Portfolio's total assets, purchase any security
(other than obligations of the U.S. Government, its agencies or
instrumentalities) if as a result: (i) more than 5% of the Portfolio's total
assets (taken at current value) would then be invested in securities of a
single issuer, or (ii) more than 25% of the Portfolio's total assets (taken at
current value) would be invested in a single industry;

(6) invest in securities of any issuer if any officer or Trustee of the
Trust or any officer or director of the Sub-Adviser owns more than 1/2 of 1%
of the outstanding securities of such issuer, and such officers, Trustees and
directors who own more than 1/2 of 1% own in the aggregate more than 5% of the
outstanding securities of such issuer; and

(7) make loans, except by purchase of debt obligations or other financial
instruments in which the Portfolio may invest consistent with its investment
policies, by entering into repurchase agreements, or through the lending of
its portfolio securities.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions are non-fundamental and may be changed
by the Trustees of the Trust without shareholder approval. Although
shareholder approval is not necessary, the Trust intends to notify its
shareholders before implementing any material change in any non-fundamental
investment restriction.

ALL PORTFOLIOS (EXCEPT THE GROWTH & INCOME PORTFOLIO AND VALUE + GROWTH
PORTFOLIO)

The Trust may not, on behalf of a Portfolio:

(1) invest more than 10% (except 15% with respect to the International
Fixed Income Portfolio, Mortgage-Backed Securities Portfolio, OTC Portfolio
and Total Return Portfolio) of the net assets of a Portfolio (taken at market
value) in illiquid securities, including repurchase agreements maturing in
more than seven days;

(2) purchase securities on margin, except (with respect to all Portfolios
other than the Money Market Portfolio) such short-term credits as may be
necessary for the clearance of purchases and sales of securities, and except
(with respect to all Portfolios other than the Money Market Portfolio) that it
may make margin payments in connection with options, futures contracts,
options on futures contracts and forward foreign currency contracts and in
connection with swap agreements;

(3) make short sales of securities unless such Portfolio (other than the
Money Market Portfolio) owns an equal amount of such securities or owns
securities which, without payment of any further consideration, are
convertible into or exchangeable for securities of the same issue as, and
equal in amount to, the securities sold short; and

(4) make investments for the purpose of gaining control of a company's
management.

VALUE + GROWTH PORTFOLIO

The Trust may not, on behalf of the Portfolio:

(1) except as required in connection with otherwise permissible options
and futures activities, invest more than 5% of the value of the Portfolio's
total assets in rights or warrants (other than those that have been acquired
in units or attached to other securities), or invest more than 2% of its total
assets in rights or warrants that are not listed on the New York or American
Stock Exchange;

(2) participate on a joint basis in any trading account in securities,
although the Sub-Adviser may aggregate orders for the sale or purchase of
securities with other accounts it manages to reduce brokerage costs or to
average prices;

(3) invest, in the aggregate, more than 10% of its net assets in illiquid
securities;

(4) purchase or write put, call, straddle or spread options except as
described in the Prospectus or Statement of Additional Information;

(5) purchase or retain in the Portfolio's portfolio any security if any
officer, trustee or shareholder of the issuer is at the same time an officer,
trustee or employee of the Trust or of its Sub-Adviser and such person owns
beneficially more than 1/2 of 1% of the securities and all such persons owning
more than 1/2 of 1% own in the aggregate more than 5% of the outstanding
securities of the issuer;

(6) invest in real estate limited partnerships or invest more than 10% of
the value of its total assets in real estate investment trusts;

(7) buy or sell physical commodities;

(8) invest or engage in arbitrage transactions;

(9) invest more than 40% of its total assets in the securities of
companies operating exclusively in one foreign country;

(10) purchase securities of other open-end investment companies;

(11) under normal market conditions, invest less than 65% of its total
assets in companies listed on a nationally recognized securities exchange or
traded on the National Association of Securities Dealers Automated Quotation
System.

(12) purchase the securities of any company for the purpose of exercising
management or control;

(13) purchase more than 10% of the outstanding voting securities of any
one issuer; and

(14) invest more than 5% of the value of its total assets in securities
of any issuer which has not had a record, together with its predecessors, of
at least three years of continuous operations.

GROWTH & INCOME PORTFOLIO

The Trust may not, on behalf of the Portfolio:

(1) invest in warrants (other than warrants acquired by the Portfolio as
a part of a unit or attached to securities at the time of purchase) if, as a
result, such investment (valued at the lower of cost or market value) would
exceed 5% of the value of the Portfolio's net assets, provided that not more
than 2% of the Portfolio's net assets may be invested in warrants not listed
on the New York or American Stock Exchanges;

(2) purchase or sell commodities or commodity contracts, except that the
Portfolio may purchase or sell financial futures contracts, options on
financial futures contracts, and futures contracts, forward contracts, and
options with respect to foreign currencies, and may enter into swap
transactions;

(3) purchase securities restricted as to resale if, as a result, (i) more
than 10% of the Portfolio's total assets would be invested in such securities,
or (ii) more than 5% of the Portfolio's total assets (excluding any securities
eligible for resale under Rule 144A under the Securities Act of 1933) would be
invested in such securities;

(4) invest in (a) securities which at the time of such investment are not
readily marketable, (b) securities restricted as to resale, and (c) repurchase
agreements maturing in more than seven days, if, as a result, more than 15% of
the Portfolio's net assets (taken at current value) would then be invested in
the aggregate in securities described in (a), (b), and (c) above;

(5) invest in securities of other registered investment companies, except
by purchases in the open market involving only customary brokerage commissions
and as a result of which not more than 5% of its total assets (taken at
current value) would be invested in such securities, or except as part of a
merger, consolidation, or other acquisition;

(6) invest in real estate limited partnerships;

(7) purchase any security if, as a result, the Portfolio would then have
more than 5% of its total assets (taken at current value) invested in
securities of companies (including predecessors) less than three years old;

(8) purchase or sell real estate or interests in real estate, including
real estate mortgage loans, although it may purchase and sell securities which
are secured by real estate and securities of companies, including limited
partnership interests, that invest or deal in real estate and it may purchase
interests in real estate investment trusts. (For purposes of this restriction,
investments by a Portfolio in mortgage-backed securities and other securities
representing interests in mortgage pools shall not constitute the purchase or
sale of real estate or interests in real estate or real estate mortgage
loans.);

(9) make investments for the purpose of exercising control or management;

(10) invest in interests in oil, gas or other mineral exploration or
development programs or leases, although it may invest in the common stocks of
companies that invest in or sponsor such programs;

(11) acquire more than 10% of the voting securities of any issuer;

(12) invest more than 15%, in the aggregate, of its total assets in the
securities of issuers which, together with any predecessors, have a record of
less than three years continuous operation and securities restricted as to
resale (including any securities eligible for resale under Rule 144A under the
Securities Act of 1933); or

(13) purchase or sell puts, calls, straddles, spreads, or any combination
thereof, if, as a result, the aggregate amount of premiums paid or received by
the Portfolio in respect of any such transactions then outstanding would
exceed 5% of its total assets.

MANAGEMENT OF THE TRUST

<TABLE>
<CAPTION>
<S> <C> <C>
Position Held Principal Occupation
Name, Address and Age (1) With the Trust During Past 5 Years
- -------------------------- -------------------- -----------------------------

Paul R. Schlaack* President, Principal President, Chief Executive
2000 Hub Tower Executive Officer Officer and Director of
699 Walnut Street and Trustee Adviser since 1984.
Des Moines, IA 50309
Age: 50

J. Michael Earley Trustee President and Chief
665 Locust Street Executive Officer, Bankers
Des Moines, IA 50309 Trust Company, Des Moines,
Age: 51 Iowa since July, 1992;
President and Chief
Executive Officer,
Mid-America Savings Bank,
Waterloo, Iowa from April,
1987 to June, 1992.

R. Barbara Gitenstein Trustee Provost, Drake University
Provost Office since July, 1992; Assistant
202 Old Main Provost, State University
Drake University of New York from August,
2507 University Avenue 1991 to July, 1992;
Des Moines, IA 50311-4505
Age: 49

Stanley B. Seidler Trustee President of Excel
P.O. Box 1297 Marketing L.C. since 1994,
3301 McKinley Avenue President, Iowa Periodicals,
Des Moines, IA 50321 Inc. covering the period
Age: 68 1990 to present, distributor
of books, periodicals and
videos

Paul E. Larson Treasurer and Executive Vice President
Age: 44 Principal Financial and Chief Financial Officer
Officer of Equitable of Iowa
Companies, Equitable
American Insurance Company
"EquitableAmerican"
(since January, 1993),
Equitable Life Insurance
Company of Iowa
("Equitable Life"),
Golden American Life
Insurance Company
("Golden American"), and
USG Annuity & Life
Company ("USG")

Myles R. Tashman Secretary Director, Executive Vice
Age: 55 President, Secretary and
General Counsel of Golden
American Life Insurance
Company, Directed Services,
Inc., and First Golden
American Life Insurance
Company of New York; formerly,
Senior Vice President and
General Counsel, United
Pacific Life Insurance Company
(1986-1993).

Eric J. Engstrom Principal Accounting Financial Analyst, EISI since
Age: 30 Officer October 1996; Senior
Accountant, Aldridge, Borden
& Co. from September 1995 to
September 1996; Assistant to
the CEO, Intravenous Nurses
Society from September 1994
to August 1995; and Ph.D.
student, University of
Chicago's Graduate School of
Business from October 1992 to
August 1994

Kimberly K. Krumviede Vice President Managing Director,
Age: 31 Treasurer/Secretary of
Adviser since
February, 1996.
Director - Administration,
Treasurer/Secretary of
Adviser from June, 1994
to January, 1996.
Principal - Research of
Adviser from April, 1994 to
June, 1994; Chief Financial
Officer, Joliet Concrete
Products, Inc., Joliet,
Illinois, from September,
1991 to March, 1994.

<FN>
____________________
* Interested Trustee of the Trust within the meaning of the 1940 Act.

(1) Unless otherwise indicated, the business address of each listed person is
604 Locust Street, Des Moines, Iowa 50309
</TABLE>

Each Trustee of the Trust who is not an interested person of the Trust or
Adviser or Sub-Adviser receives an annual fee of $6,000 and an additional fee
of $1,500 for each Trustees' meeting attended. With respect to the period
ended December 31, 1997, the Trust paid Trustees' Fees aggregating $42,750.
The following table shows 1997 compensation by Trustee.

COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Pension or Total
Aggregate Retirement Estimated Compensation
Compensation Benefits Accrued Annual From Registrant
Name of Person, From As Part of Fund Benefits Upon and Fund Complex
Position Registrant Expenses Retirement Paid to Trustees

Paul R. Schlaack, N/A N/A N/A N/A
President and
Trustee

J. Michael Earley, 12,750 N/A N/A 21,750
Trustee

R. Barbara Gitenstein, 12,000 N/A N/A 21,000
Trustee

Stanley B. Seidler, 12,000 N/A N/A 21,000
Trustee

Elizabeth J. Newell 6,000 N/A N/A 12,000
Trustee
</TABLE>

SUBSTANTIAL SHAREHOLDERS

Shares of the Portfolios are issued and redeemed in connection with
investments in and payments under the Variable Contracts issued through
separate accounts of Equitable Life Insurance Company of Iowa and/or its
affiliated life insurance companies (collectively, the "Life Companies"). As
of December 31, 1997, the separate accounts of Equitable Life Insurance Company
of Iowa and Golden American Life Insurance Company, and Equitable Life
Insurance Company of Iowa were each known to the Board of Trustees and the
management of the Trust to own of record the following percentages of the
various Portfolios of the Trust.

<TABLE>
<CAPTION>
<S> <C> <C>
Separate Accounts Life Companies
Percentage Percentage
Portfolio Ownership Ownership
- -------------------------- ------------------ ---------------

Advantage 99.91% 0.09%

Growth & Income 99.99% 0.01%

International Fixed Income 99.86% 0.14%

Money Market 99.96% 0.04%

Mortgage-Backed Securities 99.90% 0.10%

OTC 99.98% 0.02%

Research 99.99% 0.01%

Total Return 99.99% 0.01%

Value + Growth 99.98% 0.01%
</TABLE>

The Declaration of Trust provides that the Trust will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust or that such
indemnification would relieve any officer or Trustee of any liability to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of his or her duties. The Trust, at its
expense, may provide liability insurance for the benefit of its Trustees and
officers.

Under the Investment Advisory Agreement between the Trust and the Adviser (the
"Investment Advisory Agreement"), the Adviser, at its expense, provides the
Portfolios with investment advisory services and advises and assists the
officers of the Trust in taking such steps as are necessary or appropriate to
carry out the decisions of its Trustees regarding the conduct of business of
the Trust and each Portfolio. The fees to be paid under the Investment
Advisory Agreement are set forth in the Trust's prospectus.

Under the Investment Advisory Agreement, the Adviser is obligated to formulate
a continuing program for the investment of the assets of each Portfolio of the
Trust in a manner consistent with that Portfolio's investment objectives,
policies and restrictions and to determine from time to time securities to be
purchased, sold, retained or lent by the Trust and implement those decisions,
subject always to the provisions of the Trust's Declaration of Trust and
By-laws, and of the Investment Company Act of 1940, and subject further to
such policies and instructions as the Trustees may from time to time
establish.

The Investment Advisory Agreement further provides that the Adviser shall
furnish the Trust with office space and necessary personnel, pay ordinary
office expenses, pay all executive salaries of the Trust and furnish, without
expense to the Trust, the services of such members of its organization as may
be duly elected officers or Trustees of the Trust.

Under the Investment Advisory Agreement, the Trust is responsible for all its
other expenses including, but not limited to, the following expenses: legal,
auditing or accounting expenses, independent Trustees' fees and expenses,
insurance premiums, brokers' commissions, taxes and governmental fees, expenses
of issueor redemption of shares, expenses of registering or qualifying
shares forsale, reports and notices to shareholders, and fees and
disbursements ofcustodians, transfer agents, registrars, shareholde
r servicing agents and dividend disbursing agents, and certain expenses
with respect to membership 0fees of industry associations.

The Investment Advisory Agreement provides that the Adviser may retain
sub-advisers, at Adviser's own cost and expense, for the purpose of making
investment recommendations and research information available to the Trust.
State Street Bank and Trust Company provides certain accounting, transfer
agency, and other services to the Trust.

The Investment Advisory Agreement provides that neither the Adviser nor any
director, officer or employee of Adviser will be liable for any loss suffered
by the Trust in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations and duties.

The Investment Advisory Agreement may be terminated without penalty by vote of
the Trustees, as to any Portfolio by the shareholders of that Portfolio, or by
Adviser on 60 days written notice. The Agreement also terminates without
payment of any penalty in the event of its assignment. In addition, the
Investment Advisory Agreement may be amended only by a vote of the
shareholders of the affected Portfolio(s), and provides that it will continue
in effect from year to year only so long as such continuance is approved at
least annually with respect to each Portfolio by vote of either the Trustees
or the shareholders of the Portfolio, and, in either case, by a majority of
the Trustees who are not "interested persons" of the Adviser. In each of the
foregoing cases, the vote of the shareholders is the affirmative vote of a
"majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940.

The Adviser has undertaken to reimburse each Portfolio for all operating
expenses, excluding management fees, that exceed .30% of the average daily net
assets of the Money Market and Advantage Portfolios, .40% of the average daily
net assets of the OTC, Total Return, Research, Growth & Income and Value +
Growth Portfolios, .50% of the average daily net assets of the Mortgage-Backed
Securities Portfolio and .75% of the average daily net assets of the
International Fixed Income Portfolio. This undertaking is subject to
termination at any time without notice to shareholders. Information concerning
the dollar amounts of advisory fees waived and expenses reimbursed for the
period ended December 31, 1997 is contained in the Prospectus.

For the years ended December 31, 1997, 1996 and 1995, respectively, the Adviser
was paid advisory fees as follows: $121,158, $48,489, $5,266 Money Market
Portfolio; $103,748, $79,625, $15,238 Mortgage-Backed Securities Portfolio;
$98,908, $84,700, $17,316 International Fixed Income Portfolio; $614,080,
$185,005, $17,068 OTC Portfolio; $1,211,826, $325,527, $25,665 Research
Portfolio; $871,199, $270,373, $24,687 Total Return Portfolio; $86,778, $47,012,
$7,371 Advantage Portfolio; $793,103, $127,300 Growth + Income Portfolio
(1996 only); $435,386, $80,234 Value + Growth Portfolio (1996 only). The
Adviser was not paid any advisory fees in 1994.

For the years ended December 31, 1995 and 1994, respectively, the Adviser
waived advisory fees as follows: $7,783, $255 Money Market Portfolio; $34,013,
$9,148 Mortgage-Backed Securities Portfolio; $42,182, $10,469 International
Fixed Income Portfolio; $26,045, $2,563 OTC Portfolio; $29,925, $2,508
Research Portfolio; $29,862, $2,084 Total Return Portfolio; $17,014, $3,740
Advantage Portfolio. No advisory fees were waived in 1997.

SUB-ADVISERS

Each of the Sub-Advisers described in the Prospectus serves as Sub-Adviser to
one or more of the Portfolios of the Trust pursuant to separate written
agreements. Certain of the services provided by, and the fees paid to, the
Sub-Advisers are described in the Prospectus under "Management of the Trust -
Sub-Advisers."

BROKERAGE AND RESEARCH SERVICES

Transactions on U.S. stock exchanges, commodities markets, futures markets and
other agency transactions involve the payment by the Trust of negotiated
brokerage commissions. Such commissions vary among different brokers. A
particular broker may charge different commissions according to such factors
as the difficulty and size of the transaction. Transactions in foreign
securities often involve the payment of fixed brokerage commissions, which may
be higher than those in the United States. There is generally no stated
commission in the case of securities traded in the over-the-counter markets,
but the price paid by the Trust usually includes an undisclosed dealer
commission or mark-up. In underwritten offerings, the price paid by the Trust
includes a disclosed, fixed commission or discount retained by the underwriter
or dealer. It is anticipated that most purchases and sales of securities by
funds investing primarily in certain fixed-income securities will be with the
issuer or with underwriters of or dealers in those securities, acting as
principal. Accordingly, those funds would not ordinarily pay significant
brokerage commissions with respect to securities transactions.

It is currently intended that the Adviser or Sub-Advisers will place all
orders for the purchase and sale of portfolio securities for the Trust and buy
and sell securities for the Trust through a substantial number of brokers and
dealers. In so doing, the Adviser or Sub-Advisers will use their best efforts
to obtain for the Trust the best price and execution available. In seeking the
best price and execution, the Adviser or Sub-Advisers, having in mind the
Trust's best interests, will consider all factors they deem relevant,
including, by way of illustration, price, the size of the transaction, the
nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience, and financial stability of the broker-dealer involved,
and the quality of service rendered by the broker-dealer in other
transactions.

It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional
investors to receive brokerage and research services (as defined in the
Securities Exchange Act of 1934 (the "1934 Act")) from broker-dealers which
execute portfolio transactions for the clients of such advisers and from third
parties with which such broker-dealers have arrangements. Consistent with this
practice, the Adviser or Sub-Advisers may receive brokerage and research
services and other similar services from many broker-dealers with which they
place the Trust's portfolio transactions and from third parties with which
such broker-dealers have arrangements. These services, which in some cases may
also be purchased for cash, include such matters as general economic and
security market reviews, industry and company reviews, evaluations of
securities, and recommendations as to the purchase and sale of securities.
Some of these services may be of value to the Adviser or Sub-Advisers and/or
their affiliates in advising various other clients (including the Trust),
although not all of these services are necessarily useful and of value in
managing the Trust. The management fees paid by the Trust are not reduced
because the Adviser or Sub-Advisers and/or their affiliates may receive such
services.

As permitted by Section 28(e) of the 1934 Act, an Adviser or Sub-Adviser may
cause a Portfolio to pay a broker-dealer which provides "brokerage and
research services" as defined in the 1934 Act to the Adviser or Sub-Adviser an
amount of disclosed commission for effecting a securities transaction for the
Portfolio in excess of the commission which another broker-dealer would have
charged for effecting that transaction provided that the Adviser or
Sub-Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker-dealer viewed in terms of that particular transaction or in terms of
all of the accounts over which investment discretion is so exercised. A
Sub-Adviser's authority to cause a Portfolio to pay any such greater
commissions is also subject to such policies as the Adviser or the Trustees
may adopt from time to time.

A Portfolio Adviser or Sub-Adviser may place orders for the purchase and sale
of exchange-listed portfolio securities with a broker-dealer that is an
affiliate of the Adviser or Sub-Adviser where in, the judgment of the Adviser
or Sub-Adviser, such firm will be able to obtain a price and execution at
least as favorable as other qualified brokers.

Pursuant to the rules of the Securities and Exchange Commission, a broker-
dealer that is an affiliate of the Adviser or Sub-Adviser or, if it is also a
broker-dealer, the Adviser or Sub-Adviser, may receive and retain compensation
for effecting portfolio transactions for a Portfolio on a national securities
exchange of which the broker-dealer is a member if the transaction is
"executed" on the floor of the exchange by another broker which is not an
"associated person" of the affiliated broker-dealer or the Adviser or Sub-
Adviser and if there is in effect a written contract between the Adviser or
Sub-Adviser and the Trust expressly permitting the affiliated broker-dealer or
Sub-Adviser to receive and retain such compensation. The Investment Advisory
Agreement and Sub-Advisory Agreements provide that each Adviser or Sub-Adviser
may retain compensation on transactions effected for a Portfolio in accordance
with the terms of these rules.

Securities and Exchange Commission rules further require that commissions paid
to such an affiliated broker-dealer, Adviser, or Sub-Adviser by a Portfolio on
exchange transactions not exceed "usual and customary brokerage commissions."
The rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Board of Trustees
has adopted procedures for evaluating the reasonableness of commissions paid to
broker-dealers that are affiliated with the Adviser or Sub-Advisers or to Sub-
Advisers that are broker-dealers and will review these procedures periodically.

Before the fiscal year ended December 31, 1997, the following Portfolios paid
brokerage commissions in the identified amounts to C.S. First Boston and
Robertson, Stephens, respectively: OTC Portfolio, $564.00, $0.00; Research
Portfolio, $1,273.92, $0.00; Total Return Portfolio, $75.00, $0.00; Value
+ Growth, $6,700.00, $30,546.00; and Growth & Income, $22,185.00, $56,314.00.

INVESTMENT DECISIONS. Investment decisions for the Trust and for the
other investment advisory clients of the Adviser or Sub-Advisers are made with
a view to achieving their respective investment objectives and after
consideration of such factors as their current holdings, availability of cash
for investment, and the size of their investments generally. Frequently, a
particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or
sales of the same security may be made for two or more clients of the Adviser
or Sub-Adviser on the same day. In such event, such transactions will be
allocated among the clients in a manner believed by the Adviser or Sub-Adviser
to be equitable to each. In some cases, this procedure could have an adverse
effect on the price or amount of the securities purchased or sold by the
Trust. Purchase and sale orders for the Trust may be combined with those of
other clients of the Adviser or Sub-Adviser in the interest of achieving the
most favorable net results for the Trust.

For the years ended December 31, 1997 and 1996, respectively, the Portfolios
paid brokerage commissions in the following aggregate amounts: OTC
Portfolio,$151,030, $67,231; Research Portfolio, $412,202, $128,699; Total
Return Portfolio, $90,072, $33,930; Growth + Income $532,477, $102,528; and
Value + Growth $190,271, $33,539.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Portfolio is determined daily as of 4:00
p.m. New York time on each day the New York Stock Exchange is open for
trading. The New York Stock Exchange is normally closed on the following
national holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

The value of a foreign security is determined in its national currency as of
the close of trading on the foreign exchange on which it is traded or as of
4:00 p.m. New York time, if that is earlier, and that value is then converted
into its U.S. dollar equivalent at the foreign exchange rate in effect at
noon, New York time, on the day the value of the foreign security is
determined.

The valuation of the Money Market Portfolio's portfolio securities is based
upon their amortized cost, which does not take into account unrealized
securities gains or losses. This method involves initially valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. By using amortized cost
valuation, the Trust seeks to maintain a constant net asset value of $1.00 per
share for the Money Market Portfolio, despite minor shifts in the market value
of its portfolio securities. While this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Money Market Portfolio
would receive if it sold the instrument. During periods of declining interest
rates, the quoted yield on shares of the Money Market Portfolio may tend to be
higher than a like computation made by a fund with identical investments
utilizing a method of valuation based on market prices and estimates of market
prices for all of its portfolio instruments. Thus, if the use of amortized
cost by the Portfolio resulted in a lower aggregate portfolio value on a
particular day, a prospective investor in the Money Market Portfolio would be
able to obtain a somewhat higher yield if he or she purchased shares of the
Money Market Portfolio on that day, than would result from investment in a
fund utilizing solely market values, and existing investors in the Money
Market Portfolio would receive less investment income. The converse would
apply on a day when the use of amortized cost by the Portfolio resulted in a
higher aggregate portfolio value. However, as a result of certain procedures
adopted by the Trust, the Trust believes any difference will normally be
minimal.

The net asset value of the shares of each of the Portfolios other than the
Money Market Portfolio is determined by dividing the total assets of the
Portfolio, less all liabilities, by the total number of shares outstanding.
Securities traded on a national securities exchange or quoted on the NASDAQ
National Market System are valued at their last-reported sale price on the
principal exchange or reported by NASDAQ or, if there is no reported sale, and
in the case of over-the-counter securities not included in the NASDAQ National
Market System, at a bid price estimated by a broker or dealer. Debt
securities, including zero-coupon securities, and certain foreign securities
will be valued by a pricing service. Other foreign securities will be valued
by the Trust's custodian. Securities for which current market quotations are
not readily available and all other assets are valued at fair value as
determined in good faith by the Trustees, although the actual calculations may
be made by persons acting pursuant to the direction of the Trustees.

If any securities held by a Portfolio are restricted as to resale, their fair
value is generally determined as the amount which the Trust could reasonably
expect to realize from an orderly disposition of such securities over a
reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the
restrictions on disposition of the securities (including any registration
expenses that might be borne by the Trust in connection with such
disposition). In addition, specific factors are also generally considered,
such as the cost of the investment, the market value of any unrestricted
securities of the same class (both at the time of purchase and at the time of
valuation), the size of the holding, the prices of any recent transactions or
offers with respect to such securities, and any available analysts' reports
regarding the issuer.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
New York Stock Exchange. The values of these securities used in determining
the net asset value of the Trust's shares are computed as of such times. Also,
because of the amount of time required to collect and process trading
information as to large numbers of securities issues, the values of certain
securities (such as convertible bonds and U.S. Government Securities) are
determined based on market quotations collected earlier in the day at the
latest practicable time prior to the close of the Exchange. Occasionally,
events affecting the value of such securities may occur between such times and
the close of the Exchange which will not be reflected in the computation of
the Trust's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value, in the manner described above.

The proceeds received by each Portfolio for each issue or sale of its shares,
and all income, earnings, profits, and proceeds thereof, subject only to the
rights of creditors, will be specifically allocated to such Portfolio, and
constitute the underlying assets of that Portfolio. The underlying assets of
each Portfolio will be segregated on the Trust's books of account, and will be
charged with the liabilities in respect of such Portfolio and with a share of
the general liabilities of the Trust. Expenses with respect to any two or more
Portfolios may be allocated in proportion to the net asset values of the
respective Portfolios except where allocations of direct expenses can
otherwise be fairly made.

TAXES

Each Portfolio of the Trust intends to continue to qualify each year and has
previously elected to be taxed as a regulated investment company under
Subchapter M of the United States Internal Revenue Code of 1986, as amended
(the "Code").

As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Portfolio will not be subject to federal
income tax on any of its net investment income or net realized capital gains
that are distributed to the separate accounts of the Life Companies. As a
Massachusetts business trust, a Portfolio under present law will not be
subject to any excise or income taxes in Massachusetts.

In order 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 stock, securities, or foreign currencies, and
other income (including gains from options, futures, or forward contracts)
derived with respect to its business of investing in such stock, securities,
or currencies; (b) derive less than 30% of its gross income from the sale or
other disposition of certain assets (including stock and securities) held less
than three months; (c) diversify its holdings so that, at the close of each
quarter of its taxable year, (i) at least 50% of the value of its total assets
consists of cash, cash items, U.S. Government Securities, and other securities
limited generally with respect to any one issuer to not more than 5% of the
total assets of the Portfolio and not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities of any issuer (other than U.S. Government
Securities). In order to receive the favorable tax treatment accorded
regulated investment companies and their shareholders, moreover, a Portfolio
must in general distribute at least 90% of its interest, dividends, net
short-term capital gain, and certain other income each year.

With respect to investment income and gains received by a Portfolio from
sources outside the United States, such income and gains may be subject to
foreign taxes which are withheld at the source. The effective rate of foreign
taxes in which a Portfolio will be subject depends on the specific countries
in which its assets will be invested and the extent of the assets invested in
each such country and therefore cannot be determined in advance.

A Portfolio's ability to use options, futures, and forward contracts and other
hedging techniques, and to engage in certain other transactions, may be
limited by tax considerations, in particular, the requirement that less than
30% of the Portfolio's gross income be derived from the sale or disposition of
assets held for less than three months. A Portfolio's transactions in
foreign-currency-denominated debt instruments and its hedging activities will
likely produce a difference between its book income and its taxable income.
This difference may cause a portion of the Portfolio's distributions of book
income to constitute returns of capital for tax purposes or require the
Portfolio to make distributions exceeding book income in order to permit the
Trust to continue to qualify, and be taxed under Subchapter M of the Code, as
a regulated investment company.

Under federal income tax law, a portion of the difference between the purchase
price of zero-coupon securities in which a Portfolio has invested and their
face value ("original issue discount") is considered to be income to the
Portfolio each year, even though the Portfolio will not receive cash interest
payments from these securities. This original issue discount (imputed income)
will comprise a part of the net investment income of the Portfolio which must
be distributed to shareholders in order to maintain the qualification of the
Portfolio as a regulated investment company and to avoid federal income tax at
the level of the Portfolio.

It is the policy of each of the Portfolios to meet the requirements of the
Code to qualify as a regulated investment company that is taxed pursuant to
Subchapter M of the Code. One of these requirements is that less than 30% of a
Portfolio's gross income must be derived from gains from sale or other
disposition of securities held for less than three months (with special rules
applying to so-called designated hedges). Accordingly, a Portfolio will be
restricted in selling securities held or considered under Code rules to have
been held less than three months, and in engaging in hedging or other
activities (including entering into options, futures, or short-sale
transactions) which may cause the Trust's holding period in certain of its
assets to be less than three months.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and related regulations currently in effect. For the
complete provisions, reference should be made to the pertinent Code sections
and regulations. The Code and regulations are subject to change by legislative
or administrative actions. This discussion does not describe in any respect
the tax treatment or offsets of any insurance or other product pursuant to
which investments in the Trust may be made.

DIVIDENDS AND DISTRIBUTIONS

MONEY MARKET PORTFOLIO. The net investment income of the Money Market
Portfolio is determined as of the close of trading on the New York Stock
Exchange (generally 4:00 p.m. New York time) on each day on which the Exchange
is open for business. All of the net investment income so determined normally
will be declared as a dividend daily to shareholders of record as of the close
of trading on the Exchange after the purchase and redemption of shares. A
dividend declared on the business day before a weekend or holiday will not
include an amount in respect of the Portfolio's income for the subsequent
non-business day or days. No daily dividend will include any amount of net
income in respect of a subsequent semi-annual accounting period. Dividends
commence on the next business day after the date of purchase. Dividends
declared during any month will be invested as of the close of business on the
last calendar day of that month (or the next business day after the last
calendar day of the month if the last calendar day of the month is a
non-business day) in additional shares of the Portfolio at the net asset value
per share, normally $1.00, determined as of the close of business on that day,
unless payment of the dividend in cash has been requested.

Net income of the Money Market Portfolio consists of all interest income
accrued on portfolio assets less all expenses of the Portfolio and amortized
market premium. Amortized market discount is included in interest income. The
Portfolio does not anticipate that it will normally realize any long-term
capital gains with respect to its portfolio securities.

Normally the Money Market Portfolio will have a positive net income at
the time of each determination thereof. Net income may be negative if an
unexpected liability must be accrued or a loss realized. If the net income of
the Portfolio determined at any time is a negative amount, the net asset value
per share will be reduced below $1.00 unless one or more of the following
steps, for which the Trustees have authority, are taken: (1) reduce the number
of shares in each shareholder's account, (2) offset each shareholder's pro
rata portion of negative net income against the shareholder's accrued dividend
account or against future dividends, or (3) combine these methods in order to
seek to maintain the net asset value per share at $1.00. The Trust may
endeavor to restore the Portfolio's net asset value per share to $1.00 by not
declaring dividends from net income on subsequent days until restoration, with
the result that the net asset value per share will increase to the extent of
positive net income which is not declared as a dividend.

Should the Money Market Portfolio incur or anticipate, with respect to
its portfolio, any unusual or unexpected significant expense or loss which
would affect disproportionately the Portfolio's income for a particular
period, the Trustees would at that time consider whether to adhere to the
dividend policy described above or to revise it in light of the then
prevailing circumstances in order to ameliorate to the extent possible the
disproportionate effect of such expense or loss on then existing shareholders.
Such expenses or losses may nevertheless result in a shareholder's receiving
no dividends for the period during which the shares are held and receiving
upon redemption a price per share lower than that which was paid.

OTHER PORTFOLIOS. Each of the Portfolios other than the Money Market
Portfolio will declare and distribute dividends from net investment income, if
any, and will distribute its net realized capital gains, if any, at least
annually. Both dividends and capital gain distributions will be made in shares
of such Portfolios unless an election is made on behalf of a separate account
to receive dividends and capital gain distributions in cash.

PERFORMANCE INFORMATION

MONEY MARKET PORTFOLIO: The Portfolio's yield is computed by determining the
percentage net change, excluding capital changes, in the value of an
investment in one share of the Portfolio over the base period, and multiplying
the net change by 365/7 (or approximately 52 weeks). The Portfolio's effective
yield represents a compounding of the yield by adding 1 to the number
representing the percentage change in value of the investment during the base
period, raising that sum to a power equal to 365/7, and subtracting 1 from the
result.

OTHER PORTFOLIOS:

(a) A Portfolio's yield is presented for a specified 30-day period (the
"base period"). Yield is based on the amount determined by (i) calculating the
aggregate of dividends and interest earned by the Portfolio during the base
period less expenses accrued for that period, and (ii) dividing that amount by
the product of (A) the average daily number of shares of the Portfolio
outstanding during the base period and entitled to receive dividends and (B)
the net asset value per share of the Portfolio on the last day of the base
period. The result is annualized on a compounding basis to determine the
Portfolio's yield. For this calculation, interest earned on debt obligations
held by a Portfolio is generally calculated using the yield to maturity (or
first expected call date) of such obligations based on their market values
(or, in the case of receivables-backed securities such as Ginnie Maes, based
on cost). Dividends on equity securities are accrued daily at their stated
dividend rates.

Total return of a Portfolio for periods longer than one year is determined by
calculating the actual dollar amount of investment return on a $1,000
investment in the Portfolio made at the beginning of each period, then
calculating the average annual compounded rate of return which would produce
the same investment return on the $1,000 investment over the same period.
Total return for a period of one year or less is equal to the actual
investment return on a $1,000 investment in the Portfolio during that period.
Total return calculations assume that all Portfolio distributions are
reinvested at net asset value on their respective reinvestment dates.

From time to time, Adviser may reduce its compensation or assume expenses in
respect of the operations of a Portfolio in order to reduce the Portfolio's
expenses. Any such waiver or assumption would increase a Portfolio's yield and
total return during the period of the waiver or assumption.

SHAREHOLDER COMMUNICATIONS

Owners of Variable Contracts issued by the Life Companies for which shares of
one or more Portfolios are the investment vehicle are entitled to receive from
the Life Companies unaudited semi-annual financial statements and audited
year-end financial statements certified by the Trust's independent public
accountants. Each report will show the investments owned by the Portfolio and
the market value thereof and will provide other information about the
Portfolio and its operations.

ORGANIZATION AND CAPITALIZATION

The Trust is an open-end investment company established under the laws of The
Commonwealth of Massachusetts by a Declaration of Trust dated May 11, 1994.
Shares entitle their holders to one vote per share, with fractional shares
voting proportionally; however, a separate vote will be taken by each
Portfolio on matters affecting an individual Portfolio. For example, a change
in a fundamental investment policy for the Advantage Portfolio would be voted
upon only by shareholders of the Advantage Portfolio. Additionally, approval
of the Investment Advisory Agreement is a matter to be determined separately
by each Portfolio. Approval by the shareholders of one Portfolio is effective
as to that Portfolio. Shares have noncumulative voting rights. Although the
Trust is not required to hold annual meetings of its shareholders,
shareholders have the right to call a meeting to elect or remove Trustees or
to take other actions as provided in the Declaration of Trust. Shares have no
preemptive or subscription rights, and are transferable. Shares are entitled
to dividends as declared by the Trustees, and if a Portfolio were liquidated,
the shares of that Portfolio would receive the net assets of that Portfolio.
The Trust may suspend the sale of shares at any time and may refuse any order
to purchase shares.

Additional Portfolios may be created from time to time with different
investment objectives or for use as funding vehicles for different variable
life insurance policies or variable annuity contracts. Any additional
Portfolios may be managed by investment advisers or sub-advisers other than
the current Adviser and Sub-Advisers. In addition, the Trustees have the
right, subject to any necessary regulatory approvals, to create more than one
class of shares in a Portfolio, with the classes being subject to different
charges and expenses and having such other different rights as the Trustees
may prescribe and to terminate any Portfolio of the Trust.

PORTFOLIO TURNOVER

The portfolio turnover rate of a Portfolio is defined by the Securities and
Exchange Commission as the ratio of the lesser of annual sales or purchases to
the monthly average value of the portfolio, excluding from both the numerator
and the denominator securities with maturities at the time of acquisition of
one year or less. Under that definition, the Money Market Portfolio would not
calculate portfolio turnover. Portfolio turnover generally involves some
expense to a Portfolio, including brokerage commissions or dealer mark-ups and
other transaction costs on the sale of securities and reinvestment in other
securities.

CUSTODIAN

Bankers Trust Company is the custodian of the Trust's assets. The custodian's
responsibilities include safeguarding and controlling the Trust's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Trust's investments. The Trust may employ
foreign sub-custodians that are approved by the Board of Trustees to hold
foreign assets.

LEGAL COUNSEL

Sutherland, Asbill & Brennan, LLP 1275 Pennsylvania Avenue, NW, Washington,
D.C. 20004-2440 serves as counsel to the Trust.

INDEPENDENT AUDITORS

Ernst & Young LLP, 200 Claredon Street, Boston, Massachusetts, serves as
independent auditors of the Trust.

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the Trust or
the Trustees. The Declaration of Trust provides for indemnification out of a
Portfolio's property for all loss and expense of any shareholder held
personally liable for the obligations of a Portfolio. Thus the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Portfolio would be unable to meet its
obligations.

DESCRIPTION OF NRSRO RATINGS

DESCRIPTION OF MOODY'S CORPORATE RATINGS

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred
to as "gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.
A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations (i.e., they are neither highly protected nor poorly secured).
Interest 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 -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.

Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

DESCRIPTION OF S&P CORPORATE RATINGS

AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA -- Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.

A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.

BB-B-CCC-CC and C -- Bonds rated BB, B, CCC, CC and C are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the least degree of speculation and C the highest
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions. A C rating is typically applied to
debt subordinated to senior debt which is assigned an actual or implied CCC
rating. It may also be used to cover a situation where a bankruptcy petition
has been filed, but debt service payments are continued.

DESCRIPTION OF DUFF & PHELPS CORPORATE RATINGS

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

AA - risk is modest but may vary slightly from time to time because of
economic conditions.

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

BBB - Investment grade. Considerable variability in risk during economic
cycles.

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

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

SUBSTANTIAL RISK - Well below investment grade securities. May be in
default or have considerable uncertainty as to timely payment of interest,
preferred dividends and/or principal. Protection factors are narrow and risk
can be substantial with unfavorable economic/industry conditions, and/or with
favorable company developments.

DESCRIPTION OF FITCH CORPORATE RATINGS

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

AA - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issues is generally
rated "[-]+."

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

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

BB - Bonds considered speculative. The obligor's ability to pay interest
and repay principal may be affected over time by adverse economic changes.

B - Bonds considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety.

CCC - Bonds which may have certain identifiable characteristics which, if
not remedied, may lead to the default of either principal or interest
payments.

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

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

DESCRIPTION OF THOMSON BANKWATCH, INC. CORPORATE RATINGS

AAA - Bonds that are rated AAA indicate that the ability to repay
principal and interest on a timely basis is extremely high.

AA - Bonds that are rated AA indicate a very strong ability to repay
principal and interest on a timely basis with limited incremental risk
compared to issues rated in the highest category.

TBW may apply plus ("+") and minus ("-") modifiers in the AAA and AA
categories to indicate where within the respective category the issue is
placed.

DESCRIPTION OF IBCA LIMITED AND IBCA INC. CORPORATE RATINGS

AAA - Obligations which are rated AAA are considered to be of the lowest
expectation of investment risk. Capacity for timely repayment of principal and
interest is substantial such that adverse changes in business, economic, or
financial conditions are unlikely to increase investment risk significantly.

AA - Obligations which are rated AA are considered to be of a very low
expectation of investment risk. Capacity for timely repayment of principal and
interest is substantial. Adverse changes in business, economic, or financial
conditions may increase investment risk albeit not very significantly.

DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payments is strong. Those issues determined to possess
extremely strong safety characteristics are denoted A-1+. Capacity for timely
payment on commercial paper rated A-2 is satisfactory, but the relative degree
of safety is not as high as for issues designated A-1. An A-3 designation
indicates an adequate capacity for timely payment. Issues with this
designation, however, are more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations. B issues are
regarded as having only speculative capacity for timely payment. C issues have
a doubtful capacity for payment. D issues are in payment default. The D rating
category is used when interest payments or principal payments are not made on
the due date, even if the applicable grace period has not expired, unless
Standard & Poor's believes that such payments will be made during such grace
period.

DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS

Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Issuers rated
Prime-2 (or supporting institutions) have a strong ability for repayment of
senior short-term debt obligations. This will normally be evidenced by many of
the characteristics of issuers rated Prime-1 but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected
by external conditions. Ample alternate liquidity is maintained. Issuers rated
Prime-3 (or supporting institutions) have an acceptable ability for repayment
of senior short-term obligations. The effect of industry characteristics and
market compositions may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained. Issuers rated Not Prime do not fall with
any of the Prime rating categories.

DESCRIPTION OF DUFF'S COMMERCIAL PAPER RATINGS

The rating Duff-1 is the highest commercial paper rating assigned by Duff
& Phelps. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital markets and
sound liquidity factors and company fundamentals. Risk factors are small.

DESCRIPTION OF FITCH'S COMMERCIAL PAPER RATINGS

The rating F-1+ (Exceptionally Strong Credit Quality) is the highest
commercial paper rating assigned by Fitch. Issues rated F-1+ are regarded as
having the strongest degree of assurance for timely payment. The rating F-1
(Very Strong Credit Quality) reflects an assurance of timely payment only
slightly less in degree than the strongest issues. An F-2 rating (Good Credit
Quality) indicates 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.
Issues rated F-3 (Fair Credit Quality) 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.

DESCRIPTION OF IBCA LIMITED AND IBCA INC. COMMERCIAL PAPER RATINGS

A1 - Short-term obligations rated A1 are supported by the highest
capacity for timely repayment. Where issues possess a particularly strong
credit feature, a rating of A1+ is assigned.

A2 - Short-term obligations rated A2 are supported by a satisfactory
capacity for timely repayment, although such capacity may be susceptible to
adverse changes in business, economic or financial conditions.

DESCRIPTION OF THOMSON BANKWATCH, INC. COMMERCIAL PAPER RATINGS

TBW-1 - Issues rated TBW-1 indicate a very high degree of likelihood that
principal and interest will be paid on a timely basis.

TBW-2 - Issues rated TBW-2 indicate that while the degree of safety
regarding timely payment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated TBW-1.

FINANCIAL STATEMENTS

The Trust's financial statements and notes thereto for the year ended December
31, 1997, and the report of Ernst & Young LLP, Independent Auditors, with
respect thereto, appear in the Trust's Annual Report for the year ended
December 31, 1997, which is incorporated by reference into this Statement of
Additional Information. The Trust delivers a copy of the Annual Report to
investors along with the Statement of Additional Information. In addition, the
Trust will furnish, without charge, additional copies of such Annual Report to
investors which may be obtained without charge by calling the Life Company at
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