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Polaris ChoiceII

Prospectus

IMPORTANT INFORMATION FROM AIG RETIREMENT SERVICES

PRIVACY NOTICE We strongly value your trust and believe in protecting any Information we may collect about you in the course of providing our services. This notice is provided to you on behalf of the AIG SunAmerica Companies listed below. It is intended to help you understand our policies and procedures regarding private information. What Information Do We Collect and How Do We Use It? We collect Information about you that is necessary to our contracts, products, services and other business relationships with you, and use it for those business purposes. ""Information'' can include: , Any Information provided to us, such as on , Information about transactions with us, our applications, administrative forms, over the aÇliates or third parties. telephone or through our websites. For the most part, the Information we collect is given to us directly by either you or your registered representative/agent or Ñnancial advisor via your application for one of our contracts, products or services. We may also collect Information during the processes of evaluating claims for beneÑts and providing administration and service on our products. Additionally, we may collect Information about your transactions with us or with others that provide service on our behalf. What Information Do We Disclose and To Whom? We disclose your Information as is necessary and/or customary in order to conduct our business, and as otherwise permitted by applicable law. Your Information may be disclosed to: , others who provide business functions for us such as contract administration, mailing services and/or processing transactions for your account. For example, your Information may be disclosed to a service provider that generates account statements for us. , our aÇliated AIG companies, as permitted by applicable law, including the American General family of companies and the AIG Retirement Services companies. , other companies with whom we may have joint marketing agreements so that you may be provided with a wider variety of products and services. This does not apply if you reside in California. We require joint marketing partners performing services for us to abide by our privacy policy. , our agents, representatives and other third parties as permitted by applicable law. We do not sell your Information to other companies so that they may solicit you. Unless sharing is authorized by you or by applicable law, we will not share your health Information. What Is Our Information Security Policy? We consider your Information to be conÑdential. Only those individuals who need your Information to perform their jobs are authorized to have access to that Information. We also maintain physical, electronic and procedural safeguards with respect to your Information. How Can You Review and Correct Your Information? You may access and review your Information. Please contact us at the number below if you would like more information about this process. What If You Become an Inactive Customer? Our policy applies to current and former customers. For further information about this Privacy Policy and if you own an Ovation family variable annuity or a variable annuity issued by AI Life or AIG Life, please contact at 1-800-255-8402; if you own a Ñxed annuity contract, call 1-888-333-2349; and if you own an AIG SunAmerica variable annuity contract, call 1-800-445-7862. This Privacy Notice is provided to you for information purposes only. You do not need to call or take any action in response to this notice.

This Privacy Notice is provided on behalf of the following companies: AIG Retirement Services, Inc., AIG SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company, AIG Life Insurance Company, American International Life Assurance Company of New York, Anchor Series Trust, Seasons Series Trust and SunAmerica Series Trust. Administrator for the Central National Life Insurance Company of Omaha and for John Alden Life Insurance Company. Copyright 2005 AIG Retirement Services, Inc.. All rights reserved. This Privacy Policy is eÅective as of January 1, 2005.

This is a Privacy Notice. It is NOT part of your contract or prospectus.

Prospectus May 1, 2006

Please read this prospectus carefully before investing and keep it for future reference. It contains important information about the variable annuity. To learn more about the annuity oÅered in this prospectus, you can obtain a copy of the Statement of Additional Information (""SAI'') dated May 1, 2006. The SAI has been Ñled with the United States Securities and Exchange Commission (""SEC'') and is incorporated by reference into this prospectus. The Table of Contents of the SAI appears at the end of this prospectus. For a free copy of the SAI, call us at (800) 445-SUN2 or write to us at our Annuity Service Center, P.O. Box 54299, Los Angeles, California 90054-0299. In addition, the SEC maintains a website (http://www.sec.gov) that contains the SAI, materials incorporated by reference and other information Ñled electronically with the SEC by the Company. Annuities involve risks, including possible loss of principal, and are not a deposit or obligation of, or guaranteed or endorsed by, any bank. They are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency.

FLEXIBLE PAYMENT DEFERRED ANNUITY CONTRACTS

issued by

AIG SUNAMERICA LIFE ASSURANCE COMPANY

in connection with

VARIABLE SEPARATE ACCOUNT

The annuity has several investment choices - Variable Portfolios (which are subaccounts of the separate account) and available Ñxed account options. Each Variable Portfolio invests exclusively in shares of one of the Underlying Funds listed below. The Underlying Funds are part of the Anchor Series Trust (""AST''), SunAmerica Series Trust (""SAST''), American Funds Insurance Series (""AFIS''), Lord Abbett Series Fund, Inc. (""LASF''), Columbia Funds Variable Insurance Trust I (""CFT I'') and Van Kampen Life Investment Trust (""VKT'').

STOCKS: Managed by AIG SunAmerica Asset Management Corp. , Aggressive Growth Portfolio SAST , Blue Chip Growth Portfolio SAST , ""Dogs'' of Wall Street Portfolio* SAST Managed by AllianceBernstein L.P. , Alliance Growth Portfolio SAST , Growth & Income Portfolio SAST , Small & Mid Cap Value Portfolio SAST Managed by Capital Research and Management Company , American Funds Global Growth Portfolio AFIS , American Funds Growth Portfolio AFIS , American Funds Growth-Income Portfolio AFIS Managed by Davis Selected Advisers, L.P. d/b/a Davis Advisers , Davis Venture Value Portfolio SAST , Real Estate Portfolio SAST Managed by Federated Equity Management Company , Federated American Leaders Portfolio* SAST Managed by Franklin Advisory Services, LLC , Small Company Value Portfolio SAST Managed by Goldman Sachs Asset Management, L.P. , Goldman Sachs Research Portfolio SAST Managed by J.P. Morgan Investment Management Inc. , Global Equities Portfolio SAST Managed by Lord, Abbett & Co. LLC , Lord Abbett Growth and Income Portfolio LASF Managed by Marsico Capital Management, LLC , Columbia Marsico Focused Equities Variable Series Portfolio CFT I Managed by Massachusetts Financial Services Company , MFS Massachusetts Investors Trust Portfolio* SAST , MFS Mid-Cap Growth Portfolio SAST Managed by Morgan Stanley Investment Management Inc.** , Growth Opportunities Portfolio SAST , International DiversiÑed Equities Portfolio SAST , Technology Portfolio SAST Managed by Putnam Investment Management, LLC , Emerging Markets Portfolio SAST , International Growth & Income Portfolio SAST , Putnam Growth: Voyager Portfolio SAST Managed by Templeton Investment Counsel, LLC , Foreign Value Portfolio SAST Managed by Van Kampen Asset Management , Van Kampen LIT Comstock Portfolio, Class II Shares* VKT , Van Kampen LIT Emerging Growth Portfolio, Class II Shares VKT , Van Kampen LIT Growth and Income Portfolio, Class II Shares VKT Managed by Wellington Management Company, LLP , Capital Appreciation Portfolio AST , Growth Portfolio AST , Natural Resources Portfolio AST BALANCED: Managed by J.P. Morgan Investment Management Inc. , SunAmerica Balanced Portfolio SAST Managed by Massachusetts Financial Services Company , MFS Total Return Portfolio SAST Managed by WM Advisors, Inc. , Asset Allocation Portfolio AST BONDS: Managed by AIG SunAmerica Asset Management Corp. , High-Yield Bond Portfolio SAST Managed by Federated Investment Management Company , Corporate Bond Portfolio SAST Managed by Goldman Sachs Asset Management International , Global Bond Portfolio SAST Managed by MacKay Shields LLC , Columbia High Yield Variable Series Portfolio CFT I Managed by Wellington Management Company, LLP , Government and Quality Bond Portfolio AST CASH: Managed by Columbia Management Advisers, LLC , Cash Management Portfolio SAST * ""Dogs of Wall Street'' Portfolio is an equity fund seeking total return; Federated American Leaders Portfolio is an equity fund seeking growth of capital and income; MFS Massachusetts Investors Trust Portfolio is an equity fund seeking reasonable current income, long-term capital growth and conservation of capital and Van Kampen LIT Comstock Portfolio is an equity fund, seeking capital growth and income. ** Morgan Stanley Investment Management Inc. does business in certain instances using the name Van Kampen.

These securities have not been approved or disapproved by the Securities and Exchange Commission, nor has the Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

GLOSSARY************************************************* HIGHLIGHTS *********************************************** FEE TABLES************************************************ Maximum Owner Transaction Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Contract Maintenance Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Separate Account Annual ExpensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Additional Optional Feature FeeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional MarketLock Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Polaris Income Rewards Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Capital Protector Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Underlying Fund Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ EXAMPLES ************************************************ THE POLARIS CHOICEII VARIABLE ANNUITY ********************* PURCHASING A POLARIS CHOICEII VARIABLE ANNUITY ********* Allocation of Purchase Payments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Accumulation Units ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Free Look ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ INVESTMENT OPTIONS ************************************** Variable Portfolios ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Anchor Series TrustÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Series TrustÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ American Funds Insurance Series ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Lord Abbett Series Fund, Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Columbia Funds Variable Insurance Trust 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Van Kampen Life Investment Trust ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Fixed AccountsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Dollar Cost Averaging Fixed Accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Dollar Cost Averaging Program ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Asset Allocation Program ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Transfers During the Accumulation Phase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Automatic Asset Rebalancing Program ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Return Plus ProgramÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Voting RightsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Substitution, Addition or Deletion of Variable Portfolios ÏÏÏÏÏÏÏÏÏ ACCESS TO YOUR MONEY *********************************** Systematic Withdrawal Program ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Minimum Contract Value ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ OPTIONAL LIVING BENEFITS ********************************* MarketLock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Polaris Income Rewards ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Capital Protector ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ DEATH BENEFIT ******************************************** Standard Death BeneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Enhanced Death BeneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional EstatePlus Feature ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Spousal ContinuationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ EXPENSES ************************************************* Separate Account Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Withdrawal Charges ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Underlying Fund Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Contract Maintenance Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Transfer FeeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional MarketLock Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Polaris Income Rewards Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Capital Protector Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Enhanced Death BeneÑt Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional EstatePlus Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Premium Tax ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income Taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Reduction or Elimination of Fees, Expenses, and Additional Amounts CreditedÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ INCOME OPTIONS ****************************************** Annuity Date ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income Options ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Fixed or Variable Income PaymentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income PaymentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Transfers During the Income Phase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Deferment of PaymentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ TAXES***************************************************** Annuity Contracts in General ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Tax Treatment of Distributions ¿ Non-QualiÑed Contracts ÏÏÏÏÏÏÏ Tax Treatment of Distributions Ó QualiÑed Contracts ÏÏÏÏÏÏÏÏÏÏÏ Minimum Distributions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Tax Treatment of Death BeneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Contracts Owned by a Trust or Corporation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Gifts, Pledges and/or Assignments of a Contract ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ DiversiÑcation and Investor Control ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ OTHER INFORMATION *************************************** AIG SunAmerica Life ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Separate Account ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The General Account ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Registration Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Payments in Connection with Distribution of the ContractÏÏÏÏÏÏÏÏ Administration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Legal Proceedings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

2 3 4 4 4 4 4 4 4 4 4 5 6 6 7 7 8 8 8 8 8 8 8 8 8 9 10 10 11 11 13 13 14 14 14 15 15 15 15 20 24 25 26 26 27 28 28 28 29 29 29 29 29 29 30 30 30 30 30 30 30 30 30 31 31 31 32 32 32 32 33 33 34 34 34 34 35 35 35 35 35 35 36 36 37

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION******************************************** APPENDIX A ­ CONDENSED FINANCIALS ********************** APPENDIX B ­ DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION******************************************* APPENDIX C ­ POLARIS INCOME REWARDS AND MARKETLOCK EXAMPLES ********************************************** APPENDIX D ­ STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS********** APPENDIX E ­ MARKET VALUE ADJUSTMENT (``MVA'') *********

38 A-1 B-1 C-1 D-1 E-1

GLOSSARY

We have capitalized some of the technical terms used in this prospectus. To help you understand these terms, we have deÑned them in this glossary. Accumulation Phase - The period during which you invest money in your contract. Accumulation Units - A measurement we use to calculate the value of the variable portion of your contract during the Accumulation Phase. Annuitant - The person on whose life we base income payments after you begin the Income Phase. Annuity Date - The date on which you select income payments to begin. Annuity Units - A measurement we use to calculate the amount of income payments you receive from the variable portion of your contract during the Income Phase. Beneficiary - The person designated to receive any beneÑts under the contract if you or the Annuitant dies. Company - Refers to AIG SunAmerica Life Assurance Company, the insurer that issues this contract. The term ""we,'' ""us,'' ""our,'' and ""AIG SunAmerica Life'' are also used to identify the Company. Continuing Spouse - Spouse of original contract owner at the time of death who elects to continue the contract after the death of the original contract owner. Fixed Account - An account, if available, that we may oÅer in which you may invest money and earn a Ñxed rate of return. Income Phase - The period during which we make income payments to you, other than Living BeneÑt payments. Latest Annuity Date - Your 95th birthday or tenth contract anniversary, whichever is later. Market Close - The close of the New York Stock Exchange, usually at 1:00 p.m. PaciÑc Time. Non-qualified (contract) - A contract purchased with after-tax dollars. In general, these contracts are not under any pension plan, specially sponsored program or individual retirement account (""IRA''). NYSE - New York Stock Exchange Owner - The person or entity (if a non-natural owner) with an interest or title to this contract. The term ""you'' or ""your'' are also used to identify the Owner. Purchase Payments - The money you give us to buy and invest in the contract. Qualified (contract) - A contract purchased with pretax dollars. These contracts are generally purchased under a pension plan, specially sponsored program or IRA. Separate Account - A segregated asset account maintained separately from the Company's regular portfolio of investments and general accounts. The Separate Account is established by the Company to purchase and hold the Variable Portfolios. Trusts - Collectively refers to the American Funds Insurance Series, Anchor Series Trust, Columbia Funds Insurance Trust, Lord Abbett Series Fund, Inc., SunAmerica Series Trust and Van Kampen Life Investment Trust. Underlying Funds - The underlying investment portfolios of the Trusts in which the Variable Portfolios invest. Variable Portfolio(s) - The variable investment options available under the contract. Each Variable Portfolio has its own investment objective and is invested in the Underlying Funds of the Trusts.

2

HIGHLIGHTS

The Polaris ChoiceII Variable Annuity is a contract between you and AIG SunAmerica Life. It is designed to help you invest on a tax-deferred basis and meet long-term Ñnancial goals. There are minimum Purchase Payment amounts required to purchase a contract. Purchase Payments may be invested in a variety of variable and Ñxed account options. Like all deferred annuities, the contract has an Accumulation Phase and an Income Phase. During the Accumulation Phase, you invest money in your contract. The Income Phase begins when you start receiving income payments from your annuity to provide for your retirement. Free Look: You may cancel your contract within 10 days after receiving it (or whatever period is required in your state). You will receive whatever your contract is worth on the day that we receive your request. The amount refunded may be more or less than your original Purchase Payment. We will return your original Purchase Payment if required by law. Please see Purchasing a Polaris ChoiceII Variable Annuity in the prospectus. Expenses: There are fees and charges associated with the contract. Each year, we deduct a $35 contract maintenance fee from your contract, which may be waived for contracts of $50,000 or more. We also deduct separate account charges which equal 1.52% annually of the average daily value of your contract allocated to the Variable Portfolios. There are investment charges on amounts invested in the Variable Portfolios including 12b-1 fees of up to 0.25%. If you elect optional features available under the contract we may charge additional fees for those features. A separate withdrawal charge schedule applies to each Purchase Payment. The amount of the withdrawal charge declines over time. After a Purchase Payment has been in the contract for three complete years, withdrawal charges no longer apply to that Purchase Payment. Please see the Fee Table, Purchasing a Polaris ChoiceII Variable Annuity and Expenses in the prospectus. Access to Your Money: You may withdraw money from your contract during the Accumulation Phase. If you do so,

earnings are deemed to be withdrawn Ñrst. You will pay income taxes on earnings and untaxed contributions when you withdraw them. Payments received during the Income Phase are considered partly a return of your original investment. A federal tax penalty may apply if you make withdrawals before age 591/2. As noted above, a withdrawal charge may apply. Please see Access to Your Money and Taxes in the prospectus. Optional Living BeneÑts: You may elect one of the optional living beneÑts available under your contract. For an additional fee, these features are designed to protect a portion of your investment in the event your contract value declines due to unfavorable investment performance during the Accumulation Phase and before a death beneÑt is payable. See Optional Living BeneÑts in the prospectus. Death BeneÑt: A death beneÑt feature is available under the contract to protect your BeneÑciaries in the event of your death during the Accumulation Phase. Please see Death BeneÑts in the prospectus. Income Options: When you are ready to begin taking income, you can choose to receive income payments on a variable basis, Ñxed basis or a combination of both. You may also choose from Ñve diÅerent income options, including an option for income that you cannot outlive. Please see Income Options in the prospectus. Inquiries: If you have questions about your contract call your Ñnancial representative or contact us at AIG SunAmerica Life Assurance Company Annuity Service Center P.O. Box 54299 Los Angeles, California 90054-0299. Telephone Number: (800) 445-SUN2. Please see Allocation of Purchase Payments in the prospectus for the address to which you must send Subsequent Purchase Payments. See Appendix D for information regarding state contract availability and state speciÑc variations of certain features and beneÑts.

The Company oÅers several diÅerent variable annuity contracts to meet the diverse needs of our investors. Our contracts may provide diÅerent features, beneÑts and programs oÅered at diÅerent fees and expenses. When working with your Ñnancial representative to determine the best product to meet your needs, you should consider among other things, whether the features of this contract and the related fees provide the most appropriate package to help you meet your retirement savings goals. If you would like more information regarding how money is shared amongst our business partners, including brokerdealers through which you may purchase a variable annuity and from certain Trusts' investment advisers or their aÇliates for services related to the availability of the Underlying Funds in the contract, see the PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT section under OTHER INFORMATION. Please read the prospectus carefully for more detailed information regarding these and other features and beneÑts of the contract, as well as the risks of investing.

3

FEE TABLES

The following describes the fees and expenses that you will pay at the time that you buy the contract, transfer cash value between investment options or surrender the contract. If applicable, you may also be subject to state premium taxes.

MAXIMUM OWNER TRANSACTION EXPENSES

Maximum Withdrawal Charges (as a percentage of each Purchase Payment)1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 7% Transfer Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $25 per transfer after the Ñrst 15 transfers in any contract year.

The following describes the fees and expenses that you may pay periodically during the time that you own the contract, not including Underlying Fund expenses which are outlined in the next section.

CONTRACT MAINTENANCE FEE2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SEPARATE ACCOUNT ANNUAL EXPENSES

(deducted from the average daily ending net asset value allocated to the Variable Portfolio) Mortality and Expense Risk Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Distribution Expense Fee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional Enhanced Death BeneÑt Fee3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Optional EstatePlus Fee4 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total Separate Account Annual Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

$35

1.37% 0.15% 0.20% 0.25% 1.97%

ADDITIONAL OPTIONAL FEATURE FEE

You may elect only one of the following optional features: MarketLock, Polaris Income Rewards or Capital Protector described below.

OPTIONAL MARKETLOCK FEE5

(calculated as a percentage of the greater of (a) Purchase Payments made in the Ñrst two years, or (b) the highest anniversary value (less Purchase Payments made after the Ñrst two years) during the period in which anniversary values are being considered, both adjusted for withdrawals during the applicable period) All Contract Years ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.65%

Annualized Fee

OPTIONAL POLARIS INCOME REWARDS FEE

Contract Year

5

(calculated as a percentage of your Purchase Payments received in the Ñrst 90 days adjusted for withdrawals)

Annualized Fee

0-7ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8-10ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11° ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.65% 0.45% none

OPTIONAL CAPITAL PROTECTOR FEE6

(calculated as a percentage of your contract value minus Purchase Payments received after the 90th day since you purchased your contract) r

Contract Year Annualized Fee

0-5ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 6-10ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11° ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.65% 0.45% none

UNDERLYING FUND EXPENSES

The following shows the minimum and maximum total operating expenses charged by the Underlying Funds of the Trusts, before any waivers or reimbursements that you may pay periodically during the time that you own the contract. More detail concerning the Underlying Funds' expenses is contained in the prospectus for each of the Trusts. Please read them carefully before investing.

Total Annual Underlying Fund Expenses Minimum7 Maximum8

(expenses that are deducted from Underlying Funds of the Trusts, including management fees, other expenses and 12b-1 fees if applicable) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.52%

2.03%

Footnotes to the Fee Tables: 1 Withdrawal Charge Schedule (as a percentage of each Purchase Payment withdrawn) declines over 3 years as follows: Years Since Receipt: ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1 2 3 4 7% 6% 5% 0% 2 The contract maintenance fee may be waived if contract value is $50,000 or more. 3 If you do not elect the optional Enhanced Death BeneÑt and the EstatePlus feature, your total separate account annual expenses would be 1.52%. 4 EstatePlus is an optional earnings enhancement death beneÑt. EstatePlus can only be elected if an optional enhanced death beneÑt is also elected. 5 The Polaris Income Rewards and MarketLock features are optional guaranteed minimum withdrawal beneÑts. The fee is deducted from your contract value at the end of the Ñrst quarter following election and quarterly thereafter. The fee is deducted proportionately from your contract value by redeeming Accumulation Units in your Variable Portfolio(s) and reducing the dollar amount in your Fixed Account(s). 6 The Capital Protector feature is an optional guaranteed minimum accumulation beneÑt. The fee is deducted from your contract value at the end of the Ñrst quarter following election and quarterly thereafter. The fee is deducted proportionately from your contract value by redeeming Accumulation Units in your Variable Portfolio(s) and reducing the dollar amount in your Fixed Account(s). 7 As of December 31, 2005. 8 As of January 31, 2006.

4

MAXIMUM AND MINIMUM EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include owner transaction expenses, the contract maintenance fee if any, separate account annual expenses, available optional feature fees and Underlying Fund expenses. The examples assume that you invest $10,000 in the contract for the time periods indicated; that your investment has a 5% return each year; and you incur the maximum and minimum fees and expenses of the Underlying Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs at the end of the stated period would be:

MAXIMUM EXPENSE EXAMPLES

(assuming maximum separate account annual expenses of 1.97% (including the optional Enhanced Death BeneÑt and the optional EstatePlus feature), the optional MarketLock feature (0.65%) and investment in an Underlying Fund with total expenses of 2.03%)

(1) If you surrender your contract at the end of the applicable time period:

1 YEAR $1,171 3 YEARS $1,917 5 YEARS $2,369 10 YEARS $4,774

(2) If you annuitize your contract at the end of the applicable time period:

1 YEAR $471 3 YEARS $1,417 5 YEARS $2,369 10 YEARS $4,774

(3) If you do not surrender your contract:

1 YEAR $471 3 YEARS $1,417 5 YEARS $2,369 10 YEARS $4,774

MINIMUM EXPENSE EXAMPLES

(assuming minimum separate account annual expenses of 1.52%, no election of optional features and investment in an Underlying Fund with total expenses of 0.52%)

(1) If you surrender your contract at the end of the applicable time period:

1 YEAR $912 3 YEARS $1,155 5 YEARS $1,124 10 YEARS $2,421

(2) If you annuitize your contract at the end of the applicable time period:

1 YEAR $212 3 YEARS $655 5 YEARS $1,124 10 YEARS $2,421

(3) If you do not surrender your contract:

1 YEAR $212 3 YEARS $655 5 YEARS $1,124 10 YEARS $2,421

Explanation of Fee Tables and Examples

1. The purpose of the Fee Table and Expense Examples is to show you the various fees and expenses you would incur directly and indirectly by investing in this variable annuity contract. The Fee Table and Expense Examples represent both fees of the separate account as well as the maximum and minimum total annual Underlying Fund operating expenses. We converted the contract maintenance fee to a percentage (0.05%). The actual impact of the contract maintenance fee may diÅer from this percentage and may be waived for contract values over $50,000. Additional information on the Underlying Fund fees can be found in the Trust prospectuses.

2.

In addition to the stated assumptions, the Examples also assume that no transfer fees were imposed. Although premium taxes may apply in certain states, they are not reÖected in the Expense Examples. If you elected other optional features, your expenses would be lower than those shown in these Expense Examples. The optional living beneÑt fees are not calculated as a percentage of your daily net asset value but on other calculations more fully described in the prospectus. These Expense Examples assume that the BeneÑt Base, which is used to calculate the fee, equals contract value and that no withdrawals are taken during the stated period.

3.

These examples should not be considered a representation of past or future expenses. Actual expenses may be greater or lesser than those shown.

CONDENSED FINANCIAL INFORMATION APPEARS IN THE CONDENSED FINANCIAL INFORMATION APPENDIX OF THIS PROSPECTUS. 5

THE POLARIS CHOICEII VARIABLE ANNUITY

When you purchase a variable annuity, a contract exists between you and an insurance company. You are the owner of the contract. The contract provides three main beneÑts: , Tax Deferral: This means that you do not pay taxes on your earnings from the contract until you withdraw them. , Death BeneÑt: If you die during the Accumulation Phase, the insurance company pays a death beneÑt to your BeneÑciary. , Guaranteed Income: If elected, you receive a stream of income for your lifetime, or another available period you select. Tax-qualiÑed retirement plans (e.g., IRAs, 401(k) or 403(b) plans) defer payment of taxes on earnings until withdrawal. If you are considering funding a tax-qualiÑed retirement plan with an annuity, you should know that an annuity does not provide any additional tax deferral treatment of earnings beyond the treatment provided by the tax-qualiÑed retirement plan itself. However, annuities do provide other features and beneÑts, which may be valuable to you. You should fully discuss this decision with your Ñnancial representative. This variable annuity was developed to help you contribute to your retirement savings. This variable annuity works in two stages: the Accumulation Phase and the Income Phase. Your contract is in the Accumulation Phase during the period when you make payments into the contract. The Income Phase begins after the speciÑed waiting period when you start taking income payments. The contract is called a ""variable'' annuity because it allows you to invest in Variable Portfolios which, like mutual funds, have diÅerent investment objectives and performance. You can gain or lose money if you invest in these Variable Portfolios. The amount of money you accumulate in your contract depends on the performance of the Variable Portfolios in which you invest. Fixed Accounts, if available, earn interest at a rate set and guaranteed by the Company. If you allocate money to a Fixed Account, the amount of money that accumulates in the contract depends on the total interest credited to the particular Fixed Account in which you invest. For more information on investment options available under this contract, see INVESTMENT OPTIONS below. This annuity is designed to assist in contributing to retirement savings of investors whose personal circumstances allow for a long-term investment time horizon. As a function of the Internal Revenue Code (""IRC''), you may be assessed a 10% federal tax penalty on any withdrawal made prior to your reaching age 591/2. Additionally, you will be charged a withdrawal charge on each Purchase Payment withdrawn prior to the end of the applicable withdrawal charge period, 6

see FEE TABLES above. Because of these potential penalties, you should fully discuss all of the beneÑts and risks of this contract with your Ñnancial representative prior to purchase.

PURCHASING A POLARIS CHOICEII VARIABLE ANNUITY

An initial Purchase Payment is the money you give us to buy a contract. Any additional money you give us to invest in the contract after purchase is a subsequent Purchase Payment. The following chart shows the minimum initial and subsequent Purchase Payments permitted under your contract. These amounts depend upon whether a contract is QualiÑed or Non-qualiÑed for tax purposes. For further explanation, see TAXES below.

Minimum Initial Purchase Payment Minimum Subsequent Purchase Payment

QualiÑed Non-QualiÑed

$2,000 $10,000

$250 $500

Once you have contributed at least the minimum initial Purchase Payment, you can establish an automatic payment plan that allows you to make subsequent Purchase Payments of as little as $100. We reserve the right to refuse any Purchase Payment. Furthermore, we reserve the right to require Company approval prior to accepting Purchase Payments greater than $1,000,000. For contracts owned by a non-natural owner, we reserve the right to require prior Company approval to accept Purchase Payments greater than $250,000. We reserve the right to change the amount at which pre-approval is required at any time. Subsequent Purchase Payments that would cause total Purchase Payments in all contracts issued by the Company or its aÇliate, First SunAmerica Life Insurance Company, to the same owner and/or Annuitant to exceed these limits may also be subject to Company pre-approval. For any contracts that meet or exceed these dollar amount limitations, we further reserve the right to limit the death beneÑt amount payable in excess of contract value at the time we receive all required paperwork and satisfactory proof of death. Any limit on the maximum death beneÑt payable would be mutually agreed upon by you and the Company prior to purchasing the contract. We may not issue a contract to anyone age 86 or older on the contract issue date. We may not accept subsequent Purchase Payments from contract owners age 86 or older. In general, we will not issue a QualiÑed contract to anyone who is age 701/2 or older, unless it is shown that the minimum distribution required by the IRS is being made. If we learn of a misstatement of age, we reserve the right to fully pursue our remedies including termination of the contract and/or revocation of any age-driven beneÑts.

We allow this contract to be jointly owned. We may require that the joint owners be spouses. However, the age of the older spouse is used to determine the availability of most age driven beneÑts. The addition of a joint owner after the contract has been issued is contingent upon prior review and approval by the Company. You may assign this contract before beginning the Income Phase by sending us a written request for an assignment. Your rights and those of any other person with rights under this contract will be subject to the assignment. We reserve the right to not recognize assignments if it changes the risk proÑle of the owner of the contract, as determined in our sole discretion. Please see the Statement of Additional Information for details on the tax consequences of an assignment.

Subsequent Purchase Payments can only be accepted by the Company at the following address: AIG SunAmerica Life Assurance Company P.O. Box 100330 Pasadena, CA 91189-0330 Purchase payments sent to the Service Center will be forwarded to the address above. Overnight deliveries of Purchase Payments can only be accepted at the following address: Bank One National Processing Center Lock Box 100330 Building #6, Suite 120 2710 Media Center Drive Los Angeles, CA 90065 Delivery of Subsequent Purchase Payments to any other address will result in a delay in crediting your contract.

ALLOCATION OF PURCHASE PAYMENTS

In order to issue your contract, we must receive your initial Purchase Payment and all required paperwork in ""good order,'' including Purchase Payment allocation instructions at our Annuity Service Center. We will accept initial and subsequent Purchase Payments by electronic transmission from certain broker-dealer Ñrms. In connection with arrangements we have to transact business electronically, we may have agreements in place whereby your broker-dealer may be deemed our agent for receipt of your Purchase Payments. An initial Purchase Payment will be priced within two business days after it is received by us in good order if the Purchase Payment is received before Market Close. If the initial Purchase Payment is received after Market Close, the initial Purchase Payment will be priced within two business days after the next business day. We allocate your initial Purchase Payments as of the date such Purchase Payments are priced. If we do not have complete information necessary to issue your contract, we will contact you. If we do not have the information necessary to issue your contract within 5 business days, we will send your money back to you, or ask your permission to keep your money until we get the information necessary to issue the contract. Any subsequent Purchase Payment will be priced as of the day it is received by us in good order if the request is received before Market Close. If the subsequent Purchase Payment is received after Market Close, it will be priced as of the next business day. We invest your subsequent Purchase Payments in the Variable Portfolios and Fixed Accounts according to any allocation instructions that accompany the subsequent Purchase Payment. If we receive a Purchase Payment without allocation instructions, we will invest the money according to your allocation instructions on Ñle. See INVESTMENT OPTIONS below.

ACCUMULATION UNITS

When you allocate a Purchase Payment to the Variable Portfolios, we credit your contract with Accumulation Units of the Separate Account. We base the number of Accumulation Units you receive on the unit value of the Variable Portfolio as of the day we receive your money if we receive it before Market Close, or on the next business day's unit value if we receive your money after Market Close. The value of an Accumulation Unit goes up and down based on the performance of the Variable Portfolios. We calculate the value of an Accumulation Unit each day that the NYSE is open as follows: 1. We determine the total value of money invested in a particular Variable Portfolio; 2. We subtract from that amount all applicable contract charges; and 3. We divide this amount by the number of outstanding Accumulation Units. We determine the number of Accumulation Units credited to your contract by dividing the Purchase Payment by the Accumulation Unit value for the speciÑc Variable Portfolio. Example: We receive a $25,000 Purchase Payment from you on Wednesday. You allocate the money to Variable Portfolio A. We determine that the value of an Accumulation Unit for Variable Portfolio A is $11.10 at Market Close on Wednesday. We then divide $25,000 by $11.10 and credit your contract on Wednesday night with 2,252.2523 Accumulation Units for Variable Portfolio A.

7

FREE LOOK

You may cancel your contract within ten days after receiving it (or longer if required by state law). We call this a ""free look.'' To cancel, you must mail the contract along with your free look request to our Annuity Service Center at P.O. Box 54299, Los Angeles, California 90054-0299. If you decide to cancel your contract during the free look period, generally we will refund to you the value of your contract on the day we receive your request. Certain states require us to return your Purchase Payments upon a free look request. Additionally, all contracts issued as an IRA require the full return of Purchase Payments upon a free look. If your contract was issued in a state requiring return of Purchase Payments or as an IRA, and you cancel your contract during the free look period, we return the greater of (1) your Purchase Payments; or (2) the value of your contract. With respect to those contracts, we reserve the right to invest your money in the Cash Management Variable Portfolio during the free look period. If we place your money in the Cash Management Variable Portfolio during the free look period, we will allocate your money according to your instructions at the end of the applicable free look period. Exchange Offers From time to time, we allow you to exchange an older variable annuity issued by the Company or one of its aÇliates, for a newer product with more features and beneÑts issued by the Company or one of its aÇliates. Such an exchange oÅer will be made in accordance with applicable state and federal securities laws and insurance rules and regulations. We will provide the speciÑc terms and conditions of any such exchange oÅer at the time the oÅer is made.

Anchor Series Trust ­ Class 3

AIG SunAmerica Asset Management Corp. (""AIG SAAMCo''), an indirect wholly-owned subsidiary of AIG, is the investment adviser and Wellington Management Company, LLP is the subadviser to Anchor Series Trust (""AST'').

SunAmerica Series Trust ­ Class 3

AIG SAAMCo is the investment adviser and various managers are the subadvisers to SunAmerica Series Trust (""SAST'').

American Funds Insurance Series ­ Class 2

Capital Research and Management Company is the investment adviser to American Funds Insurance Series (""AFIS'').

Lord Abbett Series Fund, Inc. ­ Class VC

Lord, Abbett & Co. LLC is the investment adviser to Lord Abbett Series Fund, Inc. (""LASF'').

Columbia Funds Variable Insurance Trust I

Columbia Management Advisers, LLC is the investment adviser and various managers are the subadvisers to Columbia Funds Variable Insurance Trust I (""CFT I''). Columbia Funds Variable Insurance Trust was previously known as Nations Separate Account Trust.

Van Kampen Life Investment Trust ­ Class II

Van Kampen Asset Management is the investment adviser to Van Kampen Life Investment Trust (""VKT''). STOCKS: Managed by AIG SunAmerica Asset Management Corp. , Aggressive Growth Portfolio SAST , Blue Chip Growth Portfolio SAST , ""Dogs'' of Wall Street Portfolio* SAST Managed by AllianceBernstein L.P. , Alliance Growth Portfolio SAST , Growth & Income Portfolio SAST , Small & Mid Cap Value Portfolio SAST Managed by Capital Research and Management Company , American Funds Global Growth Portfolio AFIS , American Funds Growth Portfolio AFIS , American Funds Growth-Income Portfolio AFIS Managed by Davis Selected Advisers, L.P. d/b/a Davis Advisers , Davis Venture Value Portfolio SAST , Real Estate Portfolio SAST Managed by Federated Equity Management Company , Federated American Leaders Portfolio* SAST

INVESTMENT OPTIONS VARIABLE PORTFOLIOS

The Variable Portfolios invest in the Underlying Funds of the Trusts. Additional Variable Portfolios may be available in the future. The Variable Portfolios are only available through the purchase of certain insurance contracts. The Trusts serve as the underlying investment vehicles for other variable annuity contracts issued by the Company and other aÇliated and unaÇliated insurance companies. Neither the Company nor the Trusts believe that oÅering shares of the Trusts in this manner disadvantages you. The Trusts are monitored for potential conÖicts. The Trusts may have other Underlying Funds, in addition to those listed here, that are not available for investment under this contract. The Variable Portfolios along with their respective advisers are listed below:

8

Managed by Franklin Advisory Services, LLC , Small Company Value Portfolio SAST Managed by Goldman Sachs Asset Management, L.P. , Goldman Sachs Research Portfolio SAST Managed by J.P. Morgan Investment Management Inc. , Global Equities Portfolio SAST Managed by Lord, Abbett & Co. LLC , Lord Abbett Growth and Income Portfolio LASF Managed by Marsico Capital Management, LLC , Columbia Marsico Focused Equities Variable Series Portfolio CFT I Managed by Massachusetts Financial Services Company , MFS Massachusetts Investors Trust Portfolio* SAST , MFS Mid-Cap Growth Portfolio SAST Managed by Morgan Stanley Investment Management Inc.** , Growth Opportunities Portfolio SAST , International DiversiÑed Equities Portfolio SAST , Technology Portfolio SAST Managed by Putnam Investment Management, LLC , Emerging Markets Portfolio SAST , International Growth & Income Portfolio SAST , Putnam Growth: Voyager Portfolio SAST Managed by Templeton Investment Counsel, LLC , Foreign Value Portfolio SAST Managed by Van Kampen Asset Management , Van Kampen LIT Comstock Portfolio, Class II Shares* VKT , Van Kampen LIT Emerging Growth Portfolio, Class II Shares VKT , Van Kampen LIT Growth and Income Portfolio, Class II Shares VKT Managed by Wellington Management Company, LLP , Capital Appreciation Portfolio AST , Growth Portfolio AST , Natural Resources Portfolio AST BALANCED: Managed by J.P. Morgan Investment Management Inc. , SunAmerica Balanced Portfolio SAST Managed by Massachusetts Financial Services Company , MFS Total Return Portfolio SAST Managed by WM Advisors, Inc. , Asset Allocation Portfolio AST BONDS: Managed by AIG SunAmerica Asset Management Corp. , High-Yield Bond Portfolio SAST Managed by Federated Investment Management Company , Corporate Bond Portfolio SAST Managed by Goldman Sachs Asset Management International , Global Bond Portfolio SAST

Managed by MacKay Shields LLC , Columbia High Yield Variable Series Portfolio CFT I Managed by Wellington Management Company, LLP , Government and Quality Bond Portfolio AST CASH: Managed by Columbia Management Advisers, LLC , Cash Management Portfolio SAST * ""Dogs of Wall Street'' Portfolio is an equity fund seeking total return; Federated American Leaders Portfolio is an equity fund seeking growth of capital and income; MFS Massachusetts Investors Trust Portfolio is an equity fund seeking reasonable current income, long-term capital growth and conservation of capital and Van Kampen LIT Comstock Portfolio is an equity fund, seeking capital growth and income. ** Morgan Stanley Investment Management Inc. does business in certain instances using the name Van Kampen. You should read the accompanying prospectuses for the Trusts carefully. These prospectuses contain detailed information about the Variable Portfolios, including each Variable Portfolio's investment objective and risk factors.

FIXED ACCOUNTS

Your contract may oÅer Fixed Accounts for varying guarantee periods. A Fixed Account may be available for diÅering lengths of time (such as 1, 3, or 5 years). Each guarantee period may have diÅerent guaranteed interest rates. We guarantee that the interest rate credited to amounts allocated to any Fixed Account guarantee periods will never be less than the minimum guaranteed interest rate speciÑed in your contract. Once the rate is established, it will not change for the duration of the guarantee period. We determine which, if any, guarantee periods will be oÅered at any time in our sole discretion, unless state law requires us to do otherwise. Please check with your Ñnancial representative regarding the availability of Fixed Accounts. There are three categories of interest rates for money allocated to the Fixed Accounts. The applicable rate is guaranteed until the corresponding guarantee period expires. With each category of interest rate, your money may be credited a diÅerent rate as follows: , Initial Rate: The rate credited to any portion of the initial Purchase Payment allocated to a Fixed Account. , Current Rate: The rate credited to any portion of a subsequent Purchase Payment allocated to a Fixed Account. , Renewal Rate: The rate credited to money transferred from a Fixed Account or a Variable Portfolio into a Fixed Account and to money remaining in a Fixed Account after expiration of a guarantee period. 9

When a guarantee period ends, you may leave your money in the same Fixed Account or you may reallocate your money to another Fixed Account or to the Variable Portfolios. If you do not want to leave your money in the same Fixed Account, you must contact us within 30 days after the end of the guarantee period and provide us with new allocation instructions. We do not contact you. If you do not contact us, your money will remain in the same Fixed Account where it will earn interest at the renewal rate then in eÅect for that Fixed Account. If available, you may systematically transfer interest earned in available Fixed Accounts into any of the Variable Portfolios on certain periodic schedules oÅered by us. Systematic transfers may be started, changed or terminated at any time by contacting our Annuity Service Center. Check with your Ñnancial representative about the current availability of this service. All Fixed Accounts may not be available in your state. At any time we are crediting the minimum guaranteed interest rate speciÑed in your contract, we reserve the right to restrict your ability to make transfers and Purchase Payments into the Fixed Accounts. If your contract oÅered Fixed Accounts subject to a market value adjustment, please see the Market Value Adjustment (""MVA'') Appendix in this prospectus for additional information.

DOLLAR COST AVERAGING PROGRAM

The DCA program allows you to invest gradually in the Variable Portfolios at no additional cost. Under the program, you systematically transfer a speciÑed dollar amount or percentage of contract value from a Variable Portfolio, Fixed Account or DCA Fixed Account (""source account'') to any other Variable Portfolio (""target account''). Transfers may occur on a monthly periodic schedule. The minimum transfer amount under the DCA program is $100 per transaction, regardless of the source account. Fixed Accounts are not available as target accounts for the DCA program. Transfers resulting from your participation in the DCA program are not counted towards the number of free transfers per contract year. If available, you may systematically transfer interest earned in available Fixed Accounts into any of the Variable Portfolios on certain periodic schedules oÅered by us. You may change or terminate these systematic transfers by contacting our Annuity Service Center. Check with your Ñnancial representative about the current availability of this service. We may also oÅer DCA Fixed Accounts as source accounts exclusively to facilitate the DCA program for a speciÑed time period. The DCA Fixed Account only accepts initial or subsequent Purchase Payments. You may not make a transfer from a Variable Portfolio or Fixed Account into a DCA Fixed Account. You may terminate the DCA program at any time. If you terminate the DCA program and money remains in the DCA Fixed Accounts, we transfer the remaining money according to your current allocation instructions on Ñle. The DCA program is designed to lessen the impact of market Öuctuations on your investment. However, the DCA program can neither guarantee a proÑt nor protect your investment against a loss. When you elect the DCA program, you are continuously investing in securities Öuctuating at diÅerent price levels. You should consider your tolerance for investing through periods of Öuctuating price levels. Example of DCA Program: Assume that you want to move $750 each quarter from one Variable Portfolio to another Variable Portfolio over six months. You set up a DCA program and purchase Accumulation Units at the following values:

Month Accumulation Unit Units Purchased

DOLLAR COST AVERAGING FIXED ACCOUNTS

You may invest initial and/or subsequent Purchase Payments in the dollar cost averaging (""DCA'') Fixed Accounts, if available. The minimum Purchase Payment that you must invest for the 6-month DCA Fixed Account is $600 and for the 12-month DCA Fixed Account is $1,200. Purchase Payments less than these minimum amounts will automatically be allocated to the Variable Portfolios according to your instructions or your current allocation instruction on Ñle. DCA Fixed Accounts credit a Ñxed rate of interest and can only be elected to facilitate a DCA program. See DOLLAR COST AVERAGING PROGRAM below for more information. Interest is credited to amounts allocated to the DCA Fixed Accounts while your money is transferred to the Variable Portfolios over certain speciÑed time frames. The interest rates applicable to the DCA Fixed Accounts may diÅer from those applicable to any other Fixed Account but will never be less than the minimum guaranteed interest rate speciÑed in your contract. However, when using a DCA Fixed Account, the annual interest rate is paid on a declining balance as you systematically transfer your money to the Variable Portfolios. Therefore, the actual eÅective yield will be less than the stated annual crediting rate. We reserve the right to change the availability of DCA Fixed Accounts oÅered, unless state law requires us to do otherwise.

1 2 3 4 5 6

$ 7.50 $ 5.00 $10.00 $ 7.50 $ 5.00 $ 7.50

100 150 75 100 150 100

You paid an average price of only $6.67 per Accumulation Unit over six months, while the average market price actually was $7.08. By investing an equal 10

amount of money each month, you automatically buy more Accumulation Units when the market price is low and fewer Accumulation Units when the market price is high. This example is for illustrative purposes only. We reserve the right to modify, suspend or terminate the DCA program at any time.

Rebalancing the Models You can elect to have your investment in the Asset Allocation models rebalanced quarterly, semi-annually, or annually to maintain the target asset allocation among the Variable Portfolios of the model you selected. Only those Variable Portfolios within the Asset Allocation model you selected will be rebalanced. Investments in other Variable Portfolios not included in the model cannot be rebalanced if you wish to maintain your current model allocations. The models are not intended as ongoing advice about investing in the Variable Portfolios, and we do not provide investment advice regarding whether a model should be revised or whether it remains appropriate to invest in accordance with any particular model. Therefore, over time, the asset allocation model you select may no longer align with its original investment objective due to the eÅects of Variable Portfolio performance, changes in the Variable Portfolios, and the ever-changing investment markets. In addition, your investment needs may change. You should speak with your Ñnancial representative about how to keep your Variable Portfolio allocations in line with your investment goals. Important Information Using an Asset Allocation program does not guarantee greater or more consistent returns. Future market and asset class performance may diÅer from the historical performance upon which the Asset Allocation models may have been built. Also, allocation to a single asset class may outperform a model, so that you could have been better oÅ investing in a single asset class than in an Asset Allocation model. However, such a strategy may involve a greater degree of risk because of the concentration of similar securities in a single asset class. Further, there can be no assurance that any Variable Portfolio chosen for a particular model will perform well or that its performance will closely reÖect that of the asset class it is designed to represent. The Asset Allocation models represent suggested allocations that are provided to you as general guidance. You should work with your Ñnancial representative in determining if one of the models meets your Ñnancial needs, investment time horizon, and is consistent with your risk tolerance level. Information concerning the speciÑc Asset Allocation models can only be obtained from your Ñnancial representative. We reserve the right to modify, suspend or terminate the Asset Allocation program at any time.

ASSET ALLOCATION PROGRAM

Program Description The Asset Allocation program may be oÅered to you at no additional cost to assist in diversifying your investment across various asset classes. The Asset Allocation program allows you to choose from one of the several Asset Allocation models designed to assist in meeting your stated investment goals. Each Asset Allocation model is comprised of a carefully selected combination of Variable Portfolios representing various asset classes. The Asset Allocation models allocate amongst the various asset classes to attempt to match stated investment time horizon and risk tolerance. Please contact your Ñnancial representative about investment in an Asset Allocation model. Enrolling in the Asset Allocation Program You may enroll in an Asset Allocation model by selecting the Asset Allocation model on the contract application form. You and your Ñnancial representative should determine the model most appropriate for you based on your Ñnancial needs, risk tolerance and investment time horizon. You may request to discontinue the use of a model by providing a written reallocation request, calling our Annuity Service Center or logging onto our website. You may also choose to invest gradually into an Asset Allocation model through the DCA program. See the DOLLAR COST AVERAGING PROGRAM above. You may only invest in one model at a time. You may also invest in Variable Portfolios outside your selected Asset Allocation model. However, an investment or transfer into or out of one of the Variable Portfolios that are included in your Asset Allocation model outside the speciÑcations in the Asset Allocation model will eÅectively terminate your participation in the program. Withdrawals You may request withdrawals, as permitted by your contract, which will be taken proportionately from each of the allocations in the selected Asset Allocation model unless otherwise indicated in your withdrawal instructions. If you choose to make a non-proportional withdrawal from the Variable Portfolios in the Asset Allocation model, your investment may no longer be consistent with the Asset Allocation model's intended objectives. Withdrawals may be subject to a withdrawal charge. Withdrawals may also be taxable and a 10% IRS penalty may apply if you are under age 591/2. 11

TRANSFERS DURING THE ACCUMULATION PHASE

Subject to our rules, restrictions and policies, during the Accumulation Phase you may transfer funds between the Variable Portfolios and/or any Fixed Accounts by telephone or through the Company's website (http://www.aigsunamerica.com) or in writing by mail or facsimile. All transfer instructions submitted via facsimile must be sent to (818) 615-1543, otherwise they will not be

considered received by us. We may accept transfers by telephone or the Internet unless you tell us not to on your contract application. When receiving instructions over the telephone or the Internet, we adopted procedures to provide reasonable assurance that the transactions executed are genuine. Thus, we are not responsible for any claim, loss or expense from any error resulting from instructions received over the telephone or the Internet. If we fail to follow our procedures, we may be liable for any losses due to unauthorized or fraudulent instructions. Any transfer request will be priced as of the day it is received by us in good order if the request is received before Market Close. If the transfer request is received after Market Close, the request will be priced as of the next business day. Funds already in your contract cannot be transferred into the DCA Fixed Accounts. You must transfer at least $100 per transfer. If less than $100 remains in any Variable Portfolio after a transfer, that amount must be transferred as well. Transfer Policies We do not want to issue this variable annuity contract to contract owners engaged in trading strategies that seek to beneÑt from short-term price Öuctuations or price ineÇciencies in the Variable Portfolios of this product (""Short-Term Trading'') and we discourage Short-Term Trading as more fully described below. However, we cannot always anticipate if a potential contract owner intends to engage in Short-Term Trading. Short-Term Trading may create risks that may result in adverse eÅects on investment return of an Underlying Fund. Such risks may include, but are not limited to: (1) interference with the management and planned investment strategies of an Underlying Fund and/or (2) increased brokerage and administrative costs due to forced and unplanned fund turnover; both of which may dilute the value of the shares in the Underlying Fund and reduce value for all investors in the Variable Portfolio. In addition to negatively impacting the contract owner, a reduction in contract value may also be harmful to annuitants and/or beneÑciaries. We have adopted the following administrative procedures to discourage Short-Term Trading. We charge for transfers in excess of 15 in any contract year. Currently, the fee is $25 for each transfer exceeding this limit. Transfers resulting from your participation in the DCA or Asset Rebalancing programs are not counted towards the number of free transfers per contract year. In addition to charging a fee when you exceed 15 transfers as described in the preceding paragraph, all transfer requests in excess of 5 transfers within a rolling six-month look-back period must be submitted by United States Postal Service Ñrst-class mail (""U.S. Mail'') for twelve months from the date of your 5th transfer request (""Standard U.S. Mail Policy''). For example, if you made a transfer on

February 15, 2004 and within the previous six months (from August 15, 2003 forward) you made 5 transfers including the February 15th transfer, then all transfers made for twelve months after February 15, 2004 must be submitted by U.S. Mail (from February 16, 2004 through February 15, 2005). We will not accept transfer requests sent by any other medium except U.S. Mail during this 12-month period. Transfer requests required to be submitted by U.S. Mail can only be cancelled by a written request sent by U.S. Mail with the appropriate paperwork received prior to the execution of the transfer. All transfers made on the same day prior to Market Close are considered one transfer request. Transfers resulting from your participation in the DCA or Asset Rebalancing programs are not included for the purposes of determining the number of transfers before applying the Standard U.S. Mail Policy. We apply the Standard U.S. Mail Policy uniformly and consistently to all contract owners except for omnibus group contracts as described below. We believe that the Standard U.S. Mail Policy is a suÇcient deterrent to Short-Term Trading and we do not conduct any additional routine monitoring. However, we may become aware of transfer patterns among the Variable Portfolios and/or Fixed Accounts which reÖect what we consider to be Short-Term Trading or otherwise detrimental to the Variable Portfolios but have not yet triggered the limitations of the Standard U.S. Mail Policy described above. If such transfer activity cannot be controlled by the Standard U.S. Mail Policy, we may require you to adhere to our Standard U.S. Mail Policy prior to reaching the speciÑed number of transfers (""Accelerated U.S. Mail Policy''). To the extent we become aware of Short-Term Trading activities which cannot be reasonably controlled by the Standard U.S. Mail Policy or the Accelerated U.S. Mail Policy, we reserve the right to evaluate, in our sole discretion, whether to impose further limits on the number and frequency of transfers you can make, impose minimum holding periods and/or reject any transfer request or terminate your transfer privileges. We will notify you in writing if your transfer privileges are terminated. In addition, we reserve the right not to accept transfers from a third party and not to accept preauthorized transfer forms. Some of the factors we may consider when determining whether to accelerate the Standard U.S. Mail Policy, reject or impose other conditions on transfer privileges include: (1) the number of transfers made in a deÑned period; (2) the dollar amount of the transfer; (3) the total assets of the Variable Portfolio involved in the transfer and/or transfer requests that represent a signiÑcant portion of the total assets of the Variable Portfolio; (4) the investment objectives and/or asset classes of the particular Variable Portfolio involved in your transfers;

12

(5) whether the transfer appears to be part of a pattern of transfers to take advantage of short-term market Öuctuations or market ineÇciencies; and/or (6) other activity, as determined by us, that creates an appearance, real or perceived, of Short-Term Trading. Notwithstanding the administrative procedures above, there are limitations on the eÅectiveness of these procedures. Our ability to detect and/or deter Short-Term Trading is limited by operational systems and technological limitations. We cannot guarantee that we will detect and/or deter all ShortTerm Trading. To the extent that we are unable to detect and/or deter Short-Term Trading, the Variable Portfolios may be negatively impacted as described above. Additionally, the Variable Portfolios may be harmed by transfer activity related to other insurance companies and/or retirement plans or other investors that invest in shares of the Underlying Fund. You should be aware that the design of our administrative procedures involves inherently subjective decisions which we attempt to make in a fair and reasonable manner consistent with the interests of all owners of this contract. We do not enter into agreements with contract owners whereby we permit or intentionally disregard ShortTerm Trading. The Standard and Accelerated U.S. Mail Policies are applied uniformly and consistently to contract owners utilizing third party trading services/strategies performing asset allocation services for a number of contract owners at the same time. You should be aware that such third party trading services may engage in transfer activities that can also be detrimental to the Variable Portfolios. These transfer activities may not be intended to take advantage of short-term price Öuctuations or price ineÇciencies. However, such activities can create the same or similar risks to Short-Term Trading and negatively impact the Variable Portfolios as described above. Omnibus group contracts may invest in the same Underlying Funds available in your contract but on an aggregate, not individual basis. Thus, we have limited ability to detect ShortTerm Trading in omnibus group contracts and the Standard U.S. Mail Policy does not apply to these contracts. Our inability to detect Short-Term Trading may negatively impact the Variable Portfolios as described above. We reserve the right to modify the policies and procedures described in this section at any time. To the extent that we exercise this reservation of rights, we will do so uniformly and consistently unless we disclose otherwise. For information regarding transfers during the Income Phase, see INCOME OPTIONS below.

program, your investments in the Variable Portfolios are periodically rebalanced to return your allocations to the percentages given at your last instruction for no additional charge. Automatic Asset Rebalancing typically involves shifting a portion of your money out of a Variable Portfolio with a higher return into a Variable Portfolio with a lower return. At your request, rebalancing occurs on a quarterly, semiannual or annual basis. Transfers resulting from your participation in this program are not counted against the number of free transfers per contract year. If you are invested in an Asset Allocation model, please refer to the Asset Allocation Program section of the prospectus for more information. Example of Automatic Asset Rebalancing Program: Assume that you want your initial Purchase Payment split between two Variable Portfolios. You want 50% in a bond Variable Portfolio and 50% in a stock Variable Portfolio. Over the next calendar quarter, the bond market does very well while the stock market performs poorly. At the end of the calendar quarter, the bond Variable Portfolio now represents 60% of your holdings because it has increased in value and the growth Variable Portfolio represents 40% of your holdings. If you chose quarterly rebalancing, on the last day of that quarter, we would sell some of your Accumulation Units in the bond Variable Portfolio to bring its holdings back to 50% and use the money to buy more Accumulation Units in the stock Variable Portfolio to increase those holdings to 50%. We reserve the right to modify, suspend or terminate the Automatic Asset Rebalancing program at any time.

RETURN PLUS PROGRAM

The Return Plus program, available only if we are oÅering multi-year Fixed Accounts, allows you to invest in one or more Variable Portfolios without directly putting your Purchase Payment at risk. The program, available for no additional charge, accomplishes this by allocating your investment strategically between the Fixed Accounts and Variable Portfolios. You decide how much you want to invest and approximately when you want a return of Purchase Payments. We calculate how much of your Purchase Payment to allocate to the particular Fixed Account to ensure that it grows to an amount equal to your total Purchase Payment invested under this program. We invest the rest of your Purchase Payment in the Variable Portfolio(s) according to your allocation instructions. Example of Return Plus Program: Assume that you want to allocate a portion of your initial Purchase Payment of $100,000 to a multi-year Fixed Account. You want the amount allocated to the multiyear Fixed Account to grow to $100,000 in 7 years. If the 7-year Fixed Account is oÅering a 5% interest rate, 13

AUTOMATIC ASSET REBALANCING PROGRAM

Market Öuctuations may cause the percentage of your investment in the Variable Portfolios to diÅer from your original allocations. Under the Automatic Asset Rebalancing

Return Plus will allocate $71,069 to the 7-year Fixed Account to ensure that this amount will grow to $100,000 at the end of the 7-year period. The remaining $28,931 may be allocated among the Variable Portfolios according to your allocation instructions. We reserve the right to modify, suspend or terminate the Return Plus program at any time.

are still applicable, any previous free withdrawals would be subject to a withdrawal charge. Purchase Payments in excess of your free withdrawal amount, that are withdrawn prior to the end of the withdrawal schedule, will result in payment of a withdrawal charge. The amount of the withdrawal charge and how it applies are discussed more fully in EXPENSES below. You should consider, before purchasing this contract, the eÅect this withdrawal charge will have on your investment if you need to withdraw more money than the free withdrawal amount. You should fully discuss this decision with your Ñnancial representative. To determine your free withdrawal amount and your withdrawal charge, we refer to two special terms: ""penaltyfree earnings'' and the ""total invested amount.'' The penalty-free earnings amount is your contract value less your total invested amount. The total invested amount is the total of all Purchase Payments less portions of prior withdrawals that reduce your total invested amount as follows: , Free withdrawals in any year that were in excess of your penalty-free earnings and were based on the portion of the total invested amount that was no longer subject to withdrawal charges at the time of the withdrawal; and , Any prior withdrawals (including withdrawal charges applicable to those withdrawals) of the total invested amount on which you already paid a withdrawal charge. When you make a withdrawal, we deduct it from penalty-free earnings Ñrst, then from the total invested amount on a Ñrst-in, Ñrst-out basis. This means that you can also access your Purchase Payments, which are no longer subject to a withdrawal charge before those Purchase Payments, which are still subject to the withdrawal charge. During the Ñrst year after we issue your contract, your free withdrawal amount is the greater of: (1) your penalty-free earnings; or (2) if you are participating in the Systematic Withdrawal program, a total of 10% of your total invested amount. After the Ñrst contract year, you can withdraw the greater of the following amounts each year: (1) your penalty-free earnings and any portion of your total invested amount no longer subject to a withdrawal charge; or (2) 10% of the portion of your total invested amount that has been in your contract for at least one year. We calculate withdrawal charges due on a total withdrawal on the day after we receive your request and your contract.

VOTING RIGHTS

The Company is the legal owner of the Trusts' shares. However, when an Underlying Fund solicits proxies in conjunction with a shareholder vote, we must obtain your instructions on how to vote those shares. We vote all of the shares we own in proportion to your instructions. This includes any shares we own on our own behalf. Should we determine that we are no longer required to comply with these rules, we will vote the shares in our own right.

SUBSTITUTION, ADDITION OR DELETION OF VARIABLE PORTFOLIOS

We may, subject to any applicable law, make certain changes to the Variable Portfolios oÅered in your contract. We may oÅer new Variable Portfolios or stop oÅering existing Variable Portfolios. New Variable Portfolios may be made available to existing contract owners and Variable Portfolios may be closed to new or subsequent Purchase Payments, transfers or allocations. In addition, we may also liquidate the shares of any Variable Portfolio, substitute the shares of one Underlying Fund held by a Variable Portfolio for another and/or merge Variable Portfolio or cooperate in a merger of Underlying Funds. To the extent required by the Investment Company Act of 1940, we may be required to obtain SEC approval or your approval.

ACCESS TO YOUR MONEY

You can access money in your contract by making a partial withdrawal and/or by receiving income payments during the Income Phase. See INCOME OPTIONS below. Any request for withdrawal will be priced as of the day it is received by us in good order if the request is received before Market Close. If the request for withdrawal is received after Market Close, the request will be priced as of the next business day. Generally, we deduct a withdrawal charge applicable to any partial or total withdrawal before the end of the withdrawal charge period. If you made a total withdrawal, we also deduct premium taxes, if applicable, and a contract maintenance fee. See EXPENSES below. Your contract provides for a free withdrawal amount each year. A free withdrawal amount is the portion of your contract that we allow you to take out each year without being charged a withdrawal charge. However, upon a future total withdrawal of your contract, if withdrawal charges

14

We return your contract value less any applicable fees and charges. The withdrawal charge percentage is determined by the age of the Purchase Payment remaining in the contract at the time of the withdrawal. For the purpose of calculating the withdrawal charge, any prior free withdrawal is not subtracted from the total Purchase Payments still subject to withdrawal charges. For example, you make an initial Purchase Payment of $100,000. For purposes of this example we will assume a 0% growth rate over the life of the contract and no subsequent Purchase Payments. In contract year 2, you take out your maximum free withdrawal of $10,000. After that free withdrawal your contract value is $90,000. In the 3rd contract year, you request a total withdrawal of your contract. We will apply the following calculation: A¿(B x C)·D, where: A·Your contract value at the time of your request for withdrawal ($90,000) B·The amount of your Purchase Payments still subject to withdrawal charge ($100,000) C·The withdrawal charge percentage applicable to the age of each Purchase Payment (assuming 5% is the applicable percentage) ®B x C·$5,000© D·Your full contract value ($85,000) available for total withdrawal Under most circumstances, the partial withdrawal minimum is $1,000. We require that the value left in any Variable Portfolio or Fixed Accounts be at least $100, after the withdrawal and your total contract value must be at least $500. You must send a written withdrawal request. For withdrawals of $500,000 and more, you must submit a signature guarantee at the time of your request. Unless you provide us with diÅerent instructions, partial withdrawals will be made pro rata from each Variable Portfolio and the Fixed Account in which your contract is invested. In the event that a pro rata partial withdrawal would cause the value of any Variable Portfolio or Fixed Account investment to be less than $100, we will contact you to obtain alternate instructions on how to structure the withdrawal. Withdrawals made prior to age 591/2 may result in a 10% IRS penalty tax. See TAXES below. Under certain QualiÑed plans, access to the money in your contract may be restricted. We may be required to suspend or postpone the payment of a withdrawal for any period of time when: (1) the NYSE is closed (other than a customary weekend and holiday closings); (2) trading with the NYSE is restricted; (3) an emergency exists such that disposal of or determination of the value of shares of the Variable Portfolios is not reasonably practicable; (4) the SEC, by order, so permits for the protection of contract owners. Additionally, we reserve the right to defer payments for a withdrawal from a Fixed Account for up to six months.

SYSTEMATIC WITHDRAWAL PROGRAM

During the Accumulation Phase, you may elect to receive periodic income payments under the Systematic Withdrawal program for no additional charge. Under the program, you may choose to take monthly, quarterly, semi-annual or annual payments from your contract. Electronic transfer of these withdrawals to your bank account is also available. The minimum amount of each withdrawal is $100. There must be at least $500 remaining in your contract at all times. Withdrawals may be taxable and a 10% federal penalty tax may apply if you are under age 591/2. A withdrawal charge may apply. The program is not available to everyone. Please check with our Annuity Service Center which can provide the necessary enrollment forms. We reserve the right to modify, suspend or terminate the Systematic Withdrawal program at any time.

MINIMUM CONTRACT VALUE

Where permitted by state law, we may terminate your contract if both of the following occur: (1) your contract is less than $500 as a result of withdrawals; and (2) you have not made any Purchase Payments during the past three years. We will provide you with sixty days written notice that your contract is being terminated. At the end of the notice period, we will distribute the contract's remaining value to you.

OPTIONAL LIVING BENEFITS

You may elect one of the Optional Living BeneÑts described below. These features are designed to protect a portion of your investment in the event your contract value declines due to unfavorable investment performance during the Accumulation Phase and before a death beneÑt is payable. Please see the descriptions below for detailed information.

MARKETLOCK

What is MarketLock? MarketLock is an optional feature designed to help you create a guaranteed income stream for a speciÑed period of time that may last as long as you live even if the entire value of your contract has been reduced to zero (the ""BeneÑt''). Thus, MarketLock may oÅer protection in the event your contract value declines due to unfavorable investment performance, certain withdrawal activity, a longer than expected life span or any combinations of these factors. Please note that this feature and/or its components that permit lifetime withdrawals may not be available in your state or through the broker-dealer with which your Ñnancial representative is aÇliated. Please check with your Ñnancial representative for availability and any additional restrictions.

15

MarketLock is designed to oÅer protection of an income stream in the event of a signiÑcant market downturn and/or longer than expected life span. The feature does guarantee a withdrawal of an income stream based on any Purchase Payments made after the second contract anniversary. The feature only guarantees lifetime withdrawals in the manner described below. You may never need to rely on MarketLock depending on your contract's market performance, your withdrawal activity and your longevity. Withdrawals under the features are treated like any other withdrawal for the purpose of calculating taxable income and reducing the contract value, free withdrawal amounts and all other beneÑts, features and conditions of your contract. Please see ACCESS TO YOUR MONEY section in the prospectus. Any withdrawals taken may be subject to a 10% IRS tax penalty if you are under age 591/2 at the time of the withdrawal. For information about how the feature is treated for income tax purposes, you should consult a qualiÑed tax advisor concerning your particular circumstances. If you set up required minimum distributions and have elected this feature, your distributions must be set up on the automated minimum distribution withdrawal program administered by our Annuity Service Center. In addition, if you have a qualiÑed contract, tax law and the terms of the plan may restrict withdrawal amounts. How and when can I elect MarketLock? You may only elect MarketLock at the time of contract issue and if you are age 75 or younger on the contract issue date. If the contract is jointly owned, the maximum issue age is based on the older owner. MarketLock cannot be elected if you elect any other optional living beneÑt. How does MarketLock work? MarketLock automatically locks-in the highest Anniversary Value during the Ñrst 10 years (or 20 years if you extend the MAV Evaluation Period, as discussed below) and guarantees annual withdrawals based on this amount over the period that the BeneÑt is in eÅect. Additionally, you may take withdrawals over the lifetime of the owner as more fully described below. For jointly owned contracts, the older owner is the life upon which the lifetime guarantee applies. Accordingly, if the older contract owner were to die Ñrst, the surviving younger spousal owner is not eligible for lifetime withdrawals, but may elect to continue the contract and receive any remaining withdrawals under the feature as described below. MarketLock is designed for individuals or spousal joint owners. Thus, if a contract is owned by nonspousal joint owners and either owner dies, the full contract value must be paid within 5 years of death, after which time the contract terminates; the surviving owner may not receive the beneÑt of MarketLock.

The BeneÑt's components and value may vary depending on when the Ñrst withdrawal is taken, the age of the older owner at the time of the Ñrst withdrawal and the amount that is withdrawn. Your withdrawal activity determines the time period over which you are eligible to receive withdrawals. You will automatically be eligible to receive lifetime withdrawals if you begin withdrawals on or after your 65th birthday and your withdrawals do not exceed the 5% Maximum Annual Withdrawal Percentage in any BeneÑt Year. You may begin taking withdrawals under the BeneÑt immediately following the contract issue date. See the MarketLock Summary Table below. The table below is a summary of the MarketLock feature and applicable components of the BeneÑt. ""BeneÑt Year Anniversary'' refers to each one-year period beginning on the contract issue date and ending on the day before the contract anniversary date. The term ""Extension'' refers to your ability to extend the MAV Evaluation Period beyond the Ñrst 10 years of your contract. Please see ""Can I extend the MAV Evaluation Period beyond 10 years?'' below. MarketLock Summary Table:

Maximum Annual Withdrawal Percentage* prior to any Extension 5% 7% 10% 10% 5% Initial Minimum Withdrawal Period prior to any Extension 20 years 14.28 years*** 10 years 10 years Life of the older contract owner Maximum Annual Withdrawal Percentage if Extension is Elected 5% 7% 7% 10% 5%

Time of First Withdrawal Before 5th BeneÑt Year anniversary On or after 5th BeneÑt Year anniversary On or after 10th BeneÑt Year anniversary On or after 20th BeneÑt Year anniversary On or after the older contract owner's 65th birthday**

*

If you are taking required minimum distributions (""RMD'') from the contract, and the portion of the RMD amount based on this contract only, is greater than the Maximum Annual Withdrawal Amount, that portion of the withdrawal will not be treated as an excess withdrawal. Any portion of an RMD withdrawal that is based on amounts greater than this contract alone will be considered an excess withdrawal. This will result in cancellation of the lifetime withdrawals and may further reduce your Maximum Annual Withdrawal Amount, MAV BeneÑt Base, and remaining Minimum Withdrawal Period. See ""How are the components for MarketLock Calculated?'' below. ** Lifetime withdrawals are available so long as your Ñrst withdrawal is taken on or after age 65 and withdrawals remain within the 5% Maximum Annual Withdrawal Percentage indicated above. If withdrawals exceed the 5% Maximum Annual Withdrawal Percentage in any BeneÑt Year (other than for RMD amounts for this

16

contract that are greater than the maximum annual withdrawal amount), lifetime withdrawals are no longer available. Instead, available withdrawals are automatically recalculated with respect to the Minimum Withdrawal Period and Maximum Annual Withdrawal Percentage listed in the table above, based on the time of Ñrst withdrawal and reduced for withdrawals already taken. *** The fractional year indicates that the Ñnal withdrawal may be taken at any time during the Ñnal year of the Minimum Withdrawal Period. In order to determine the BeneÑt's value, we calculate each of the components as described below. Further eÅects of withdrawals on the BeneÑt components are described below in ""What are the EÅects of Withdrawals on MarketLock?'' How are the components for MarketLock calculated? First, we determine the Eligible Purchase Payments, which include the amount of Purchase Payments received during the Ñrst two years after your contract issue date as adjusted for any withdrawals during that period. Any Purchase Payments we receive more than two years after your contract issue date are considered Ineligible Purchase Payments. The calculation of Eligible Purchase Payments does not include any spousal continuation contributions. (See the Spousal Continuation sections in the prospectus.) Eligible Purchase Payments are limited to $1 million without our prior approval. Second, we consider the Maximum Anniversary Value (""MAV'') Evaluation Period, which begins on your contract issue date and ends on your 10th contract anniversary. On the expiration of the MAV Evaluation Period, you may contact us to extend the MAV Evaluation Period for an additional period as discussed further below. Third, we determine the Anniversary Value which equals the value of your contract on any contract anniversary during the MAV Evaluation Period minus any Ineligible Purchase Payments. Fourth, we determine the MAV BeneÑt Base. Initially, the MAV BeneÑt Base equals the Ñrst Eligible Purchase Payment. Thereafter, the MAV BeneÑt Base is increased each time subsequent Eligible Purchase Payments are made, and adjusted each time any withdrawals of contract value are taken. Please see ""What are the eÅects of withdrawals on MarketLock?'' below. On each contract anniversary throughout the MAV Evaluation Period, the MAV BeneÑt Base automatically adjusts upwards if the current Anniversary Value is greater than both the current MAV BeneÑt Base and any previous year's Anniversary Value. Other than adjustments made for withdrawals, the MAV BeneÑt Base will only be adjusted upwards, and subsequent lower Anniversary Values through the MAV Evaluation Period will not result in a lower MAV BeneÑt Base.

Fifth, we determine the Maximum Annual Withdrawal Amount, which represents the maximum amount that may be withdrawn each BeneÑt Year and is an amount calculated as a percentage of the MAV BeneÑt Base. The applicable Maximum Annual Withdrawal Percentage is determined based on the BeneÑt Year when you take your Ñrst withdrawal or for Lifetime withdrawals, the age of older owner when the Ñrst withdrawal is taken. Applicable percentages are shown in the MarketLock Summary table above. If the MAV BeneÑt Base is increased to the current Anniversary Value, the Maximum Annual Withdrawal Amount is recalculated on that contract anniversary using the applicable Maximum Annual Withdrawal Percentage multiplied by the new MAV BeneÑt Base. If the MAV BeneÑt Base is increased for Eligible Purchase Payments, the Maximum Annual Withdrawal Amount will be recalculated by multiplying the new MAV BeneÑt Base by the applicable Maximum Annual Withdrawal Percentage. Finally, we determine the Minimum Withdrawal Period, which is the minimum period over which you may take withdrawals under the feature. The initial Minimum Withdrawal Period is calculated when withdrawals under the BeneÑt begin and is recalculated when the MAV BeneÑt Base is adjusted to a higher Anniversary Value by dividing the MAV BeneÑt Base by the Maximum Annual Withdrawal Amount. Please see the MarketLock Summary table above for initial Minimum Withdrawal Periods. The Minimum Withdrawal Periods will be reduced due to Excess Withdrawals. Further eÅects of withdrawals on the above components are described below in the section entitled What are the EÅects of Withdrawals on MarketLock? What is the fee for MarketLock? The annualized fee for MarketLock is calculated as 0.65% of the MAV BeneÑt Base for all years in which the feature is in eÅect. You should keep in mind that an increase in the MAV BeneÑt Base due to an adjustment to a higher Anniversary Value or due to subsequent Eligible Purchase Payments will result in an increase to the dollar amount of the fee. Alternatively, a decrease in MAV BeneÑt Base due to withdrawals will decrease the dollar amount of the fee. The fee will be calculated and deducted quarterly from your contract value, starting on the Ñrst quarter following your contract issue date and ending upon termination of the BeneÑt. If your contract value and/or MAV BeneÑt Base falls to zero before the feature has been terminated, the fee will no longer be deducted. We will not assess the quarterly fee if you surrender or annuitize your contract before the end of a contract quarter. What are the effects of withdrawals on MarketLock? The Maximum Annual Withdrawal Amount, MAV BeneÑt Base and Minimum Withdrawal Period may change over time as a result of the timing and amounts of withdrawals. 17

If you elect to begin withdrawals prior to your 65th birthday (if jointly owned, prior to the 65th birthday of the older owner), you will not be eligible to receive lifetime withdrawals. If you begin withdrawals on or after your 65th birthday (older owner 65th birthday if jointly owned) and wish to receive lifetime withdrawals, the Maximum Annual Withdrawal Amount is calculated as 5% of the MAV BeneÑt Base. If the amount of withdrawals, at any time, exceeds 5% of the MAV BeneÑt Base in a BeneÑt Year, you will not be guaranteed to receive lifetime withdrawals . However, you can continue to receive withdrawals over the Minimum Withdrawal Period in amounts up to the Maximum Annual Withdrawal Amount as described in the MarketLock Summary table and under ""How are the components for MarketLock calculated?'' above, based on when you made your Ñrst withdrawal and adjusted for withdrawals already taken. Total withdrawals in any BeneÑt Year equal to or less than the Maximum Annual Withdrawal Amount reduce the MAV BeneÑt Base by the amount of the withdrawal. Withdrawals in excess of the Maximum Annual Withdrawal Amount are considered Excess Withdrawals. We deÑne Excess Withdrawals as either: 1) any withdrawal that causes the total withdrawals in a beneÑt year to exceed the Maximum Annual Withdrawal Amount; or 2) any withdrawal in a BeneÑt Year taken after the Maximum Annual Withdrawal Amount has been withdrawn. Excess withdrawals will reduce the MAV BeneÑt Base by the greater of: (a) the amount of the Excess Withdrawal; or (b) the relative size of the Excess Withdrawal in relation to the contract value prior to the Excess Withdrawal. This means that if contract value is less than the MAV BeneÑt Base, withdrawals greater than the Maximum Annual Withdrawal Amount will result in a proportionately greater reduction of the MAV BeneÑt Base (as described below), which will be more than the amount of the withdrawal itself. This will also reduce your Maximum Annual Withdrawal Amount. The impact of withdrawals and the eÅect on each component of MarketLock are further explained below: MAV BeneÑt Base: Withdrawals reduce the MAV BeneÑt Base as follows: (1) If the withdrawal does not cause total withdrawals in the BeneÑt Year to exceed the Maximum Annual Withdrawal Amount, the MAV BeneÑt Base will be reduced by the amount of the withdrawal; (2) Excess withdrawals as described above reduce the MAV BeneÑt Base as follows: If total withdrawals during the BeneÑt Year, including the current withdrawal, exceed the Maximum Annual Withdrawal Amount, the MAV BeneÑt

Base is reduced to the lesser of (a) or (b), where: (a) is the MAV BeneÑt Base immediately prior to the withdrawal minus the amount of the withdrawal, or; (b) is the MAV BeneÑt Base immediately prior to the withdrawal minus the amount of the withdrawal, that makes total withdrawals for the BeneÑt Year equal to the current Maximum Annual Withdrawal Amount, and further reduced by the remainder of the withdrawal in the same proportion by which the remaining contract value is reduced by the amount of the withdrawal that exceeds the Maximum Annual Withdrawal Amount. Maximum Annual Withdrawal Amount: If the sum of withdrawals in a BeneÑt Year does not exceed the Maximum Annual Withdrawal Amount for that BeneÑt Year, the Maximum Annual Withdrawal Amount will not change for the next BeneÑt Year unless your MAV BeneÑt Base is adjusted upward (as described above under ""How are the components for MarketLock calculated?''). If total withdrawals in a BeneÑt Year exceed the Maximum Annual Withdrawal Amount, the Maximum Annual Withdrawal Amount will be recalculated on the next contract anniversary. The new Maximum Annual Withdrawal Amount will equal the new MAV BeneÑt Base after any withdrawals on that contract anniversary, divided by the new Minimum Withdrawal Period on that contract anniversary. On that contract anniversary, the new Maximum Annual Withdrawal Amount may be lower than your previous Maximum Annual Withdrawal Amount. Minimum Withdrawal Period: On each contract anniversary, a new Minimum Withdrawal Period is calculated as shown in the chart below.

The Amount Withdrawn in a BeneÑt Year EÅect on Minimum Withdrawal Period

Amounts up to the Maximum Annual Withdrawal Amount Amounts in excess of the Maximum Annual Withdrawal Amount

New Minimum Withdrawal Period · the MAV BeneÑt Base after withdrawals, divided by the current Maximum Annual Withdrawal Amount New Minimum Withdrawal Period · the Minimum Withdrawal Period as of the prior contract anniversary minus one year

MARKETLOCK EXAMPLES APPENDIX provides examples of the eÅects of withdrawals. What happens if my contract value is reduced to zero with MarketLock? If the contract value is zero but the MAV BeneÑt Base is greater than zero, a BeneÑt remains payable under the feature until the MAV BeneÑt Base is zero. Further, if you are eligible to take lifetime withdrawals, a BeneÑt is still 18

payable even if the contract value and MAV BeneÑt Base both equal zero. However, the contract's other beneÑts, will be terminated once the contract value equals zero. You may not make subsequent Purchase Payments or transfers and no death beneÑt or future annuitization payments are available. Therefore, during times of unfavorable investment performance, withdrawals taken under the BeneÑt may reduce the contract value to zero eliminating any other beneÑts of the contract. When the contract value equals zero, to receive any remaining BeneÑt, you must select one of the following income options: 1. The current Maximum Annual Withdrawal Amount, paid equally on a quarterly, semi-annual or annual frequency as selected by you until either: (a) the time at which the Minimum Withdrawal Period equals zero, or (b) if receiving 5% lifetime withdrawals, the date of death of the older contract owner ; or 2. Lump sum distribution of the discounted present value as determined by us, of the total remaining guaranteed withdrawals; or 3. Any payment option mutually agreeable between you and us. Can I extend the MAV Evaluation Period beyond 10 years? Yes. At the end of the MAV Evaluation Period, as long as the BeneÑt is still in eÅect and the older owner is age 85 or younger, we guarantee that you will be given the opportunity to extend the MAV Evaluation Period for at least one additional evaluation period of 10 years. If you elect to extend the MAV Evaluation Period, the MAV BeneÑt Base can continue to be adjusted upward as described above on each anniversary during the new MAV Evaluation Period. See ""How are the Components of MarketLock calculated?'' Also, if you extend the MAV Evaluation Period, you should note that the components of the feature, such as the fee and Maximum Annual Withdrawal Percentage, will change to those in eÅect at the time you elect to extend, which may be diÅerent from the components when you initially elected the feature. Additional MAV Evaluation Periods may be oÅered at our sole discretion. If you do not contact us to extend the MAV Evaluation Period, the MAV BeneÑt Base will no longer be adjusted on subsequent contract anniversaries. However, you can continue to take the Maximum Annual Withdrawal Amount in eÅect at the end of the last MAV Evaluation Period, subject to adjustments for withdrawals. You will continue to pay the fee at the rate that was in eÅect during the last MAV Evaluation Period and you will not be permitted to extend the MAV Evaluation Period in the future.

What happens to MarketLock upon a spousal continuation? A Continuing Spouse may elect to continue or cancel the feature and its accompanying fee. The components of the feature will not change as a result of a spousal continuation. However, lifetime withdrawals will cease upon death of the older owner. A younger continuing spouse can elect to receive withdrawals in accordance with the provisions of the MarketLock Summary Table above based on when the Ñrst withdrawal was taken and adjusted for any withdrawals already taken. In the event of the death of the younger spouse, the older spousal beneÑciary may continue to receive lifetime withdrawals because they are based on the older owner's life. If the contract owner elected MarketLock and dies during the MAV Evaluation Period and the spousal beneÑciary continues the BeneÑt, we will continue to reevaluate the MAV BeneÑt Base on each contract anniversary during the MAV Evaluation Period, and any continuation contribution is included in Anniversary Values. Additionally, at the end of the original MAV Evaluation Period, if the Continuing Spouse is age 85 or younger, they will be given the option to extend the MAV Evaluation Period for an additional period of 10 years. However, spousal continuation contributions are not considered to be Eligible Purchase Payments. Can my non-spousal Beneficiary elect to receive any remaining withdrawals under MarketLock upon my death? No. Upon the death of the older contract owner, lifetime withdrawals will no longer be available. If the contract value is greater than zero when the owner dies, a non-spousal BeneÑciary must make a death claim under the contract provisions, which terminates MarketLock. If the contract value is zero when the owner dies, meaning that no death beneÑt is payable, but the Minimum Withdrawal Period remaining is greater than zero, a non-spousal BeneÑciary may elect to continue receiving any remaining withdrawals under the feature. The other components of the feature will not change. However, the contract and its other beneÑts will be terminated. See DEATH BENEFITS below. What happens to MarketLock upon the Latest Annuity Date? If there is remaining contract value and the MAV BeneÑt Base is greater than zero on the Latest Annuity Date, you must select one of the following options: 1. Annuitize the contract value under the contract's annuity provisions; or 2. If eligible for lifetime withdrawals, even if the MAV BeneÑt Base equals zero, elect to receive the current Maximum Annual Withdrawal Amount on the Latest Annuity Date, paid equally on a quarterly, semiannual or annual frequency as selected by you, until your death; or

19

3. Elect to receive your remaining MAV BeneÑt Base on the Latest Annuity Date paid over the Minimum Withdrawal Period with payments equal to the current Maximum Annual Withdrawal Amount. If withdrawals have not started, your Maximum Annual Withdrawal Amount and Minimum Withdrawal Period will be calculated based on the applicable Maximum Annual Withdrawal Percentage; or 4. Any payment option mutually agreeable between you and us. Upon election of any of the above options, the Accumulation Phase of your contract ends and the Income Phase begins. Therefore, if electing Income Payments for the life of the Annuitant, upon death, no beneÑt remains and the contract and its features will terminate. Can MarketLock be cancelled? MarketLock may be cancelled on the 5th contract anniversary, the 10th contract anniversary, or any contract anniversary thereafter. Once MarketLock is cancelled, you will no longer be charged a fee and the guarantees under the BeneÑt are terminated. You may not re-elect MarketLock after cancellation. Are there circumstances under which MarketLock will automatically terminate? The feature automatically terminates upon the occurrence of one of the following: 1. The Minimum Withdrawal Period has been reduced to zero unless conditions for lifetime withdrawals are met; or 2. Annuitization of the contract; or 3. Full surrender of the contract; or 4. Death beneÑt is paid. Lifetime withdrawals will not be available in the event of: 1. An ownership change which results in a change of the older owner;* or 2. Withdrawals prior to the 65th birthday of the older owner; or 3. Death of the older owner; or 4. A Spousal Continuation (upon the death of the older owner); or 5. A withdrawal in excess of 5% of MAV BeneÑt Base.** * If a change of ownership occurs from a natural person to a non-natural entity, the original natural older owner must also be the annuitant after the ownership change to prevent termination of lifetime withdrawals. A change of ownership from a non-natural entity to a natural person

can only occur if the new natural owner was the original natural older annuitant in order to prevent termination of lifetime withdrawals. Any ownership change is contingent upon prior review and approval by the Company. ** However, if a required minimum distribution withdrawal for this contract exceeds the Maximum Annual Withdrawal Amount, the ability to receive lifetime withdrawals will not be terminated. We reserve the right to modify, suspend or terminate MarketLock (in its entirety or any component) at any time for prospectively issued contracts.

POLARIS INCOME REWARDS

What is Polaris Income Rewards? Polaris Income Rewards is an optional living beneÑt feature designed to help you create a guaranteed income stream. If you elect Polaris Income Rewards, you will be charged an annualized fee on a quarterly basis. You are guaranteed to receive withdrawals over a minimum number of years that in total equal at least Eligible Purchase Payments, as described below, adjusted for withdrawals during that period (the ""BeneÑt''), even if the contract value falls to zero. Polaris Income Rewards may oÅer protection in the event your contract value declines due to unfavorable investment performance. Polaris Income Rewards has rules and restrictions that are discussed in detail below. Polaris Income Rewards oÅers three options. These options provide, over a minimum number of years, a guaranteed minimum withdrawal amount equal to at least your Purchase Payments made in the Ñrst 90 days (adjusted for withdrawals) with an opportunity to receive a 10%, 20% or 50% step-up amount. If you take withdrawals prior to the BeneÑt Availability Date (as deÑned in the table below), you will receive either no step-up amount or a reduced step-up amount, depending on the option selected. Each option and its components are described below. You should read each option carefully and discuss the feature with your Ñnancial representative before electing an option. How and when can I elect Polaris Income Rewards? You may only elect either feature at the time of contract issue. You may not change the option after election. Please refer to the Polaris Income Rewards Summary Table below for the age limitations associated with these features. Generally, once you elect Polaris Income Rewards, it cannot be cancelled. Polaris Income Rewards cannot be elected if you elect any other optional Living BeneÑt. Polaris Income Rewards may not be available in your state or through the broker-dealer with which your Ñnancial representative is aÇliated. Please check with your Ñnancial representative for availability.

20

How is the Benefit for Polaris Income Rewards calculated? In order to determine the BeneÑt's value, we calculate each of the components as described below. The BeneÑt's components and value may vary depending on the option you choose. The earliest date you may begin taking withdrawals under the BeneÑt is the BeneÑt Availability Date. Each one-year period beginning on the contract issue date and ending on the day before the contract anniversary date is considered a BeneÑt Year. What are the three Polaris Income Rewards options? The table below is a summary of the three Polaris Income Rewards options we are currently oÅering. Polaris Income Rewards Summary:

Minimum Withdrawal Period* (if Maximum Maximum Annual Annual Withdrawal Withdrawal Amount Amount taken Percentage*** each year) 10% of Withdrawal BeneÑt Base 10% of Withdrawal BeneÑt Base 10% of Withdrawal BeneÑt Base 11 years

contract during the Ñrst 90 days after your contract issue date, adjusted for any withdrawals before the BeneÑt Availability Date in the same proportion that the withdrawal reduced the contract value on the date of the withdrawal. Second, we determine the Withdrawal BeneÑt Base. On the BeneÑt Availability Date, the Withdrawal BeneÑt Base equals the sum of all Eligible Purchase Payments. Third, we determine a Step-Up Amount, if any, which is calculated as a speciÑed percentage (listed in the Polaris Income Rewards Summary table above) of the Withdrawal BeneÑt Base on the BeneÑt Availability Date. If you elect Option 1 or 2, you will not receive a Step-Up Amount if you take any withdrawals prior to the BeneÑt Availability Date. If you elect Option 3, the Step-Up Amount will be reduced to 30% of the Withdrawal BeneÑt Base if you take any withdrawals prior to the BeneÑt Availability Date. The StepUp Amount is not considered a Purchase Payment and cannot be used in calculating any other beneÑts, such as death beneÑts, contract values or annuitization value. Fourth, we determine a Stepped-Up BeneÑt Base, which is the total amount available for withdrawal under the feature and is used to calculate the minimum time period over which you may take withdrawals under the Polaris Income Rewards feature. The Stepped-Up BeneÑt Base equals the Withdrawal BeneÑt Base plus the Step-Up Amount, if any. Fifth, we determine the Maximum Annual Withdrawal Amount, which is a stated percentage (listed in the Polaris Income Rewards Summary table above) of the Withdrawal BeneÑt Base and represents the maximum amount of withdrawals that are available under this feature each BeneÑt Year after the BeneÑt Availability Date. Finally, we determine the Minimum Withdrawal Period, which is the minimum period over which you may take withdrawals under the Polaris Income Rewards feature. The Minimum Withdrawal Period is calculated by dividing the Stepped-Up BeneÑt Base by the Maximum Annual Withdrawal Amount. What is the fee for Polaris Income Rewards? The annualized Polaris Income Rewards fee will be assessed as a percentage of the Withdrawal BeneÑt Base. The fee will be deducted quarterly from your contract value starting on the Ñrst quarter following the contract issue date and ending upon the termination of the feature. If your contract value falls to zero before the feature has been terminated, the fee will no longer be assessed. We will not assess the quarterly fee if you surrender or annuitize before the end of a quarter.

Contract Year Annualized Fee

BeneÑt Maximum Availability Option Election Age Date 1 Age 80 or younger on the contract issue date Age 80 or younger on the contract issue date Age 70 or younger on the contract issue date 3 years following contract issue date 5 years following contract issue date 10 years following contract issue date

Step-Up Amount 10%* of Withdrawal BeneÑt Base 20%* of Withdrawal BeneÑt Base 50%** of Withdrawal BeneÑt Base

2

12 years

3

15 years

*

If you elect Option 1 or 2 and take a withdrawal prior to the BeneÑt Availability Date, you will not receive a StepUp Amount. The Minimum Withdrawal Period for Options 1 and 2 will be 10 years if you do not receive a Step-Up Amount.

** If you elect Option 3 and take a withdrawal prior to the BeneÑt Availability Date, you will receive a reduced Step-Up Amount of 30% of the Withdrawal BeneÑt Base. The Minimum Withdrawal Period will be 13 years if you receive a reduced Step-Up Amount. *** For contract holders subject to annual required minimum distributions, the Maximum Annual Withdrawal Amount will be the greater of: (1) the amount indicated in the table above; or (2) the annual required minimum distribution amount associated with your contract value only. Required minimum distributions may reduce your Minimum Withdrawal Period. Please see IMPORTANT INFORMATION section below. How are the components for Polaris Income Rewards calculated? First, we determine the Eligible Purchase Payments, which include the amount of Purchase Payments made to the 21

0-7 years 8-10 years 11°

0.65% 0.45% None

What are the effects of withdrawals on Polaris Income Rewards? The BeneÑt amount, Maximum Annual Withdrawal Amount and Minimum Withdrawal Period may change over time as a result of withdrawal activity. Withdrawals after the BeneÑt Availability Date equal to or less than the Maximum Annual Withdrawal Amount generally reduce the BeneÑt by the amount of the withdrawal. Withdrawals in excess of the Maximum Annual Withdrawal Amount will reduce the BeneÑt in the same proportion that the contract value was reduced at the time of the withdrawal. This means if investment performance is down and contract value is reduced, withdrawals greater than the Maximum Annual Withdrawal Amount will result in a greater reduction of the BeneÑt. The impact of withdrawals and the eÅect on each component of Polaris Income Rewards are further explained through the calculations below: Withdrawal BeneÑt Base: Withdrawals prior to the BeneÑt Availability Date reduce the Withdrawal BeneÑt Base in the same proportion that the contract value was reduced at the time of the withdrawal. Withdrawals prior to the BeneÑt Availability Date also eliminate any StepUp Amount for Options 1 and 2 and reduce the Step-Up Amount to 30% of the Withdrawal BeneÑt Base for Option 3. Withdrawals after the BeneÑt Availability Date will not reduce the Withdrawal BeneÑt Base until the sum of withdrawals after the BeneÑt Availability Date exceeds the Step-Up Amount. Thereafter, any withdrawal or portion of a withdrawal will reduce the Withdrawal BeneÑt Base as follows: (1) If the withdrawal does not cause total withdrawals in the BeneÑt Year to exceed the Maximum Annual Withdrawal Amount, the Withdrawal BeneÑt Base will be reduced by the amount of the withdrawal, or (2) If the withdrawal causes total withdrawals in the BeneÑt Year to exceed the Maximum Annual Withdrawal Amount, the Withdrawal BeneÑt Base is reduced to the lesser of (a) or (b), where: a. is the Withdrawal BeneÑt Base immediately prior to the withdrawal minus the amount of the withdrawal, or; b. is the Withdrawal BeneÑt Base immediately prior to the withdrawal minus the amount of the withdrawal that makes total withdrawals for the BeneÑt Year equal to the current Maximum Annual Withdrawal Amount, and further reduced in the same proportion that the contract value was reduced by the amount of the withdrawal that exceeds the Maximum Annual Withdrawal Amount. Stepped-Up BeneÑt Base: Since withdrawals prior to the BeneÑt Availability Date eliminate any Step-Up

Amount for Options 1 and 2, the Stepped-Up BeneÑt Base will be equal to the Withdrawal BeneÑt Base if you take withdrawals prior to the BeneÑt Availability Date. For Option 3, if you take withdrawals prior to the BeneÑt Availability Date, the Stepped-Up BeneÑt Base will be equal to the Withdrawal BeneÑt Base plus the reduced Step-Up Amount which will be 30% of the Withdrawal BeneÑt Base, adjusted for such withdrawals. If you do not take withdrawals prior to the BeneÑt Availability Date, you will receive the entire Step-Up Amount and the Stepped-Up BeneÑt Base will equal the Withdrawal BeneÑt Base plus the Step-Up Amount. After the BeneÑt Availability Date, any withdrawal that does not cause total withdrawals in a BeneÑt Year to exceed the Maximum Annual Withdrawal Amount will reduce the Stepped-Up BeneÑt Base by the amount of the withdrawal. After the BeneÑt Availability Date, any withdrawal that causes total withdrawals in a BeneÑt Year to exceed the Maximum Annual Withdrawal Amount (in that BeneÑt Year) reduces the Stepped-Up BeneÑt Base to the lesser of (a) or (b), where: a. is the Stepped-Up BeneÑt Base immediately prior to the withdrawal minus the amount of the withdrawal, or; b. is the Stepped-Up BeneÑt Base immediately prior to the withdrawal minus the amount of the withdrawal that makes total withdrawals for the BeneÑt Year equal to the current Maximum Annual Withdrawal Amount, and further reduced in the same proportion that the contract value was reduced by the amount of the withdrawal that exceeds the Maximum Annual Withdrawal Amount. Maximum Annual Withdrawal Amount: If the sum of withdrawals in a BeneÑt Year does not exceed the Maximum Annual Withdrawal Amount for that BeneÑt Year, the Maximum Annual Withdrawal Amount does not change for the next BeneÑt Year. If total withdrawals in a BeneÑt Year exceed the Maximum Annual Withdrawal Amount, the Maximum Annual Withdrawal Amount will be recalculated at the start of the next BeneÑt Year. The new Maximum Annual Withdrawal Amount will equal the Stepped-Up BeneÑt Base on that BeneÑt Year anniversary divided by the Minimum Withdrawal Period on that BeneÑt Year anniversary. The new Maximum Annual Withdrawal Amount may be lower than your previous Maximum Annual Withdrawal Amounts. Minimum Withdrawal Period: After each withdrawal, a new Minimum Withdrawal Period is calculated. If total withdrawals in a BeneÑt Year are less than or equal to the current Maximum Annual Withdrawal Amount, the new Minimum Withdrawal Period equals the Stepped-Up

22

BeneÑt Base after the withdrawal, divided by the current Maximum Annual Withdrawal Amount. During any BeneÑt Year in which the sum of withdrawals exceeds the Maximum Annual Withdrawal Amount, the new Minimum Withdrawal Period equals the Minimum Withdrawal Period calculated at the end of the prior BeneÑt Year reduced by one year. Contract Value: Any withdrawal under the BeneÑt reduces the contract value by the amount of the withdrawal. What happens if my contract value is reduced to zero with Polaris Income Rewards? If the contract value is zero but the Stepped-Up BeneÑt Base is greater than zero, a BeneÑt remains payable under the feature until the BeneÑt Base is zero. However, the contract and its features and other beneÑts will be terminated once the contract value equals zero. Once the contract is terminated, you may not make subsequent Purchase Payments and no death beneÑt or future annuitization payments are available. Therefore, under adverse market conditions, withdrawals taken under the BeneÑt may reduce the contract value to zero eliminating any other beneÑts of the contract. To receive your remaining BeneÑt, you may select one of the following options: 1. Lump sum distribution of the discounted present value as determined by us, of the total remaining guaranteed withdrawals; or 2. the current Maximum Annual Withdrawal Amount, paid equally on a quarterly, semi-annual or annual frequency as selected by you until the Stepped-Up BeneÑt Base equals zero; or 3. any payment option mutually agreeable between you and us. If you do not select a payment option, the remaining BeneÑt will be paid as the current Maximum Annual Withdrawal Amount on a quarterly basis. What happens to Polaris Income Rewards upon a spousal continuation? A Continuing Spouse may elect to continue or cancel the feature and its accompanying fee. The components of the feature will not change as a result of a spousal continuation. However, spousal continuation contributions are not considered to be Eligible Purchase Payments. See SPOUSAL CONTINUATION below. Can my non-spousal Beneficiary elect to receive any remaining withdrawals under Polaris Income Rewards upon my death? If the contract value is greater than zero when the owner dies, a non-spousal BeneÑciary must make a death claim 23

under the contract provisions, which terminates Polaris Income Rewards. If the contract value is zero when the owner dies, meaning that no death beneÑt is payable, but the Stepped-Up BeneÑt Base is greater than zero, a non-spousal BeneÑciary may elect to continue receiving any remaining withdrawals under the feature. The components of the feature will not change. See DEATH BENEFITS below. Can Polaris Income Rewards be cancelled? Once you elect Polaris Income Rewards, you may not cancel the feature. However, there is no charge for Polaris Income Rewards after the 10th contract anniversary. Additionally, the features automatically terminate upon the occurrence of one of the following: 1. The Stepped-Up BeneÑt Base is equal to zero; or 2. Annuitization of the contract; or 3. Full surrender of the contract; or 4. Death beneÑt is paid; or 5. Upon a spousal continuation, the Continuing Spouse elects not to continue the contract with the feature. We reserve the right to terminate the feature if withdrawals in excess of Maximum Annual Withdrawal Amount in any BeneÑt Year reduce the Stepped-Up BeneÑt Base by 50% or more. Important Information about Polaris Income Rewards Polaris Income Rewards is designed to oÅer protection of your initial investment in the event of a signiÑcant market downturn. Polaris Income Rewards may not guarantee an income stream based on all Purchase Payments made into your contract. Polaris Income Rewards does not guarantee investment gains nor does it guarantee a withdrawal of any subsequent Purchase Payments made after the 90th day for Polaris Income Rewards following the contract issue date. This feature does not guarantee lifetime income payments. You may never need to rely on Polaris Income Rewards if your contract performs within a historically anticipated range. However, past performance is no guarantee of future results. Withdrawals under these features are treated like any other withdrawal for the purpose of reducing the contract value, free withdrawal amounts and all other beneÑts, features and conditions of your contract. Please see ACCESS TO YOUR MONEY above. If you elect one of the Polaris Income Rewards and need to take withdrawals or are required to take required minimum distributions (""RMD'') under the Internal Revenue Code from this contract prior to the BeneÑt Availability Date, you should know that such withdrawals may negatively aÅect the value of the BeneÑt. As noted above, your Stepped-Up BeneÑt Base will be reduced if you take withdrawals before the BeneÑt Availability Date.

Any withdrawals taken may be subject to a 10% IRS tax penalty if you are under age 591/2 at the time of the withdrawal. For information about how the feature is treated for income tax purposes, you should consult a qualiÑed tax advisor concerning your particular circumstances. If you set up RMDs and have elected this feature, your distributions must be automated and will not be recalculated on an annual basis. We reserve the right to limit the maximum Eligible Purchase Payments to $1 million. We reserve the right to limit the investment options available under the contract if you elect these features for prospectively issued contracts. We reserve the right to modify, suspend or terminate the Polaris Income Rewards (in its entirety or any component) at any time for prospectively issued contracts.

Period (""BeneÑt Date'') is less than the Purchase Payments made, as follows:

Time Elapsed Since the Contract Issue Date Percentage of Purchase Payments included in the BeneÑt Calculation

0-90 Days 91 Days °

100% 0%

The beneÑt calculation is equal to your BeneÑt Base, as deÑned below, minus your contract value on the BeneÑt Date. If the resulting amount is positive, you will receive a BeneÑt under the feature. If the resulting amount is negative, you will not receive a BeneÑt. Your BeneÑt Base is equal to (a) minus (b) where: (a) is the Purchase Payments received on or after the contract issue date multiplied by the applicable percentages in the table above, and; (b) is an adjustment for all withdrawals and applicable fees and charges made subsequent to the contract issue date, in an amount proportionate to the amount by which the withdrawal decreased the contract value at the time of the withdrawal. What is the fee for Capital Protector? The annualized fee will be deducted from your contract value each quarter throughout the Waiting Period, beginning at the end of the Ñrst contract quarter following the contract issue date and up to and including on the BeneÑt Date. Once the feature is terminated, as discussed above, the charge will no longer be deducted. We will also not assess the quarterly fee if you surrender or annuitize before the end of the quarter.

Contract Year Annualized Fee*

CAPITAL PROTECTOR

What is Capital Protector? Capital Protector is an optional living beneÑt oÅered on your contract. If you elect this feature, you will be charged an annualized fee. At the end of 10 full contract years (""Waiting Period''), the feature makes a one-time adjustment (""BeneÑt'') so that your contract will be worth at least the amount of your guaranteed Purchase Payment(s) as speciÑed below (less adjustments for withdrawals). Capital Protector oÅers protection in the event that your contract value declines due to unfavorable investment performance. How and when can I elect Capital Protector? You may only elect this feature at the time your contract is issued, so long as the Waiting Period ends before your Latest Annuity Date. You cannot elect the feature if you are age 81 or older on the contract issue date. Capital Protector is not available if you elect any other optional living beneÑt. Capital Protector may not be available in your state or through the broker-dealer with which your Ñnancial representative is aÇliated. Please check with your Ñnancial representative for availability. Can Capital Protector be cancelled? Generally, this feature and its corresponding charge cannot be cancelled or terminated prior to the end of the Waiting Period. The feature terminates automatically following the end of the Waiting Period. In addition, the feature will no longer be available and no BeneÑt will be paid if a death beneÑt is paid or if the contract is fully surrendered or annuitized before the end of the Waiting Period. How is the Benefit calculated for Capital Protector? The BeneÑt is a one-time adjustment to your contract in the event that your contract value at the end of the Waiting

0-5 6-10 11°

0.65% 0.45% none

* As a percentage of your contract value minus Purchase Payments received after the 90th day since the purchase of your contract. The amount of this charge is subject to change at any time for prospectively issued contracts. What happens to Capital Protector upon a spousal continuation? If your spouse chooses to continue this contract upon your death, this feature cannot be terminated. The Waiting Period starts from the original issue date. The corresponding BeneÑt Date will not change as a result of a spousal continuation. See SPOUSAL CONTINUATION below. Important Information about Capital Protector Capital Protector may not guarantee a return of all of your Purchase Payments. If you plan to add subsequent Purchase Payments over the life of your contract, you should know that 24

Capital Protector would not protect the majority of those payments. Since Capital Protector may not guarantee a return of all Purchase Payments at the end of the Waiting Period, it is important to realize that subsequent Purchase Payments made into the contract may decrease the value of the BeneÑt. For example, if near the end of the Waiting Period your BeneÑt Base is greater than your contract value, and you then make a subsequent Purchase Payment that causes your contract value to be larger than your BeneÑt Base on your BeneÑt Date, you will not receive any BeneÑt even though you have paid for Capital Protector throughout the Waiting Period. You should discuss making subsequent Purchase Payments with your Ñnancial representative as such activity may reduce or eliminate the value of the BeneÑt. We will allocate any beneÑt amount contributed to the contract value on the BeneÑt Date to the Cash Management Variable Portfolio. Any BeneÑt paid is not considered a Purchase Payment for purposes of calculating other beneÑts or features of your contract. BeneÑts based on earnings, will continue to deÑne earnings as the diÅerence between contract value and Purchase Payments adjusted for withdrawals. For information about how the BeneÑt is treated for income tax purposes, you should consult a qualiÑed tax advisor for information concerning your particular circumstances. We reserve the right to modify, suspend or terminate Capital Protector (in its entirety or any component) at any time for prospectively issued contracts.

be as of the next business day. We consider the following satisfactory proof of death: 1. a certiÑed copy of the death certiÑcate; or 2. a certiÑed copy of a decree of a court of competent jurisdiction as to the Ñnding of death; or 3. a written statement by a medical doctor who attended the deceased at the time of death; or 4. any other proof satisfactory to us. If a BeneÑciary does not elect a speciÑc form of pay out, within 60 days of our receipt of all required paperwork and satisfactory proof of death, we pay a lump sum death beneÑt to the BeneÑciary. The death beneÑt must be paid within 5 years of the date of death unless the BeneÑciary elects to have it payable in the form of an income option. If the BeneÑciary elects an income option, it must be paid over the BeneÑciary's lifetime or for a period not extending beyond the BeneÑciary's life expectancy. Payments must begin within one year of your death. If the BeneÑciary is the spouse of a deceased owner, he or she can elect to continue the Contract. See SPOUSAL CONTINUATION below. A BeneÑciary may also elect to continue the contract and take the death beneÑt amount in a series of payments based upon the BeneÑciary's life expectancy under the Extended Legacy program described below, subject to the applicable Internal Revenue Code distribution requirements. Payments must begin under the selected Income Option or the Extended Legacy program no later than the Ñrst anniversary of your death for non-qualiÑed contracts or December 31st of the year following the year of your death for IRAs. Your BeneÑciary cannot participate in the Extended Legacy program if your BeneÑciary has already elected another settlement option. BeneÑciaries who do not begin taking payments within these speciÑed time periods will not be eligible to elect an Income Option or participate in the Extended Legacy program. Extended Legacy Program and Beneficiary Continuation Options The Extended Legacy program can allow a BeneÑciary to take the death beneÑt amount in the form of income payments over a longer period of time with the Öexibility to withdraw more than the IRS required minimum distribution if they wish. The contract continues in the original owner's name for the beneÑt of the BeneÑciary. A BeneÑciary may elect to continue the contract and take the death beneÑt amount in a series of payments based upon the BeneÑciary's life expectancy under the Extended Legacy program described below, subject to the applicable Internal Revenue Code distribution requirements. Payments under the selected income option or under the Extended Legacy program must begin no later than the Ñrst anniversary of your death for

DEATH BENEFIT

If you die during the Accumulation Phase of your contract, we pay a death beneÑt to your BeneÑciary. You must select a death beneÑt option at the time you purchase your contract. Once selected, you cannot change your death beneÑt option. You should discuss the available options with your Ñnancial representative to determine which option is best for you. We do not pay a death beneÑt if you die after you switch to the Income Phase. In that case, your BeneÑciary would receive any remaining guaranteed income payments in accordance with the income option you selected. See INCOME OPTIONS below. You designate your BeneÑciary who will receive any death beneÑt payments. You may change the BeneÑciary at any time, unless you previously made an irrevocable BeneÑciary designation. If your contract is jointly owned, the surviving joint owner is the sole beneÑciary. We calculate and pay the death beneÑt when we receive all required paperwork and satisfactory proof of death. All death beneÑt calculations discussed below are made as of the day a death beneÑt request is received by us in good order (including satisfactory proof of death) if the request is received before Market Close. If the death beneÑt request is received after Market Close, the death beneÑt calculations will 25

non-qualiÑed contracts or December 31st of the year following the year of your death for IRAs. BeneÑciaries who do not begin taking payments within these speciÑed time periods will not be eligible to elect an income option or participate in the Extended Legacy program. Your BeneÑciary cannot participate in the Extended Legacy program if your BeneÑciary has already elected another payout option. The Extended Legacy program allows the BeneÑciary to take distributions in the form of a series of payments similar to the required minimum distributions under an IRA. Generally, IRS required minimum distributions must be made at least annually over a period not to exceed the BeneÑciary's life expectancy as determined in the calendar year after your death. A BeneÑciary may withdraw all or a portion of the contract value at any time, name their own beneÑciary to receive any remaining unpaid interest in the contract in the event of their death and make transfers among investment options. If the contract value is less than the death beneÑt amount as of the date we receive satisfactory proof of death and all required paperwork, we will increase the contract value by the amount which the death beneÑt exceeds contract value. Participation in the program may impact certain features of the contract that are detailed in the Death Claim Form. Please see your Ñnancial representative for additional information. Other Beneficiary Continuation Options Alternatively to the Extended Legacy program, the BeneÑciary may also elect to receive the death beneÑt under a 5-year option. The BeneÑciary may take withdrawals as desired, but the entire contract value must be distributed by the Ñfth anniversary of your death for Non-qualiÑed contracts or by December 31st of the year containing the Ñfth anniversary of your death for IRAs. For IRAs, the 5-year option is not available if the date of death is after the required beginning date for distributions (April 1 of the year following the year the owner reaches the age of 701/2). Please consult your tax advisor regarding tax implications and your particular circumstances. Death Benefit Defined Terms The term ""Net Purchase Payment'' is used frequently in describing the death beneÑt payable. Net Purchase Payment is an on-going calculation. It does not represent a contract value. We deÑne Net Purchase Payments as Purchase Payments less an adjustment for each withdrawal. If you have not taken any withdrawals from your contract, Net Purchase Payments equals total Purchase Payments into your contract. To calculate the adjustment amount for the Ñrst withdrawal made under the contract, we determine the percentage by which the withdrawal reduced the contract value. For example, a $10,000 withdrawal from a $100,000 contract is a

10% reduction in value. This percentage is calculated by dividing the amount of each withdrawal (and any applicable fees and charges) by the contract value immediately before taking the withdrawal. The resulting percentage is then multiplied by the amount of the total Purchase Payments and subtracted from the amount of the total Purchase Payments on deposit at the time of the withdrawal. The resulting amount is the initial Net Purchase Payment. To arrive at the Net Purchase Payment calculation for subsequent withdrawals, we determine the percentage by which the contract value is reduced, by taking the amount of the withdrawal in relation to the contract value immediately before the withdrawal. We then multiply the Net Purchase Payment calculation as determined prior to the withdrawal, by this percentage. We subtract that result from the Net Purchase Payment calculation as determined prior to the withdrawal to arrive at all subsequent Net Purchase Payment calculations. The term ""withdrawals'' as used in describing the death beneÑt options is deÑned as withdrawals and the fees and charges applicable to those withdrawals. The Company does not accept Purchase Payments from anyone age 86 or older. Furthermore, the death beneÑt calculations assume that no Purchase Payments are received on or after your 86th birthday.

STANDARD DEATH BENEFIT

If the contract is issued prior to your 83rd birthday, the standard death beneÑt on your contract is the greater of: 1. 2. Contract value; or Net Purchase Payments.

If the contract is issued on or after the 83rd birthday but prior to your 86th birthday, the standard death beneÑt on your contract is the greater of: 1. Contract value; or 2. The lesser of: a. b. Net Purchase Payments; or 125% of Contract Value.

OPTIONAL ENHANCED DEATH BENEFITS

For an additional fee, you may elect one of the enhanced death beneÑts below which can provide greater protection for your beneÑciaries. If you elect an enhanced death beneÑt, you must choose one of the options listed below at the time you purchase your contract and you cannot change your election thereafter at any time. The fee for the enhanced death beneÑt is 0.20% of the average daily ending value of the assets you have allocated to the Variable Portfolios.

26

Option 1 ­ Purchase Payment Accumulation Option

If the contract is issued prior to your 75th birthday, the death beneÑt is the greatest of: 1. 2. Contract value; or Net Purchase Payments, compounded at 3% annual growth rate to the earlier of the 75th birthday or the date of death, reduced for withdrawals after the 75th birthday in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for Net Purchase Payments received after the 75th birthday; or Contract value on the seventh contract anniversary, reduced for withdrawals since the seventh contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for Net Purchase Payments received after the seventh contract anniversary.

of $1,000,000, we reserve the right to limit the death beneÑt amount that is in excess of contract value at the time we receive all paperwork and satisfactory proof of death. Any limit on the maximum death beneÑt payable would be mutually agreed upon by you and the Company prior to purchasing the contract. The death beneÑt options on contracts issued before June 1, 2004 would be subject to a diÅerent calculation. Please see the Statement of Additional Information for details.

OPTIONAL ESTATEPLUS FEATURE

EstatePlus, an optional beneÑt of your contract, may increase the death beneÑt amount if you have earnings in your contract at the time of death. The fee for the beneÑt is 0.25% of the average daily ending net asset value allocated to the Variable Portfolios. EstatePlus is not available if you are age 81 or older at the time we issue your contract. In order to elect EstatePlus, you must have also elected one of the optional enhanced death beneÑts described above. You must elect EstatePlus at the time we issue your contract and you may not terminate this election. Furthermore, EstatePlus is not payable after the Latest Annuity Date. You may pay for EstatePlus and your BeneÑciary may never receive the beneÑt if you live past the Latest Annuity Date. We will add a percentage of your contract earnings (the ""EstatePlus Percentage''), subject to a maximum dollar amount (the ""Maximum EstatePlus BeneÑt''), to the death beneÑt payable. The contract year of your death will determine the EstatePlus Percentage and the Maximum EstatePlus BeneÑt. The table below applies to contracts issued prior to your 70th birthday:

Contract Year of Death EstatePlus Percentage Maximum EstatePlus BeneÑt

3.

The Purchase Payment Accumulation Option can only be elected prior to your 75th birthday.

Option 2 ­ Maximum Anniversary Option

If the contract is issued prior to your 83rd birthday, the death beneÑt is the greatest of: 1. Contract value; or 2. Net Purchase Payments; or 3. Maximum anniversary value on any contract anniversary prior to your 83rd birthday. The anniversary values equal the contract value on a contract anniversary, reduced for withdrawals since that contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Net Purchase Payments since that anniversary. If you die on or after your 90th birthday, the Standard Death BeneÑt may provide more value to your beneÑciaries than the Maximum Anniversary Value option. Under the Maximum Anniversary Value option, if you die on or after your 90th birthday the death beneÑt is equal to your contract value. However, if you had elected the Standard Death BeneÑt option and you die on or after your 90th birthday, your beneÑciaries would receive the greater of contract value or Net Purchase Payments received prior to your 86th birthday capped at 125% of contract value. Further, there is no additional charge for the Standard Death BeneÑt and there is an additional charge for the Maximum Anniversary Value option. You should discuss the death beneÑt options with your Ñnancial representative prior to making an election. For contracts in which the aggregate of all Purchase Payments in contracts issued by AIG SunAmerica Life and/or First SunAmerica to the same owner/annuitant are in excess

Years 0 Ó 4 Years 5 Ó 9 Years 10°

25% of Earnings 40% of Earnings 50% of Earnings

40% of Net Purchase Payments 65% of Net Purchase Payments* 75% of Net Purchase Payments*

The table below applies to contracts issued on or after your 70th birthday but prior to your 81st birthday:

Contract Year of Death EstatePlus Percentage Maximum EstatePlus BeneÑt

All Contract Years

25% of Earnings

40% of Net Purchase Payments*

* Purchase Payments received after the 5th contract anniversary must remain in the contract for at least 6 full months to be included as part of Net Purchase Payments for the purpose of the Maximum EstatePlus BeneÑt.

27

What is the Contract Year of Death? Contract Year of Death is the number of full 12-month periods during which you have owned your contract ending on the date of death. Your Contract Year of Death is used to determine the EstatePlus Percentage and Maximum EstatePlus BeneÑt as indicated in the table above. What is the EstatePlus Percentage? We determine the EstatePlus beneÑt using the EstatePlus Percentage, indicated in the table above, which is a speciÑed percentage of the earnings in your contract on the date of death. For the purpose of this calculation, earnings equals contract value minus Net Purchase Payments as of the date of death. If there are no earnings in your contract at the time of death, the amount of your EstatePlus beneÑt will be zero. What is the Maximum EstatePlus Benefit? The EstatePlus beneÑt is subject to a maximum dollar amount. The Maximum EstatePlus BeneÑt is equal to a speciÑed percentage of your Net Purchase Payments, as indicated in the table above. EstatePlus may not be available in your state or through the broker-dealer with which your Ñnancial representative is aÇliated. Please contact your Ñnancial representative for information regarding availability. A Continuing Spouse may continue or terminate EstatePlus on the Continuation Date but cannot continue the contract with EstatePlus if they are age 81 or older on the Continuation Date. If the Continuing Spouse terminates EstatePlus or dies after the Latest Annuity Date, no EstatePlus beneÑt will be payable to the Continuing Spouse's BeneÑciary. See SPOUSAL CONTINUATION below. We reserve the right to modify, suspend or terminate EstatePlus (in its entirety or any component) at any time for prospectively issued contracts.

Contribution as of the date of the original owner's death. We will add the Continuation Contribution as of the date we receive both the Continuing Spouse's written request to continue the contract and proof of death of the original owner in a form satisfactory to us (""Continuation Date''). The Continuation Contribution is not considered a Purchase Payment for the purposes of any other calculations except the death beneÑt following the Continuing Spouse's death. Generally, the age of the Continuing Spouse on the Continuation Date and on the date of the Continuing Spouse's death will be used in determining any future death beneÑts under the contract. See the SPOUSAL CONTINUATION APPENDIX for a discussion of the death beneÑt calculations after a spousal continuation. We reserve the right to modify, suspend or terminate the Spousal Continuation provision (in its entirety or any component) at any time for prospectively issued contracts. Please see Optional Living BeneÑts and Death BeneÑts above for information on the eÅect of Spousal Continuation on those beneÑts.

EXPENSES

There are fees and expenses associated with your contract which reduce your investment return. We will not increase the contract level fees, such as mortality and expense charges or withdrawal charges for the life of your contract. Underlying Fund fees may increase or decrease. Some states may require that we charge less than the amounts described below.

SEPARATE ACCOUNT EXPENSES

The mortality and expense risk charge and distribution expense charge is 1.52% annually of the average daily ending net asset value allocated to the Variable Portfolios. This charge compensates the Company for the mortality and expense risk and the costs of contract distribution assumed by the Company. Generally, the mortality risks assumed by the Company arise from its contractual obligations to make income payments after the Annuity Date and to provide a death beneÑt. The expense risk assumed by the Company is that the costs of administering the contracts and the Separate Account will exceed the amount received from the fees and charges assessed under the contract. If these charges do not cover all of our expenses, we will pay the diÅerence. Likewise, if these charges exceed our expenses, we will keep the diÅerence. The mortality and expense risk charge is expected to result in a proÑt. ProÑt may be used for any cost or expense including supporting distribution. See PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT below.

SPOUSAL CONTINUATION

The Continuing Spouse may elect to continue the contract after your death. Generally, the contract and its beneÑt and elected features, if any, remain the same. The Continuing Spouse is subject to the same fees, charges and expenses applicable to the original owner of the contract. A spousal continuation can only take place once, upon the death of the original owner of the contract. To the extent that the Continuing Spouse invests in the Variable Portfolios, they will be subject to investment risk as was the original owner. Upon a spousal continuation, we will contribute to the contract value an amount by which the death beneÑt that would have been paid to the BeneÑciary upon the death of the original owner, exceeds the contract value (""Continuation Contribution''), if any. We calculate the Continuation

28

WITHDRAWAL CHARGES

The contract provides a free withdrawal amount every contract year. See ACCESS TO YOUR MONEY above. You may incur a withdrawal charge if you take a withdrawal in excess of the free withdrawal amount and/or if you fully surrender your contract. We apply a withdrawal charge against each Purchase Payment you contribute to the contract. After a Purchase Payment has been in the contract for three complete years, a withdrawal charge no longer applies to that Purchase Payment. The withdrawal charge percentage declines each year that Purchase Payment is in the contract. The withdrawal charge schedule is as follows: Year Since Receipt Withdrawal Charge 1 7% 2 6% 3 5% 4+ 0%

shares of the Van Kampen Life Investment Trust, Class 2 shares of American Funds Insurance Series and Class B shares of Columbia Funds Insurance Series I (except for the Columbia High Yield Valuable Portfolio Series which has no 12b-1 fees). This amount is generally used to pay Ñnancial intermediaries for services provided over the life of your contract. For more detailed information on these Underlying Fund fees, refer to the prospectuses for the Trusts.

CONTRACT MAINTENANCE FEE

During the Accumulation Phase, we deduct a contract maintenance fee of $35 from your contract once per year on your contract anniversary. This charge compensates us for the cost of administering your contract. We will deduct the contract maintenance fee on a pro-rata basis from your contract value on your contract anniversary. If you withdraw your entire contract value, we will deduct the contract maintenance fee from that withdrawal. If your contract value is $50,000 or more on your contract anniversary date, we currently waive this fee. This waiver is subject to change without notice.

When calculating the withdrawal charge, we treat withdrawals as coming Ñrst from the Purchase Payments that have been in your contract the longest. However, for tax purposes, your withdrawals are considered as coming from earnings Ñrst, then Purchase Payments. See ACCESS TO YOUR MONEY above. Whenever possible, we deduct the withdrawal charge from the money remaining in your contract. If you fully surrender your contract value, we deduct any applicable withdrawal charges from the amount surrendered. We will not assess a withdrawal charge when we pay a death beneÑt, contract fees and/or when you switch to the Income Phase. Withdrawals made prior to age 591/2 may result in tax penalties. See TAXES below.

TRANSFER FEE

Generally, we permit 15 free transfers between investment options each contract year. We charge you $25 for each additional transfer that contract year. See TRANSFERS DURING THE ACCUMULATION PHASE above.

OPTIONAL MARKETLOCK FEE

The annualized MarketLock fee will be assessed as a percentage of the MAV BeneÑt Base. The fee will be deducted quarterly from your contract value starting on the Ñrst quarter following the contract issue date and ending upon the termination of the feature. If your contract value falls to zero before the feature has been terminated, the fee will no longer be assessed. We will not assess the quarterly fee if you surrender or annuitize before the end of a quarter. The fee is as follows:

Annualized Fee

UNDERLYING FUND EXPENSES

Investment Management Fees The Separate Account purchases shares of the Variable Portfolios. The Accumulation Unit value for each Variable Portfolio reÖects the investment management fees and other expenses of the corresponding Underlying Funds. These fees may vary. They are not Ñxed or speciÑed in your annuity contract, rather the Variable Portfolios are governed by their own boards of trustees. 12b-1 Fees Shares of certain Trusts may be subject to fees imposed under a distribution and/or servicing plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940. There is an annualized 0.25% fee applicable to Class 3 shares of Anchor Series Trust and SunAmerica Series Trust, Class II

All Contract Years

0.65%

OPTIONAL POLARIS INCOME REWARDS FEE

The annualized Polaris Income Rewards fee will be assessed as a percentage of the Withdrawal BeneÑt Base. The fee will be deducted quarterly from your contract value starting on the Ñrst quarter following the contract issue date and ending upon the termination of the feature. If your contract value falls to zero before the feature has been terminated, the fee will no longer be assessed. We will not assess the quarterly

29

fee if you surrender or annuitize before the end of a quarter. The fee is as follows:

Contract Year Annualized Fee

0-7 years 8-10 years 11° years

0.65% 0.45% none

purpose of the purchase and whether that purpose increases the likelihood that our expenses will be reduced; and/or any other factors that we believe indicate that fees and expenses may be reduced. The Company may make such a determination regarding sales to its employees, it aÇliates' employees and employees of currently contracted broker-dealers; its registered representatives; and immediate family members of all of those described. We reserve the right to modify, suspend or terminate any such determination or the treatment applied to a particular group at any time.

OPTIONAL CAPITAL PROTECTOR FEE

The annualized Capital Protector fee is calculated as a percentage of your contract value minus Purchase Payments received after the 90th day since contract issue date. If you elect the feature, the fee is deducted at the end of the Ñrst contract quarter and quarterly thereafter from your contract value. The fee is as follows:

Contract Year Annualized Fee

INCOME OPTIONS ANNUITY DATE

During the Income Phase, we use the money accumulated in your contract to make regular income payments to you. You may switch to the Income Phase any time after your second contract anniversary. You must provide us with a written request of the date you want income payments to begin. Your annuity date is the Ñrst day of the month you select income payments to begin (""Annuity Date''). You may change your Annuity Date, so long as you do so at least seven days before the income payments are scheduled to begin. Except as indicated under Option 5 below, once you begin receiving income payments, you cannot otherwise access your money through a withdrawal or surrender. Income payments must begin on or before your Latest Annuity Date. If you do not choose an Annuity Date, your income payments will automatically begin on the Latest Annuity Date. If the Annuity Date is past your 85th birthday, your contract could lose its status as an annuity under Federal tax laws. This may cause you to incur adverse tax consequences. In addition, most QualiÑed contracts require you to take minimum distributions after you reach age 701/2. See TAXES below.

0-5 6-10 11°

0.65% 0.45% none

OPTIONAL ENHANCED DEATH BENEFIT FEE

The fee for the optional enhanced death beneÑt is 0.20% of the average daily ending net asset value allocated to the Variable Portfolio.

OPTIONAL ESTATEPLUS FEE

The fee for EstatePlus is 0.25% of the average daily ending net asset value allocated to the Variable Portfolio.

PREMIUM TAX

Certain states charge the Company a tax on Purchase Payments up to a maximum of 3.5%. We deduct these premium tax charges when you fully surrender your contract or begin the Income Phase. In the future, we may deduct this premium tax at the time you make a Purchase Payment or upon payment of a death beneÑt.

INCOME TAXES

We do not currently deduct income taxes from your contract. We reserve the right to do so in the future.

INCOME OPTIONS

You must contact us to select an income option. Once you begin receiving income payments, you cannot change your income option before beginning the Income Phase. If you elect to receive income payments but do not select an option, your income payments shall be in accordance with Option 4 for a period of 10 years; for income payments based on joint lives, the default is Option 3 for a period of 10 years. We base our calculation of income payments on the life expectancy of the Annuitant and the annuity rates set forth in your contract. As the contract owner, you may change the Annuitant at any time prior to the Annuity Date. You must notify us if the Annuitant dies before the Annuity Date and designate a new Annuitant. 30

REDUCTION OR ELIMINATION OF FEES, EXPENSES, AND ADDITIONAL AMOUNTS CREDITED

Sometimes sales of contracts to groups of similarly situated individuals may lower our fees and expenses. We reserve the right to reduce or waive certain fees and expenses when this type of sale occurs. In addition, we may also credit additional amounts to contracts sold to such groups. We determine which groups are eligible for this treatment. Some of the criteria we evaluate to make a determination are size of the group; amount of expected Purchase Payments; relationship existing between us and the prospective purchaser; length of time a group of contracts is expected to remain active;

Option 1 ­ Life Income Annuity This option provides income payments for the life of the Annuitant. Income payments stop when the Annuitant dies. Option 2 ­ Joint and Survivor Life Income Annuity This option provides income payments for the life of the Annuitant and for the life of another designated person. Upon the death of either person, we will continue to make income payments during the lifetime of the survivor. Income payments stop when the survivor dies. Option 3 ­ Joint and Survivor Life Income Annuity with 10 or 20 Years Guaranteed This option is similar to Option 2 above, with an additional guarantee of payments for at least 10 or 20 years, depending on the period chosen. If the Annuitant and the survivor die before all of the guaranteed income payments have been made, the remaining income payments are made to the BeneÑciary under your contract. Option 4 ­ Life Income Annuity with 10 or 20 Years Guaranteed This option is similar to Option 1 above with an additional guarantee of payments for at least 10 or 20 years, depending on the period chosen. If the Annuitant dies before all guaranteed income payments are made, the remaining income payments are made to the BeneÑciary under your contract. Option 5 ­ Income for a Specified Period This option provides income payments for a guaranteed period ranging from 5 to 30 years, depending on the period chosen. If the Annuitant dies before all the guaranteed income payments are made, the remaining income payments are made to the BeneÑciary under your contract. Additionally, if variable income payments are elected under this option, you (or the BeneÑciary under the contract if the Annuitant dies prior to all guaranteed income payments being made) may redeem any remaining guaranteed variable income payments after the Annuity Date. The amount available upon such redemption would be the discounted present value of any remaining guaranteed variable income payments. If provided for in your contract, any applicable withdrawal charge will be deducted from the discounted value as if you fully surrendered your contract. The value of an Annuity Unit, regardless of the option chosen, takes into account the mortality and expense risk charge. Since Option 5 does not contain an element of mortality risk, no beneÑt is derived from this charge. Please read the Statement of Additional Information for a more detailed discussion of the income options.

FIXED OR VARIABLE INCOME PAYMENTS

You can choose income payments that are Ñxed, variable or both. Unless otherwise elected, if at the date when income payments begin you are invested in the Variable Portfolios only, your income payments will be variable and if your money is only in Fixed Accounts at that time, your income payments will be Ñxed in amount. Further, if you are invested in both Ñxed and variable investment options when income payments begin, your payments will be Ñxed and variable, unless otherwise elected. If income payments are Ñxed, the Company guarantees the amount of each payment. If the income payments are variable, the amount is not guaranteed.

INCOME PAYMENTS

We make income payments on a monthly, quarterly, semiannual or annual basis. You instruct us to send you a check or to have the payments directly deposited into your bank account. If state law allows, we distribute annuities with a contract value of $5,000 or less in a lump sum. Also, if state law allows and the selected income option results in income payments of less than $50 per payment, we may decrease the frequency of payments. If you are invested in the Variable Portfolios after the Annuity date, your income payments vary depending on the following: , for life options, your age when payments begin; and , the contract value attributable to the Variable Portfolios on the Annuity Date; and , the 3.5% assumed investment rate used in the annuity table for the contract; and , the performance of the Variable Portfolios in which you are invested during the time you receive income payments. If you are invested in both the Fixed Accounts and the Variable Portfolios after the Annuity Date, the allocation of funds between the Ñxed and variable options also impacts the amount of your annuity payments. The value of variable income payments, if elected, is based on an assumed interest rate (""AIR'') of 3.5% compounded annually. Variable income payments generally increase or decrease from one income payment date to the next based upon the performance of the applicable Variable Portfolios. If the performance of the Variable Portfolios selected is equal to the AIR, the income payments will remain constant. If performance of Variable Portfolios is greater than the AIR, the income payments will increase and if it is less than the AIR, the income payments will decline.

TRANSFERS DURING THE INCOME PHASE

During the Income Phase, only one transfer per month is permitted between the Variable Portfolios. No other transfers are allowed during the Income Phase. 31

DEFERMENT OF PAYMENTS

We may defer making Ñxed payments for up to six months, or less if required by law. Interest is credited to you during the deferral period. See also ACCESS TO YOUR MONEY above for a discussion of when payments from a Variable Portfolio may be suspended or postponed.

your contract and therefore, you have no cost basis in your contract. However, you normally will have a cost basis in a Roth IRA, a Roth 403(b) or a Roth 401(k) account, and you may have cost basis in a traditional IRA or in another QualiÑed Contract. If available and you elect an optional living beneÑt, the application of certain tax rules, including those rules relating to distributions from your contract, are not entirely clear. While such beneÑts are not intended to adversely aÅect the tax treatment of distributions or of the contract, based on available guidance, you should be aware that little such guidance is available. In view of this uncertainty, you should consult a tax advisor before purchasing a guaranteed minimum withdrawal beneÑt rider and/or other optional living beneÑt.

TAXES

Note: The basic summary below addresses broad federal taxation matters, and generally does not address state taxation issues or questions. It is not tax advice. We caution you to seek competent tax advice about your own circumstances. We do not guarantee the tax status of your annuity. Tax laws constantly change; therefore, we cannot guarantee that the information contained herein is complete and/or accurate. We have included an additional discussion regarding taxes in the Statement of Additional Information.

TAX TREATMENT OF DISTRIBUTIONS ­ NON-QUALIFIED CONTRACTS

If you make partial or total withdrawals from a Non-QualiÑed contract, the IRC generally treats such withdrawals as coming Ñrst from taxable earnings and then coming from your Purchase Payments. Purchase payments made prior to August 14, 1982, however, are an important exception to this general rule, and for tax purposes generally are treated as being distributed Ñrst, before either the earnings on those contributions, or other purchase payments and earnings in the contract. If you annuitize your contract, a portion of each income payment will be considered, for tax purposes, to be a return of a portion of your Purchase Payment, generally until you have received all of your Purchase Payment. Any portion of each income payment that is considered a return of your Purchase Payment will not be taxed. Additionally, the taxable portion of any withdrawals, whether annuitized or other withdrawals, generally is subject to applicable state and/or local income taxes, and may be subject to an additional 10% penalty tax unless withdrawn in conjunction with the following circumstances: , after attaining age 591/2; , when paid to your beneÑciary after you die; , after you become disabled (as deÑned in the IRC); , when paid as a part of a series of substantially equal periodic payments (not less frequently than annually) made for your life (or life expectancy) or the joint lives (or joint expectancies) of you and your designated beneÑciary for a period of 5 years or attainment of age 591/2, whichever is later; , under an immediate annuity contract; , which are attributable to Purchase Payments made prior to August 14, 1982.

ANNUITY CONTRACTS IN GENERAL

The Internal Revenue Code (""IRC'') provides for special rules regarding the tax treatment of annuity contracts. Generally, taxes on the earnings in your annuity contract are deferred until you take the money out. QualiÑed retirement investments that satisfy speciÑc tax and ERISA requirements automatically provide tax deferral regardless of whether the underlying contract is an annuity, a trust, or a custodial account. DiÅerent rules apply depending on how you take the money out and whether your contract is QualiÑed or NonQualiÑed. If you do not purchase your contract under a pension plan, a specially sponsored employer program or an individual retirement account, your contract is referred to as a NonQualiÑed contract. A Non-QualiÑed contract receives diÅerent tax treatment than a QualiÑed contract. In general, your cost in a Non-QualiÑed contract is equal to the Purchase Payments you put into the contract. You have already been taxed on the cost basis in your contract. If you purchase your contract under a pension plan, a specially sponsored employer program, as an individual retirement annuity, or under an individual retirement account, your contract is referred to as a QualiÑed Contract. Examples of qualiÑed plans or arrangements are: Individual Retirement Annuities and Individual Retirement Accounts (IRAs), Roth IRAs, Tax-Sheltered Annuities (also referred to as 403(b) annuities or 403(b) contracts), plans of self-employed individuals (often referred to as H.R. 10 Plans or Keogh Plans), pension and proÑt sharing plans including 401(k) plans, and governmental 457(b) plans. Typically, for employer plans and tax-deductible IRA contributions, you have not paid any tax on the Purchase Payments used to buy

32

TAX TREATMENT OF DISTRIBUTIONS ­ QUALIFIED CONTRACTS (including governmental 457(b) eligible deferred compensation plans)

Generally, you have not paid any taxes on the Purchase Payments used to buy a QualiÑed contract. As a result, most amounts withdrawn from the contract or received as income payments will be taxable income. Exceptions to this general include withdrawals attributable to after-tax Roth IRA, Roth 403(b), and Roth 401(k) contributions. Withdrawals from Roth IRAs are generally treated for federal tax purposes as coming Ñrst from the Roth contributions that have already been taxed, and as entirely tax free. Withdrawals from Roth 403(b) and Roth 401(k) accounts, and withdrawals generally from QualiÑed Contracts, are treated generally as coming pro-rata from amounts that already have been taxed and amounts that are taxed upon withdrawal. Withdrawals from Roth IRA, Roth 403(b) and Roth 401(k) accounts which satisfy certain qualiÑcation requirements, including the Owner's attainment of age 591/2 and at least Ñve years in a Roth account under the plan or IRA, will not be subject to federal income taxation. The taxable portion of any withdrawal or income payment from a QualiÑed Contract will be subject to an additional 10% penalty tax, under the IRC, except in the following circumstances: , after attainment of age 591/2; , when paid to your beneÑciary after you die; , after you become disabled (as deÑned in the IRC); , as a part of a series of substantially equal periodic payments (not less frequently than annually) made for your life (or life expectancy) or the joint lives (or joint expectancies) of you and your designated beneÑciary for a period of 5 years or attainment of age 591/2, whichever is later; , payments to employees after separation from service after attainment of age 55 (does not apply to IRAs); , dividends paid with respect to stock of a corporation described in IRC Section 404(k); , for payment of medical expenses to the extent such withdrawals do not exceed limitations set by the IRC for deductible amounts paid during the taxable year for medical care; , payments to alternate payees pursuant to a qualiÑed domestic relations order (does not apply to IRAs) , for payment of health insurance if you are unemployed and meet certain requirements , distributions from IRAs for higher education expenses , distributions from IRAs for Ñrst home purchases

, amounts distributed from a Code Section 457(b) plan other than amounts representing rollovers from an IRA or employer sponsored plan to which the 10% penalty would otherwise apply. The IRC limits the withdrawal of an employee's voluntary Purchase Payments from a Tax-Sheltered Annuity (TSA). Withdrawals can only be made when an owner: (1) reaches age 591/2; (2) severs employment with the employer; (3) dies; (4) becomes disabled (as deÑned in the IRC); or (5) experiences a Ñnancial hardship (as deÑned in the IRC). In the case of hardship, the owner can only withdraw Purchase Payments. Additional plan limitations may also apply. Amounts held in a TSA annuity contract as of December 31, 1988 are not subject to these restrictions. Qualifying transfers of amounts from one TSA contract to another TSA contract under section 403(b) or to a custodial account under section 403(b)(7), and qualifying transfers to a state deÑned beneÑt plan to purchase service credits, are not considered distributions, and thus are not subject to these withdrawal limitations. Transfers among 403(b) annuities and/or 403(b)(7) custodial accounts generally are subject to rules set out in the Code, regulations, IRS pronouncements, and other applicable legal authorities. If amounts are transferred from a custodial account described in Code section 403(b)(7) to this contract the transferred amount will retain the custodial account withdrawal restrictions. Withdrawals from other QualiÑed Contracts are often limited by the IRC and by the employer's plan.

MINIMUM DISTRIBUTIONS

Generally, the IRC requires that you begin taking annual distributions from qualiÑed annuity contracts by April 1 of the calendar year following the later of (1) the calendar year in which you attain age 701/2 or (2) the calendar year in which you separate from service from the employer sponsoring the plan. If you own an IRA, you must begin taking distributions when you attain age 701/2. If you own more than one TSA, you may be permitted to take your annual distributions in any combination from your TSAs. A similar rule applies if you own more than one IRA. However, you cannot satisfy this distribution requirement for your TSA contract by taking a distribution from an IRA, and you cannot satisfy the requirement for your IRA by taking a distribution from a TSA. You may be subject to a surrender charge on withdrawals taken to meet minimum distribution requirements, if the withdrawals exceed the contract's maximum penalty free amount. Failure to satisfy the minimum distribution requirements may result in a tax penalty. You should consult your tax advisor for more information. You may elect to have the required minimum distribution amount on your contract calculated and withdrawn each year under the automatic withdrawal option. You may select 33

monthly, quarterly, semiannual, or annual withdrawals for this purpose. This service is provided as a courtesy and we do not guarantee the accuracy of our calculations. Accordingly, we recommend you consult your tax advisor concerning your required minimum distribution. You may terminate your election for automated minimum distribution at any time by sending a written request to our Annuity Service Center. We reserve the right to change or discontinue this service at any time. The IRS issued regulations, eÅective January 1, 2003, regarding required minimum distributions from qualiÑed annuity contracts. One of the regulations eÅective January 1, 2006 will require that the annuity contract value used to determine required minimum distributions include the actuarial value of other beneÑts under the contract, such as optional death beneÑts and living beneÑts. This regulation does not apply to required minimum distributions made under an irrevocable annuity income option. You should discuss the eÅect of these new regulations with your tax advisor.

contract for Federal income tax purposes. The non-natural owner pays tax currently on the contract's value in excess of the owner's cost basis. However, this treatment is not applied to a contract held by a trust or other entity as an agent for a natural person nor to contracts held by QualiÑed Plans. See the SAI for a more detailed discussion of the potential adverse tax consequences associated with non-natural ownership of a non-qualiÑed annuity contract.

GIFTS, PLEDGES AND/OR ASSIGNMENTS OF A CONTRACT

If you transfer ownership of your Non-QualiÑed contract to a person other than your spouse (or former spouse incident to divorce) as a gift you will pay federal income tax on the contract's cash value to the extent it exceeds your cost basis. The recipient's cost basis will be increased by the amount on which you will pay federal taxes. In addition, the IRC treats any assignment or pledge (or agreement to assign or pledge) of any portion of a Non- QualiÑed contract as a withdrawal. See the SAI for a more detailed discussion regarding potential tax consequences of gifting, assigning, or pledging a Non-QualiÑed contract. The IRC prohibits QualiÑed annuity contracts including IRAs from being transferred, assigned or pledged as security for a loan. This prohibition, however, generally does not apply to loans under an employer-sponsored plan (including loans from the annuity contract) that satisfy certain requirements, provided that: (a) the plan is not an unfunded deferred compensation plan; and (b) the plan funding vehicle is not an IRA.

TAX TREATMENT OF DEATH BENEFITS

Any death beneÑts paid under the contract are taxable to the BeneÑciary. The rules governing the taxation of payments from an annuity contract, as discussed above, generally apply whether the death beneÑts are paid as lump sum or annuity payments. Estate taxes may also apply. Certain enhanced death beneÑts may be purchased under your contract. Although these types of beneÑts are used as investment protection and should not give rise to any adverse tax eÅects, the IRS could take the position that some or all of the charges for these death beneÑts should be treated as a partial withdrawal from the contract. In that case, the amount of the partial withdrawal may be includible in taxable income and subject to the 10% penalty if the owner is under 591/2. If you own a QualiÑed contract and purchase these enhanced death beneÑts the IRS may consider these beneÑts ""incidental death beneÑts'' or ""life insurance.'' The IRC imposes limits on the amount of the incidental beneÑts and/or life insurance allowable for QualiÑed contracts and the employer-sponsored plans under which they are purchased. If the death beneÑt(s) selected by you are considered to exceed these limits, the beneÑt(s) could result in taxable income to the owner of the QualiÑed contract, and in some cases could adversely impact the qualiÑed status of the QualiÑed contract or the plan. You should consult your tax advisor regarding these features and beneÑts prior to purchasing a contract.

DIVERSIFICATION AND INVESTOR CONTROL

The IRC imposes certain diversiÑcation requirements on the underlying investments for a variable annuity. We believe that the management of the Underlying Funds monitors the Funds so as to comply with these requirements. To be treated as a variable annuity for tax purposes, the underlying investments must meet these requirements. The diversiÑcation regulations do not provide guidance as to the circumstances under which you, and not the Company, would be considered the owner of the shares of the Variable Portfolios under your Non-QualiÑed Contract, because of the degree of control you exercise over the underlying investments. This diversiÑcation requirement is sometimes referred to as ""investor control.'' It is unknown to what extent owners are permitted to select investments, to make transfers among Variable Portfolios or the number and type of Variable Portfolios owners may select from. If any guidance is provided which is considered a new position, then the guidance should generally be applied prospectively. However, if such guidance is considered not to be a new position, it may be applied retroactively. This would mean that you, as the owner of the Non-qualiÑed Contract, could be treated as the owner of the underlying Variable Portfolios. Due to the uncertainty in this area, we reserve the right to 34

CONTRACTS OWNED BY A TRUST OR CORPORATION

A Trust or Corporation (""Non-Natural Owner'') that is considering purchasing this contract should consult a tax advisor. Generally, the IRC does not treat a Non-QualiÑed contract owned by a non-natural owner as an annuity

modify the contract in an attempt to maintain favorable tax treatment. These investor control limitations generally do not apply to QualiÑed Contracts, which are referred to as ""Pension Plan Contracts'' for purposes of this rule, although the limitations could be applied to QualiÑed Contracts in the future.

OTHER INFORMATION AIG SUNAMERICA LIFE

The Company is a stock life insurance company originally organized under the laws of the state of California in April 1965. On January 1, 1996, the Company redomesticated under the laws of the state of Arizona. Its principal place of business is 1 SunAmerica Center, Los Angeles, California 90067. The Company conducts life insurance and annuity business in the District of Columbia and all states except New York. The Company is an indirect, wholly owned subsidiary of American International Group, Inc. (""AIG''), a Delaware corporation.

Circumstances aÅecting AIG can have an impact on the Company. For example, the recent downgrades and ratings actions taken by the major rating agencies with respect to AIG resulted in corresponding downgrades and ratings actions being taken with respect to the Company's ratings. There can be no assurance that such ratings agencies will not take further action with respect to such ratings. Accordingly, we can give no assurance that any further changes in circumstances for AIG will not impact us. Guarantee of Insurance Obligations Insurance obligations under contracts issued by the Company are guaranteed by American Home, an aÇliate of the Company. Insurance obligations include, without limitation, contract value invested in any available Fixed Accounts, death beneÑts, living beneÑts and income options. The guarantee does not guarantee contract value or the investment performance of the Variable Portfolios available under the contracts. The guarantee provides that the Company's contract owners can enforce the guarantee directly. The Company expects that the American Home guarantee will be terminated within the next year. However, the insurance obligations on contracts issued prior to termination of the American Home guarantee would continue to be covered, including obligations arising from Purchase Payments received after termination, until satisÑed in full. American Home is a stock property-casualty insurance company incorporated under the laws of the State of New York on February 7, 1899. American Home's principal executive oÇce is located at 70 Pine Street, New York, New York 10270. American Home is licensed in all 50 states of the United States and the District of Columbia, as well as certain foreign jurisdictions, and engages in a broad range of insurance and reinsurance activities. American Home is a wholly owned subsidiary of AIG.

THE SEPARATE ACCOUNT

The Company established the Separate Account, Variable Separate Account, under Arizona law on January 1, 1996 when it assumed the Separate Account, originally established under California law on June 25, 1981. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended. The Company owns the assets in the Separate Account. However, the assets in the Separate Account are not chargeable with liabilities arising out of any other business conducted by the Company. Income gains and losses (realized and unrealized) resulting from assets in the Separate Account are credited to or charged against the Separate Account without regard to other income gains or losses of the Company.

REGISTRATION STATEMENTS

Registration statements under the Securities Act of 1933, as amended, related to the contracts oÅered by this prospectus are on Ñle with the SEC. This prospectus does not contain all of the information contained in the registration statements and exhibits. For further information regarding the Separate Account, the Company and its general account, the Variable Portfolios and the contract, please refer to the registration statements and exhibits.

THE GENERAL ACCOUNT

Money allocated to any Fixed Accounts goes into the Company's general account. The general account consists of all of the company's assets other than assets attributable to a Separate Account. All of the assets in the general account are chargeable with the claims of any of the Company's contract holders as well as all of its creditors. The general account funds are invested as permitted under state insurance laws. The Company has a support agreement in eÅect between the Company and its ultimate parent company, AIG, and the Company's insurance policy obligations are guaranteed by American Home Assurance Company (""American Home''), a subsidiary of AIG. See the Statement of Additional Information for more information regarding these arrangements.

PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT Payments to Broker-Dealers

Registered representatives of broker-dealers sell the contract. We pay commissions to the broker-dealers for the sale of your contract (""Contract Commissions''). There are diÅerent structures by which a broker-dealer can choose to have their Contract Commissions paid. For example, as one option, we 35

may pay upfront Contract Commission only, that may be up to a maximum 7.0% of each Purchase Payment you invest (which may include promotional amounts). Another option may be a lower upfront Contract Commission on each Purchase Payment, with a trail commission of up to a maximum 1.50% of contract value annually. Generally, the higher the upfront commissions, the lower the trail and vice versa. We pay Contract Commissions directly to the brokerdealer with whom your registered representative is aÇliated. Registered representatives may receive a portion of these amounts we pay in accordance with any agreement in place between the registered representative and his/her brokerdealer Ñrm. We may pay broker-dealers support fees in the form of additional cash or non-cash compensation. These payments may be intended to reimburse for speciÑc expenses incurred or may be based on sales, certain assets under management, longevity of assets invested with us or a Öat fee. These payments may be consideration for, among other things, product placement/preference, greater access to train and educate the Ñrm's registered representatives about our products, our participation in sales conferences and educational seminars and allowing broker-dealers to perform due diligence on our products. The amount of these fees may be tied to the anticipated level of our access in that Ñrm. We enter into such arrangements in our discretion and we may negotiate customized arrangements with Ñrms, including aÇliated and non-aÇliated broker-dealers based on various factors. We do not deduct these amounts directly from your Purchase Payments. We anticipate recovering these amounts from the fees and charges collected under the contract. Contract commissions and other support fees may inÖuence the way that a broker-dealer and its registered representatives market the contracts and service customers who purchase the contracts and may inÖuence the brokerdealer and its registered representatives to present this contract over others available in the market place. You should discuss with your broker-dealer and/or registered representative how they are compensated for sales of a contract and/or any resulting real or perceived conÖicts of interest. AIG SunAmerica Capital Services, Inc., Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992, distributes the contracts. AIG SunAmerica Capital Services, an aÇliate of the Company, is a registered broker-dealer under the Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. No underwriting fees are retained in connection with the distribution of the contracts.

services related to the availability of the Underlying Funds in the contract. We receive such payments in connection with each of the Trusts available in this Contract with the exception of AFIS. Such amounts received from our aÇliate, AIG SAAMCo, are paid pursuant to a proÑt sharing agreement and are not expected to exceed 0.50% annually based on assets under management. Furthermore, certain investment advisers and/or subadvisers may help oÅset the costs we incur for training to support sales of the Underlying Funds in the contract.

ADMINISTRATION

We are responsible for the administrative servicing of your contract. Please contact our Annuity Service Center at (800) 445-SUN2, if you have any comment, question or service request. We send out transaction conÑrmations and quarterly statements. During the Accumulation Phase, you will receive conÑrmation of transactions within your contract. Transactions made pursuant to contractual or systematic agreements, such as dollar cost averaging, may be conÑrmed quarterly. Purchase Payments received through the automatic payment plan or a salary reduction arrangement, may also be conÑrmed quarterly. For all other transactions, we send conÑrmations immediately. It is your responsibility to review these documents carefully and notify us of any inaccuracies immediately. We investigate all inquiries. To the extent that we believe we made an error, we retroactively adjust your contract, provided you notify us within 30 days of receiving the transaction conÑrmation or quarterly statement. Any other adjustments we deem warranted are made as of the time we receive notice of the error.

LEGAL PROCEEDINGS

There are no pending legal proceedings aÅecting the Separate Account. The Company and its subsidiaries are parties to various kinds of litigation incidental to their respective business operations. In management's opinion, these matters are not material in relation to the Ñnancial position of the Company with the exception of the matter disclosed below. A purported class action captioned Nitika Mehta, as Trustee of the N.D. Mehta Living Trust vs. AIG SunAmerica Life Assurance Company, Case 04L0199, was Ñled on April 5, 2004 in the Circuit Court, Twentieth Judicial District in St. Clair County, Illinois. The action has been transferred to and is currently pending in the United States District Court for the District of Maryland, Case No. 04-md-15863, as part of a Multi-District Litigation proceeding. The lawsuit alleges certain improprieties in conjunction with alleged market timing activities. The probability of any particular outcome cannot be reasonably estimated at this time. On February 9, 2006, AIG announced that is has reached a resolution of claims and matters under investigation with the United States Department of Justice (""DOJ''), the 36

Payments We Receive

In addition to amounts received pursuant to established 12b-1 Plans from the Underlying Funds, we receive compensation of up to 0.50% annually based on assets under management from certain Trusts' investment advisers or their aÇliates for

Securities & Exchange Commission, (""SEC''), Department of Justice (""DOJ''), the OÇce of the New York Attorney General and the New York State Department of Insurance (""NYAG and DOI''). The settlements resolved outstanding litigation Ñled by the SEC, NYAG and DOI against AIG and conclude negotiations with these authorities and the DOJ in connection with the accounting, Ñnancial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. As a result of the settlement, the Company obtained temporary permission form the SEC to continue to serve as a depositor for separate accounts. The Company expects that permanent permission to be forthcoming, as the SEC has granted this type of relief to others in the past in similar circumstances. There is no assurance that permanent permission will be granted, however.

Form 10-K for the year ended December 31, 2005, File No. 001-08787, Ñled on March 16, 2006, in reliance on the report (which contains an adverse opinion on the eÅectiveness of internal control over Ñnancial reporting) of PricewaterhouseCoopers LLP, an independent registered public accounting Ñrm, given on the authority of said Ñrm as experts in auditing and accounting. The Company and AIG are subject to the informational requirements of the Exchange Act. The Company and AIG Ñle reports and other information with the SEC to meet those requirements. AIG and the Company Ñle this information electronically pursuant to EDGAR, and it is available to the public through the SEC's website at http://www.sec.gov. You can also inspect and copy this information at SEC public facilities at the following locations: Washington, District of Columbia 100 F. Street, N.E., Room 1580 Washington, DC 20549 Chicago, Illinois 175 W. Jackson Boulevard Chicago, IL 60604 New York, New York 3 World Financial, Room 4300 New York, NY 10281 To obtain copies by mail contact the Washington, D.C. location. After you pay the fees as prescribed by the rules and regulations of the SEC, the required documents are mailed. The Company will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of the above documents incorporated by reference. Requests for these documents should be directed to the Company's Annuity Service Center, as follows: AIG SunAmerica Life Assurance Company Annuity Service Center P.O. Box 54299 Los Angeles, California 90054-0299 Telephone Number: (800) 445-SUN2 The Ñnancial statements of the Company, the Separate Account and American Home can be found in the Statement of Additional Information (""SAI''). You may obtain a free copy of this SAI if you contact our Annuity Service Center at 800-445-SUN2.

FINANCIAL STATEMENTS

AIG Support Agreement AIG has entered into a support agreement with the Company under which AIG has agreed to cause the Company to maintain a minimum net worth and liquidity to meet its policy obligations. The support agreement requires AIG to make payments solely to the Company and not to the policyholders. Under no circumstance can a policyholder proceed directly against AIG for payment on its own behalf; all actions under the support agreements must be brought by the Company, or if the Company fails to enforce its rights, by a policyholder on behalf of the Company. Where You Can Find More Information The SEC allows us to ""incorporate by reference'' some of the information the Company and AIG Ñles with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus. We incorporate by reference the consolidated Ñnancial statements (including notes and Ñnancial statement schedules thereto) and management's assessment of the eÅectiveness of internal control over Ñnancial reporting (which is included in Management's Report on Internal Control Over Financial Reporting) of AIG included in AIG's Annual Report on

37

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Additional information concerning the operations of the Separate Account is contained in the Statement of Additional Information, which is available without charge upon written request. Please use the request form at the back of this prospectus and send it to our Annuity Service Center at P.O. Box 54299, Los Angeles, California 90054-0299 or by calling (800) 445-SUN2. The contents of the SAI are listed below. Separate Account ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ American Home Assurance CompanyÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ General Account ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Support Agreement Between the Company and AIG ÏÏ Performance Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income Payments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income Protector ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Annuity Unit Values ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Death BeneÑt Options for Contracts Issued Before October 24, 2001 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Death BeneÑt Options for Contracts Issued Between October 24, 2001 and June 1, 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Death BeneÑts following Spousal Continuation for Contracts Issued between October 24, 2001 and June 1, 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ TaxesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Distribution of Contracts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3 3 3 4 4 8 9 9 12 14 14 15 20 20

38

APPENDIX A - CONDENSED FINANCIALS

Inception to 12/31/02 Fiscal Year Ended 12/31/03 Fiscal Year Ended 12/31/04 Fiscal Year Ended 12/31/05

ANCHOR SERIES TRUST Ì CLASS 3 SHARES Asset Allocation (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$16.137 (b)$16.137 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.887 (b)$16.891 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,003 (b)3,344 Capital Appreciation (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$24.182 (b)$24.182 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$25.794 (b)$25.757 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)5,223 (b)6,392 Government and Quality Bond (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.370 (b)$16.370 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.472 (b)$16.437 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)25,155 (b)11,301 Growth (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$19.417 (b)$19.417 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$20.848 (b)$20.812 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)5,529 (b)4,179 Natural Resources (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.753 (b)$13.753 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$15.272 (b)$15.232 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)11 (b)206 SUNAMERICA SERIES TRUST Ì CLASS 3 SHARES Aggressive Growth (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.011 (b)$10.011 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.077 (b)$10.044 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)15 (b)2,951 Alliance Growth (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$21.881 (b)$21.881 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$21.940 (b)$21.898 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2,961 (b)1,192 Blue Chip Growth (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$4.530 (b)$4.530 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$4.659 (b)$4.648 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2,553 (b)840 Cash Management (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.025 (b)$13.025 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.018 (b)$12.993 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)10,725 (b)14,522 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus.

$16.887 $16.891 $20.421 $20.329 23,493 5,847 $25.794 $25.757 $33.529 $33.333 112,395 33,168 $16.472 $16.437 $16.588 $16.480 508,662 111,382 $20.848 $20.812 $26.615 $26.450 78.215 27,219 $15.272 $15.232 $22.162 $22.010 4,303 468

(a)$20.421 (b)$20.329 (a)$22.135 (b)$21.936 (a)83,655 (b)22,011 (a)$33.529 (b)$33.333 (a)$35.945 (b)$35.575 (a)611,914 (b)116,883

$22.135 $21.936 $22.828 $22.521 141,780 20,819 $35.945 $35.575 $39.429 $38.848 1,063,496 163,098

(a)$16.588 $16.854 (b)$16.480 $16.668 (a)$16.854 $16.995 (b)$16.668 $16.733 (a)1,474,006 2,592,209 (b)276,030 366,279 (a)$26.615 (b)$26.450 (a)$28.987 (b)$28.679 (a)353,397 (b)75,432 (a)$22.162 (b)$22.010 (a)$27.232 (b)$26.927 (a)56,948 (b)10,813 $28.987 $28.679 $30.508 $30.048 628,912 99,808 $27.232 $26.927 $39.093 $38.482 154,989 34,986

$10.077 $10.044 $12.720 $12.618 9,125 3,476 $21.940 $21.898 $27.122 $26.950 42,581 23,501 $4.659 $4.648 $5.769 $5.732 28,163 2,662 $13.018 $12.993 $12.878 $12.795 199,592 178,114

(a)$12.720 (b)$12.618 (a)$14.595 (b)$14.415 (a)42,664 (b)29,103 (a)$27.122 (b)$26.950 (a)$28.764 (b)$28.454 (a)244,408 (b)55,721 (a)$5.769 (b)$5.732 (a)$5.965 (b)$5.900 (a)108,190 (b)22,413 (a)$12.878 (b)$12.795 (a)$12.756 (b)$12.617 (a)934,948 (b)97,826

$14.595 $14.415 $15.591 $15.329 97,497 41,608 $28.764 $28.454 $32.957 $32.454 440,858 75,315 $5.965 $5.900 $6.009 $5.917 159,682 31,053 $12.756 $12.617 $12.882 $12.684 1,315,172 122,805

A-1

Inception to 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

Corporate Bond (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$14.394 (b)$14.394 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$14.704 (b)$14.725 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)3,690 (b)1,695 Davis Venture Value (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$20.108 (b)$20.108 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$21.460 (b)$21.425 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)16,558 (b)5,061 ""Dogs'' of Wall Street (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.149 (b)$8.149 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.902 (b)$8.887 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2,695 (b)1,182 Emerging Markets (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$5.486 (b)$5.486 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$5.958 (b)$5.951 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)27 (b)676 Federated American Leaders (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$11.895 (b)$11.895 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$12.912 (b)$12.849 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)80 (b)13 Foreign Value (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.970 (b)$8.970 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$9.407 (b)$9.387 Ending Number of AUVs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)22,862 (b)6,640 Global Bond (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.095 (b)$16.095 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.324 (b)$16.270 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)400 (b)254 Global Equities (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$11.708 (b)$11.708 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$12.546 (b)$12.523 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)221 (b)127 Goldman Sachs Research (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$4.675 (b)$4.675 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$5.058 (b)$5.054 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2,153 (b)319 Growth-Income (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$20.102 (b)$20.102 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$20.787 (b)$20.751 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)3,510 (b)3,892 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus.

$14.704 $14.725 $16.174 $16.124 169,147 29,139 $21.460 $21.425 $28.069 $27.899 148,924 48,397 $8.902 $8.887 $10.500 $10.431 104,430 3,152 $5.958 $5.951 $8.933 $8.879 11,853 1,324 $12.912 $12.849 $16.184 $15.979 69,514 7,288 $9.407 $9.387 $12.463 $12.382 220,157 87,063 $16.324 $16.270 $16.611 $16.482 55,290 5,351 $12.546 $12.523 $15.584 $15.488 22,810 1,950 $5.058 $5.054 $6.224 $6.192 8,495 460 $20.787 $20.751 $25.658 $25.497 15,886 5,990

(a)$16.174 (b)$16.124 (a)$16.975 (b)$16.848 (a)749,579 (b)104,194 (a)$28.069 (b)$27.899 (a)$31.304 (b)$30.975 (a)689,137 (b)148,711 (a)$10.500 (b)$10.431 (a)$11.309 (b)$11.186 (a)234,152 (b)47,202 (a)$8.933 (b)$8.879 (a)$10.934 (b)$10.821 (a)133,236 (b)197,354 (a)$16.184 (b)$15.979 (a)$17.475 (b)$17.177 (a)400,147 (b)41,250

$16.975 $16.848 $16.995 $16.792 1,370,729 150,366 $31.304 $30.975 $34.019 $33.511 1,286,024 205,365 $11.309 $11.186 $10.807 $10.641 173,924 38,957 $10.934 $10.821 $14.738 $14.520 345,128 222,050 $17.475 $17.177 $17.970 $17.585 670,284 51,822

(a)$12.463 $14.701 (b)$12.382 $14.541 (a)$14.701 $15.918 (b)$14.541 $15.673 (a)1,102,222 2,133,040 (b)266,370 340,392 (a)$16.611 (b)$16.482 (a)$16.968 (b)$16.761 (a)140,782 (b)28,911 (a)$15.584 (b)$15.488 (a)$17.129 (b)$16.949 (a)103,807 (b)18,553 (a)$6.224 (b)$6.192 (a)$6.910 (b)$6.851 (a)39,067 (b)581 (a)$25.658 (b)$25.497 (a)$28.116 (b)$27.815 (a)91,174 (b)14,855 $16.968 $16.761 $17.435 $17.144 247,595 41,929 $17.129 $16.949 $19.485 $19.194 193,325 24,648 $6.910 $6.851 $7.034 $6.946 71,449 1,363 $28.116 $27.815 $29.613 $29.164 101,052 17,576

A-2

Inception to 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

Growth Opportunities (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$3.230 (b)$3.230 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$3.435 (b)$3.426 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)3,018 (b)46 High-Yield Bond (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.951 (b)$10.951 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$11.586 (b)$11.556 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)714 (b)1,431 International DiversiÑed Equities (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.995 (b)$6.995 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$7.170 (b)$7.158 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)6,735 (b)6,666 International Growth and Income (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.000 (b)$8.000 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.330 (b)$8.329 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)3,894 (b)3,716 MFS Massachusetts Investors Trust (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$14.084 (b)$14.084 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$14.930 (b)$14.903 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)4,255 (b)1,058 MFS Mid-Cap Growth (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.525 (b)$6.525 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.965 (b)$6.952 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)11,688 (b)3,867 MFS Total Return (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$18.961 (b)$18.961 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$19.853 (b)$19.789 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)9,719 (b)3,411 Putnam Growth: Voyager (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.178 (b)$13.178 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.785 (b)$13.709 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)930 (b)11 Real Estate (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$11.543 (b)$11.543 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$11.836 (b)$11.827 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,002 (b)2,360 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus.

$3.435 $3.426 $4.557 $4.492 15,716 1,328 $11.586 $11.556 $14.978 $14.862 108,391 43,508 $7.170 $7.158 $9.286 $9.229 148,898 85,430 $8.330 $8.329 $11.204 $11.155 81,478 24,616 $14.930 $14.903 $17.969 $17.857 35,251 11,673 $6.965 $6.952 $9.392 $9.333 150,416 45,327 $19.853 $19.789 $22.797 $22.623 98,897 43,520 $13.785 $13.709 $16.795 $16.458 12,618 2,309 $11.836 $11.827 $16.050 $15.963 37,684 7,286

(a)$4.557 (b)$4.492 (a)$4.753 (b)$4.666 (a)30,848 (b)33,842 (a)$14.978 (b)$14.862 (a)$17.285 (b)$17.073 (a)253,779 (b)71,943 (a)$9.286 (b)$9.229 (a)$10.629 (b)$10.516 (a)880,413 (b)233,937 (a)$11.204 (b)$11.155 (a)$13.305 (b)$13.187 (a)371,957 (b)47,062 (a)$17.969 (b)$17.857 (a)$19.749 (b)$19.538 (a)140,744 (b)33,298 (a)$9.392 (b)$9.333 (a)$10.528 (b)$10.415 (a)441,435 (b)117,679 (a)$22.797 (b)$22.623 (a)$24.931 (b)$24.630 (a)607,636 (b)124,731 (a)$16.795 (b)$16.458 (a)$17.326 (b)$16.900 (a)14,403 (b)3,564 (a)$16.050 (b)$15.963 (a)$21.219 (b)$21.012 (a)133,136 (b)28,988

$4.753 $4.666 $5.027 $4.913 77,463 33,287 $17.285 $17.073 $18.488 $18.178 275,269 75,510 $10.629 $10.516 $11.883 $11.703 1,679,283 290,276 $13.305 $13.187 $14.940 $14.741 513,493 48,823 $19.749 $19.538 $20.902 $20.586 240,367 44,115 $10.528 $10.415 $10.672 $10.511 740,827 141,318 $24.931 $24.630 $25.240 $24.824 1,043,723 170,374 $17.326 $16.900 $18.055 $17.532 30,616 2,868 $21.219 $21.012 $23.619 $23.284 245,038 57,895

A-3

Inception to 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

Small & Mid Cap Value (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$9.180 (b)$9.180 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.122 (b)$10.100 Ending Number of AUVs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)10,970 (b)11,296 Small Company Value (Inception Date Ì 5/1/06) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ N/A Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Balanced (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ N/A N/A

$10.122 $10.100 $13.588 $13.498 170,268 56,714 N/A N/A N/A

(a)$13.588 (b)$13.498 (a)$15.770 (b)$15.595 (a)801,687 (b)186,871 N/A N/A N/A

$15.770 $15.595 $16.432 $16.176 1,462,013 229,095 N/A N/A N/A

(a)$12.518 (b)$12.518 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$12.509 (b)$12.488 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,187 (b)904 Technology (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$1.432 (b)$1.432 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$1.716 (b)$1.714 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)41,215 (b)4,246 AMERICAN FUNDS INSURANCE SERIES Ì CLASS 2 SHARES American Funds Global Growth (Inception Date - 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.000 (b)$10.000 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.949 (b)$10.933 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,759 (b)5,946 American Funds Growth (Inception Date - 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.000 (b)$10.000 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.884 (b)$10.872 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)18,592 (b)15,567 American Funds Growth-Income (Inception Date - 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.000 (b)$10.000 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.884 (b)$10.865 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)17,313 (b)19,216 LORD ABBETT SERIES FUND, INC. Ì CLASS VC SHARES Lord Abbett Growth and Income (Inception Date - 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$7.486 (b)$7.447 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.180 (b)$8.101 Ending Number of AUVs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)660 (b)1,227 COLUMBIA FUNDS VARIABLE INSURANCE TRUST I Ì CLASS B SHARES (formerly Nations Separate Account Trust) Columbia High Yield Variable Series* (Inception Date Ì 9/30/02) (formerly Nations High Yield) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$9.364 (b)$9.348 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.162 (b)$10.134 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)4,034 (b)5,945 * Class A shares (no 12b-1 fee). AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus.

$12.509 $12.488 $14.149 $14.060 22,990 1,156 $1.716 $1.714 $2.544 $2.529 89,460 21,043

(a)$14.149 (b)$14.060 (a)$14.844 (b)$14.683 (a)98,255 (b)10,163 (a)$2.544 (b)$2.529 (a)$2.436 (b)$2.410 (a)344,000 (b)96,578

$14.844 $14.683 $14.860 $14.633 134,171 9,291 $2.436 $2.410 $2.388 $2.352 508,314 122,551

$10.949 $10.933 $14.590 $14.503 110,089 39,615 $10.884 $10.872 $14.667 $14.585 257,126 86,419 $10.884 $10.865 $14.197 $14.110 354,757 122,079

(a)$14.590 (b)$14.503 (a)$16.310 (b)$16.140 (a)661,228 (b)125,700

$16.310 $16.140 $18.325 $18.053 1,310,354 167,732

(a)$14.667 $16.252 (b)$14.585 $16.089 (a)$16.252 $18.599 (b)$16.089 $18.330 (a)1,297,514 2,379,792 (b)279,778 409,702 (a)$14.197 $15.434 (b)$14.110 $15.271 (a)$15.434 $16.088 (b)$15.271 $15.847 (a)1,506,194 2,416,483 (b)325,264 425,940

$8.180 $8.101 $10.556 $10.408 84,269 22,532

(a)$10.556 (b)$10.408 (a)$11.713 (b)$11.497 (a)407,761 (b)99,359

$11.713 $11.497 $11.911 $11.639 734,624 142,010

$10.162 $10.134 $13.134 $13.038 202,591 16,459

(a)$13.134 (b)$13.038 (a)$14.412 (b)$14.242 (a)515,144 (b)54,442

$14.412 $14.242 $14.500 $14.265 646,666 110,888

A-4

Inception to 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

(a)$7.389 (b)$7.383 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$7.184 (b)$7.171 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)11,344 (b)16,480 VAN KAMPEN LIFE INVESTMENT TRUST Ì CLASS II SHARES Van Kampen LIT Comstock (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$7.347 (b)$7.283 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.155 (b)$8.075 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)15,234 (b)6,342 Van Kampen LIT Emerging Growth (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$7.223 (b)$7.215 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.997 (b)$6.982 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)367 (b)376 Van Kampen LIT Growth and Income (Inception Date Ì 9/30/02) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.149 (b)$8.204 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$8.791 (b)$8.840 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)15,096 (b)11,770

Inception to 12/31/01 Fiscal Year Ended 12/31/02

Columbia Marsico Focused Equities Variable Series (Inception Date Ì 9/30/02) (formerly Nations Marsico Focused Equities) Beginning AUVÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

$7.184 $7.171 $9.418 $9.358 259,474 53,353

(a)$9.418 $10.329 (b)$9.358 $10.217 (a)$10.329 $11.222 (b)$10.217 $11.051 (a)1,049,795 1,948,338 (b)139,545 269,227

$8.155 $8.075 $10.504 $10.354 195,289 42,490 $6.997 $6.982 $8.755 $8.697 26,989 3,276 $8.791 $8.840 $11.056 $11.068 205,358 86,024

Fiscal Year Ended 12/31/03

(a)$10.504 (b)$10.354 (a)$12.149 (b)$11.922 (a)801,426 (b)207,957 (a)$8.755 (b)$8.697 (a)$9.208 (b)$9.105 (a)78,093 (b)28,390

$12.149 $11.922 $12.458 $12.170 1,691,779 345,802 $9.208 $9.105 $9.762 $9.609 180,832 44,055

(a)$11.056 $12.428 (b)$11.068 $12.385 (a)$12.428 $13.431 (b)$12.385 $13.324 (a)1,010,305 2,107,445 (b)242,735 350,323

Fiscal Year Ended 12/31/04 Fiscal Year Ended 12/31/05

ANCHOR SERIES TRUST Ì CLASS 2 SHARES* Asset Allocation (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$18.216 $18.608 $16.920 $20.478 $22.218 (b)$18.216 $18.608 $16.849 $20.302 $21.928 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$18.608 $16.920 $20.478 $22.218 $22.936 (b)$18.608 $16.849 $20.302 $21.928 $22.535 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 25,718 46,563 35,064 27,301 (b)526 36,786 49,872 52,095 44,526 Capital Appreciation (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$31.600 $34.208 $26.013 $33.836 $36.307 (b)$31.600 $34.332 $25.990 $33.653 $35.949 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$34.208 $26.013 $33.836 $36.307 $39.864 (b)$34.332 $25.990 $33.653 $35.949 $39.294 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,400 63,160 95,319 90,150 70,968 (b)270 49,438 49,851 48,681 38,218 Government and Quality Bond (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$15.667 $15.350 $16.495 $16.631 $16.913 (b)$15.667 $15.353 $16.433 $16.494 $16.699 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$15.350 $16.495 $16.631 $16.913 $17.071 (b)$15.353 $16.433 $16.494 $16.699 $16.780 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)158 277,287 324,172 300,173 228,827 (b)1 109,725 121,397 120,621 107,458 Growth (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$25.903 $27.236 $20.848 $26.638 $29.040 (b)$25.903 $27.273 $20.814 $26.475 $28.733 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$27.236 $20.848 $26.638 $29.040 $30.594 (b)$27.273 $20.814 $26.475 $28.733 $30.134 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,183 41,925 55,138 54,184 46,945 (b)0 15,258 17,080 21,189 16,396 Natural Resources (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.286 $14.375 $15.326 $22.263 $27.379 (b)$13.286 $14.375 $15.263 $22.073 $27.024 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$14.375 $15.326 $22.263 $27.379 $39.341 (b)$14.375 $15.263 $22.073 $27.024 $38.657 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 26,238 19,444 19,737 18,909 (b)1 6,787 5,838 6,362 6,142 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus. * If you purchased your contract on or before September 30, 2002, Class 2 shares (0.15% 12b-1 fees) of Anchor Series Trust and SunAmerica Series Trust are oÅered in your contract, instead of Class 3 shares.

A-5

Inception to 12/31/01

Fiscal Year Ended 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

SUNAMERICA SERIES TRUST Ì CLASS 2 SHARES* Aggressive Growth (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$12.957 $13.627 $10.092 $12.750 $14.643 (b)$12.957 $13.656 $10.074 $12.670 $14.486 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.627 $10.092 $12.750 $14.643 $15.658 (b)$13.656 $10.074 $12.670 $14.486 $15.421 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 13,285 18,611 21,538 17,676 (b)1 3,536 3,358 1,936 2,679 Alliance Growth (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$30.572 $32.462 $21.935 $27.140 $28.811 (b)$30.572 $32.559 $21.900 $26.974 $28.505 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$32.462 $21.935 $27.140 $28.811 $33.044 (b)$32.559 $21.900 $26.974 $28.505 $32.546 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,372 41,032 46,633 40,545 31,380 (b)0 20,475 16,914 17,105 16,981 Blue Chip Growth (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.378 $6.701 $4.662 $5.778 $5.980 (b)$6.378 $6.716 $4.656 $5.745 $5.919 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.701 $4.662 $5.778 $5.980 $6.030 (b)$6.716 $4.656 $5.745 $5.919 $5.942 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2 47,770 75,885 75,879 73,807 (b)2 6,696 11,552 11,122 4,459 Cash Management (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.073 $13.058 $13.015 $12.886 $12.776 (b)$13.073 $13.085 $13.016 $12.828 $12.654 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.058 $13.015 $12.886 $12.776 $12.915 (b)$13.085 $13.016 $12.828 $12.654 $12.727 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)7,143 178,024 231,783 192,877 138,512 (b)3,386 50,227 42,697 30,732 32,459 Corporate Bond (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$14.184 $13.972 $14.765 $16.255 $17.077 (b)$14.184 $13.986 $14.721 $16.133 $16.872 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.972 $14.765 $16.255 $17.077 $17.115 (b)$13.986 $14.721 $16.133 $16.872 $16.834 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)8,148 95,175 114,921 116,611 88,197 (b)1 41,167 41,821 40,470 36,005 Davis Venture Value (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$24.549 $26.207 $21.459 $28.093 $31.362 (b)$24.549 $26.231 $21.381 $27.865 $30.968 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$26.207 $21.459 $28.093 $31.362 $34.116 (b)$26.231 $21.381 $27.865 $30.968 $33.535 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)3,140 103,326 125,521 125,364 103,856 (b)352 50,575 43,993 48,016 42,358 ""Dogs'' of Wall Street (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$9.223 $9.703 $8.916 $10.525 $11.348 (b)$9.223 $9.731 $8.909 $10.469 $11.237 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$9.703 $8.916 $10.525 $11.348 $10.855 (b)$9.731 $8.909 $10.469 $11.237 $10.700 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)528 26,346 29,415 24,103 17,089 (b)1 21,475 21,541 21,625 13,700 Emerging Markets (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$5.752 $6.535 $5.967 $8.956 $10.971 (b)$5.752 $6.545 $5.953 $8.894 $10.847 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.535 $5.967 $8.956 $10.971 $14.804 (b)$6.545 $5.953 $8.894 $10.847 $14.570 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2 18,227 25,229 23,359 29,029 (b)2 21,840 18,312 22,520 18,128 Federated American Leaders (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$15.445 $16.380 $12.924 $16.215 $17.524 (b)$15.445 $16.393 $12.876 $16.083 $17.303 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.380 $12.924 $16.215 $17.524 $18.039 (b)$16.393 $12.876 $16.083 $17.303 $17.730 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)4,275 47,625 47,622 49,117 43,585 (b)599 15,411 15,510 13,153 7,737 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus. * If you purchased your contract on or before September 30, 2002, Class 2 shares (0.15% 12b-1 fees) of Anchor Series Trust and SunAmerica Series Trust are oÅered in your contract, instead of Class 3 shares.

A-6

Inception to 12/31/01

Fiscal Year Ended 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

Foreign Value (Inception Date Ì 8/1/02) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ending Number of AUVs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Bond (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

n/a n/a n/a

$10.000 $10.000 $9.405 $9.327 19,415 14 $15.662 $15.714 $16.321 $16.308 24,641 12,671 $17.477 $17.542 $12.570 $12.579 30,066 5,870 $7.171 $7.191 $5.072 $5.066 33,542 15,810 $26.800 $26.801 $20.783 $20.694 43,524 26,404 $5.813 $5.826 $3.443 $3.429 16,216 8,346 $12.506 $12.531 $11.584 $11.565 58,767 97,408 $10.216 $10.219 $7.171 $7.160 34,524 17,354 $10.751 $10.778 $8.364 $8.374 55,112 22,712 $19.217 $19.262 $14.933 $14.940 18,392 9,090

$9.405 $9.327 $12.469 $12.224 47,040 664 $16.321 $16.308 $16.621 $16.534 33,363 13,928 $12.570 $12.579 $15.638 $15.579 32,591 5,040 $5.072 $5.066 $6.247 $6.211 34,027 16,110 $20.783 $20.694 $25.679 $25.454 50,386 27,774 $3.443 $3.429 $4.570 $4.531 39,571 12,734 $11.584 $11.565 $14.990 $14.883 59,297 96,293 $7.171 $7.160 $9.290 $9.236 46,628 15,988 $8.364 $8.374 $11.262 $11.221 89,903 24,965 $14.933 $14.940 $17.988 $17.915 22,784 6,749

$12.469 $12.224 $14.721 $14.372 51,128 5,424 $16.621 $16.534 $16.994 $16.829 39,253 13,672 $15.638 $15.579 $17.205 $17.063 29,215 4,824 $6.247 $6.211 $6.943 $6.872 32,426 17,462 $25.679 $25.454 $28.166 $27.794 47,199 24,779 $4.570 $4.531 $4.772 $4.710 23,452 8,570 $14.990 $14.883 $17.316 $17.101 57,613 89,939 $9.290 $9.236 $10.643 $10.533 46,913 21,144 $11.262 $11.221 $13.386 $13.277 95,170 28,966 $17.988 $17.915 $19.788 $19.619 25,139 6,823

$14.721 $14.372 $15.954 $15.507 47,091 13,844 $16.994 $16.829 $17.480 $17.231 34,131 10,983 $17.205 $17.063 $19.591 $19.343 30,349 4,913 $6.943 $6.872 $7.074 $6.970 16,652 12,856 $28.166 $27.794 $29.694 $29.171 34,537 23,193 $4.772 $4.710 $5.052 $4.964 17,526 8,454 $17.316 $17.101 $18.539 $18.214 38,021 84,584 $10.643 $10.533 $11.910 $11.734 80,610 103,886 $13.386 $13.277 $15.045 $14.856 74,788 22,526 $19.788 $19.619 $20.963 $20.690 21,116 2,597

(a)$16.050 (b)$16.050 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$15.662 (b)$15.714 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2,886 (b)1 Global Equities (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$16.611 (b)$16.611 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$17.477 (b)$17.542 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 (b)1 Goldman Sachs Research (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$6.809 (b)$6.809 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$7.171 (b)$7.191 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)11,941 (b)1 Growth-Income (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$25.859 (b)$25.859 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$26.800 (b)$26.801 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)0 (b)699 Growth Opportunities (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$5.634 (b)$5.634 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$5.813 (b)$5.826 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)2 (b)2 High-Yield Bond (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$12.273 (b)$12.273 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$12.506 (b)$12.531 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 (b)1 International DiversiÑed Equities (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.302 (b)$10.302 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.216 (b)$10.219 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)703 (b)1 International Growth and Income (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.485 (b)$10.485 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.751 (b)$10.778 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)8,558 (b)1 MFS Massachusetts Investors Trust (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$18.720 (b)$18.720 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$19.217 (b)$19.262 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 (b)1 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus.

A-7

Inception to 12/31/01

Fiscal Year Ended 12/31/02

Fiscal Year Ended 12/31/03

Fiscal Year Ended 12/31/04

Fiscal Year Ended 12/31/05

MFS Mid-Cap Growth (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

(a)$11.997 (b)$11.997 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$13.408 (b)$13.425 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)3,308 (b)686 MFS Total Return (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$20.760 (b)$20.760 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$21.220 (b)$21.258 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1,169 (b)0 Putnam Growth: Voyager (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$18.388 (b)$18.388 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$19.070 (b)$19.081 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 (b)503 Real Estate (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$10.404 (b)$10.404 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$11.340 (b)$11.371 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)513 (b)1 Small & Mid Cap Value (Inception Date Ì 8/1/02) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ n/a Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ending Number of AUVs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Balanced (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ n/a n/a

$13.408 $13.425 $6.966 $6.944 132,603 62,119 $21.220 $21.258 $19.857 $19.809 157,265 85,621 $19.070 $19.081 $13.792 $13.742 12,720 9,390 $11.340 $11.371 $11.843 $11.820 44,342 18,194 $10.000 $10.000 $10.120 $10.098 39,021 4,262 $15.005 $15.036 $12.518 $12.495 18,398 31,048 $3.450 $3.455 $1.718 $1.711 42,919 16,457

$6.966 $6.944 $9.402 $9.330 174,593 57,794 $19.857 $19.809 $22.822 $22.664 195,589 91,229 $13.792 $13.742 $16.822 $16.685 12,394 8,021 $11.843 $11.820 $16.072 $15.968 54,727 18,350 $10.120 $10.098 $13.599 $13.509 74,800 6,862 $12.518 $12.495 $14.172 $14.082 27,884 30,500 $1.718 $1.711 $2.548 $2.526 53,642 17,896

$9.402 $9.330 $10.549 $10.421 159,768 59,041 $22.822 $22.664 $24.982 $24.697 183,014 87,323 $16.822 $16.685 $17.371 $17.153 11,880 8,348 $16.072 $15.968 $21.269 $21.037 51,508 18,154 $13.599 $13.509 $15.796 $15.620 77,776 13,662 $14.172 $14.082 $14.881 $14.721 23,811 31,530 $2.548 $2.526 $2.442 $2.409 47,934 13,309

$10.549 $10.421 $10.705 $10.527 117,198 42,856 $24.982 $24.697 $25.316 $24.915 167,277 67,827 $17.371 $17.153 $18.120 $17.811 11,978 7,134 $21.269 $21.037 $23.698 $23.333 41,849 14,088 $15.796 $15.620 $16.475 $16.218 67,159 14,853 $14.881 $14.721 $14.912 $14.685 19,213 22,455 $2.442 $2.409 $2.397 $2.354 28,802 7,901

(a)$14.916 (b)$14.916 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$15.005 (b)$15.036 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)1 (b)1 Technology (Inception Date Ì 11/5/01) Beginning AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$3.220 (b)$3.220 Ending AUV ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)$3.450 (b)$3.455 Ending Number of AUs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (a)11,120 (b)3 AUV Ì Accumulation Unit Value AU Ì Accumulation Units (a) Without election of the enhanced death beneÑt and EstatePlus. (b) With election of the enhanced death beneÑt and EstatePlus.

A-8

APPENDIX B - DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION

The following details the death beneÑt options and EstatePlus beneÑt available upon the Continuing Spouse's death. The death beneÑt we will pay to the new BeneÑciary chosen by the Continuing Spouse varies depending on the death beneÑt option elected by the original owner of the contract, and the age of the Continuing Spouse as of the Continuation Date and Continuing Spouse's date of death. Capitalized terms used in this Appendix have the same meaning as they have in the prospectus. The term ""Continuation Net Purchase Payment'' is used frequently in describing the death beneÑt payable upon a spousal continuation. We deÑne Continuation Net Purchase Payment as Net Purchase Payments made on or after the Continuation Date. For the purpose of calculating Continuation Net Purchase Payments, the amount that equals the contract value on the Continuation Date, including the Continuation Contribution is considered a Purchase Payment. If the Continuing Spouse makes no additional Purchase Payments or withdrawals, the Continuation Net Purchase Payments equals the contract value on the Continuation Date, including the Continuation Contribution. The term ""withdrawals'' as used in describing the death beneÑts is deÑned as withdrawals and the fees and charges applicable to those withdrawals. The Company will not accept Purchase Payments from anyone age 86 or older. Furthermore, the death beneÑt calculations assume that no Purchase Payments are received on or after your 86th birthday. A. Death Benefit Payable Upon Continuing Spouse's Death: 1. Standard Death BeneÑt If the Continuing Spouse is age 82 or younger on the Continuation Date, the death beneÑt will be the greater of: a. Contract value; or b. Continuation Net Purchase Payments. If the Continuing Spouse is age 83-85 on the Continuation Date, the death beneÑt will be the greater of: a. Contract value; or b. The lesser of: (1) Continuation Net Purchase Payments; or (2) 125% of the contract value. If the Continuing Spouse is age 86 and older on the Continuation Date, the death beneÑt is equal to the contract value. 2. Purchase Payment Accumulation Option If the Continuing Spouse is age 74 or younger on the Continuation Date, the death beneÑt will be the greatest of: a. Contract value; or b. Continuation Net Purchase Payments, compounded at 3% annual growth rate, to the earlier of the Continuing Spouse's 75th birthday or date of death, reduced for withdrawals after the 75th birthday in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Continuation Net Purchase Payments received after the Continuing Spouse's 75th birthday; or c. Contract value on the seventh contract anniversary (from the original contract issue date), reduced for withdrawals since the seventh contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Net Purchase Payments received after the seventh contract anniversary. If the Continuing Spouse is age 75-82 on the Continuation Date, the death beneÑt will be the greatest of: a. Contract value; or b. Continuation Net Purchase Payments; or c. Maximum anniversary value on any contract anniversary that occurred after the Continuation Date, but prior to the Continuing Spouse's 83rd birthday. The anniversary value for any year is equal to the contract value on the applicable contract anniversary date, reduced for withdrawals since that contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Continuation Net Purchase Payments received since that anniversary date. If the Continuing Spouse is age 83-85 on the Continuation Date, then the death beneÑt will be the Standard Death BeneÑt described above and the fee for the Purchase Payment Accumulation option will no longer be deducted as of the Continuation Date. If the Continuing Spouse is age 86 or older on the Continuation Date, the death beneÑt is equal to contract value.

B-1

3.

Maximum Anniversary Value Option If the Continuing Spouse is age 82 or younger on the Continuation Date, the death beneÑt will be the greatest of: a. Contract value; or b. Continuation Net Purchase Payments; or c. Maximum anniversary value on any contract anniversary that occurred after the Continuation Date, but prior to the Continuing Spouse's 83rd birthday. The anniversary value for any year is equal to the contract value on the applicable contract anniversary date after the Continuation Date, reduced for withdrawals since that contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Continuation Net Purchase Payments received since that anniversary date.

On the Continuation Date, if the Continuing Spouse is 69 or younger, the table below shows the available EstatePlus beneÑt:

Contract Year of Death EstatePlus Percentage Maximum EstatePlus Amount

Years 0-4 Years 5-9 Years 10°

25% of Earnings 40% of Earnings 50% of Earnings

40% of Continuation Net Purchase Payments 65% of Continuation Net Purchase Payments* 75% of Continuation Net Purchase Payments*

On the Continuation Date, if the Continuing Spouse is between his/her 70th and 81st birthdays, table below shows the available EstatePlus beneÑt:

Contract Year of Death EstatePlus Percentage Maximum EstatePlus Amount

All Contract Years

25% of Earnings

40% of Continuation Net Purchase Payments*

If the Continuing Spouse is age 83-85 on the Continuation Date, the death beneÑt will be the Standard Death BeneÑt described above and the fee for the Maximum Anniversary Value option will not longer be deducted as of the Continuation Date. If the Continuing Spouse is age 86 and older on the Continuation Date or age 90 or older on the date of death, the death beneÑt is equal to contract value. Please see the Statement of Additional Information for a description of the death beneÑt calculations following a Spousal Continuation for contracts issued before June 1, 2004. B. The EstatePlus Benefit Payable Upon Continuing Spouse's Death:

* Purchase Payments received after the 5th anniversary of the Continuation Date must remain in the contract for at least 6 full months to be included as part of the Continuation Net Purchase Payments for the purpose of the Maximum EstatePlus Percentage calculation. What is the Contract Year of Death? Contract Year of Death is the number of full 12-month periods starting on the Continuation Date and ending on the Continuing Spouse's date of death. What is the EstatePlus Benefit? We determine the EstatePlus beneÑt based upon a percentage of earnings, as indicated in the tables above, in the contract at the time of the Continuing Spouse's death. For the purpose of this calculation, earnings are deÑned as (1) minus (2) where (1) equals the contract value on the Continuing Spouse's date of death; (2) equals the Continuation Net Purchase Payment(s). What is the Maximum EstatePlus Benefit? The EstatePlus beneÑt is subject to a maximum dollar amount. The Maximum EstatePlus BeneÑt is equal to a speciÑed percentage of the Continuation Net Purchase Payments, as indicated in the tables above. We reserve the right to modify, suspend or terminate the Spousal Continuation provision (in its entirety or any component) at any time with respect to prospectively issued contracts.

The EstatePlus beneÑt is only available if the original owner elected EstatePlus and the Continuing Spouse is age 80 or younger on the Continuation Date. EstatePlus beneÑt is not payable after the Latest Annuity Date. If the Continuing Spouse had earnings in the contract at the time of his/her death, we will add a percentage of those earnings (the ""EstatePlus Percentage''), subject to a maximum dollar amount (the ""Maximum EstatePlus Percentage''), to the death beneÑt payable. The contract year of death will determine the EstatePlus Percentage and the Maximum EstatePlus BeneÑt. The EstatePlus beneÑt, if any, is added to the death beneÑt payable under the Purchase Payment Accumulation or the Maximum Anniversary option.

B-2

APPENDIX C - POLARIS INCOME REWARDS AND MARKETLOCK EXAMPLES

The following examples demonstrate the operation of the Polaris Income Rewards and MarketLock features: withdrawal of $11,000 prior to the BeneÑt Availability Date. Prior to the withdrawal, your contract value is $110,000. You make no other withdrawals before the BeneÑt Availability Date. Immediately following the withdrawal, your Withdrawal BeneÑt Base is recalculated by Ñrst determining the proportion by which your contract value was reduced by the withdrawal ($11,000/$110,000 · 10%). Next, we reduce your Withdrawal BeneÑt Base by the percentage by which the contract value was reduced by the withdrawal ($100,000 Ó (10% £ 100,000) · $90,000). Since the withdrawal occurred prior to the BeneÑt Availability Date, your Step-Up Amount will be reduced to 30% of your Withdrawal BeneÑt Base ((30% £ $90,000) · $27,000). Therefore, your Stepped-Up BeneÑt Base on the BeneÑt Availability Date equals the Withdrawal BeneÑt Base plus the Step-Up Amount (($90,000 ° $27,000) · $117,000). Your Maximum Annual Withdrawal Amount is 10% of the Withdrawal BeneÑt Base on the BeneÑt Availability Date ($90,000). This equals $9,000. Therefore, you may take withdrawals of up to $9,000 annually over a minimum of 13 years ($117,000/$9,000 · 13). Example 4 ­ Impact of Withdrawals less than or equal to Maximum Annual Withdrawal Amount after the Benefit Availability Date for Polaris Income Rewards: Assume you elect Polaris Income Rewards Option 2 and you invest a single Purchase Payment of $100,000. You make a withdrawal of $7,500 during the Ñrst year after the BeneÑt Availability Date. Because the withdrawal is less than or equal to your Maximum Annual Withdrawal Amount ($10,000), your Stepped-Up BeneÑt Base ($120,000) is reduced by the total dollar amount of the withdrawal ($7,500). Your new Stepped-Up BeneÑt Base equals $112,500. Your Maximum Annual Withdrawal Amount remains $10,000. Your new Minimum Withdrawal Period following the withdrawal is equal to the new Stepped-Up BeneÑt Base divided by your current Maximum Annual Withdrawal Amount, ($112,500/$10,000). Therefore, you may take withdrawals of up to $10,000 over a minimum of 11 years and 3 months. Example 5 ­ Impact of Withdrawals in excess of Maximum Annual Withdrawal Amount after the Benefit Availability Date for Polaris Income Rewards: Assume you elect Polaris Income Rewards Option 2 and you invest a single Purchase Payment of $100,000. Your Withdrawal BeneÑt Base is $100,000 and your Stepped-Up BeneÑt Base is $120,000. You make a withdrawal of $15,000 during the Ñrst year after the BeneÑt Availability Date. Your contract value is $125,000 at the time of the withdrawal.

POLARIS INCOME REWARDS

Example 1 of Polaris Income Rewards: Assume you elect Polaris Income Rewards Option 2 and you invest a single Purchase Payment of $100,000. If you make no additional Purchase Payments and no withdrawals, your Withdrawal BeneÑt Base is $100,000 on the BeneÑt Availability Date. Your Stepped-Up BeneÑt Base equals Withdrawal BeneÑt Base plus the Step-Up Amount ($100,000 ° (20% £ $100,000) · $120,000). Your Maximum Annual Withdrawal Amount as of the BeneÑt Availability Date is 10% of your Withdrawal BeneÑt Base ($100,000 £ 10% · $10,000). The Minimum Withdrawal Period is equal to the Stepped-Up BeneÑt Base divided by the Maximum Annual Withdrawal Amount, which is 12 years ($120,000/$10,000). Therefore, you may take $120,000 in withdrawals of up to $10,000 annually over a minimum of 12 years beginning on or after the BeneÑt Availability Date. Example 2 ­ Impact of Withdrawals prior to the Benefit Availability Date for Polaris Income Rewards Options 1 and 2: Assume you elect Polaris Income Rewards Option 2 and you invest a single Purchase Payment of $100,000. You make a withdrawal of $11,000 prior to the BeneÑt Availability Date. Prior to the withdrawal, your contract value is $110,000. You make no other withdrawals before the BeneÑt Availability Date. Immediately following the withdrawal, your Withdrawal BeneÑt Base is recalculated by Ñrst determining the proportion by which your contract value was reduced by the withdrawal ($11,000/$110,000 · 10%). Next, we reduce your Withdrawal BeneÑt Base by the percentage by which the contract value was reduced by the withdrawal ($100,000 ¿ (10% £ 100,000) · $90,000). Since the Step-Up Amount is zero because a withdrawal was made prior to the BeneÑt Availability Date, your Stepped-Up BeneÑt Base on the BeneÑt Availability Date equals your Withdrawal BeneÑt Base. Therefore, the Stepped-Up BeneÑt Base also equals $90,000. Your Maximum Annual Withdrawal Amount is 10% of the Withdrawal BeneÑt Base on the BeneÑt Availability Date ($90,000). This equals $9,000. Therefore, you may take withdrawals of up to $9,000 annually over a minimum of 10 years ($90,000/$9,000 · 10). Example 3 ­ Impact of Withdrawals prior to the Benefit Availability Date for Polaris Income Rewards Option 3: Assume you elect Polaris Income Rewards Option 3 and you invest a single Purchase Payment of $100,000. You make a C-1

Because the withdrawal is greater than your Maximum Annual Withdrawal Amount ($10,000), we recalculate your Stepped-Up BeneÑt Base ($120,000) by taking the lesser of two calculations. For the Ñrst calculation, we deduct the amount of the withdrawal from the Stepped-Up BeneÑt Base ($120,000 ¿ $15,000 · $105,000). For the second calculation, we deduct the amount of the Maximum Annual Withdrawal Amount from the Stepped-Up BeneÑt Base ($120,000 ¿ $10,000 · $110,000). Next, we calculate the excess portion of the withdrawal ($5,000) and determine the proportion by which the contract value was reduced by the excess portion of the withdrawal ($5,000/$125,000 · 4%). Finally, we reduce $110,000 by that proportion (4%) which equals $105,600. Your Stepped-Up BeneÑt Base is the lesser of these two calculations or $105,000. The Minimum Withdrawal Period following the withdrawal is equal to the Minimum Withdrawal Period at the end of the prior year (12 years) reduced by one year (11 years). Your Maximum Annual Withdrawal Amount is your Stepped-Up BeneÑt Base divided by your Minimum Withdrawal Period ($105,000/11), which equals $9,545.45.

anniversary values and MAV BeneÑt Base values are as follows:

Anniversary Contract Value MAV BeneÑt Base

1st 2nd 3rd 4th 5th

$105,000 $115,000 $107,000 $110,000 $120,000

$105,000 $115,000 $115,000 $115,000 $120,000

MARKETLOCK

Example 1 for MarketLock: Assume you elect MarketLock and you invest a single Purchase Payment of $100,000, and that you make no additional Purchase Payments and no withdrawals before the 1st contract anniversary. Assume that on your 1st contract anniversary, your contract value is $105,000. Your initial MAV BeneÑt Base is equal to 100% of your Eligible Purchase Payments, or $100,000. On your Ñrst contract Anniversary, your MAV BeneÑt Base is equal to the greater of your current MAV BeneÑt Base ($100,000), or your contract value ($105,000), which is $105,000. Your Maximum Annual Withdrawal Amount if you were to start taking withdrawals following your Ñrst contract anniversary is 5% of the BeneÑt Base (5% £ $105,000 · $5,250). The Minimum Withdrawal Period is equal to the MAV BeneÑt Base divided by the Maximum Annual Withdrawal Amount, which is 20 years ($105,000/$5,250). Therefore, as of your 1st contract anniversary, you may take $105,000 in withdrawals of up to $5,250 annually over a minimum of 20 years. However, if the Ñrst withdrawal occurs on or after the older owner's 65th birthday and no withdrawal ever exceeds 5% of each year's MAV BeneÑt Base, then all such withdrawals are guaranteed for the lifetime of the older owner and the Minimum Withdrawal Period does not apply unless lifetime withdrawals are terminated. Example 2 for MarketLock: Assume you elect MarketLock and you invest a single Purchase Payment of $100,000, and that you make no additional Purchase Payments and no withdrawals before the 5th contract anniversary. Assume that your contract

On your 5th anniversary, your contract value is $120,000, and your MAV BeneÑt Base is stepped-up to $120,000. Your Maximum Annual Withdrawal Amount if you were to start taking withdrawals after your 5th contract anniversary is 7% of the MAV BeneÑt Base (7% £ $120,000 · $8,400). The Minimum Withdrawal Period is equal to the MAV BeneÑt Base divided by the Maximum Annual Withdrawal Amount, which is 14.28 years ($120,000/$8,400). Therefore, as of your 5th contract anniversary, you may take $120,000 in withdrawals of up to $8,400 annually over a minimum of 14.28 years. Example 3 ­ Impact of Withdrawals less than or equal to Maximum Annual Withdrawal Amount for MarketLock: Assume you elect MarketLock, and you invest a single Purchase Payment of $100,000 with no additional Purchase Payments and no withdrawals before the 5th contract anniversary, and contract values and MAV BeneÑt Base values as described in Example 2 above. During your 6th contract Year, after your 5th contract anniversary, you make a withdrawal of $4,500. Because the withdrawal is less than or equal to your Maximum Annual Withdrawal Amount ($8,400), your MAV BeneÑt Base ($120,000) is reduced by the total dollar amount of the withdrawal ($4,500). Your new MAV BeneÑt Base equals $115,500. Your Maximum Annual Withdrawal Amount remains $8,400. Your new Minimum Withdrawal Period following the withdrawal is equal to the new MAV BeneÑt Base divided by your current Maximum Annual Withdrawal Amount, ($115,500/$8,400). Therefore, following this Ñrst withdrawal of $4,500, you may take annual withdrawals of up to $8,400 over the next 13 years, plus $6,300 in the last BeneÑt Year. Example 4 ­ Impact of Withdrawals in excess of Maximum Annual Withdrawal Amount for MarketLock: Assume you elect MarketLock, and you invest a single Purchase Payment of $100,000 with no additional Purchase Payments and no withdrawals before the 5th contract anniversary, and contract values and MAV BeneÑt Base values as described in Example 2 above. Also assume that during your 6th contract Year, after your 5th contract anniversary, your contract value is $118,000 and you make a withdrawal of $11,688. Because the withdrawal is greater than your Maximum Annual Withdrawal Amount ($8,400), C-2

this withdrawal includes an Excess Withdrawal. In this case, the amount of the Excess Withdrawal is the total amount of the withdrawal less your Maximum Annual Withdrawal Amount ($11,688 ¿ $8,400), or $3,288. First, we process the portion of your withdrawal that is not the Excess Withdrawal, which is $8,400 from the contract value and the MAV BeneÑt Base. Your contract value after this portion of the withdrawal is $109,600 ($118,000 ¿ $8,400). Your MAV BeneÑt Base after this portion of your withdrawal is $111,600 ($120,000 ¿ $8,400). Next, we recalculate your MAV BeneÑt Base by taking the lesser of two calculations. For the Ñrst calculation, we deduct the amount of the Excess Withdrawal from the MAV BeneÑt Base ($111,600 ¿ $3,288 · $108,312). For the second calculation, we reduce the MAV BeneÑt Base by the proportion by which the contract value was reduced by the Excess Withdrawal ($106,312/$109,600 · 97%), or $111,600 * 97% which equals $108,252. Your MAV BeneÑt Base is the lesser of these two calculations, or $108,252. The Minimum Withdrawal Period following the excess withdrawal is equal to the Minimum Withdrawal Period at the end of the prior year (14.28 years) reduced by one year (13.28 years). Your new Maximum Annual Withdrawal Amount following the excess withdrawal is your MAV BeneÑt Base divided by your Minimum Withdrawal Period ($108,252/13.28), which equals $8,151.51.

C-3

Appendix D ­ State Contract Availability and/or Variations of Certain Features and Benefits

PROSPECTUS PROVISION AVAILABILITY OR VARIATION STATES

Transfer Privilege Administration Charge Capital Protector, Polaris Income Rewards, MarketLock Capital Protector

Any transfer over the limit of 15 will incur a $10 transfer fee. Contract Maintenance Fee is $30. Charge will be deducted pro-rata from variable portfolios only. If Purchase Payments are allocated among Fixed Accounts only, no charge will be deducted. The fee for Capital Protector is as follows: Years 0-7 0.65% Years 8-10 0.30% Years 11° 0.00% Free Look period is 20 days.

Pennsylvania Texas North Dakota Washington Oregon Washington

Free Look

Idaho North Dakota Utah Alaska Arizona California Minnesota Colorado Delaware Georgia Hawaii Idaho Iowa Kentucky Louisiana Massachusetts Michigan Missouri Nebraska Nevada New Hampshire North Carolina Ohio Oklahoma Rhode Island South Carolina Utah Washington West Virginia Oregon Florida New Mexico Oregon Washington

Free Look Free Look Free Look Free Look Free Look

Free Look period is 30 days. If you reside in Arizona and are age 65 or older on your Contract Date, the Free Look period is 30 days If you reside in California and are age 60 or older on your Contract Date, the Free Look period is 30 days. If you cancel your contract during the Free Look period, we return the greater of (1) your Purchase Payments; or (2) the value of your contract. If you cancel your contract during the Free Look period, we return Purchase Payment(s).

Systematic Withdrawal Market Value Adjustment Premium Tax

Minimum withdrawal amount is $250 per withdrawal or the penalty free withdrawal amount. L equal to 0.0025 We do not deduct premium tax charges when you surrender your contract or begin the Income Phase.

D-1

Appendix E -- Market Value Adjustment (``MVA'')

Depending on the issue date of your contract, your contract may oÅer multi-year Fixed Accounts. If you take money out of any available multi-year Fixed Accounts before the guarantee period ends, we may make an adjustment to your contract. We refer to this as a Market Value Adjustment (""MVA''). The MVA does not apply to any available one-year Fixed Accounts. The MVA reÖects any diÅerence in the interest rate environment between the time you placed your money in the multi-year Fixed Accounts and the time when you withdraw or transfer that money. Generally, this adjustment can increase or decrease your contract value or the amount of your withdrawal. If interest rates drop between the time you put your money into a multi-year Fixed Account and the time you take it out, we credit a positive adjustment to your contract. Conversely, if interest rates increase during the same period, we could post a negative adjustment to your contract. You have 30 days after the end of each guarantee period to reallocate your funds without application of any MVA. Regardless of the outcome of the MVA calculation, application of the MVA to any partial or full withdrawal or transfer from the multi-year Fixed Accounts after May 2, 2005, will not result in a negative adjustment to your contract value or the withdrawal amount. Thus, the MVA will not result in a loss of principal or previously credited interest for transactions after May 2, 2005. You will continue to receive any positive adjustment resulting from application of the MVA. The information below applies only if you take money out of multi-year Fixed Accounts before the end of the Guarantee Period. We calculate the MVA by doing a comparison between current rates and the rate being credited to you in the Fixed Accounts. For the current rate we use a rate being oÅered by us for a guarantee period that is equal to the time remaining in the Fixed Accounts from which you seek withdrawal (rounded up to a full number of years). If we are not currently oÅering a guarantee period for that period of time, we determine an applicable rate by using a formula to arrive at a number based on the interest rates currently oÅered for the two closest periods available. Where the MVA is positive, we add the adjustment to your withdrawal amount. If a withdrawal charge applies, it is deducted before the MVA calculation. The MVA is assessed on the amount withdrawn less any withdrawal charges. The MVA is computed by multiplying the amount withdrawn, transferred or taken under an income option by the following factor: ®(1°I/(1°J°L)©N/12 ¿ 1 where: I is the interest rate you are earning on the money invested in the Fixed Account; J is the interest rate then currently available for the period of time equal to the number of years remaining in the term you initially agreed to leave your money in the Fixed Account; N is the number of full months remaining in the term you initially agreed to leave your money in the Fixed Account; and L is 0.005 (Some states require a diÅerent value. Please see your contract.) We do not assess an MVA against withdrawals from an Fixed Account under the following circumstances: , , , , , If a withdrawal or transfer made after May 2, 2005 results in a negative MVA calculation; If a withdrawal or transfer is made within 30 days after the end of a guarantee period; If a withdrawal or transfer is made to pay contract fees and charges; To pay a death beneÑt; and Upon beginning an income option, if occurring on the Latest Annuity Date.

Examples of the MVA The purpose of the examples below is to show how the MVA adjustments are calculated and may not reÖect the Guarantee Periods available or withdrawal charges applicable under your contract. The examples below assume the following: (1) You made an initial Purchase Payment of $10,000 and allocated it to a Fixed Account at a rate of 5%; (2) You make a partial withdrawal of $4,000 at a time when 18 months remain in the term you initially agreed to leave your money in the Fixed Account (N · 18);

E-1

(3) You have not made any other transfers, additional Purchase Payments, or withdrawals; and (4) Your contract was issued in a state where L · 0.005. Positive Adjustment, No Withdrawal Charge Applies Assume that on the date of withdrawal, the interest rate in eÅect for new Purchase Payments in the 1-year Fixed Account is 3.5% and the 3-year Fixed Account is 4.5%. By linear interpolation, the interest rate for the remaining 2 years (18 months rounded up to the next full year) in the contract is calculated to be 4%. No withdrawal charge is reÖected in this example, assuming that the Purchase Payment withdrawn falls within the free withdrawal amount. The MVA factor is · ®(1°I/(1°J°0.005)©N/12 ¿ 1 · ®(1.05)/(1.04°0.005)©18/12 ¿ 1 · (1.004785)1.5 ¿ 1 · 1.007186 ¿ 1 · ° 0.007186 The requested withdrawal amount is multiplied by the MVA factor to determine the MVA: $4,000 £ (°0.007186) · °$28.74 $28.74 represents the positive MVA that would be added to the withdrawal. Positive Adjustment, Withdrawal Charge Applies Assume that on the date of withdrawal, the interest rate in eÅect for new Purchase Payments in the 1-year Fixed Account is 3.5% and the 3-year Fixed Account is 4.5%. By linear interpolation, the interest rate for the remaining 2 years (18 months rounded up to the next full year) in the contract is calculated to be 4%. A withdrawal charge of 6% is reÖected in this example, assuming that the Purchase Payment withdrawn exceeds the free withdrawal amount. The MVA factor is · ®(1°I)/(1°J°0.005)©N/12 ¿ 1 · ®(1.05)/(1.04°0.005)©18/12 ¿ 1 · (1.004785)1.5 ¿ 1 · 1.007186 ¿ 1 · ° 0.007186 The requested withdrawal amount, less the withdrawal charge ($4,000 ¿ 6% · $3,760) is multiplied by the MVA factor to determine the MVA: $3,760 £ (°0.007186) · °$27.02 $27.02 represents the positive MVA that would be added to the withdrawal.

E-2

Please forward a copy (without charge) of the Polaris ChoiceII Variable Annuity Statement of Additional Information to: (Please print or type and Ñll in all information.) Name Address City/State/Zip Date: Signed:

Return to: AIG SunAmerica Life Assurance Company, Annuity Service Center, P.O. Box 54299, Los Angeles, California 90054-0299

PolarisChoice

1-800-445-SUN2 www.aigsunamerica.com

II

Issued by AIG SunAmerica Life Assurance Company 21650 Oxnard Street, Woodland Hills, CA 91367 Distributed by AIG SunAmerica Capital Services, Inc. Harborside Financial Center 3200 Plaza 5, Jersey City, NJ 07311-4992 201-324-6300

R3460PRO.6 (R 5/06)

21650 Oxnard Street Woodland Hills, CA 91367 ADDRESS SERVICE REQUESTED

TRUST PROSPECTUSES

· A MERICAN F UNDS I NSURANCE S ERIES · A NCHOR S ERIES T RUST · L ORD A BBETT S ERIES F UND , I NC . · S UN A MERICA S ERIES T RUST · V AN K AMPEN L IFE I NVESTMENT T RUST

THIS PROSPECTUS IS FOR THE GENERAL INFORMATION OF CONTRACT OWNERS OF THE POLARIS , POLARIS II, POLARIS II A-CLASS, POLARIS II A-CLASS PLATINUM SERIES , POLARIS II PLATINUM SERIES , POLARIS ADVISOR , POLARIS PROTECTOR , AND A NCHOR A DVISOR VARIABLE ANNUITIES . ALL

UNDERLYING PORTFOLIOS AND CLASS SHARES MAY NOT BE AVAILABLE IN ALL PRODUCTS .

THESE

PROSPECTUSES

MUST BE READ IN CONJUNCTION WITH THE CURRENT PROSPECTUS FOR THE RESPECTIVE VARIABLE ANNUITY .

The right choice for the long term

®

American Funds Insurance Series

®

Prospectus

Class 2 shares

May 1, 2006

The Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

American Funds Insurance Series (the "Series") consists of 14 funds, each representing a separate fully managed diversified portfolio of securities. The four funds available in this AIG SunAmerica product are: Global Growth Fund Growth Fund Growth-Income Fund Asset Allocation Fund Shares of the Series are currently offered to insurance company separate accounts funding both variable annuity contracts and variable insurance policies (the "contracts"). Interests of various contract owners participating in the Series may be in conflict. The board of trustees of the Series will monitor for the existence of any material conflicts and determine what action, if any, should be taken. Shares may be purchased or redeemed by the separate accounts without any sales or redemption charges at net asset value. The Series offers three classes of fund shares: Class 1, Class 2 and Class 3 shares. This prospectus offers only Class 2 shares and is for use with the contracts that make Class 2 shares available. The board of trustees may establish additional funds and classes in the future. The investment objective(s) and policies of each fund are discussed below. More information on the funds is contained in the Series' statement of additional information.

American Funds Insurance Series / Prospectus

1

Global Growth Fund

Risk/Return summary

The fund seeks to make your investment grow over time by investing primarily in common stocks of companies located around the world. The fund is designed for investors seeking capital appreciation through stocks. Investors in the fund should have a long-term perspective and be able to tolerate potentially wide price fluctuations. The prices of securities held by the fund may decline in response to certain events, including, for example, those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate fluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss, particularly in the case of smaller capitalization stocks. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent and may also be affected by other issues and events, such as currency controls; different accounting, auditing, financial reporting and legal standards and practices in some countries; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investing in countries with developing economies and/or markets generally involves risks in addition to and greater than those generally associated with investing in developed countries. For instance, developing countries may have less developed legal and accounting systems. The governments of these countries may be more unstable and likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect security prices. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries are also relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid than securities issued in countries with more developed economies or markets. You may lose money by investing in the fund. The likelihood of loss is greater if you invest for a shorter period of time. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.

2

American Funds Insurance Series / Prospectus

Investment results

The following information shows how the fund's investment results have varied from year to year and how the fund's average annual total returns for various periods compare with different broad measures of market performance. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Figures shown reflect fees and expenses associated with an investment in the fund, including any fee waivers and/or expense reimbursements in effect during the period presented, but do not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower.

The fund's highest/lowest quarterly results during this time period were: Highest 41.03% (quarter ended December 31, 1999) Lowest ­20.43% (quarter ended September 30, 2001) The fund's cumulative total return for the three months ended March 31, 2006, was 6.76%. For periods ended December 31, 2005:

MSCI World Index1 Lipper Global Funds Index2

Average annual total returns

Fund

1 year 5 years Lifetime3

1

14.07% 5.10 10.95

10.02% 2.64 6.59

11.89% 2.96 6.99

MSCI World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance. The index consists of 23 developed market country indexes, including the United States. This index is unmanaged and includes reinvested dividends and/or distributions, but does not reflect sales charges, commissions, expenses or taxes. Lipper Global Funds Index is an equally weighted index of funds that invest at least 25% of their portfolios in securities traded outside the United States and may own U.S. securities, as well. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes. Lifetime results are from April 30, 1997, the date the fund began investment operations.

2

3

American Funds Insurance Series / Prospectus

3

Fees and expenses of the fund

This table describes the fees and expenses associated with an investment in the fund. It does not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, expenses shown would be higher.

Annual fund operating expenses table (deducted from fund assets) Class 2

Management fees Distribution and/or service (12b-1) fees Other expenses Total annual fund operating expenses*

0.58% 0.25 0.04 0.87

* The Series' investment adviser began waiving 5% of its management fees on September 1, 2004. Beginning April 1, 2005, this waiver increased to 10% and will continue at this level until further review. Total annual fund operating expenses do not reflect this waiver. The effect of the waiver on total operating expenses can be found in the Financial Highlights table in this prospectus and in the audited financial statements in the Series' annual report.

Example

The example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The example does not reflect insurance contract expenses or the impact of any fee waivers or expense reimbursements. If insurance contract expenses were reflected, expenses shown would be higher. If waivers or reimbursements were reflected, expenses shown would be lower. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 year 3 years 5 years 10 years

Class 2

$89

$278

$482

$1,073

4

American Funds Insurance Series / Prospectus

Growth Fund

Risk/Return summary

The fund seeks to make your investment grow by investing primarily in common stocks of companies that appear to offer superior opportunities for growth of capital. In seeking to pursue its investment objective, the fund may invest in the securities of issuers representing a broad range of market capitalizations. The fund may invest up to 15% of its assets in securities of issuers that are domiciled outside the United States and Canada. The fund is designed for investors seeking capital appreciation through stocks. Investors in the fund should have a long-term perspective and be able to tolerate potentially wide price fluctuations. The prices of securities held by the fund may decline in response to certain events, including, for example, those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate fluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent and may also be affected by other issues and events such as currency controls; different accounting, auditing, financial reporting and legal standards and practices in some countries; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. You may lose money by investing in the fund. The likelihood of loss is greater if you invest for a shorter period of time. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.

American Funds Insurance Series / Prospectus

5

Investment results

The following information shows how the fund's investment results have varied from year to year and how the fund's average annual total returns for various periods compare with different broad measures of market performance. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Figures shown reflect fees and expenses associated with an investment in the fund, including any fee waivers and/or expense reimbursements in effect during the period presented, but do not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower. Class 2 shares were first offered on April 30, 1997. Results prior to that date assume a hypothetical investment in Class 1 shares, reduced by the .25% annual expense that applies to Class 2 shares and is described in the "Plans of distribution" section of this prospectus. Results for Class 1 shares are comparable to those of Class 2 shares because both classes invest in the same portfolio of securities.

The fund's highest/lowest quarterly results during this time period were: Highest 30.71% (quarter ended December 31, 1999) Lowest ­27.17% (quarter ended September 30, 2001) The fund's cumulative total return for the three months ended March 31, 2006, was 3.92%. For periods ended December 31, 2005:

Average annual total returns Fund S&P 5001 Lipper Capital Appreciation Funds Index2 Lipper Growth Funds Index3

1 year 5 years 10 years Lifetime4

1

16.19% 2.03 13.68 14.64

4.91% 0.54 9.07 12.83

7.96% 0.15 7.28 10.50

7.24% -1.36 7.26 10.70

2

3

4

Standard and Poor's 500 Composite Index is a market capitalization-weighted index based on the average weighted performance of 500 widely held common stocks. This index is unmanaged and includes reinvested dividends and/or distributions, but does not reflect sales charges, commissions, expenses or taxes. Lipper Capital Appreciation Funds Index is an equally weighted index of funds that aim for maximum capital appreciation. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes. Lipper Growth Funds Index is an equally weighted index of growth funds. These funds normally invest in companies with long-term earnings expected to grow significantly faster than the earnings of the stocks represented in the major unmanaged stock indexes. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes. Lifetime results are from February 8, 1984, the date the fund began investment operations.

6

American Funds Insurance Series / Prospectus

Fees and expenses of the fund

This table describes the fees and expenses associated with an investment in the fund. It does not reflect insurance contract fees and expenses. If insurance contract fees and expenses reflected, expenses shown would be higher.

Annual fund operating expenses table (deducted from fund assets) Class 2

Management fees Distribution and/or service (12b-1) fees Other expenses Total annual fund operating expenses*

0.33% 0.25 0.02 0.60

* The Series' investment adviser began waiving 5% of its management fees on September 1, 2004. Beginning April 1, 2005, this waiver increased to 10% and will continue at this level until further review. Total annual fund operating expenses do not reflect this waiver. The effect of the waiver on total operating expenses can be found in the Financial Highlights table in this prospectus and in the audited financial statements in the Series' annual report.

Example

The example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The example does not reflect insurance contract expenses or the impact of any fee waivers or expense reimbursements. If insurance contract expenses were reflected, expenses shown would be higher. If waivers or reimbursements were reflected, expenses shown would be lower. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 year 3 years 5 years 10 years

Class 2

$61

$192

$335

$750

American Funds Insurance Series / Prospectus

7

Growth-Income Fund

Risk/Return summary

The fund seeks to make your investment grow and provide you with income over time by investing primarily in common stocks or other securities that demonstrate the potential for appreciation and/or dividends. The fund may invest up to 15% of its assets, at the time of purchase, in securities of issuers domiciled outside the United States and not included in Standard & Poor's 500 Composite Index. The fund is designed for investors seeking both capital appreciation and income. The prices of and the income generated by securities held by the fund may decline in response to certain events, including, for example, those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate fluctuations. Income provided by the fund may be affected by changes in the dividend policies of the companies in which the fund invests and the capital resources available for such payments at such companies. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent and may also be affected by other issues and events such as currency controls; different accounting, auditing, financial reporting and legal standards and practices in some countries; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. You may lose money by investing in the fund. The likelihood of loss is greater if you invest for a shorter period of time. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.

8

American Funds Insurance Series / Prospectus

Investment results

The following information shows how the fund's investment results have varied from year to year and how the fund's average annual total returns for various periods compare with different broad measures of market performance. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Figures shown reflect fees and expenses associated with an investment in the fund, including any fee waivers and/or expense reimbursements in effect during the period presented, but do not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower. Class 2 shares were first offered on April 30, 1997. Results prior to that date assume a hypothetical investment in Class 1 shares, reduced by the .25% annual expense that applies to Class 2 shares and is described in the "Plans of distribution" section of this prospectus. Results for Class 1 shares are comparable to those of Class 2 shares because both classes invest in the same portfolio of securities.

The fund's highest/lowest quarterly results during this time period were: Highest 18.85% (quarter ended December 31, 1998) Lowest ­18.70% (quarter ended September 30, 2002) The fund's cumulative total return for the three months ended March 31, 2006, was 4.12%. For periods ended December 31, 2005:

Lipper Growth and Income Funds Index2

Average annual total returns

Fund

S&P 5001

1 year 5 years 10 years Lifetime3

1

5.83% 5.31 10.56 12.76

4.91% 0.54 9.07 12.83

6.82% 2.92 8.47 11.42

Standard and Poor's 500 Composite Index is a market capitalization-weighted index based on the average weighted performance of 500 widely held common stocks. This index is unmanaged and includes reinvested dividends and/or distributions, but does not reflect sales charges, commissions, expenses or taxes. Lipper Growth and Income Funds Index is an equally weighted index of funds that combine a growth-of-earnings orientation and an income requirement for level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions but do not reflect sales charges or taxes. Lifetime results are from February 8, 1984, the date the fund began investment operations.

American Funds Insurance Series / Prospectus

2

3

9

Fees and expenses of the fund

This table describes the fees and expenses associated with an investment in the fund. It does not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, expenses shown would be higher.

Annual fund operating expenses table (deducted from fund assets) Class 2

Management fees Distribution and/or service (12b-1) fees Other expenses Total annual fund operating expenses*

0.28% 0.25 0.01 0.54

* The Series' investment adviser began waiving 5% of its management fees on September 1, 2004. Beginning April 1, 2005, this waiver increased to 10% and will continue at this level until further review. Total annual fund operating expenses do not reflect this waiver. The effect of the waiver on total operating expenses can be found in the Financial Highlights table in this prospectus and in the audited financial statements in the Series' annual report.

Example

The example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The example does not reflect insurance contract expenses or the impact of any fee waivers or expense reimbursements. If insurance contract expenses were reflected, expenses shown would be higher. If waivers or reimbursements were reflected, expenses shown would be lower. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 year 3 years 5 years 10 years

Class 2

$55

$173

$302

$677

10

American Funds Insurance Series / Prospectus

Asset Allocation Fund

Risk/Return summary

The fund seeks to provide you with high total return (including income and capital gains) consistent with preservation of capital over the long term by investing in a diversified portfolio of common stocks and other equity securities, bonds and other intermediate and long-term debt securities, and money market instruments (debt securities maturing in one year or less). The fund may invest up to 15% of its assets in equity securities of issuers domiciled outside the United States and not included in Standard & Poor's 500 Composite Index, and up to 5% of its assets in debt securities of nonU.S. issuers. In addition, the fund may invest up to 25% of its debt assets in lower quality debt securities (rated Ba or below by Moody's Investors Service and BB or below by Standard & Poor's Corporation or unrated but determined to be of equivalent quality). Such securities are sometimes referred to as "junk bonds." In seeking to pursue its investment objective, the fund will vary its mix of equity securities, debt securities and money market instruments. Under normal market conditions, the fund's investment adviser expects (but is not required) to maintain an investment mix falling within the following ranges: 40%­80% in equity securities, 20%­50% in debt securities and 0%­40% in money market instruments. As of December 31, 2005, the fund was approximately 72% invested in equity securities, 23% invested in debt securities and 5% invested in money market instruments. The proportion of equities, debt and money market securities held by the fund will vary with market conditions and the investment adviser's assessment of their relative attractiveness as investment opportunities. The fund is designed for investors seeking above-average total return. The prices of and the income generated by securities held by the fund may decline in response to certain events, including, for example, those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate fluctuations. Income provided by the fund may be affected by changes in the dividend policies of the companies in which the fund invests and the capital resources available for such payments at such companies. Securities held by the fund may also be affected by changing market interest rates and by changes in effective maturities and credit ratings. For example, the prices of debt securities in the fund's portfolio generally will decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem or "call" a security before its stated maturity, which may result in the fund having to reinvest the proceeds in lower yielding securities. Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. Lower quality or longer maturity debt securities generally have higher rates of interest and may be subject to greater price fluctuations than higher quality or shorter maturity debt securities. In addition, there may be little trading in the secondary market for certain lower quality debt securities, which may adversely affect the fund's ability to dispose of such securities. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market prices for these securities will fluctuate with changes in interest rates. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent and may also be affected by other issues and events such as currency controls; different accounting, auditing, financial reporting and legal standards and practices in some countries; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. You may lose money by investing in the fund. The likelihood of loss is greater if you invest for a shorter period of time. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.

American Funds Insurance Series / Prospectus

11

Investment results

The following information shows how the fund's investment results have varied from year to year and how the fund's average annual total returns for various periods compare with different broad measures of market performance. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Figures shown reflect fees and expenses associated with an investment in the fund, including any fee waivers and/or expense reimbursements in effect during the period presented, but do not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower. Class 2 shares were first offered on April 30, 1997. Results prior to that date assume a hypothetical investment in Class 1 shares, reduced by the .25% annual expense that applies to Class 2 shares and is described in the "Plans of distribution" section of this prospectus. Results for Class 1 shares are comparable to those of Class 2 shares because both classes invest in the same portfolio of securities.

The fund's highest/lowest quarterly results during this time period were: Highest 12.15% (quarter ended June 30, 2003) Lowest ­12.34% (quarter ended September 30, 2002) The fund's cumulative total return for the three months ended March 31, 2006, was 5.34%. For periods ended December 31, 2005:

Lehman Brothers Aggregate Bond Index2

Average annual total returns

Fund

S&P

5001

1 year 5 years 10 years Lifetime3

1

9.14% 4.86 8.29 9.09

4.91% 0.54 9.07 10.54

2.43% 5.87 6.16 7.32

Standard and Poor's 500 Composite Index is a market capitalization-weighted index based on the average weighted performance of 500 widely held common stocks. This index is unmanaged and includes reinvested dividends and/or distributions, but does not reflect sales charges, commissions, expenses or taxes. Lehman Brothers Aggregate Bond Index represents the U.S. investment-grade fixed-rate bond market. This index is unmanaged and includes reinvested dividends and/or distributions, but does not reflect sales charges, commissions, expenses or taxes. Lifetime results are from August 1, 1989, the date the fund began investment operations.

American Funds Insurance Series / Prospectus

2

3

12

Fees and expenses of the fund This table describes the fees and expenses associated with an investment in the fund. It does not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, expenses shown would be higher.

Annual fund operating expenses table (deducted from fund assets) Class 2

Management fees Distribution and/or service (12b-1) fees Other expenses Total annual fund operating expenses*

0.34% 0.25 0.01 0.60

* The Series' investment adviser began waiving 5% of its management fees on September 1, 2004. Beginning April 1, 2005, this waiver increased to 10% and will continue at this level until further review. Total annual fund operating expenses do not reflect this waiver. The effect of the waiver on total operating expenses can be found in the Financial Highlights table in this prospectus and in the audited financial statements in the Series' annual report.

Example

The example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The example does not reflect insurance contract expenses or the impact of any fee waivers or expense reimbursements. If insurance contract expenses were reflected, expenses shown would be higher. If waivers or reimbursements were reflected, expenses shown would be lower. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 year 3 years 5 years 10 years

Class 2

$61

$192

$335

$750

American Funds Insurance Series / Prospectus

13

Cash position

The funds may also hold cash or money market instruments, the amount of which will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, a fund may hold all, or a significant portion, of its assets in such securities. A larger amount of such holdings could negatively affect a fund's investment results in a period of rising market prices; conversely, it could reduce a fund's magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.

Management and organization Investment adviser

Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the Series and other mutual funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 135 South State College Boulevard, Brea, California 92821. Capital Research and Management Company manages the investment portfolios and business affairs of the Series. The total management fee paid by each fund for the previous fiscal year, expressed as a percentage of average net assets of that fund, appear in the Annual Fund Operating Expenses table for each fund. A discussion regarding the basis for the approval of the Series' investment advisory and service agreement by the Series' board of trustees is contained in the Series' annual report to shareholders for the fiscal year ended December 31, 2005.

Execution of portfolio transactions

The investment adviser places orders with broker-dealers for the funds' portfolio transactions. The investment adviser strives to obtain best execution on the funds' equity and/or fixed-income portfolio transactions, taking into account a variety of factors to produce the most favorable total price reasonably attainable under the circumstances. These factors include the size and type of transaction, the cost and quality of executions, and the broker-dealer's ability to offer liquidity and anonymity. For example, with respect to equity transactions, the funds do not consider the investment adviser as having an obligation to obtain the lowest available commission rate to the exclusion of price, service and qualitative considerations. Subject to the considerations outlined above, the funds' investment adviser may place orders for the funds' portfolio transactions with broker-dealers who have sold shares of the funds, as well as shares of the American Funds, or who have provided investment research, statistical or other related services to the investment adviser. In placing orders for the funds' portfolio transactions, the investment adviser does not commit to any specific amount of business with any particular broker-dealer. Subject to best execution, the investment adviser may consider investment research, statistical or other related services provided to the adviser in placing orders for the funds' portfolio transactions. However, when the investment adviser places orders for the funds' portfolio transactions, it does not give any consideration to whether a broker-dealer has sold shares of the funds or the American Funds.

Portfolio management

The Series relies on the professional judgment of its investment adviser, Capital Research and Management Company, to make decisions about the funds' portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively priced securities that, in its opinion, represent above-average long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, including meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.

Portfolio holdings

A description of the funds' policies and procedures regarding disclosure of information about their portfolio securities is available in the statement of additional information.

Multiple portfolio counselor system

Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors. Counselors decide how their respective segments will be invested. In addition, Capital Research and Management Company's investment analysts may make investment decisions with respect to a portion of a fund's portfolio. Investment decisions are subject to a fund's objective(s), policies and restrictions and the oversight of Capital Research and Management Company's investment committee.

14

American Funds Insurance Series / Prospectus

The primary individual portfolio counselors for each of the funds are:

Portfolio counselor for the Series/Title (if applicable) Portfolio counselor experience in the fund(s) Primary title with investment adviser (or affiliate) and investment experience during past five years Portfolio counselor's role in management of the fund(s)

James K. Dunton Vice Chairman of the Board

Growth-Income Fund -- 22 years (since the fund's inception) Blue Chip Income and Growth Fund -- 5 years (since the fund's inception) Growth-Income Fund -- 1 year

Senior Vice President and Director, Capital Research and Management Company Investment professional for 44 years, all with Capital Research and Management Company or affiliate Senior Vice President, Capital Research and Management Company Investment professional for 21 years, all with Capital Research and Management Company or affiliate Vice President, Capital Research and Management Company Investment professional for 20 years in total; 15 years with Capital Research and Management Company or affiliate Senior Vice President and Director, Capital Research and Management Company Investment professional for 54 years in total; 39 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research and Management Company Investment professional for 24 years in total; 23 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research and Management Company Investment professional for 33 years in total; 31 years with Capital Research and Management Company or affiliate Chairman, Capital Research Company Investment professional for 21 years, all with Capital Research and Management Company or affiliate Senior Vice President, Capital Research Company Investment professional for 18 years in total; 16 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research and Management Company Investment professional for 25 years in total; 18 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research Company Investment professional for 25 years in total; 20 years with Capital Research and Management Company or affiliate Senior Vice President and Director, Capital Research and Management Company Investment professional for 35 years, all with Capital Research and Management Company or affiliate Senior Vice President, Capital Research Company Investment professional for 28 years in total; 18 years with Capital Research and Management Company or affiliate Director, Capital Research and Management Company Investment professional for 24 years, all with Capital Research and Management Company or affiliate

Serves as an equity portfolio counselor for Growth-Income Fund and Blue Chip Income and Growth Fund

Donald D. O'Neal President and Trustee

Serves as an equity portfolio counselor for Growth-Income Fund

Alan N. Berro Senior Vice President

Asset Allocation Fund -- 6 years

Serves as an equity portfolio counselor for Asset Allocation Fund

Abner D. Goldstine Senior Vice President

Bond Fund -- 10 years (since the fund's inception) High-Income Bond Fund -- 8 years

Serves as a fixed-income portfolio counselor for Bond Fund and HighIncome Bond Fund

John H. Smet Senior Vice President

Bond Fund -- 10 years (since the fund's inception) U.S. Government/AAA-Rated Securities Fund -- 14 years Growth-Income Fund -- 12 years (plus 5 years of prior experience as an investment analyst for the fund) Global Discovery Fund -- 5 years (since the fund's inception) Global Growth Fund -- 9 years (since the fund's inception) International Fund -- 12 years New World Fund -- 7 years (since the fund's inception) High-Income Bond Fund -- 11 years (plus 2 years of prior experience as an investment analyst for the fund) Asset Allocation Fund -- 6 years High-Income Bond Fund -- 13 years New World Fund -- 7 years (since the fund's inception) Bond Fund -- 8 years Growth Fund -- 3 years

Serves as a fixed-income portfolio counselor for Bond Fund and U.S. Government/AAA-Rated Securities Fund Serves as an equity portfolio counselor for Growth-Income Fund and Global Discovery Fund

Claudia P. Huntington Vice President

Robert W. Lovelace Vice President

Serves as an equity portfolio counselor for Global Growth Fund and New World Fund and a non-U.S. equity portfolio counselor for International Fund Serves as a fixed-income portfolio counselor for High-Income Bond Fund and Asset Allocation Fund

Susan M. Tolson Vice President

David C. Barclay

Serves as a fixed-income portfolio counselor for High-Income Bond Fund, New World Fund and Bond Fund Serves as an equity portfolio counselor for Growth Fund

Donnalisa Barnum

Gordon Crawford

Global Small Capitalization Fund -- 8 years (since the fund's inception) Growth Fund -- 12 years (plus 5 years of prior experience as an investment analyst for the fund) Global Discovery Fund -- 1 year Bond Fund -- 1 year

Serves as an equity portfolio counselor for Global Small Capitalization Fund, Growth Fund and Global Discovery Fund

Mark H. Dalzell

Serves as a fixed-income portfolio counselor for Bond Fund

Mark E. Denning

Global Small Capitalization Fund -- 8 years (since the fund's inception) Global Discovery Fund -- 1 year

Serves as an equity portfolio counselor (primarily non-U.S.) for Global Small Capitalization Fund and Global Discovery Fund

American Funds Insurance Series / Prospectus

15

Portfolio counselor for the Series/Title (if applicable)

Portfolio counselor experience in the fund(s)

Primary title with investment adviser (or affiliate) and investment experience during past five years

Portfolio counselor's role in management of the fund(s)

J. Blair Frank

Global Small Capitalization Fund -- 3 years Growth Fund -- 6 years (plus 3 years of prior experience as an investment analyst for the fund) Global Growth Fund -- 4 years (plus 4 years of prior experience as an investment analyst for the fund)

Vice President, Capital Research Company Investment professional for 13 years in total; 12 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research Company Investment professional for 16 years in total; 12 years with Capital Research and Management Company or affiliate Vice President, Capital Research and Management Company Investment professional for 17 years in total; 15 years with Capital Research and Management Company or affiliate Senior Vice President and Director, Capital Research Company Investment professional for 18 years in total; 14 years with Capital Research and Management Company or affiliate Vice President, Capital International Research, Inc. Investment professional for 19 years in total; 16 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research and Management Company Investment professional for 33 years, all with Capital Research and Management Company or affiliate Senior Vice President, Capital Research Company Investment professional for 18 years in total; 15 years with Capital Research and Management Company or affiliate Vice President, Capital Research and Management Company Investment professional for 23 years in total; 21 years with Capital Research and Management Company or affiliate Executive Vice President and Director, Capital Research Company Investment professional for 12 years, all with Capital Research and Management Company or affiliate Vice President, Capital Research Company Investment professional for 11 years in total; 10 years with Capital Research and Management Company or affiliate Senior Vice President, Capital Research Company Investment professional for 38 years in total; 9 years with Capital Research and Management Company or affiliate Senior Vice President, Capital International Limited Investment professional for 30 years in total; 26 years with Capital Research and Management Company or affiliate Senior Vice President and Director, Capital Research and Management Company Investment professional for 34 years in total; 31 years with Capital Research and Management Company or affiliate

Serves as an equity portfolio counselor for Global Small Capitalization Fund and an equity portfolio counselor for Growth Fund Serves as an equity portfolio counselor for Global Growth Fund

Nick J. Grace

J. Dale Harvey

Blue Chip Income and Growth Fund -- 1 year

Serves as an equity portfolio counselor for Blue Chip Income and Growth Fund

Alwyn W. Heong

International Fund -- 10 years

Serves as a non-U.S. equity portfolio counselor for International Fund

Thomas H. Hogh

U.S. Government/AAA-Rated Securities Fund -- 9 years

Serves as a fixed-income portfolio counselor for U.S. Government/AAARated Securities Fund

Gregg E. Ireland

Global Growth and Income Fund -- less than 1 year (since the fund's inception)

Serves as an equity portfolio counselor for Global Growth and Income Fund

Carl M. Kawaja

Global Growth and Income Fund -- less than 1 year (since the fund's inception) New World Fund -- 7 years (since the fund's inception) Asset Allocation Fund -- 1 year Growth Fund -- 1 year

Serves as an equity portfolio counselor for New World Fund and Global Growth and Income Fund

Michael T. Kerr

Serves as an equity portfolio counselor for Asset Allocation Fund and Growth Fund

Sung Lee

International Fund -- less than 1 year

Serves as a non-U.S. equity portfolio counselor for International Fund

Michael D. Locke

U.S. Government/AAA-Rated Securities Fund -- 3 years (plus 6 years of prior experience as an investment analyst for the fund) Growth Fund -- 3 years (plus 6 years of prior experience as an investment analyst for the fund)

Serves as a fixed-income portfolio counselor for U.S. Government/AAARated Securities Fund

Ronald B. Morrow

Serves as an equity portfolio counselor for Growth Fund

James R. Mulally

Asset Allocation Fund -- less than 1 year

Serves as a fixed-income portfolio counselor for Asset Allocation Fund

Robert G. O'Donnell

Growth-Income Fund -- 16 years (plus 1 year of prior experience as an investment analyst for the fund)

Serves as an equity portfolio counselor for Growth-Income Fund

16

American Funds Insurance Series / Prospectus

Portfolio counselor for the Series/Title (if applicable)

Portfolio counselor experience in the fund(s)

Primary title with investment adviser (or affiliate) and investment experience during past five years

Portfolio counselor's role in management of the fund(s)

C. Ross Sappenfield

Growth-Income Fund -- 7 years Blue Chip Income and Growth Fund -- 5 years (since the fund's inception) Global Growth Fund -- 4 years (plus 4 years of prior experience as an investment analyst for the fund) Global Growth and Income Fund -- less than 1 year (since the fund's inception)

Vice President, Capital Research and Management Company Investment professional for 14 years, all with Capital Research and Management Company or affiliate Senior Vice President and Director, Capital Research Company Investment professional for 19 years in total; 16 years with Capital Research and Management Company or affiliate

Serves as an equity portfolio counselor for Growth-Income Fund and Blue Chip Income and Growth Fund

Steven T. Watson

Serves as an equity portfolio counselor for Global Growth Fund and Global Growth and Income Fund

Additional information regarding the portfolio counselors' compensation, holdings in other accounts and ownership of securities in American Funds Insurance Series can be found in the statement of additional information.

Purchases and redemptions of shares

Shares of the Series are currently offered only to insurance company separate accounts as well as so-called "feeder funds" under master-feeder arrangements sponsored by insurance companies. All such shares may be purchased or redeemed by the separate accounts (or feeder funds) at net asset values without any sales or redemption charges. Such purchases and redemptions are made promptly after corresponding purchases and redemptions of units of the separate accounts (or feeder funds).

Frequent trading of fund shares

The Series and American Funds Distributors, Inc., the Series' distributor, reserve the right to reject any purchase order for any reason. The funds are not designed to serve as vehicles for frequent trading in response to short-term fluctuations in the securities markets. Accordingly, purchases, including those that are part of exchange activity, that the Series or American Funds Distributors, Inc. has determined could involve actual or potential harm to any fund may be rejected. Frequent trading of fund's shares may lead to increased costs to that fund and less efficient management of the fund's portfolio, resulting in dilution of the value of the shares held by long-term shareholders. The Series' board of trustees has adopted policies and procedures with respect to frequent purchases and redemptions of fund shares. Under a new "purchase blocking policy," beginning on January 12, 2005, any contract owner redeeming units representing a beneficial interest in any fund other than Cash Management Fund (including redemptions that are part of an exchange transaction) having a value of $5,000 or more will be precluded from investing in units of beneficial interest in that fund (including investments that are part of an exchange transaction) for 30 calendar days after the redemption transaction. This prohibition will not apply to redemptions by contract owners whose units are held on the books of insurance company separate accounts that have not adopted procedures to implement this policy or to redemptions by other registered investment companies sponsored by insurance companies. American Funds Service Company, the Series' transfer agent, will work with the insurance companies to develop such procedures or other procedures that American Funds Service Company determines are reasonably designed to achieve the objective of the purchase blocking policy. At the time the insurance companies adopt these procedures, contract owners whose units are held on the books of such companies will be subject to this general purchase blocking policy. Under this purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block such as: systematic redemptions and purchases where the entity maintaining the contract owner's account is able to identify the transaction as a systematic redemption or purchase; purchases and redemptions of units representing a beneficial interest in a fund having a value of less than $5,000; retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper's system; and purchase transactions involving transfer of assets, rollovers, Roth IRA conversions and IRA re-characterizations, where the entity maintaining the contract owner's account is able to identify the transaction as one of these types of transactions.

American Funds Insurance Series / Prospectus

17

Valuing shares

Each fund calculates its share price, also called net asset value, each day the New York Stock Exchange is open as of approximately 4:00 p.m. New York time, the normal close of regular trading. Assets are valued primarily on the basis of market quotations. However, the funds have adopted procedures for making "fair value" determinations if market quotations are not readily available. For example, if events occur between the close of markets outside the United States and the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser, materially affect the value of the portfolio securities of Global Discovery Fund, Global Growth Fund, Global Small Capitalization Fund, International Fund, New World Fund and Global Growth and Income Fund (collectively, the "International Funds"), the securities will be valued in accordance with fair value procedures. Use of these procedures is intended to result in more appropriate net asset values. In addition, such use will reduce, if not eliminate, potential arbitrage opportunities otherwise available to short-term investors in the International Funds. Because certain of the funds may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the funds do not price their shares, the value of securities held in the funds may change on days when you will not be able to purchase or redeem fund shares. Shares of the funds will be purchased or sold at the net asset value next determined after receipt of requests from the appropriate insurance company.

Plans of distribution

The Series has adopted plans of distribution or "12b-1 plans" for Class 2 and Class 3 shares. Under these plans, the Series may finance activities primarily intended to sell shares, provided the categories of expenses are approved in advance by the Series' board of trustees. The plans provide for annual expenses of .25% for Class 2 shares and .18% for Class 3 shares. For these share classes, amounts paid under the 12b-1 plans are used by insurance company contract issuers to cover the expenses of certain contract owner services. The 12b-1 fees paid by the Series, as a percentage of average net assets, for the previous fiscal year, are indicated above in the Annual Fund Operating Expenses table for each fund. Since these fees are paid out of the Series' assets or income on an ongoing basis, over time they will increase the cost and reduce the return of an investment.

Distributions and taxes

Each fund of the Series intends to qualify as a "regulated investment company" under the Internal Revenue Code. In any fiscal year in which a fund so qualifies and distributes to shareholders its investment company taxable income and net realized capital gain, the fund itself is relieved of federal income tax. It is the Series' policy to distribute to the shareholders (the insurance company separate accounts) all of its investment company taxable income and capital gain for each fiscal year. See the applicable contract prospectus for information regarding the federal income tax treatment of the contracts and distributions to the separate accounts.

18

American Funds Insurance Series / Prospectus

Financial highlights1

The Financial Highlights table is intended to help you understand the funds' results for the past five fiscal years. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a fund (assuming reinvestment of all dividends and capital gain distributions). This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the funds' financial statements, is included in the statement of additional information, which is available upon request. Figures shown do not reflect insurance contract fees and expenses. If insurance contract fees and expenses were reflected, results would be lower.

Income (loss) from investment operations2 Net gains (losses) on securities (both realized and unrealized) Dividends and distributions Ratio of expenses to average net assets before waiver Ratio of expenses to average net assets after waiver3 Ratio of net income (loss) to average net assets

Period ended

Net asset value, beginning of period

Net investment income (loss)

Total from investment operations

Dividends (from net investment income)

Distributions (from capital gains)

Total dividends and distributions

Net asset value, end of period

Total return

Net assets, end of period (in millions)

Global Discovery Fund

Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/014 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/014 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 $10.79 9.94 7.26 9.30 10.00 10.76 9.92 7.25 9.30 10.00 $.14 .08 .05 .06 .04 .11 .06 .02 .04 .02 $ 1.05 .98 2.67 (2.05) (.70) 1.05 .97 2.67 (2.05) (.69) $ 1.19 1.06 2.72 (1.99) (.66) 1.16 1.03 2.69 (2.01) (.67) $(.11) (.09) (.04) (.05) (.04) (.09) (.07) (.02) (.04) (.03) $(.24) (.12) -- -- -- (.24) (.12) -- -- -- $(.35) (.21) (.04) (.05) (.04) (.33) (.19) (.02) (.04) (.03) $11.63 10.79 9.94 7.26 9.30 11.59 10.76 9.92 7.25 9.30 11.07% 10.72 37.41 (21.41) (6.65) 10.80 10.43 37.11 (21.67) (6.71) $22 20 17 10 12 89 51 24 9 4 .61% .61 .61 .61 .31 .86 .86 .86 .86 .42 .56% .60 .61 .61 .31 .81 .85 .86 .86 .42 1.27% .81 .55 .69 .42 1.04 .60 .28 .48 .21

Global Growth Fund

$17.31 15.30 11.35 13.42 17.25 17.23 15.25 11.32 13.38 17.21 $.28 .18 .12 .09 .18 .23 .14 .09 .06 .13 $ 2.19 1.92 3.91 (2.02) (2.50) 2.18 1.91 3.89 (2.01) (2.49) $ 2.47 2.10 4.03 (1.93) (2.32) 2.41 2.05 3.98 (1.95) (2.36) $(.15) (.09) (.08) (.14) (.15) (.12) (.07) (.05) (.11) (.11) $ -- -- -- -- (1.36) -- -- -- -- (1.36) $ (.15) (.09) (.08) (.14) (1.51) (.12) (.07) (.05) (.11) (1.47) $19.63 17.31 15.30 11.35 13.42 19.52 17.23 15.25 11.32 13.38 14.37% $ 206 13.80 202 35.63 188 (14.46) 152 (13.99) 215 14.07 13.49 35.27 (14.64) (14.22) 2,617 1,796 1,082 592 600 .62% .65 .70 .71 .70 .87 .90 .95 .96 .95 .57% .64 .70 .71 .70 .82 .89 .95 .96 .95 1.56% 1.15 .94 .73 1.24 1.30 .92 .68 .48 .88

Global Small Capitalization Fund

$17.14 14.15 9.27 11.52 14.28 17.02 14.08 9.23 11.48 14.24 $ .13 .02 --5 --5 .03 .09 (.01) (.03) (.02) --5 $ 4.23 2.97 4.97 (2.15) (1.81) 4.19 2.95 4.95 (2.15) (1.80) $ 4.36 2.99 4.97 (2.15) (1.78) 4.28 2.94 4.92 (2.17) (1.80) $(.21) -- (.09) (.10) (.13) (.18) -- (.07) (.08) (.11) $ -- -- -- -- (.85) -- -- -- -- (.85) $(.21) -- (.09) (.10) (.98) (.18) -- (.07) (.08) (.96) $21.29 17.14 14.15 9.27 11.52 21.12 17.02 14.08 9.23 11.48 25.66% $ 231 21.13 193 53.92 163 (18.83) 108 (12.63) 149 25.35 20.88 53.53 (19.05) (12.85) 1,977 1,198 665 290 274 .79% .81 .83 .84 .83 1.04 1.06 1.08 1.09 1.08 .73% .80 .83 .84 .83 .97 1.05 1.08 1.09 1.08 .72% .15 (.03) .04 .21 .49 (.07) (.28) (.20) (.05)

Growth Fund

$51.39 45.74 33.47 44.30 73.51 51.10 45.50 33.29 44.09 73.28 51.38 47.74 $.46 .32 .16 .12 .18 .34 .23 .06 .03 .04 .37 .24 $ 8.00 5.51 12.26 (10.87) (11.99) 7.92 5.45 12.19 (10.82) (11.94) 7.98 3.50 $ 8.46 5.83 12.42 (10.75) (11.81) 8.26 5.68 12.25 (10.79) (11.90) 8.35 3.74 $(.49) (.18) (.15) (.08) (.41) (.38) (.08) (.04) (.01) (.30) (.39) (.10) $ -- -- -- -- (16.99) -- -- -- -- (16.99) -- -- $ (.49) (.18) (.15) (.08) (17.40) (.38) (.08) (.04) (.01) (17.29) (.39) (.10) $59.36 51.39 45.74 33.47 44.30 58.98 51.10 45.50 33.29 44.09 59.34 51.38 16.50% $ 3,709 12.75 3,744 37.15 3,877 (24.27) 3,195 (17.93) 5,207 16.19 12.50 36.80 (24.46) (18.15) 16.28 7.85 18,343 12,055 7,107 3,009 2,937 499 516 .35% .36 .39 .40 .38 .60 .61 .64 .65 .63 .53 .547 .32% .36 .39 .40 .38 .57 .61 .64 .65 .63 .50 .537 .87% .68 .41 .30 .34 .64 .50 .16 .07 .07 .69 .547

American Funds Insurance Series / Prospectus

19

Income (loss) from investment operations2 Net gains (losses) on securities (both realized and unrealized)

Dividends and distributions Ratio of expenses to average net assets before waiver Ratio of expenses to average net assets after waiver3 Ratio of net income (loss) to average net assets

Period ended

Net asset value, beginning of period

Net investment income (loss)

Total from investment operations

Dividends (from net investment income)

Distributions (from capital gains)

Total dividends and distributions

Net asset value, end of period

Total return

Net assets, end of period (in millions)

International Fund

Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/014 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/014 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 $15.82 13.41 10.07 12.02 20.59 15.79 13.39 10.05 11.97 20.54 15.82 13.76 $.32 .22 .15 .15 .22 .28 .18 .12 .12 .15 .29 .20 $ 3.11 2.41 3.38 (1.90) (3.79) 3.11 2.41 3.37 (1.89) (3.76) 3.11 2.05 $ 3.43 2.63 3.53 (1.75) (3.57) 3.39 2.59 3.49 (1.77) (3.61) 3.40 2.25 $(.29) (.22) (.19) (.20) (.20) (.26) (.19) (.15) (.15) (.16) (.26) (.19) $ -- -- -- -- (4.80) -- -- -- -- (4.80) -- -- $ (.29) (.22) (.19) (.20) (5.00) (.26) (.19) (.15) (.15) (4.96) (.26) (.19) $18.96 15.82 13.41 10.07 12.02 18.92 15.79 13.39 10.05 11.97 18.96 15.82 21.75% $1,599 19.66 1,495 35.12 1,431 (14.58) 1,236 (19.73) 1,772 21.50 19.32 34.85 (14.84) (19.89) 21.54 16.45 4,790 2,752 1,385 636 628 116 115 .57% .60 .63 .63 .61 .82 .84 .88 .88 .86 .75 .777 .52% .59 .63 .63 .61 .77 .83 .88 .88 .86 .70 .777 1.92% 1.54 1.40 1.35 1.41 1.64 1.27 1.08 1.05 1.04 1.74 1.457

New World Fund

$13.96 11.99 8.76 9.44 9.85 13.89 11.94 8.73 9.41 9.84 $.33 .23 .21 .20 .24 .29 .19 .19 .18 .21 $ 2.58 2.01 3.21 (.70) (.63) 2.56 2.01 3.19 (.70) (.62) $ 2.91 2.24 3.42 (.50) (.39) 2.85 2.20 3.38 (.52) (.41) $(.20) (.27) (.19) (.18) (.02) (.18) (.25) (.17) (.16) (.02) -- -- -- -- -- -- -- -- -- -- $(.20) (.27) (.19) (.18) (.02) (.18) (.25) (.17) (.16) (.02) $16.67 13.96 11.99 8.76 9.44 16.56 13.89 11.94 8.73 9.41 21.10% 19.07 39.56 (5.45) (3.99) 20.74 18.80 39.18 (5.66) (4.19) $ 88 63 47 35 37 677 373 224 124 116 .92% .93 .92 .91 .91 1.17 1.18 1.17 1.16 1.16 .85% .92 .92 .91 .91 1.10 1.17 1.17 1.16 1.16 2.22% 1.81 2.15 2.14 2.54 1.97 1.57 1.90 1.89 2.25

Blue Chip Income and Growth Fund

$10.26 9.41 7.17 9.43 10.00 10.20 9.36 7.16 9.41 10.00 $.18 .15 .13 .16 .09 .15 .13 .11 .14 .08 $ .59 .78 2.11 (2.32) (.61) .58 .78 2.09 (2.30) (.63) $ .77 .93 2.24 (2.16) (.52) .73 .91 2.20 (2.16) (.55) $(.12) (.08) -- (.10) (.05) (.10) (.07) -- (.09) (.04) -- -- -- -- -- -- -- -- -- -- $(.12) (.08) -- (.10) (.05) (.10) (.07) -- (.09) (.04) $10.91 10.26 9.41 7.17 9.43 10.83 10.20 9.36 7.16 9.41 7.57% $ 135 9.94 129 31.24 107 (22.93) 54 (5.23) 49 7.24 9.74 30.73 (23.07) (5.38) 3,029 2,349 1,490 426 111 .45% .46 .52 .52 .25 .70 .71 .76 .77 .37 .41% .46 .50 .52 .25 .66 .70 .74 .77 .37 1.73% 1.60 1.67 1.89 .93 1.48 1.37 1.41 1.76 .82

Growth-Income Fund

$36.81 33.61 25.63 31.70 35.23 36.64 33.48 25.52 31.58 35.13 36.80 34.64 $.62 .48 .42 .41 .51 .53 .41 .34 .35 .41 .56 .41 $ 1.61 3.09 7.96 (6.16) .49 1.60 3.06 7.92 (6.14) .52 1.61 2.07 $ 2.23 3.57 8.38 (5.75) 1.00 2.13 3.47 8.26 (5.79) .93 2.17 2.48 $(.58) (.37) (.40) (.32) (.73) (.50) (.31) (.30) (.27) (.68) (.51) (.32) $ (.15) -- -- -- (3.80) (.15) -- -- -- (3.80) (.15) -- $ (.73) (.37) (.40) (.32) (4.53) (.65) (.31) (.30) (.27) (4.48) (.66) (.32) $38.31 36.81 33.61 25.63 31.70 38.12 36.64 33.48 25.52 31.58 38.31 36.80 6.08% $ 3,825 10.66 4,213 32.76 4,402 (18.15) 3,741 2.78 5,428 5.83 10.37 32.43 (18.34) 2.56 5.88 7.18 17,608 13,105 7,824 3,632 3,187 471 537 .29% .31 .34 .35 .35 .54 .56 .59 .60 .60 .47 .497 .27% .30 .34 .35 .35 .52 .55 .59 .60 .60 .45 .487 1.68% 1.39 1.45 1.43 1.53 1.44 1.19 1.18 1.22 1.25 1.50 1.247

20

American Funds Insurance Series / Prospectus

Income (loss) from investment operations2 Net gains (losses) on securities (both realized and unrealized)

Dividends and distributions Ratio of expenses to average net assets before waiver Ratio of expenses to average net assets after waiver3 Ratio of net income (loss) to average net assets

Period ended

Net asset value, beginning of period

Net investment income (loss)

Total from investment operations

Dividends (from net investment income)

Distributions (from capital gains)

Total dividends and distributions

Net asset value, end of period

Total return

Net assets, end of period (in millions)

Asset Allocation Fund

Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 $15.49 14.58 12.23 14.30 15.71 15.42 14.51 12.18 14.25 15.67 15.49 14.85 $.41 .39 .41 .45 .49 .37 .36 .37 .42 .45 .38 .36 $ 1.05 .84 2.29 (2.19) (.37) 1.04 .84 2.27 (2.18) (.36) 1.05 .58 $ 1.46 1.23 2.70 (1.74) .12 1.41 1.20 2.64 (1.76) .09 1.43 .94 $(.39) (.32) (.35) (.33) (.59) (.36) (.29) (.31) (.31) (.57) (.36) (.30) $ -- -- -- -- (.94) -- -- -- -- (.94) -- -- $ (.39) (.32) (.35) (.33) (1.53) (.36) (.29) (.31) (.31) (1.51) (.36) (.30) $16.56 15.49 14.58 12.23 14.30 16.47 15.42 14.51 12.18 14.25 16.56 15.49 9.45% $ 879 8.50 899 22.14 911 (12.19) 797 .77 1,012 9.14 8.34 21.74 (12.38) .52 9.26 6.38 5,120 3,797 2,314 1,056 730 76 81 .35% .38 .42 .45 .45 .60 .62 .67 .70 .70 .53 .557 .32% .37 .42 .45 .45 .57 .62 .67 .70 .70 .50 .557 2.57% 2.64 3.12 3.31 3.30 2.31 2.42 2.81 3.11 3.03 2.39 2.507

Bond Fund

$11.57 11.34 10.41 10.44 10.18 11.48 11.27 10.36 10.40 10.16 $.60 .56 .57 .67 .77 .57 .53 .53 .64 .73 $(.40) .10 .78 (.24) .08 (.39) .09 .78 (.24) .08 $ .20 .66 1.35 .43 .85 .18 .62 1.31 .40 .81 $(.46) (.43) (.42) (.46) (.59) (.44) (.41) (.40) (.44) (.57) -- -- -- -- -- -- -- -- -- -- $(.46) (.43) (.42) (.46) (.59) (.44) (.41) (.40) (.44) (.57) $11.31 11.57 11.34 10.41 10.44 11.22 11.48 11.27 10.36 10.40 1.77% $ 182 6.04 195 13.07 213 4.26 218 8.48 194 1.59 5.72 12.80 4.05 8.15 2,312 1,759 1,280 697 349 .44% .45 .47 .49 .49 .69 .70 .72 .74 .74 .40% .44 .47 .49 .49 .65 .69 .72 .74 .74 5.30% 4.94 5.19 6.60 7.38 5.06 4.68 4.88 6.34 7.06

High-Income Bond Fund

$12.89 12.54 10.44 11.78 12.25 12.81 12.47 10.39 11.74 12.22 12.87 12.79 $ .85 .84 .90 1.01 1.17 .81 .81 .86 .97 1.13 .82 .78 $ (.55) .32 2.12 (1.25) (.23) (.55) .32 2.12 (1.25) (.23) (.55) .11 $ .30 1.16 3.02 (.24) .94 .26 1.13 2.98 (.28) .90 .27 .89 $ (.78) (.81) (.92) (1.10) (1.41) (.75) (.79) (.90) (1.07) (1.38) (.75) (.81) -- -- -- -- -- -- -- -- -- -- -- -- $ (.78) (.81) (.92) (1.10) (1.41) (.75) (.79) (.90) (1.07) (1.38) (.75) (.81) $12.41 12.89 12.54 10.44 11.78 12.32 12.81 12.47 10.39 11.74 12.39 12.87 2.46% 9.83 29.79 (1.51) 8.02 2.20 9.59 29.51 (1.83) 7.73 2.25 7.52 $309 364 411 335 403 590 444 319 183 156 37 46 .50% .50 .51 .52 .51 .75 .75 .76 .77 .76 .68 .687 .46% .50 .51 .52 .51 .71 .74 .76 .77 .76 .64 .687 6.76% 6.74 7.74 9.55 9.60 6.55 6.48 7.41 9.28 9.37 6.58 6.577

U.S. Government/AAA-Rated Securities Fund

$12.07 12.24 12.37 11.87 11.73 12.00 12.17 12.31 11.83 11.70 12.05 12.34 $.48 .45 .46 .54 .66 .45 .41 .42 .50 .62 .46 .41 $(.16) (.03) (.15) .55 .17 (.16) (.03) (.14) .55 .18 (.16) (.11) $ .32 .42 .31 1.09 .83 .29 .38 .28 1.05 .80 .30 .30 $(.48) (.59) (.44) (.59) (.69) (.46) (.55) (.42) (.57) (.67) (.46) (.59) -- -- -- -- -- -- -- -- -- -- -- -- $(.48) (.59) (.44) (.59) (.69) (.46) (.55) (.42) (.57) (.67) (.46) (.59) $11.91 12.07 12.24 12.37 11.87 11.83 12.00 12.17 12.31 11.83 11.89 12.05 2.70% 3.58 2.51 9.45 7.24 2.41 3.30 2.28 9.15 7.02 2.50 2.58 $252 286 373 517 386 341 285 273 288 137 39 43 .47% .47 .46 .47 .47 .72 .72 .71 .72 .72 .65 .657 .43% .46 .46 .47 .47 .68 .71 .71 .72 .72 .61 .657 3.99% 3.68 3.71 4.45 5.58 3.75 3.42 3.43 4.14 5.27 3.81 3.517

American Funds Insurance Series / Prospectus

21

Income (loss) from investment operations2 Net gains (losses) on securities (both realized and unrealized)

Dividends and distributions Ratio of expenses to average net assets before waiver Ratio of expenses to average net assets after waiver3 Ratio of net income (loss) to average net assets

Period ended

Net asset value, beginning of period

Net investment income (loss)

Total from investment operations

Dividends (from net investment income)

Distributions (from capital gains)

Total dividends and distributions

Net asset value, end of period

Total return

Net assets, end of period (in millions)

Cash Management Fund

Class 1 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 2 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 Class 3 12/31/05 12/31/046 $11.09 11.07 11.17 11.41 11.65 11.05 11.03 11.12 11.37 11.62 11.07 11.07 $.33 .11 .07 .14 .41 .30 .08 .05 .11 .34 .30 .09 $ --5 --5 --5 --5 .01 --5 --5 --5 --5 .05 --5 --5 $.33 .11 .07 .14 .42 .30 .08 .05 .11 .39 .30 .09 $(.11) (.09) (.17) (.38) (.66) (.09) (.06) (.14) (.36) (.64) (.08) (.09) -- -- -- -- -- -- -- -- -- -- -- -- $(.11) (.09) (.17) (.38) (.66) (.09) (.06) (.14) (.36) (.64) (.08) (.09) $11.31 11.09 11.07 11.17 11.41 11.26 11.05 11.03 11.12 11.37 11.29 11.07 2.97% .96 .67 1.24 3.66 2.68 .70 .47 1.00 3.43 2.74 .78 $ 75 78 103 203 218 153 110 99 133 127 16 20 .33% .37 .47 .46 .46 .58 .61 .72 .71 .71 .51 .547 .30% .36 .47 .46 .46 .55 .61 .72 .71 .71 .48 .547 2.91% .96 .68 1.25 3.52 2.71 .76 .42 1.00 2.99 2.70 .807

Portfolio turnover rate for all classes of shares Global Discovery Fund4 Global Growth Fund Global Small Capitalization Fund Growth Fund International Fund New World Fund Blue Chip Income and Growth Fund4 Growth-Income Fund Asset Allocation Fund Bond Fund High-Income Bond Fund U.S. Government/AAA-Rated Securities Fund Cash Management Fund

1 2 3

2005 53% 26 47 29 40 26 33 20 23 46 35 86 --

2004 28% 24 49 30 37 18 13 21 20 34 38 68 --

Year ended December 31 2003 30% 27 51 34 40 19 12 21 20 20 48 63 --

2002 25% 30 66 34 30 22 8 26 25 29 45 53 --

2001 4% 38 65 31 40 31 12 34 32 59 42 84 --

Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. Based on average shares outstanding. The ratios in this column reflect the impact, if any, of certain waivers by Capital Research and Management Company. During some of the periods shown, Capital Research and Management Company reduced fees for investment advisory services for all share classes. Commenced operations July 5, 2001. Amount less than one cent. From January 16, 2004, when Class 3 shares were first issued. Annualized.

4 5 6 7

22

American Funds Insurance Series / Prospectus

The right choice for the long term

®

Other fund information Annual/Semi-annual report to shareholders The shareholder reports contain additional information about the Series, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the Series' investment strategies, and the independent registered public accounting firm's report (in the annual report). Statement of additional information (SAI) and codes of ethics The current SAI, as amended from time to time, contains more detailed information on all aspects of the Series, including the funds' financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the Series, the Series' investment adviser and its affiliated companies. The current SAI and the codes of ethics are on file with the Securities and Exchange Commission (SEC). These and other related materials about the Series are available for review or to be copied at the SEC's Public Reference Room in Washington, D.C. (202/942-8090) or on the EDGAR database on the SEC's website at sec.gov or, after payment of a duplicating fee, via e-mail request to [email protected] or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102. The Series does not maintain an Internet website; however, the current SAI and annual/semi-annual reports to shareholders are available on the website of the company that issued your insurance contract. You also may request a free copy of these documents or the codes of ethics by calling American Funds at 800/421-4120 or writing to the Secretary of the Series at 333 South Hope Street, Los Angeles, California 90071.

Printed on recycled paper

Litho in USA

Investment Company File No. 811-3857

The Capital Group Companies American Funds Capital Research and Management

Capital International

Capital Guardian

Capital Bank and Trust

PROSPECTUS

May 1, 2006

ANCHOR SERIES TRUST

(Class 1, Class 2 and Class 3 Shares)

¬ ¬ ¬ ¬ ¬

Growth Portfolio Capital Appreciation Portfolio Natural Resources Portfolio Asset Allocation Portfolio Government and Quality Bond Portfolio

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal oÅense.

TABLE OF CONTENTS

TRUST HIGHLIGHTSÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Q&AÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ EXPENSE SUMMARY ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ACCOUNT INFORMATION ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MORE INFORMATION ABOUT THE PORTFOLIOS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Selection ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Strategies ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ GLOSSARYÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Terminology ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Risk Terminology ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MANAGEMENTÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Information about the Investment Adviser ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Information about the SubadvisersÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Portfolio Management ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Payments in Connection with Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Custodian, Transfer and Dividend Paying Agent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Legal Proceedings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ FINANCIAL HIGHLIGHTS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ FOR MORE INFORMATION ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3 3 14 16 19 19 19 22 22 25 27 27 27 28 31 31 31 32 35

2

TRUST HIGHLIGHTS

Q&A

""Core Equity Securities'' are stocks, primarily of well established companies, diversiÑed by industry and company type that are selected based on their predictable or anticipated earnings growth and best relative value. A ""Growth'' philosophy Ì that of investing in securities believed to oÅer the potential for capital appreciation Ì focuses on securities of companies that are considered to have a historical record of an above-average growth rate, signiÑcant growth potential, above-average earnings growth or value, the ability to sustain earnings growth, or that oÅer proven or unusual products or services, or operate in industries experiencing increasing demand. A ""Value'' philosophy Ì that of investing in securities believed to be undervalued in the market Ì often reÖects a contrarian approach in that the potential for superior relative performance is believed to be highest when stocks of fundamentally solid companies are out of favor. The selection criteria is generally calculated to identify stocks of companies with solid Ñnancial strength and generous dividend yields that have low price-earnings ratios and have generally been overlooked by the market, or companies undervalued within an industry or market capitalization category.

The following questions and answers are designed to give you an overview of Anchor Series Trust (the Trust) and to provide you with information about the Trust's nine separate investment series (Portfolios), Ñve of which are described in this Prospectus, and their investment goals and principal investment strategies. More detailed investment information is provided in the charts, under ""More Information About the Portfolios,'' beginning on page 20, and the glossary that follows on page 22.

Q:

A:

What are the Portfolios' investment goals and principal investment strategies?

Each Portfolio operates as a separate mutual fund with its own investment goal and a principal investment strategy for pursuing it. There can be no assurance that any Portfolio will meet its investment goal or that the net return on an investment will exceed what could have been obtained through other investment or savings vehicles. Each investment goal and principal investment strategy may not be changed without shareholder vote. You will receive at least 60 days' notice prior to any change to the 80% investment policies set forth below. EQUITY PORTFOLIOS

Portfolio Investment Goal Principal Investment Strategy

Growth Portfolio

capital appreciation

invests primarily in core equity securities that are widely diversiÑed by industry and company invests primarily in growth equity securities across a wide range of industries and companies, using a wide-ranging and Öexible stock picking approach; may be concentrated and will generally have less investments in large company securities than the Growth Portfolio using a value approach, invests primarily in equity securities of U.S. or foreign companies that are expected to provide favorable returns in periods of rising inflation; under normal circumstances, at least 80% of net assets are invested in securities related to natural resources, such as energy, metals, mining and forest products

Capital Appreciation Portfolio

long-term capital appreciation

Natural Resources Portfolio

total return in excess of the U.S. rate of inÖation as represented by the Consumer Price Index

3

Anchor Series Trust

Capital Appreciation/Growth is an increase in the market value of securities held. Asset Allocation is a varying combination, depending on market conditions and risk level, of stocks, bonds, money market instruments and other assets. Total Return is a measure of performance which combines all elements of return including income and capital appreciation; it represents the change in value of an investment over a given period expressed as a percentage of the initial investment. Fixed Income Portfolios typically seek to provide high current income consistent with the preservation of capital by investing in Ñxed income securities. Income consists of interest payments from bonds or dividends from stocks. Yield is the annual dollar income received on an investment expressed as a percentage of the current or average price. ""High-Quality'' Instruments have a very strong capacity to pay interest and repay principal; they reÖect the issuers' high creditworthiness and low risk of default. ""Net Assets'' will take into account borrowing for investment purposes.

ALLOCATION PORTFOLIO

Portfolio Investment Goal Principal Investment Strategy

Asset Allocation Portfolio

high total return (including income and capital gains) consistent with long-term preservation of capital

invests in a diversiÑed portfolio that may include common stocks and other securities with common stock characteristics, bonds and other intermediate and long-term Ñxed income securities and money market instruments

FIXED INCOME PORTFOLIO

Portfolio Investment Goal Principal Investment Strategy

Government and Quality Bond Portfolio

relatively high current income, liquidity and security of principal

invests, under normal circumstances, at least 80% of net assets in obligations issued, guaranteed or insured by the U.S. government, its agencies or instrumentalities and in high quality corporate Ñxed income securities (rated AA¿ or better by Standard & Poor's or Aa3 or better by Moody's)

4

Anchor Series Trust

Q:

A:

What are the principal risks of investing in the Portfolios?

The following section describes the principal risks of each Portfolio, while the charts beginning on page 20 describe various additional risks. Risks of Investing in Equity Securities The Growth, Capital Appreciation and Natural Resources Portfolios invest primarily in equities. In addition, the Asset Allocation Portfolio invests signiÑcantly in equities. As with any equity fund, the value of your investment in any of these Portfolios may Öuctuate in response to stock market movements. Growth stocks are historically volatile, which will particularly aÅect the Growth and Capital Appreciation Portfolios. In addition, individual stocks selected for any of these Portfolios may underperform the market generally. You should be aware that the performance of diÅerent types of equity stocks may perform well under varying market conditions Ì for example, ""value'' stocks may perform well under circumstances in which ""growth'' stocks in general have fallen, or vice versa. Risks of Investing in Bonds The Government and Quality Bond Portfolio invests primarily in bonds. In addition, the Asset Allocation Portfolio invests signiÑcantly in bonds. As a result, as with any bond fund, the value of your investment in these Portfolios may go up or down in response to changes in interest rates or defaults (or even the potential for future default) by bond issuers. To the extent a Portfolio is invested in the bond market, movements in the bond market may aÅect its performance. In addition, individual bonds selected for any of these Portfolios may underperform the market generally. Risks of Investing in Junk Bonds The Asset Allocation Portfolio may invest in high yield, high risk bonds commonly known as ""junk bonds,'' which are considered speculative. Junk bonds carry a substantial risk of default or of changes in the issuer's creditworthiness, or they may already be in default. A junk bond's market price may Öuctuate more than higher-quality securities and may decline signiÑcantly. In addition, it may be more diÇcult for the Portfolio to dispose of junk bonds or to determine their value. Junk bonds may contain redemption or call provisions that, if exercised during a period of declining interest rates, may force the Portfolio to replace the security with a lower yielding security. If this occurs, it will result in a decreased return for you. Risks of Investing Internationally All of the Portfolios may, and the Growth, Capital Appreciation, Asset Allocation and Natural Resources Portfolios will, invest to varying degrees in foreign securities, including in ""emerging market'' countries. These securities may be denominated in currencies other than U.S. dollars. Foreign investing presents special risks, particularly in certain emerging markets. The value of your investment may be aÅected by Öuctuating currency values, changing local and regional economic, political and social conditions, and greater market volatility. In addition, foreign securities may not be as liquid as domestic securities. Risks of Investing in Smaller Companies Stocks of smaller companies may be more volatile than, and not as liquid as, those of larger companies. This will particularly aÅect the Growth, Capital Appreciation, Asset Allocation, and Natural Resources Portfolios. Risks of Investing in Natural Resources The Natural Resources Portfolio will be subject to certain risks speciÑc to investing in the natural resources industry. Investments in securities related to precious metals and minerals are considered speculative. Prices of precious metals may Öuctuate sharply over short time periods due to changes in inÖation or expectations regarding inÖation in various countries; metal sales by governments, central banks or international agencies; investment speculation; changes in industrial and commercial demand; 5 Anchor Series Trust

and governmental prohibitions or restrictions on the private ownership of certain precious metals or minerals. In addition, the market price of securities that are tied into the market price of a natural resource will Öuctuate on the basis of the natural resource. However, there may not be a perfect correlation between the movements of the asset-based security and the market price of the underlying natural resource. Further, these securities typically bear interest or pay dividends at below market rates, and in certain cases at nominal rates. The Portfolio's investments in natural resources securities exposes it to greater risk than a portfolio less concentrated in a group of related industries. Additional Principal Risks Shares of the Portfolios are not bank deposits and are not guaranteed or insured by any bank, government entity or the Federal Deposit Insurance Corporation. As with any mutual fund, there is no guarantee that a Portfolio will be able to achieve its investment goals. If the value of the assets of a Portfolio goes down, you could lose money.

Q:

A:

How have the Portfolios performed historically?

The following Risk/Return Bar Charts and Tables illustrate the risks of investing in the Portfolios by showing changes in the Portfolios' performance from calendar year to calendar year and comparing the Portfolios' average annual returns to those of an appropriate market index. Class 1, Class 2 and/or Class 3 shares are not oÅered in all Portfolios. Fees and expenses incurred at the contract level are not reÖected in the bar charts or tables. If these amounts were reÖected, returns would be less than those shown. Of course, past performance is not necessarily an indication of how a Portfolio will perform in the future.

6

Anchor Series Trust

GROWTH PORTFOLIO

(Class 1)*

50% 40 30

25.05% 30.41% 28.96% 29.94% 26.94%

20

10.82%

10 0

-1.03%

7.11%

-10

-13.09%

-20

-22.15%

-30

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the 10-year period shown in the bar chart, the highest return for a quarter was 23.93% (quarter ended 12/31/98) and the lowest return for a quarter was ¿17.43% (quarter ended 9/30/02).

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception Class 3 Since Inception

Growth Portfolio Class 1 Class 21 Class 31 Russell [email protected] Index2 *

7.11% 6.97% 6.85% 6.12%

0.86% N/A N/A 1.58%

10.67% N/A N/A 9.20%

N/A 3.68% N/A 3.79%

N/A N/A 16.20% 17.34%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. 1 Inception date for Class 2 shares is July 9, 2001 and for Class 3 shares is September 30, 2002. 2 The Russell [email protected] Index is an unmanaged, weighted index of the 3,000 largest publicly traded companies by market capitalization in the United States and is broadly representative of the universe of potential securities in which the Portfolio may invest.

7

Anchor Series Trust

CAPITAL APPRECIATION PORTFOLIO

(Class 1)*

80% 70 60 50 40

32.27% 67.58%

30 20 10 0 -10 -20

25.14%

25.43% 22.20% 11.67%

9.11%

-7.47% -12.61% -22.66%

-30

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the 10-year period shown in the bar chart, the highest return for a quarter was 39.01% (quarter ended 12/31/99) and the lowest return for a quarter was ¿22.41% (quarter ended 9/30/01).

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception Class 3 Since Inception

Capital Appreciation Portfolio Class 1 Class 21 Class 31 Russell [email protected] Growth Index2 * 1 2

11.67% 11.49% 11.39% 5.17%

1.72% N/A N/A ¿3.15%

12.47% N/A N/A 6.48%

N/A 4.12% N/A 0.41%

N/A N/A 17.44% 15.07%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date for Class 2 shares is July 9, 2001 and for Class 3 shares is September 30, 2002. The Russell [email protected] Growth Index measures the performance of those Russell [email protected] Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell [email protected] Growth or the Russell [email protected] Growth Indices.

8

Anchor Series Trust

NATURAL RESOURCES PORTFOLIO

(Class 1)*

55% 50 45 40 35 30 25 20 15 10 5 0

-1.01% 14.11% 8.33% 19.42% 25.01% 41.51% 47.77% 46.13%

-5 -10 -15 -20 -25

1996 1997 -17.33% 1998 1999 2000 2001 2002 2003 2004 2005 -8.59%

During the 10-year period shown in the bar chart, the highest return for a quarter was 25.03% (quarter ended 9/30/05) and the lowest return for a quarter was ¿17.46% (quarter ended 12/31/97).

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception Class 3 Since Inception

Natural Resources Portfolio Class 1 Class 21 Class 31 S&P [email protected] Index2 MSCI/S&P World Metals & Mining3 MSCI/S&P World Oil & Gas3 MSCI/S&P World Energy Equipment & Services3 *

46.13% 45.89% 45.73% 4.91% 36.71% 27.15% 48.98%

23.69% N/A N/A 0.54% 21.85% 13.53% 7.77%

15.48% N/A N/A 9.07% 7.50% 14.57% 11.78%

N/A 26.23% N/A 2.64% 24.68% 15.36% 15.52%

N/A N/A 39.94% 16.06% 40.48% 27.76% 35.65%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. 1 Inception date for Class 2 shares is July 9, 2001 and for Class 3 shares is September 30, 2002. 2 The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies. 3 The Morgan Stanley Capital International (MSCI)/S&P World Metals & Mining Index consists of companies conducting business in the following industries: aluminum, diversiÑed metals and mining, gold, precious metals and minerals and steel.

9

Anchor Series Trust

The MSCI/S&P World Oil & Gas is comprised of integrated oil companies engaged in the exploration, production, reÑnement, transportation, distribution, and marketing of oil and gas products. The MSCI/S&P World Energy, Equipment & Services is comprised of manufacturers of oil rigs and drilling equipment, and providers of drilling services and manufacturers of equipment for and providers of services to the oil and gas industry, including seismic data collection services.

10

Anchor Series Trust

ASSET ALLOCATION PORTFOLIO*

(Class 1)**

30% 25

21.81%

23.04% 18.95%

20 15 10 5

9.44%

10.32%

5.00% 3.32%

0 -5 -10

1996 1997 1998 1999

-0.31% -2.85%

-7.51% 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 11.17% (quarter ended 6/30/03) and the lowest return for a quarter was ¿8.76% (quarter ended 9/30/98).

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception Class 3 Since Inception

Asset Allocation Portfolio Class 1 Class 21 Class 31 S&P [email protected] Index2 Lehman Brothers U.S. Aggregate Index3 Blended Index4

5.00% 4.86% 4.71% 4.91% 2.43% 4.00%

5.07% N/A N/A 0.54% 5.87% 2.99%

7.66% N/A N/A 9.07% 6.16% 8.25%

N/A 6.38% N/A 2.64% 5.62% 4.15%

N/A N/A 12.87% 16.06% 3.83% 11.21%

* Performance information shown for periods prior to November 24, 2003 is that of the SunAmerica Series Trust Asset Allocation Portfolio (the ""SAST Portfolio'') that was reorganized into the Portfolio on November 24, 2003. The SAST Portfolio had the same investment goal and investment strategies and policies as the Portfolio, and was managed by the same portfolio managers. ** Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. 1 Inception date for the SAST Portfolio Class 2 is July 9, 2001 and for Class 3 is September 30, 2002. 2 The S&P [email protected] Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies.

11

Anchor Series Trust

3 The Lehman Brothers U.S. Aggregate Index combines several Lehman Brothers Ñxed-income indices to give a broad view of the U.S. investment grade Ñxed rate bond market, with index components for government and corporate bonds, mortgage pass-through securities, and asset-backed securities. 4 The Blended Index consists of 40% Lehman Brothers U.S. Aggregate Index and 60% S&P 500 Index.

12

Anchor Series Trust

GOVERNMENT AND QUALITY BOND PORTFOLIO

(Class 1)*

25%

20

15

11.35%

10

9.53%

9.18% 6.93%

9.33%

5

2.89% 2.50%

3.41%

2.62%

0

-1.65%

-5

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the 10-year period shown in the bar chart, the highest return for a quarter was 4.68% (quarter ended 9/30/98) and the lowest return for a quarter was ¿2.46% (quarter ended 3/31/96).

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Past Five Past Ten Year Years Years Class 2 Since Inception Class 3 Since Inception

Government and Quality Bond Portfolio Class 1 Class 21 Class 31 Lehman Brothers U.S. Aggregate A or Better Index2 *

2.62% 2.46% 2.37% 2.54%

4.92% N/A N/A 5.71%

5.54% N/A N/A 6.11%

N/A 4.63% N/A 5.48%

N/A N/A 2.76% 3.47%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown.

1 2

Inception date for Class 2 shares is July 9, 2001 and for Class 3 shares is September 30, 2002. The Lehman Brothers U.S. Aggregate A or Better Index is a subset of the Lehman Brothers Aggregate Bond Index and indices, government and corporate bonds, agency mortgage pass-through securities, and asset-backed securities. However, the Lehman Brothers U.S. Aggregate A or Better Index excludes BBB bonds.

13

Anchor Series Trust

EXPENSE SUMMARY

The table below describes the fees and expenses you may pay on shares if you remain invested in each Portfolio. Each Portfolio's annual operating expenses do not reÖect the separate account fees charged in the Variable Contracts, as deÑned herein, in which the Portfolio is oÅered. Please see your Variable Contract prospectus for more details on the separate account fees.

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets)

Growth Portfolio Class 1 Class 2 Class 3 Capital Appreciation Portfolio Class 1 Class 2 Class 3

Management Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Service (12b-1) FeesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total Annual Portfolio Operating Expenses ÏÏÏÏ

0.67% 0.00% 0.06% 0.73%

0.67% 0.15% 0.06% 0.88%

0.67% 0.25% 0.06% 0.98%

0.70% 0.00% 0.07% 0.77%

0.70% 0.15% 0.07% 0.92%

0.70% 0.25% 0.07% 1.02%

Natural Resources Portfolio Class 1 Class 2 Class 3

Asset Allocation Portfolio Class 1 Class 2 Class 3

Management Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Service (12b-1) FeesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total Annual Portfolio Operating Expenses ÏÏÏÏ

0.75% 0.00% 0.09% 0.84%

0.75% 0.15% 0.09% 0.99%

0.75% 0.25% 0.09% 1.09%

0.60% 0.00% 0.07% 0.67%

0.60% 0.15% 0.07% 0.82%

0.60% 0.25% 0.07% 0.92%

Government and Quality Bond Portfolio Class 1 Class 2 Class 3

Management Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Service (12b-1) FeesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total Annual Portfolio Operating Expenses ÏÏÏÏ

0.55% 0.00% 0.06% 0.61%

0.55% 0.15% 0.06% 0.76%

0.55% 0.25% 0.06% 0.86%

14

Anchor Series Trust

Example

This Example is intended to help you compare the cost of investing in a Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. This Example also assumes that your investment has a 5% return each year, reinvestment of all dividends and distributions, and that the Portfolio's operating expenses remain the same. The Example does not reÖect charges imposed by the Variable Contract. See the Variable Contract Prospectus for information on such charges. Although your actual costs may be higher or lower, based on the assumptions, your costs would be:

1 Year 3 Years 5 Years 10 Years

Growth Portfolio (Class 1 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Capital Appreciation Portfolio (Class 1 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Natural Resources Portfolio (Class 1 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Asset Allocation Portfolio (Class 1 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Government and Quality Bond Portfolio (Class 1 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

$ 75 90 100 $ 79 94 104 $ 86 101 111 $ 68 84 94 $ 62 78 88

$233 281 312 $246 293 325 $268 315 347 $214 262 293 $195 243 274

$406 488 542 $428 509 563 $466 547 601 $373 455 509 $340 422 477

$ 906 1,084 1,201 $ 954 1,131 1,248 $1,037 1,213 1,329 $ 835 1,014 1,131 $ 762 942 1,061

15

Anchor Series Trust

ACCOUNT INFORMATION

Shares of each Portfolio are not oÅered directly to the public. Instead, shares are currently issued and redeemed only in connection with investments in and payments under variable annuity contracts and variable life insurance policies (""Variable Contracts'') oÅered by life insurance companies aÇliated with AIG SunAmerica Asset Management Corp. (""AIG SAAMCo''), the investment adviser and manager, as well as non-aÇliated life insurance companies. All shares of the Trust are owned by ""Separate Accounts'' of the life insurance companies. The term ""Manager'' as used in this Prospectus means either AIG SAAMCo or the other registered investment advisers that serve as subadvisers to the Trust, as the case may be. The Trust oÅers three classes of shares: Class 1, Class 2 and Class 3 shares. This Prospectus oÅers all three classes of shares. Certain classes of shares are oÅered only to existing contract owners and are not available to new investors. In addition, not all Portfolios are available to all contract owners. You should be aware that the Variable Contracts involve fees and expenses that are not described in this Prospectus, and that the contracts also may involve certain restrictions and limitations. You will Ñnd information about purchasing a Variable Contract and the Portfolios available to you in the prospectus that oÅers the contracts, which accompanies this Prospectus. The Trust does not foresee a disadvantage to contract owners arising out of the fact that the Trust oÅers its shares for Variable Contracts through the various life insurance companies. Nevertheless, the Trust's Board of Trustees intends to monitor events in order to identify any material irreconcilable conÖicts that may possibly arise and to determine what action, if any, should be taken in response. If such a conÖict were to occur, one or more insurance company separate accounts might withdraw their investments in the Trust. This might force the Trust to sell portfolio securities at disadvantageous prices.

Service Fees

Class 2 and Class 3 shares of each Portfolio are subject to a Rule 12b-1 plan that provides for service fees payable at the annual rate of up to 0.15% and 0.25%, respectively, of the average daily net assets of such class of shares. The service fees will be used to compensate the life insurance companies for costs associated with the servicing of either Class 2 or Class 3 shares, including the cost of reimbursing the life insurance companies for expenditures made to Ñnancial intermediaries for providing service to contract holders who are the indirect beneÑcial owners of the Portfolios' Class 2 or Class 3 shares. Because these fees are paid out of each Portfolio's Class 2 or Class 3 assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Transaction Policies

Valuation of shares. The net asset value per share (""NAV'') for each Portfolio and class is determined each business day at the close of regular trading on the New York Stock Exchange (generally 4:00 p.m., Eastern time) by dividing the net assets of each class by the number of such class's outstanding shares. The NAV for each Portfolio also may be calculated on any other day in which there is suÇcient liquidity in the securities held by the Portfolio. As a result, the value of the Portfolio's shares may change on days when you will not be able to purchase or redeem your shares. Investments for which market quotations are readily available are valued at their market price as of the close of regular trading on the New York Stock Exchange for the day, unless, in accordance with pricing procedures approved by the Trust's Board, the market quotations are determined to be unreliable. Securities and other assets for which market quotations are unavailable or unreliable are valued at fair value in accordance with pricing procedures approved by the Board. As of the close of regular trading on the New York Stock Exchange, securities traded primarily on security exchanges outside the United States are valued at the market price at the close of such exchanges on the day of valuation. If a security's price is available from more than one exchange, a Portfolio uses the exchange that is the primary market for the security. However, depending on the foreign market, closing 16 Anchor Series Trust

prices may be up to 15 hours old when they are used to price the Portfolio's shares, and the Portfolio may determine that certain closing prices are unreliable. This determination will be based on review of a number of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. If the Portfolio determines that closing prices do not reÖect the fair value of the securities, the Portfolio will adjust the previous closing prices in accordance with pricing procedures approved by the Board to reÖect what it believes to be the fair value of the securities as of the close of regular trading on the New York Stock Exchange. A Portfolio may also fair value securities in other situations, for example, when a particular foreign market is closed but the Portfolio is open. For foreign equity securities, the Trust uses an outside pricing service to provide it with closing market prices and information used for adjusting those prices. Because Class 2 and Class 3 shares are subject to service fees, while Class 1 shares are not, the net asset value per share of the Class 2 and Class 3 shares will generally be lower than the net asset value per share of the Class 1 shares of each Portfolio. Certain Portfolios may invest to a large extent in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Trust does not price its shares. As a result, the value of these Portfolios' shares may change on days when the Trust is not open for purchases or redemptions. Buy and sell prices. The Separate Accounts buy and sell shares of a Portfolio at NAV, without any sales or other charges. However, as discussed above, Class 2 and Class 3 shares are subject to service fees pursuant to a Rule 12b-1 plan. Execution of requests. The Trust is open on those days when the New York Stock Exchange is open for regular trading. Buy and sell requests are executed at the next NAV to be calculated after the request is accepted by the Trust. If the order is received by the Trust, or the insurance company as its authorized agent, before the Trust's close of business (generally, 4:00 p.m., Eastern time), the order will receive that day's closing price. If the order is received after that time, it will receive the next business day's closing price. During periods of extreme volatility or market crisis, a Portfolio may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to seven business days or longer, as allowed by federal securities laws.

Frequent Purchases and Redemptions of Shares

The Portfolios, which are oÅered only through Variable Contracts, are intended for long-term investment and not as frequent short-term trading (""market timing'') vehicles. Accordingly, organizations or individuals that use market timing investment strategies and make frequent transfers or redemptions should not acquire Variable Contracts that relate to shares of the Portfolios. The Board of Trustees has adopted policies and procedures with respect to market timing activity as discussed below. The Trust believes that market timing activity is not in the best interest of its Portfolios' performance or their participants. Market timing can disrupt the ability of a Manager to invest assets in an orderly, longterm manner, which may have an adverse impact on the performance of the Portfolios. In addition, market timing may increase a Portfolio's expenses through: increased brokerage, transaction and administrative costs; forced and unplanned portfolio turnover; and large asset swings that decrease a Portfolio's ability to provide maximum investment return to all participants. This in turn can have an adverse eÅect on Portfolio performance. Since all the Portfolios may invest signiÑcantly in foreign securities and because the Asset Allocation Portfolio may invest in high yield Ñxed income securities (""junk bonds''), they may be particularly vulnerable to market timing. Market timing in Portfolios investing signiÑcantly in foreign securities may occur because of time zone diÅerences between the foreign markets on which a Portfolio's international portfolio securities trade and the time as of which the Portfolio's net asset value is calculated. Market timing in Portfolios investing signiÑcantly in junk bonds may occur if market prices are not readily 17 Anchor Series Trust

available for a Portfolio's junk bond holdings. Market timers may purchase shares of a Portfolio based on events occurring after foreign market closing prices are established but before calculation of the Portfolio's net asset value, or if they believe market prices for junk bonds are not accurately reÖected by a Portfolio. One of the objectives of the Trust's fair value pricing procedures is to minimize the possibilities of this type of market timing (see ""Transaction Policies Ì Valuation of Shares''). Shares of the Portfolios are held through Separate Accounts. The ability of the Trust to monitor transfers made by the participants in Separate Accounts maintained by Ñnancial intermediaries is limited by the institutional nature of these omnibus accounts. The Board's policy is that the Portfolios must rely on the Separate Account to both monitor market timing within a Portfolio and attempt to prevent it through their own policies and procedures. In situations in which the Trust becomes aware of possible market timing activity, it will notify the Separate Account in order to help facilitate the enforcement of such entity's market timing policies and procedures. There is no guarantee that the Trust will be able to detect market timing activity or the participants engaged in such activity, or, if it is detected, to prevent its recurrence. Whether or not the Trust detects it, if market timing activity occurs, then you should anticipate that you will be subject to the disruptions and increased expenses discussed above. The Trust reserves the right, in its sole discretion and without prior notice, to reject or refuse purchase orders received from insurance company separate accounts, whether directly or by transfer, including orders that have been accepted by a Ñnancial intermediary, that the Trust determines not to be in the best interest of the Portfolios. Such rejections or refusals will be applied uniformly without exception. Please review your Variable Contract prospectus for more information regarding the insurance company's market timing policies and procedures, including any restrictions or limitations that the insurance company separate account may impose with respect to trades made through a Variable Contract. Please refer to the documents pertaining to your Variable Contract prospectus on how to direct investments in or redemptions from (including making transfers into or out of) the Portfolios and any fees that may apply.

Portfolio Holdings

The Trust's policies and procedures with respect to the disclosure of the Portfolios' securities are described in the Statement of Additional Information.

Dividend Policies and Taxes

Distributions. Each Portfolio annually declares and distributes substantially all of its net investment income in the form of dividends. Distributions from net realized gains, if any, are paid annually for all Portfolios. Each of the Portfolios reserves the right to declare and pay dividends less frequently than as disclosed above, provided that the net realized capital gains and net investment income, if any, are paid at least annually. Distribution Reinvestments. The dividends and distributions, if any, will be automatically reinvested in additional shares of the same Portfolio on which they were paid. The per share dividends on Class 2 and Class 3 shares will generally be lower than the per share dividends on Class 1 shares of the same Portfolio as a result of the fact that Class 2 and Class 3 shares are subject to service fees, while Class 1 shares are not. Taxability of a Portfolio. Each Portfolio intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended. As long as each Portfolio is qualiÑed as a regulated investment company, it will not be subject to federal income tax on the earnings that it distributes to its shareholders.

18

Anchor Series Trust

MORE INFORMATION ABOUT THE PORTFOLIOS

Investment Selection

Each Portfolio, other than the Asset Allocation and Government and Quality Bond Portfolios, buys and sells securities based on bottom-up investment analysis and individual security selection, with an aim to uncover opportunities with potential for price appreciation. A bottom-up investment approach searches for outstanding performance of individual stocks before considering the impact of economic or industry trends. Each Portfolio is managed using a proprietary fundamental analysis in order to select securities which are deemed to be consistent with the Portfolio's investment objective and are priced attractively. Fundamental analysis of a company involves the assessment of such factors as its business environment, management, balance sheet, income statement, anticipated earnings, revenues, dividends, and other related measures of value. Securities are sold when the investment has achieved its intended purpose, or because it is no longer considered attractive. The Asset Allocation and Government and Quality Bond Portfolios employ both a bottom-up and a topdown analysis in its investment approach. On an individual security basis, a Portfolio buys and sells securities based on bottom up investment analysis, with an aim to uncover opportunities with potential for price appreciation. A bottom-up investment approach searches for outstanding performance of individual stocks before considering the impact of economic or industry trends. Each Portfolio is managed using a proprietary fundamental analysis in order to select securities which are deemed to be consistent with the Portfolio's investment objective and are priced attractively. Fundamental analysis of a company involves the assessment of such factors as its business environment, management, balance sheet, income statement, anticipated earnings, revenues, dividends, and other related measures of value. Securities are sold when the investment has achieved its intended purpose, or because it is no longer considered attractive. In addition, each Portfolio is managed using a proprietary top-down macro analysis for asset allocation among its diÅerent asset classes, countries, sectors and styles. Top-down macro analysis involves the assessment of such factors as trends in economic growth, inÖation and the capital market environment.

Investment Strategies

Each Portfolio has its own investment goal and principal investment strategy for pursuing as described in the charts beginning on page 3. The charts provided below summarize information about each Portfolio's investments. We have included a glossary to deÑne the investment and risk terminology used in the charts and throughout this Prospectus. Unless otherwise indicated, investment restrictions, including percentage limitations, apply at the time of purchase under normal market conditions. You should consider your ability to assume the risks involved before investing in a Portfolio through one of the Variable Contracts.

19

Anchor Series Trust

Growth What are the Portfolio's principal investments? , Equity securities: Ó large-cap stocks Ó mid-cap stocks Ó small-cap stocks

Capital Appreciation , Equity securities: Ó large-cap stocks Ó mid-cap stocks Ó small-cap stocks

Natural Resources , Equity securities: Ó large-cap stocks Ó mid-cap stocks Ó small-cap stocks Ó foreign equity securities including ADRs, EDRs, or GDRs , Equity securities: Ó rights Ó warrants , Fixed income securities: Ó preferred stocks , Borrowing for temporary or emergency purposes (up to 20%) , Currency transactions , Options and futures , Forward commitments , Defensive investments , Illiquid securities (up to 10%) , When-issued/delayed delivery transactions , Special situations , REITs

What other types of investments or strategies may the Portfolio use to a signiÑcant extent? What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, Equity securities: Ó foreign equity securities including ADRs, EDRs or GDRs (up to 25%) , Currency transactions , Borrowing for temporary or emergency purposes (up to 10%) , Illiquid securities (up to 10%) , Forward commitments , When-issued/delayed delivery transactions , Defensive investments , Special situations , Options and futures , Rights and warrants , Convertible securities (up to 20%) , Market volatility , Securities selection , Small and medium sized companies , Active trading , Hedging , Growth stocks , Foreign exposure , Currency volatility

, Equity securities: Ó foreign equity securities including ADRs, EDRs or GDRs (up to 30%) , Currency transactions , Borrowing for temporary or emergency purposes (up to 10%) , Illiquid securities (up to 10%) , Forward commitments , When-issued/delayed delivery transactions , Defensive investments , Special situations , Options and futures , Rights and warrants , Convertible securities (up to 20%) , , , , , , , , Market volatility Securities selection Growth stocks Small and medium sized companies Active trading Hedging Currency volatility Foreign exposure

What risks normally aÅect the Portfolio?

, , , , , , , , ,

Foreign exposure Emerging markets Market volatility Small and medium sized companies Natural resources sector Securities selection Active trading Hedging Currency volatility

20

Anchor Series Trust

Asset Allocation What are the Portfolio's principal investments? , Equity securities: Ó common stocks Ó convertible securities Ó warrants Ó rights , Fixed income securities: Ó U.S. government securities Ó investment grade corporate bonds Ó preferred stocks Ó junk bonds (up to 25% of Ñxed income investments) Ó senior securities Ó pass-through securities , REITs , Registered investment companies , Foreign securities , Equity securities: Ó small-cap stocks Ó medium-cap stocks Ó convertible securities , Foreign securities: Ó ADRs, GDRs and EDRs Ó emerging markets , Equity swaps , Currency transactions , Futures , Forward commitments , Mortgage dollar rolls , Deferred interest bonds , Illiquid securities (up to 15%) , , , , , , , , , , , What risks normally aÅect the Portfolio? , , , , , , , , , , , , , , Options and futures Short-term investments Firm commitment agreements When-issued and delayed-delivery transactions Zero coupon bonds Interest rate swaps, caps, Öoors and collars Securities lending (up to 331/3%) Loan participations and assignments Defensive investments Borrowing for temporary or emergency purposes (up to 331/3%) Hybrid instruments (up to 10%) Market volatility Securities selection Interest rate Öuctuations Credit quality Currency volatility Foreign exposure Derivatives Hedging Growth stocks Prepayment Illiquidity Active trading Prepayment Small and medium sized companies

Government and Quality Bond , Fixed income securities: Ó U.S. government securities Ó high quality corporate bonds Ó mortgage backed and asset backed securities

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

, Fixed-income securities: Ó corporate bonds rated as low as ""A¿'' (up to 20%) Ó foreign Ñxed income securities (U.S. dollar denominated) , Credit default swaps (up to 5%) , Interest rate swaps, caps, Öoors and collars (up to 10%) , Total return swaps (up to 10%)

What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, Borrowing for temporary or emergency purposes (up to 10%) , Illiquid securities (up to 10%) , Forward commitments , When-issued/delayed delivery transactions , Defensive investments , Zero coupon bonds , Currency transactions , Futures , Special situations , Rights and warrants

, , , , , , ,

Market volatility Securities selection Interest rate Öuctuations Active trading Hedging Credit quality Prepayment

21

Anchor Series Trust

GLOSSARY

Investment Terminology

Borrowing for temporary or emergency purposes involves the borrowing of cash or securities by a Portfolio in limited circumstances, including to meet redemptions. Borrowing will cost a Portfolio interest expense and other fees. Borrowing may exaggerate changes in a Portfolio's net asset value and the cost may reduce a Portfolio's return. Credit default swaps involve the receipt of Öoating or Ñxed rate payments in exchange for assuming potential credit losses of an underlying security. Credit default swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive or make a payment from the other party upon the occurrence of speciÑed credit events. Currency transactions include the purchase and sale of currencies to facilitate the settlement of securities transactions and forward currency contracts, which are used to hedge against changes in currency exchange rates or to enhance return. Defensive investments include high quality Ñxed income securities, repurchase agreements and other money market instruments. A Portfolio may make temporary defensive investments in response to adverse market, economic, political or other conditions. When a Portfolio takes a defensive position, it may miss out on investment opportunities that could have resulted from investing in accordance with its principal investment strategy. As a result, a Portfolio may not achieve its investment goal. Equity securities, such as common stocks, represent shares of equity ownership in a corporation. Common stocks may or may not receive dividend payments. Certain securities have common stock characteristics, including certain convertible securities such as convertible preferred stock, convertible bonds, warrants and rights, and may be classiÑed as equity securities. Investments in equity securities and securities with equity characteristics include: , Convertible securities are securities (such as bonds or preferred stocks) that may be converted into common stock of the same or a diÅerent company. , Market Capitalization Ranges. Companies are determined to be large-cap companies, mid-cap companies, or small-cap companies based upon the total market value of the outstanding securities of the company. Generally, large-cap stocks will include companies that fall within the range of the Russell 1000» Index, mid-cap stocks will include companies that fall within the capitalization range of the Russell Mid Cap» Index, and small-cap stocks will include companies that fall within the range of the Russell 2000» Index. Due to Öuctuations in market conditions, there may be some overlap among capitalization categories. The market capitalization of companies within any Portfolio's investments may change over time; however, a Portfolio will not sell a stock just because a company has grown to a market capitalization outside the appropriate range. The Portfolios may, on occasion, purchase companies with a market capitalization above or below the range. , Warrants are rights to buy common stock of a company at a speciÑed price during the life of the warrant. , Rights represent a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance before the stock is oÅered to the general public. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment. 22 Anchor Series Trust

Firm commitment agreements and when-issued or delayed-delivery transactions call for the purchase or sale of securities at an agreed-upon price on a speciÑed future date. At the time of delivery of the securities, the value may be more or less than the purchase price. Fixed income securities are broadly classiÑed as securities that provide for periodic payment, typically interest or dividend payments, to the holder of the security at a stated rate. Most Ñxed income securities, such as bonds, represent indebtedness of the issuer and provide for repayment of principal at a stated time in the future. Others do not provide for repayment of a principal amount. Investments in Ñxed income securities include: , U.S. government securities are issued or guaranteed by the U.S. government, its agencies and instrumentalities. Some U.S. government securities are issued or unconditionally guaranteed by the U.S. Treasury. They are of the highest possible credit quality. While these securities are subject to variations in market value due to Öuctuations in interest rates, they will be paid in full if held to maturity. Other U.S. government securities are neither direct obligations of, nor guaranteed by, the U.S. Treasury. However, they involve federal sponsorship in one way or another. For example, some are backed by speciÑc types of collateral; some are supported by the issuer's right to borrow from the Treasury; some are supported by the discretionary authority of the Treasury to purchase certain obligations of the issuer; and others are supported only by the credit of the issuing government agency or instrumentality. , Corporate debt instruments (bonds, notes and debentures) are securities representing a debt of a corporation. The issuer is obligated to repay a principal amount of indebtedness at a stated time in the future and in most cases to make periodic payments of interest at a stated rate. , An investment grade Ñxed income security is rated in one of the top four rating categories by a debt rating agency (or is considered of comparable quality by the Adviser or Subadviser). The two best-known debt rating agencies are S&P and Moody's Investors Service, Inc. (Moody's). Investment grade refers to any security rated ""BBB'' or above by S&P or ""Baa'' or above by Moody's. , A junk bond is a high yield, high risk bond that does not meet the credit quality standards of an investment grade security. , Pass-through securities involve various debt obligations that are backed by a pool of mortgages or other assets. Principal and interest payments made on the underlying asset pools are typically passed through to investors. Types of pass-through securities include mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities, and asset-backed securities. , Preferred stocks receive dividends at a speciÑed rate and have preference over common stock in the payment of dividends and the liquidation of assets. , Zero-Coupon Bonds and Deferred Interest Bonds are debt obligations issued or purchased at a signiÑcant discount from face value. Certain zero coupon bonds (Discount Bonds) also are sold at substantial discounts from their maturity value and provide for the commencement of regular interest payments at a deferred date. Foreign securities are issued by companies located outside of the United States, including emerging markets. Foreign securities may include foreign corporate and government bonds, foreign equity securities, foreign investment companies, passive foreign investment companies (PFICs), American Depositary Receipts (ADRs) or other similar securities that represent interests in foreign equity securities, such as European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). An emerging market country is generally one with a low or middle income economy or that is in the early stages of its industrialization cycle. For Ñxed income investments, an emerging market includes those where the sovereign credit rating is below investment grade. Emerging market countries may change over time 23 Anchor Series Trust

depending on market and economic conditions and the list of emerging market countries may vary by Adviser or Subadviser. Forward commitments are commitments to purchase or sell securities at a future date. A Portfolio purchasing a forward commitment assumes the risk of any decline in value of the securities beginning on the date of the agreement. Similarly, a Portfolio selling such securities does not participate in further gains or losses on the date of the agreement. Hybrid instruments, such as indexed structured securities (i.e., Standard and Poor's Depositary receipts (SPDRs) and iSharesSM) and other exchange traded funds (ETFs), can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, or securities index. Such securities may bear interest or pay dividends at below market (or even relatively nominal) rates. Under certain conditions, the redemption value of such an investment could be zero. Interest rate swaps, caps, Öoors and collars. Interest rate swaps involve the exchange by the Portfolio with another party of its respective commitments to pay or receive interest, such as an exchange of Ñxedrate payments for Öoating rate payments. The purchase of an interest rate cap entitles the purchaser, to the extent that a speciÑed index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate Öoor entitles the purchaser, to the extent that a speciÑed index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate Öoor. An interest rate collar is the combination of a cap and a Öoor that preserves a certain return within a predetermined range of interest rates. Illiquid/Restricted securities are subject to legal or contractual restrictions that may make them diÇcult to sell. A security that cannot easily be sold within seven days will generally be considered illiquid. Certain restricted securities (such as Rule 144A securities) are not generally considered illiquid because of their established trading market. Loan participations and assignments are investments in which a Portfolio acquires some or all of the interest of a bank or other lending institution in a loan to a corporate borrower. The highly leveraged nature of many such loans may make such loans especially vulnerable to adverse changes in economic or market conditions. As a result, the Portfolio may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. Options and futures are contracts involving the right to receive or the obligation to deliver assets or money depending on the performance of one or more underlying assets or a market or economic index. An option gives its owner the right, but not the obligation, to buy (""call'') or sell (""put'') a speciÑed amount of a security at a speciÑed price within a speciÑed time period. A futures contract is an exchange-traded legal contract to buy or sell a standard quantity and quality of a commodity, Ñnancial instrument, index, etc. at a speciÑed future date and price. REITs (real estate investment trusts) are trusts that invest primarily in commercial real estate or real estate related loans. The value of an interest in a REIT may be aÅected by the value and the cash Öows of the properties owned or the quality of the mortgages held by the REIT. Registered investment companies are investments by a Portfolio in other investment companies which are registered in accordance with the federal securities laws. Roll transactions involve the sale of mortgage or other asset-backed securities (""roll securities'') with the commitment to purchase substantially similar (same type, coupon and maturity) but not identical securities on a speciÑed future date. Securities lending involves a loan of securities by a Portfolio in exchange for cash or collateral. A Portfolio earns interest on the loan while retaining ownership of the security. 24 Anchor Series Trust

Short-term investments include money market securities such as short-term U.S. government obligations, repurchase agreements, commercial paper, bankers' acceptances and certiÑcates of deposit. These securities may provide a Portfolio with suÇcient liquidity to meet redemptions and cover expenses without having to sell other portfolio securities. A special situation arises when, in the opinion of the Subadviser, the securities of a particular issuer will be recognized and appreciate in value due to a speciÑc development with respect to that issuer. Developments creating a special situation might include, among others, a new product or process, a technological breakthrough, a management change or other extraordinary corporate event, or diÅerences in market supply of and demand for the security. Investments in special situations may carry an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention. Total return swaps are contracts that obligate a party to pay or receive interest in exchange for the payment by the other party of the total return generated by a security, a basket of securities, an index or an index component.

Risk Terminology

Active trading: A strategy used whereby the Portfolio may engage in frequent trading of portfolio securities to achieve its investment goal. Active trading may result in high portfolio turnover and correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by a Portfolio. In addition, because a Portfolio may sell a security without regard to how long it has held the security, active trading may have tax consequences for certain shareholders, involving a possible increase in short-term capital gains or losses. During periods of increased market volatility, active trading may be more pronounced. In the ""Financial Highlights'' section we provide each Portfolio's portfolio turnover rate for each of the last Ñve Ñscal years. Credit quality: The creditworthiness of the issuer is always a factor in analyzing Ñxed income securities. An issuer with a lower credit rating will be more likely than a higher rated issuer to default or otherwise become unable to honor its Ñnancial obligations. This type of issuer will typically issue junk bonds. In addition to the risk of default, junk bonds may be more volatile, less liquid, more diÇcult to value and more susceptible to adverse economic conditions or investor perceptions than other bonds. Currency volatility: The value of a Portfolio's foreign investments may Öuctuate due to changes in currency rates. A decline in the value of foreign currencies relative to the U.S. dollar generally can be expected to depress the value of the Portfolio's non-U.S. dollar denominated securities. Foreign exposure: Investors in foreign countries are subject to a number of risks. A principal risk is that Öuctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively aÅect an investment. In addition, there may be less publicly available information about a foreign company and it may not be subject to the same uniform accounting, auditing and Ñnancial reporting standards as U.S. companies. Foreign governments may not regulate securities markets and companies to the same degree as in the U.S. Foreign investments will also be aÅected by local political or economic developments and governmental actions. Consequently, foreign securities may be less liquid, more volatile and more diÇcult to price than U.S. securities. These risks are heightened when an issuer is in an emerging market. Historically, the markets of emerging market countries have been more volatile than more developed markets; however, such markets can provide higher rates of return to investors. Growth stocks: Growth stocks can be volatile for several reasons. Since the issuers usually reinvest a high portion of earnings in their own business, growth stocks may lack the comfortable dividend yield associated with value stocks that can cushion total return in a bear market. Also, growth stocks normally carry a higher price/earnings ratio than many other stocks. Consequently, if earnings expectations are not met, the market price of growth stocks will often go down more than other stocks. However, the market frequently rewards growth stocks with price increases when expectations are met or exceeded. 25 Anchor Series Trust

Hedging: Hedging is a strategy in which a Portfolio uses a derivative security to reduce certain risk characteristics of an underlying security or portfolio of securities. While hedging strategies can be very useful and inexpensive ways of reducing risk, they are sometimes ineÅective due to unexpected changes in the market. Hedging also involves the risk that changes in the value of the derivative will not match those of the instruments being hedged as expected, in which case any losses on the instruments being hedged may not be reduced. An improper hedge could also reduce gains or cause losses. Illiquidity: There may not be a market for certain securities making it diÇcult or impossible to sell at the time and the price that the seller would like. Interest rate Öuctuations: The volatility of Ñxed income securities is due principally to changes in interest rates. The market value of bonds and other Ñxed income securities usually tends to vary inversely with the level of interest rates. As interest rates rise the value of such securities typically falls, and as interest rates fall, the value of such securities typically rises. Longer-term and lower coupon bonds tend to be more sensitive to changes in interest rates. Market volatility: The stock and/or bond markets as a whole could go up or down (sometimes dramatically). This could aÅect the value of the securities in a Portfolio's portfolio. Prepayment: Prepayment risk is the possibility that the principal of the loans underlying mortgagebacked or other pass-through securities may be prepaid at any time. As a general rule, prepayments increase during a period of falling interest rates and decrease during a period of rising interest rates. As a result of prepayments, in periods of declining interest rates a Portfolio may be required to reinvest its assets in securities with lower interest rates. In periods of increasing interest rates, prepayments generally may decline, with the eÅect that the securities subject to prepayment risk held by the Portfolio may exhibit price characteristics of longer-term debt securities. Natural resources sector: The value of equity investments in the natural resources sector will Öuctuate based on a number of factors, including: market conditions generally; the market for the particular natural resource in which the issuer is involved; events of nature; and international politics. Securities selection: A strategy used by a Portfolio, or securities selected by its portfolio manager, may fail to produce the intended return. Small and medium sized companies: Companies with smaller market capitalizations (particularly under $1.35 billion) tend to be at early stages of development with limited product lines, market access for products, Ñnancial resources, access to new capital, or depth in management. Consequently, the securities of smaller companies may not be as readily marketable and may be subject to more abrupt or erratic market movements. Securities of medium sized companies are also usually more volatile and entail greater risks than securities of large companies.

26

Anchor Series Trust

MANAGEMENT

Information about the Investment Adviser

AIG SunAmerica Asset Management Corp. (""AIG SAAMCo'') serves as investment adviser and manager for all the Portfolios of the Trust. AIG SAAMCo oversees the Subadvisers, provides various administrative services and supervises the daily business aÅairs of each Portfolio. AIG SAAMCo, located at Harborside Financial Center, 3200 Plaza 5, Jersey City, New Jersey 07311-4992, is a corporation organized under the laws of the state of Delaware, and managed, advised or administered assets in excess of $44.7 billion as of December 31, 2005. In addition to serving as investment adviser and manager to the Trust, AIG SAAMCo serves as adviser, manager and/or administrator for AIG Series Trust, Inc., AIG SunAmerica Focused Alpha Growth Fund, Inc., AIG SunAmerica Focused Alpha Large Cap Fund, Inc., Seasons Series Trust, SunAmerica Focused Series, Inc., SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc., SunAmerica Series Trust, SunAmerica Senior Floating Rate Fund, Inc., VALIC Company I and VALIC Company II. A discussion regarding the basis for the Board of Trustees approval of the Trust's investment advisory agreement and the subadvisory agreements between AIG SAAMCo and the Subadvisers is available in the Trust's 2005 Annual Report to shareholders, which is available upon request. AIG SAAMCo has received an exemptive order from the Securities and Exchange Commission that permits AIG SAAMCo, subject to certain conditions, to enter into agreements relating to the Asset Allocation Portfolio with Subadvisers approved by the Board of Trustees without obtaining shareholder approval. The exemptive order also permits AIG SAAMCo, subject to the approval of the Board but without shareholder approval, to employ new Subadvisers for the Asset Allocation Portfolio, change the terms of particular agreements with such Subadvisers or continue the employment of existing Subadvisers after events that would otherwise cause an automatic termination of a subadvisory agreement. Shareholders will be notiÑed of any Subadviser changes. Shareholders of the Asset Allocation Portfolio have the right to terminate an agreement with a Subadviser for that Portfolio at any time by a vote of the majority of the outstanding voting securities of such Portfolio. For the Ñscal year ended December 31, 2005, each Portfolio paid AIG SAAMCo a fee equal to the following percentage of average daily net assets:

Portfolio Fee

Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Capital Appreciation Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Natural Resources Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Asset Allocation PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Government and Quality Bond PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.67% 0.70% 0.75% 0.60% 0.55%

Information about the Subadvisers

Wellington Management Company, LLP (Wellington Management) is a Massachusetts limited liability partnership. The principal business address of Wellington Management is 75 State Street, Boston, Massachusetts 02109. Wellington Management is a professional investment counseling Ñrm that provides investment services to investment companies, employee beneÑt plans, endowments, foundations, and other institutions. As of December 31, 2005, Wellington Management managed approximately $521 billion of client assets in a broad range of investment styles for mutual fund sponsors and other institutional investors. WM Advisors, Inc. (WMA) is located at 1201 Third Avenue, 22nd Floor, Seattle, WA 98101. WMA is an investment adviser registered with the SEC under the Investment Company Act of 1940 and provides investment advisory services for separately managed accounts in addition to the WM Group of Funds. As of December 31, 2005, WMA had over $25 billion in assets under management. 27 Anchor Series Trust

AIG SAAMCo compensates the Subadvisers out of the advisory fees that it receives from the respective Portfolios. AIG SAAMCo may terminate its agreements with either Subadviser without shareholder approval.

Portfolio Management

The investment manager(s) and/or management team(s) that have primary responsibility for the day-today management of the Portfolios are set forth below in the following table. Unless otherwise noted, a management team's members share responsibility in making investment decisions on behalf of a Portfolio and no team member is limited in his/her role with respect to the management team. The Statement of Additional Information provides information regarding the portfolio managers listed below, including other accounts they manage, their ownership interest in the Portfolio(s), and the structure and method used by the Subadvisers to determine their compensation.

Portfolio Subadviser Name and Title of Portfolio Manager (and/or Management Team) Experience

Growth Portfolio

Wellington Management

, Matthew E. Megargel, CFA Senior Vice President and Equity Portfolio Manager

Mr. Megargel has served as the portfolio manager for the Portfolio since 1995. He joined Wellington Management as an investment professional in 1983. Mr. Kripke joined Wellington Management as an investment professional in 2001. Mr. Kripke has been involved in portfolio management and securities analysis of the Portfolio since 2001. Prior to joining Wellington Management, Mr. Kripke was an Associate Portfolio Manager at Merrill Lynch Asset Management from 1999-2001. Mr. Boggan joined Wellington Management as an investment professional in 2001. Mr. Boggan has served as portfolio manager of the Portfolio since 2001. Prior to joining Wellington Management, Mr. Boggan was a Managing Director of Palladian Capital Management in Los Angeles (1998-2000). Ms. Bittar joined Wellington Management as an investment professional in 1998. Ms. Bittar has been involved in portfolio management and securities analysis of the Portfolio since 1998.

, JeÅrey L. Kripke Vice President and Equity Portfolio Manager

, Francis J. Boggan, CFA Senior Vice President and Equity Portfolio Manager

, Maya K. Bittar, CFA Vice President and Equity Portfolio Manager

28

Anchor Series Trust

Portfolio

Subadviser

Name and Title of Portfolio Manager (and/or Management Team)

Experience

Capital Appreciation Portfolio

Wellington Management

, Robert D. Rands, CFA Senior Vice President and Equity Portfolio Manager

Mr. Rands has served as the portfolio manager for the Portfolio since its inception in 1987. He joined Wellington Management as an investment professional in 1978. Mr. Rands will retire eÅective December 31, 2006. Mr. Mortimer has served as coportfolio manager for the Portfolio since May 1, 2006. He joined Wellington Management as an investment professional in 2001. Prior to joining Wellington Management, Mr. Mortimer was an Equity Analyst at Vinik Asset Management (1998-2000). Mr. Mortimer is joining Mr. Rands as co-portfolio manager of the Portfolio. Mr. Rands will retire eÅective December 31, 2006 at which time it is expected that Mr. Mortimer will become lead portfolio manager of the Portfolio. Prior to becoming portfolio manager in 2003, Mr. Bevilacqua was the assistant portfolio manager of the Portfolio from 1998-2002. He joined Wellington Management as an investment professional in 1994. Mr. Bandtel has served as portfolio manager since 2004. He joined Wellington Management as an investment professional in 1990.

, Stephen C. Mortimer Vice President and Equity Portfolio Manager

Natural Resources Portfolio

Wellington Management

, James A. Bevilacqua Senior Vice President and Equity Portfolio Manager

, Karl E. Bandtel Senior Vice President and Equity Portfolio Manager

29

Anchor Series Trust

Portfolio

Subadviser

Name and Title of Portfolio Manager (and/or Management Team)

Experience

Asset Allocation Portfolio

WMA

Team members include: , Michael D. Meighan Senior Portfolio Manager Mr. Meighan joined WMA in 1999 as a Senior Asset Allocation Analyst. From 19931999 he was a Manager of Managed Assets at D.A. Davidson & Co. He holds the Chartered Financial Analyst designation. Mr. Pokrzynwinski joined WMA in 1992. He has been a Senior Portfolio Manager since 1994, and Head of the Fixed Income Investment Team since 1999. He holds the Chartered Financial Analyst designation. Mr. Yoakum re-joined WMA in 1999 as Senior Portfolio Manager and Chairman of the Investment Policy, Asset Allocation and Equity Investment Teams. From 1997-1999, Mr. Yoakum was the Chief Investment OÇcer at D.A. Davidson & Co. Mr. Yoakum holds the Chartered Financial Analyst designation. Mr. Keogh has served as the portfolio manager for the Portfolio since 1994. He joined Wellington Management as an investment professional in 1983. Mr. Gootkind has been involved in portfolio management and securities analysis for corporate securities within the Portfolio since May 1, 2006. Mr. Gootkind joined Wellington Management as an investment professional in 2000.

, Gary J. Pokrzynwinski Chief Investment OÇcer, Senior Portfolio Manager and Chairman of Investment Committee

, Randall L. Yoakum Chief Investment Strategist and Senior Portfolio Manager

Government and Quality Bond Portfolio

Wellington Management

, John C. Keogh Senior Vice President and Fixed Income Portfolio Manager

, Christopher L. Gootkind Vice President and Fixed Income Portfolio Manager

30

Anchor Series Trust

Payments in Connection with Distribution

Certain of the Trust's Subadvisers or their aÇliates make payments to certain AIG-aÇliated life insurance companies in connection with services related to the availability of the Portfolio(s) they manage being oÅered through the Variable Contracts. AIG SAAMCo makes payments to such life insurance companies pursuant to a proÑt sharing agreement between AIG SAAMCo and the life insurance companies. Furthermore, AIG SAAMCo receives Ñnancial support from certain Subadvisers for distribution-related activities, including support to help oÅset costs for training to support sales of the Portfolios.

Custodian, Transfer and Dividend Paying Agent

State Street Bank and Trust Company, Boston, Massachusetts, acts as Custodian of the Trust's assets as well as Transfer and Dividend Paying Agent and in so doing performs certain bookkeeping, data processing and administrative services.

Legal Proceedings

On February 9, 2006, American International Group, Inc. (""AIG''), the parent company and an aÇliated person of AIG SunAmerica Asset Management Corp. (""Adviser''), announced that it had consented to the settlement of an injunctive action instituted by the Securities and Exchange Commission (""SEC''). In its complaint, the SEC alleged that AIG violated Section 17(a) of the Securities Act of 1933, as amended, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5, 12b-20, 13a-1 and 13b2-1 promulgated thereunder, in connection with AIG's accounting and public reporting practices. The conduct described in the complaint did not involve any conduct of AIG or its subsidiaries related to their investment advisory or distribution activities with respect to the assets of the Portfolios. AIG, without admitting or denying the allegations in the complaint (except as to jurisdiction), consented to the entry of an injunction against further violations of the statutes referred to above. Absent exemptive relief granted by the SEC, the entry of such an injunction would prohibit AIG and its aÇliated persons from, among other things, serving as an investment adviser of any registered investment management company or principal underwriter for any registered open-end investment company pursuant to Section 9(a) of the Investment Company Act of 1940, as amended (""1940 Act''). Certain aÇliated persons of AIG, including the Adviser, received a temporary order from the SEC pursuant to Section 9(c) of the 1940 Act with respect to the entry of the injunction, granting exemptive relief from the provisions of Section 9(a) of the 1940 Act. The temporary order permits AIG and its aÇliated persons, including AIG's investment management subsidiaries, to serve as investment adviser, sub-adviser, principal underwriter or sponsor of the Portfolios. The Adviser expects that a permanent exemptive order will be granted, although there is no assurance the SEC will issue the order. Additionally, AIG and its subsidiaries reached a resolution of claims and matters under investigation with the United States Department of Justice (""DOJ''), the Attorney General of the State of New York (""NYAG'') and the New York State Department of Insurance (""DOI''), regarding accounting, Ñnancial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers' compensation premium taxes and other assessments. As a result of the settlements with the SEC, the DOJ, the NYAG and the DOI, AIG will make payments totaling approximately $1.64 billion. In addition, as part of its settlements, AIG has agreed to retain for a period of three years an independent consultant who will conduct a review that will include the adequacy of AIG's internal controls over Ñnancial reporting and the remediation plan that AIG has implemented as a result of its own internal review. Subject to receipt of permanent relief, the Adviser believes that the settlements are not likely to have a material adverse eÅect on the Adviser's ability to perform its investment advisory services relating to the Portfolios. 31 Anchor Series Trust

FINANCIAL HIGHLIGHTS

The following Financial Highlights tables for each Portfolio are intended to help you understand the Portfolio's Ñnancial performance for the past 5 years. Certain information reÖects Ñnancial results for a single Portfolio share. The total returns in each table represent the rate that an investor would have earned on an investment in a Portfolio (assuming reinvestment of all dividends and distributions). Separate Account charges are not reÖected in the total returns. If these amounts were reÖected, returns would be less than those shown. This information has been audited by PricewaterhouseCoopers LLP, whose report, along with each Portfolio's Ñnancial statements, is included in the Trust's Annual Report to shareholders, which is available upon request.

Net Asset Value beginning of period Net Net realized invest- & unrealized ment gain (loss) income on (loss)(1) investments Total from investment operations Dividends declared from net investment income Distributions from net realized gain on investments Total Dividends and Distributions Net Asset Value end of period Net Assets end of period (000's) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Total Return(2)

Portfolio turnover rate

12/31/01 12/31/02 12/31/03 12/31/04 12/31/05 07/09/0112/31/01(3) 12/31/02 12/31/03 12/31/04 12/31/05 09/30/0212/31/02(3) 12/31/03 12/31/04 12/31/05 1/31/01 1/31/02 1/31/03 02/01/0312/31/03* 12/31/04 12/31/05 07/09/0101/31/02(3) 01/31/03 02/01/0312/31/03* 12/31/04 12/31/05 09/30/0201/31/03(3) 02/01/0312/31/03* 12/31/04 12/31/05

$14.45 14.77 15.60 15.21 14.98 $14.90 14.77 15.59 15.20 14.97 $15.44 15.59 15.18 14.95 $14.52 14.55 12.84 11.49 13.72 14.72 $13.70 12.83 11.48 13.71 14.70 $11.26 11.48 13.70 14.69

$0.76 0.65 0.56 0.55 0.55 $0.26 0.62 0.52 0.52 0.53 $0.06 0.47 0.48 0.51 $0.41 0.41 0.42 0.35 0.38 0.41 $0.23 0.36 0.32 0.35 0.39 $0.11 0.29 0.34 0.37

$ 0.24 0.72 (0.18) (0.03) (0.16) $ 0.28 0.71 (0.17) (0.03) (0.16) $ 0.09 (0.14) Ì (0.16) $ 0.36 (1.35) (1.31) 2.35 1.01 0.32 $(0.34) (1.26) 2.36 1.01 0.32 $ 0.36 2.37 1.01 0.31

Government and Quality Bond Portfolio Ì Class 1 $ 1.00 $(0.68) $ Ì $(0.68) $14.77 6.93% 1.37 (0.54) Ì (0.54) 15.60 9.33 0.38 (0.65) (0.12) (0.77) 15.21 2.50 0.52 (0.74) (0.01) (0.75) 14.98 3.41 0.39 (0.59) Ì (0.59) 14.78 2.62 Government and Quality Bond Portfolio Ì Class 2 $ 0.54 $(0.67) $ Ì $(0.67) $14.77 3.67% 1.33 (0.51) Ì (0.51) 15.59 9.11 0.35 (0.62) (0.12) (0.74) 15.20 2.35 0.49 (0.71) (0.01) (0.72) 14.97 3.26 0.37 (0.57) Ì (0.57) 14.77 2.46 Government and Quality Bond Portfolio Ì Class 3 $ 0.15 $ Ì $ Ì $ Ì $15.59 1.23% 0.33 (0.62) (0.12) (0.74) 15.18 2.19 0.48 (0.70) (0.01) (0.71) 14.95 3.16 0.35 (0.55) Ì (0.55) 14.75 2.37 Asset Allocation Portfolio Ì Class 1 $ 0.77 $(0.43) $(0.31) $(0.74) $14.55 5.38% (0.94) (0.46) (0.31) (0.77) 12.84 (6.36) (0.89) (0.46) Ì (0.46) 11.49 (6.78) (0.47) Ì (0.47) 13.72 (0.39) Ì (0.39) 14.72 (0.46) Ì (0.46) 14.99 Asset Allocation Portfolio Ì Class 2 $(0.11) $(0.45) $(0.31) $(0.76) $12.83 (0.90) (0.45) Ì (0.45) 11.48 2.68 1.36 0.71 $ 0.47 2.66 1.35 0.68 2.70 1.39 0.73 23.68 10.32 5.00

$684,464 885,969 685,905 557,465 500,354 $ 19,713 121,074 148,981 145,923 140,494 $ 7,732 113,856 221,572 304,653 $653,310 556,081 437,736 482,439 463,446 396,376

0.64%(5) 0.61 0.60 0.60 0.61 0.79%(4)(5) 0.76 0.75 0.75 0.76 0.86%(4) 0.84 0.85 0.86 0.64% 0.66 0.66 0.66(4) 0.67 0.67(6) 0.83%(4) 0.79 0.81(4) 0.82 0.82(6) 0.87%(4) 0.92(4) 0.92 0.92(6)

5.16%(5) 4.27 3.56 3.56 3.68

71% 108 50 37 56

4.54%(4)(5) 71% 4.02 108 3.40 50 3.40 37 3.53 56 3.25%(4) 3.28 3.28 3.43 2.75% 3.05 3.42 3.03(4) 2.68 2.76(6) 3.07%(4) 3.23 2.84(4) 2.55 2.61(6) 2.93%(4) 2.67(4) 2.52 2.51(6) 108% 50 37 56 172% 140 28 19 35 25 140% 28 19 35 25 28% 19 35 25

(0.67)% $ 2,233 (6.87) 12,931 23,155 33,017 32,146 $ 526 3,196 12,638 18,141

(0.45) Ì (0.45) 13.71 23.54 (0.37) Ì (0.37) 14.70 10.12 (0.44) Ì (0.44) 14.97 4.86 Asset Allocation Portfolio Ì Class 3 $(0.25) $ Ì $(0.25) $11.48 4.29% (0.44) (0.36) (0.42) Ì Ì Ì (0.44) (0.36) (0.42) 13.70 14.69 14.95 23.41 10.04 4.71

* (1) (2) (3) (4) (5) (6)

The Portfolio changed its Ñscal year end from January 31 to December 31. The Ñnancial information for the periods prior to November 24, 2003 reÖects the Ñnancial information for the SunAmerica Series Trust Asset Allocation Portfolio. Calculated based upon average shares outstanding. Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Inception date of class. Annualized. The ratio is net of custody credit of less than 0.01%. Excludes expense reductions. If these expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following percentages:

12/31/05

Asset Allocation Portfolio Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Asset Allocation Portfolio Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Asset Allocation Portfolio Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.02% 0.02 0.02

32

Anchor Series Trust

ANCHOR SERIES TRUST FINANCIAL HIGHLIGHTS Ì (continued)

Net Net realized Total Net Asset invest- & unrealized from Value ment gain (loss) investbeginning income on ment of period (loss)(1) investments operations Dividends Distributions declared from net from net realized Total investgain on Dividends ment investand income ments Distributions Net Asset Value end of period Net Assets end of period (000's) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets Portfolio turnover rate

Period ended

Total Return(2)

12/31/01 12/31/02 12/31/03 12/31/04 12/31/05

Growth Portfolio Ì Class 1 $34.42 $ 0.09 $(5.15) $(5.06) $(0.04) $(4.36) $(4.40) $24.96 24.96 0.11 (5.64) (5.53) (0.08) Ì (0.08) 19.35 19.35 0.14 5.64 5.78 (0.12) Ì (0.12) 25.01 25.01 0.23 2.46 2.69 (0.14) Ì (0.14) 27.56 27.56 0.17 1.76 1.93 (0.25) (1.05) (1.30) 28.19

(13.09)% $ 791,845 (22.15) 520,917 29.94 616,441 10.82 622,822 7.11 568,040 (1.50)% $ (22.28) 29.72 10.69 6.97 $ 8,965 32,458 63,636 82,012 80,793 2,326 36,643 103,371 152,807

0.72%(5) 0.74(6) 0.75 0.72 0.73(7) 0.89%(4)(5) 0.89(6) 0.90 0.87 0.88(7) 0.98%(4)(6) 0.99 0.97 0.98(7) 0.75%(5) 0.76(6) 0.77 0.76 0.77(7)

0.30%(5) 0.50(6) 0.67 0.91 0.61(7) 0.33%(4)(5) 0.41(6) 0.51 0.80 0.46(7) 0.53%(4)(6) 0.39 0.82 0.37(7) 0.15%(5) 0.16(6) (0.04) 0.27 0.12(7)

70% 70 72 80 87 70% 70 72 80 87 70% 72 80 87 68% 80 104 100 86 68% 80 104 100 86

07/09/01Growth Portfolio Ì Class 2 12/31/01(3) $30.35 $ 0.03 $(1.03) $(1.00) $(0.04) $(4.36) $(4.40) $24.95 12/31/02 24.95 0.09 (5.65) (5.56) (0.05) Ì (0.05) 19.34 12/31/03 19.34 0.11 5.63 5.74 (0.09) Ì (0.09) 24.99 12/31/04 24,99 0.20 2.46 2.66 (0.11) Ì (0.11) 27.54 12/31/05 27.54 0.13 1.76 1.89 (0.21) (1.05) (1.26) 28.17 09/30/0212/31/02(3) $17.95 $ 0.01 $ 1.38 12/31/03 19.34 0.08 5.63 12/31/04 24.97 0.20 2.43 12/31/05 27.51 0.10 1.76 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05

Growth Portfolio Ì Class 3 $ 1.39 $ Ì $ Ì $ Ì $19.34 6.50% 5.71 (0.08) Ì (0.08) 24.97 29.59 2.63 (0.09) Ì (0.09) 27.51 10.56 1.86 (0.19) (1.05) (1.24) 28.13 6.85

Capital Appreciation Portfolio Ì Class 1 $47.44 $(0.06) $(7.82) $(7.88) $(0.10) $(9.85) $(9.95) $29.61 (12.61)% $1,628,155 29.61 (0.04) (6.67) (6.71) Ì Ì Ì 22.90 (22.66) 1,021,172 22.90 (0.01) 7.40 7.39 Ì Ì Ì 30.29 32.27 1,204,319 30.29 0.08 2.68 2.76 Ì Ì Ì 33.05 9.11 1,151,163 33.05 0.05 3.80 3.85 (0.10) Ì (0.10) 36.80 11.67 1,064,718

07/09/01Capital Appreciation Portfolio Ì Class 2 12/31/01(3) $42.82 $ Ì $(3.28) $(3.28) $(0.09) $(9.85) $(9.94) $29.60 (3.25)% $ 16,565 12/31/02 29.60 (0.07) (6.68) (6.75) Ì Ì Ì 22.85 (22.80) 63,049 12/31/03 22.85 (0.05) 7.38 7.33 Ì Ì Ì 30.18 32.08 110,717 12/31/04 30.18 0.05 2.65 2.70 Ì Ì Ì 32.88 8.95 133,501 12/31/05 32.88 Ì 3.77 3.77 (0.05) Ì (0.05) 36.60 11.49 135,351 09/30/0212/31/02(3) $21.35 $(0.02) $ 1.52 12/31/03 22.85 (0.10) 7.40 12/31/04 30.15 0.05 2.62 12/31/05 32.82 (0.04) 3.78 Capital Appreciation Portfolio Ì Class 3 $ 1.50 $ Ì $ Ì $ Ì $22.85 5.49% 7.30 Ì Ì Ì 30.15 31.95 2.67 Ì Ì Ì 32.82 8.86 3.74 (0.03) Ì (0.03) 36.53 11.39 $ 4,769 59,254 172,636 271,144

0.92%(4)(5) 0.21%(4)(5) 0.92(6) (0.29)(6) 0.92 (0.20) 0.91 0.15 0.92(7) (0.03)(7)

0.99%(4)(6) (0.30)%(4)(6) 80% 1.01 (0.38) 104 1.01 0.16 100 1.02(7) (0.13)(7) 86

(1) Calculated based upon average shares outstanding. (2) Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. (3) Inception date of class. (4) Annualized. (5) The ratio is net of custody credit of less than 0.01%. (6) Excludes expense reductions. If expense reductions had been applied, the ratio of expenses and net investment income to average net assets would have remained the same. (7) Excludes expense reductions. If these expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following percentages:

12/31/05

Growth Portfolio Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Portfolio Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Portfolio Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Capital Appreciation Portfolio Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Capital Appreciation Portfolio Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Capital Appreciation Portfolio Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.02% 0.02 0.02 0.02 0.02 0.02

33

Anchor Series Trust

ANCHOR SERIES TRUST FINANCIAL HIGHLIGHTS Ì (continued)

Net Asset Value beginning of period Net Net realized invest- & unrealized ment gain (loss) income on (loss)(1) investments Total from investment operations Dividends declared from net investment income Distributions from net realized gain on investments Total Dividends and Distributions Net Asset Value end of period Net Assets end of period (000's) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Total Return(2)

Portfolio turnover rate

12/31/01 12/31/02 12/31/03 12/31/04 12/31/05 07/09/0112/31/01(3) 12/31/02 12/31/03 12/31/04 12/31/05 09/30/0212/31/02(3) 12/31/03 12/31/04 12/31/05

$19.23 17.66 17.97 26.17 31.37 $19.46 17.64 17.96 26.14 31.33 $16.09 17.96 26.11 31.29

$0.21 0.15 0.23 0.23 0.36 $0.03 0.11 0.19 0.19 0.30 $0.01 0.13 0.16 0.25

$(0.49) 1.27 8.28 6.14 14.01 $(0.56) 1.29 8.27 6.14 13.98 $ 1.86 8.30 6.13 13.96

Natural Resources Portfolio Ì Class 1 $(0.28) $(0.07) $(1.22) $(1.29) $17.66 1.42 (0.16) (0.95) (1.11) 17.97 8.51 (0.15) (0.16) (0.31) 26.17 6.37 (0.21) (0.96) (1.17) 31.37 14.37 (0.19) (1.82) (2.01) 43.73 Natural Resources Portfolio Ì Class $(0.53) $(0.07) $(1.22) $(1.29) $17.64 1.40 (0.13) (0.95) (1.08) 17.96 8.46 (0.12) (0.16) (0.28) 26.14 6.33 (0.18) (0.96) (1.14) 31.33 14.28 (0.15) (1.82) (1.97) 43.64 $ 1.87 8.43 6.29 14.21 $ Natural Resources Portfolio Ì Class Ì $ Ì $ Ì $17.96 (0.12) (0.16) (0.28) 26.11 (0.16) (0.96) (1.12) 31.29 (0.13) (1.82) (1.95) 43.56 2

(1.01)% 8.33 47.77 25.01 46.13 (2.31)% 8.24 47.49 24.87 45.89 3 11.48% 47.30 24.76 45.73

$ 71,144 87,637 114,435 144,981 227,634 $ 991 7,143 14,046 24,440 37,906 288 6,201 21,562 59,608

0.90%(5) 0.89 0.87 0.87 0.84(6) 1.09%(4)(5) 1.05 1.02 1.02 0.99(6) 1.22%(4) 1.11 1.12 1.09(6)

1.13%(5) 0.79 1.15 0.85 0.95(6)

48% 58 46 21 11

0.46%(4)(5) 48% 0.64 58 0.97 46 0.70 21 0.80(6) 11 0.27%(4) 0.68 0.61 0.68(6) 58% 46 21 11

$

(1) Calculated based upon average shares outstanding. (2) Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. (3) Inception date of class. (4) Annualized. (5) The ratio is net of custody credit of less than 0.01%. (6) Excludes expense reductions. If these expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following percentages:

12/31/05

Natural Resources Portfolio Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Natural Resources Portfolio Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Natural Resources Portfolio Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.00% 0.00 0.00

34

Anchor Series Trust

FOR MORE INFORMATION

The following documents contain more information about the Portfolios and are available free of charge upon request: Annual/Semi-annual Reports. Contain Ñnancial statements, performance data and information on portfolio holdings. The annual report also contains a written analysis of market conditions and investment strategies that signiÑcantly aÅected a Portfolio's performance for the most recently completed Ñscal year. Statement of Additional Information (SAI). Contains additional information about the Portfolios' policies, investment restrictions and business structure. This Prospectus incorporates the SAI by reference. You may obtain copies of these documents or ask questions about the Portfolios at no charge by calling (800) 445-7862 or by writing the Trust at P.O. Box 54299 Los Angeles, California 90054-0299. The Trust's SAI is not available online as it does not have its own internet website. However, the Trust's Prospectus and Semi-annual and Annual Reports are available online through the internet websites of the insurance companies oÅering the Portfolios as investment options in Variable Contracts. Information about the Portfolios (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission, Washington, D.C. Call 1-202-551-8090 for information on the operation of the Public Reference Room. Reports and other information about the Portfolios are also available on the EDGAR Database on the Securities and Exchange Commission's web-site at http://www.sec.gov and copies of this information may be obtained, after payment of a duplicating fee, by electronic request at the following E-mail address: [email protected], or by writing the Public Reference Section of the Securities and Exchange Commission, Washington, D.C. 20549-0102. You should rely only on the information contained in this Prospectus. No one is authorized to provide you with any diÅerent information.

INVESTMENT COMPANY ACT , File No. 811-3836

35

Anchor Series Trust

L O R D

A B B E T T

Lord Abbett Series Fund ­

Growth and Income Portfolio

2006

May 1,

PROSPECTUS

Serves as an underlying investment vehicle for variable annuity contracts and variable life insurance policies. As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved of these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Table of

The

What you should know about the Fund

Contents

Fund

Goal Principal Strategy Main Risks Performance Fees and Expenses Additional Investment Information Management

Page

2 2 2 3 4 5 6

Your

Information for managing your Fund account

Investment

Purchases and Redemptions Conflicts of Interest Distributions and Taxes Services Arrangements 8 12 12 12

Financial

Information

Financial Highlights 14

Additional

How to learn more about the Fund and other Lord Abbett Funds

Information

Back Cover

GOAL

The Fund's investment objective is long-term growth of capital and income without excessive fluctuations in market value.

We or the Fund or Growth and Income Portfolio refers to Growth and Income Portfolio, a portfolio or series of Lord Abbett Series Fund, Inc. (the "Company"). About the Fund. The Fund is a professionally managed portfolio primarily holding securities purchased with the pooled money of investors. It strives to reach its stated goal; although, as with all mutual funds, it cannot guarantee results. Large companies are established companies that are considered "known quantities." Large companies often have the resources to weather economic shifts, although they can be slower to innovate than small companies. Seasoned companies are usually established companies whose securities have gained a reputation for quality with the investing public and enjoy liquidity in the market. Multinational companies are those companies that conduct their business operations and activities in more than one country. Value stocks are stocks of companies that we believe the market undervalues according to certain financial measurements of their intrinsic worth or business prospects.

PRINCIPAL STRATEGY

To pursue this goal, the Fund primarily purchases equity securities of large, seasoned, U.S. and multinational companies that we believe are undervalued. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of large companies.A large company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000® Index, a widely-used benchmark for large-cap stock performance.As of July 1, 2005, the market capitalization range of the Russell 1000® Index was $890 million to $368.2 billion. This range varies daily. Equity securities in which the Fund may invest may include common stocks, preferred stocks, convertible securities, warrants, and similar instruments. Common stocks, the most familiar type of equity security, represent an ownership interest in a company. In selecting investments, the Fund attempts to invest in securities selling at reasonable prices in relation to our assessment of their potential value.While there is the risk that an investment may never reach what we think is its full value, or may go down in value, our emphasis on large, seasoned company value stocks may limit the Fund's downside risk because value stocks are believed to be underpriced, and large, seasoned company stocks tend to be less volatile than the stocks of smaller companies. We generally sell a stock when we think it seems less likely to benefit from the current market and economic environment, shows deteriorating fundamentals, or has reached our valuation target.

MAIN RISKS

The Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with value stocks. This means the value of your investment will fluctuate in response to movements in the equity securities market in general and to the changing prospects of individual companies in which the Fund invests. Large value stocks may perform differently than the market as a whole and other types of stocks, such as small-company stocks and growth stocks. This is because different types of stocks tend to shift in and out of favor depending on market and economic conditions. The market may fail to recognize the intrinsic value of particular value stocks for a long time. In addition, if the Fund's assessment of a company's value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market. Due to its investments in multinational companies, the Fund may experience increased market, liquidity, currency, political, information, and other risks. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund is not a complete investment program and may not be appropriate for all investors.You could lose money by investing in the Fund.

2

The Fund

Growth and Income Portfolio

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's past performance is not necessarily an indication of how the Fund will perform in the future. The bar chart shows changes in the performance of the Fund's Class VC shares from calendar year to calendar year. The Fund's shares are currently sold only to certain insurance company separate accounts that fund variable annuity contracts and variable life insurance policies. This chart does not reflect the sales charges or other expenses of such contracts. If those sales charges and expenses were reflected, returns would be less. Bar Chart (per calendar year) ­ Class VC Shares

40% 30 20 10 0 -10 -20 96 97 98 99 00 01 02 03 04 05

-6.7% -18.0% +19.4% +31.0% +24.7% +12.9% +16.7% +15.8% +12.7% +3.3%

Best Quarter

2nd Q `03

+17.7%

Worst Quarter

3rd Q `02 -19.3%

The table below shows how the average annual total returns of the Fund's Class VC shares compare to those of three broad-based securities market indices. Average Annual Total Returns Through December 31, 2005

1 Year

Class VC Shares S&P 500® Index(1) S&P 500/Citigroup Value Index(1)(2) Russell 1000® Value Index(1) 3.25% 4.91% 5.82% 7.05%

5 Years

3.10% 0.54% 2.43% 5.28%

10 Years

10.22% 9.07% 9.38% 10.94%

(1) Performance for the unmanaged indices does not reflect fees or expenses. The performance of the indices is not necessarily representative of the Fund's performance. (2) The S&P 500/Citigroup Value Index was formerly named S&P 500/Barra Value Index, which recently experienced some adjustments in the methodology used for performance reporting purposes.

The Fund

3

Growth and Income Portfolio

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The purpose of the fee table below is to help variable contract owners investing in the Fund to understand the various Fund expenses. The fee table, including the example below, shows only expenses that are deducted from the assets of the Fund. Fees and expenses, including sales charges applicable to the various insurance products that invest in the Fund, are not reflected in this fee table. If such fees and expenses were reflected in the table, the total expenses shown would be higher. Fees and expenses regarding such variable insurance products are separately described in the prospectus related to those products. Fee Table

Shareholder Fees (Fees paid directly from your investment) Maximum Sales Charge on Purchases (as a % of offering price) Maximum Deferred Sales Charge Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) Management Fees (See "Management")(1) Other Expenses Total Annual Fund Operating Expenses(1) N/A N/A 0.48% 0.41% 0.89%

(1) These amounts have been restated from fiscal year amounts to reflect estimated current fees and expenses.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. The example does not reflect variable contract expenses, fees, and charges. If these expenses, fees, and charges were included, your costs would be higher. Based on these assumptions your costs would be:

1 Year

Class VC Shares $91

Other expenses include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain insurance companies for providing recordkeeping or other administrative services in connection with investments in the Fund.

3 Years

$284

5 Years

$493

10 Years

$1,096

4

The Fund

ADDITIONAL INVESTMENT INFORMATION

This section describes some of the investment techniques that might be used by the Fund and some of the risks associated with those techniques. Adjusting Investment Exposure. The Fund will be subject to the risks associated with investments. The Fund may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political, and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices, and other factors. For example, the Fund may seek to hedge against certain market risks. These strategies may involve effecting transactions in derivative and similar instruments, including but not limited to options, futures, forward contracts, swap agreements, warrants, and rights. If we judge market conditions incorrectly or use a hedging strategy that does not correlate well with the Fund's investments, it could result in a loss, even if we intended to lessen risk or enhance returns. These strategies may involve a small investment of cash compared to the magnitude of the risk assumed, and could produce disproportionate gains or losses. Convertible Securities. The Fund may invest in convertible bonds and convertible preferred stocks. These investments tend to be more volatile than debt securities, but tend to be less volatile and produce more income than their underlying common stocks. The markets for convertible securities may be less liquid than markets for common stocks or bonds. Depositary Receipts. The Fund may invest in American Depositary Receipts ("ADRs") and similar depositary receipts.ADRs, typically issued by a financial institution (a "depositary"), evidence ownership interests in a security or a pool of securities issued by a foreign company and deposited with the depositary. Prices of ADRs are quoted in U.S. dollars and ADRs are traded in the United States. Ownership of ADRs entails similar investment risks to direct ownership of foreign securities traded outside the United States, including increased market, liquidity, currency, political, information, and other risks.Although the Fund may not invest more than 10% of its net assets in foreign securities,ADRs are not subject to this limitation. Listed Options on Securities. The Fund may purchase and write national securities exchange-listed put and call options on securities or securities indices. The Fund may use options for hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity).A "call option" is a contract sold for a price giving its holder the right to buy a specific number of securities at a specific price prior to a specified date.A "covered call option" is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. The Fund may write covered call options with respect to securities in its portfolio in an attempt to increase income and to provide greater flexibility in the disposition of portfolio securities.A "put option" gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying securities at the exercise price at any time during the option period.A put option sold by the Fund is covered when, among other things, the Fund segregates permissible liquid assets having a value equal to or greater than the exercise price of the option to fulfill the obligation undertaken. The Fund will not purchase an option if, as a result of such purchase, more than 10% of its net assets would be invested in premiums for such options. The Fund may only sell (write) covered put options to the extent that cover for such options does not exceed 15% of its net assets. The Fund may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of its net assets at the time an option is written. Risks of Options. Fund transactions in options, if any, involve additional risk of loss. Loss may result, for example, from adverse market movements, a lack of correlation between

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changes in the value of these derivative instruments and the Fund's assets being hedged, the potential illiquidity of the markets for derivative instruments, the risk that the counterparty to an OTC contract will fail to perform its obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions. Temporary Defensive Investments. At times the Fund may take a temporary defensive position by investing some or all of its assets in short-term fixed income securities. Such securities may be used to attempt to avoid losses in response to adverse market, economic, political, or other conditions, to invest uncommitted cash balances, or to maintain liquidity to meet shareholder redemptions. These securities may include: obligations of the U.S. Government and its agencies and instrumentalities, commercial paper, bank certificates of deposit, bankers' acceptances, and repurchase agreements collateralized by cash and obligations of the U.S. Government and its agencies and instrumentalities. These investments could reduce the benefit from any upswing in the market and prevent the Fund from achieving its investment objective. Information on Portfolio Holdings. The Fund's Annual and Semiannual Reports, which are sent to shareholders and filed with the Securities and Exchange Commission ("SEC"), contain information about the Fund's portfolio holdings, including a complete schedule of holdings. The Fund also files its complete schedule of portfolio holdings with the SEC on Form N-Q as of the end of its first and third fiscal quarters. In addition, on or about the first day of the second month following each calendar quarterend, the Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The Fund also may make publicly available Fund commentaries or fact sheets containing a discussion of select portfolio holdings and a list of up to the ten largest portfolio positions, among other things, and/or performance attribution information within 30 days following the end of each calendar quarter for which such information is made available. This information will remain available until the schedule, commentary, fact sheet or performance attribution information for the next quarter is publicly available. You may view this information for the most recently ended calendar quarter at www.LordAbbett.com or request a copy at no charge by calling Lord Abbett at 800-821-5129. For more information on the Fund's policies and procedures with respect to the disclosure of its portfolio holdings and ongoing arrangements to make available such information on a selective basis to certain third parties, please see "Investment Policies ­ Policies and Procedures Governing the Disclosure of Portfolio Holdings" in the Statement of Additional Information.

MANAGEMENT

Board of Directors. The Board oversees the management of the business and affairs of the Fund. The Board meets regularly to review the Fund's portfolio investments, performance, expenses, and operations. The Board appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board. More than 75 percent of the members of the Board are independent of Lord Abbett. Investment Adviser. The Fund's investment adviser is Lord,Abbett & Co. LLC ("Lord Abbett"), which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nation's oldest mutual fund complexes, with assets under management of approximately $105 billion in 54 mutual fund portfolios and other advisory accounts as of February 28, 2006. Lord Abbett is entitled to an annual management fee based on the Fund's average daily net assets. Prior to January 1, 2006, the management fee payable to Lord Abbett was a flat

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The Fund

annual fee of .50 of 1%. Effective January 1, 2006, the management fee is calculated daily and payable monthly at the following annual rates: .50 of 1% on the first $1 billion of average daily net assets; .45 of 1% over $1 billion. For the fiscal year ended December 31, 2005 the management fee paid to Lord Abbett was at an effective rate of .50% of the Fund's average daily net assets. In addition, Lord Abbett provides certain administrative services to the Fund for a fee at the annual rate of .04% of the Fund's average daily net assets. The Fund pays all expenses not expressly assumed by Lord Abbett. For more information about the services Lord Abbett provides to the Fund, see the Statement of Additional Information. Each year in December the Board considers whether to approve the continuation of the existing management and administrative services agreements between the Fund and Lord Abbett. A discussion regarding the basis for the Board's approval is available in the Fund's Annual Report to Shareholders. Investment Managers. Lord Abbett uses a team of investment managers and analysts acting together to manage the Fund's investments. The Statement of Additional Information contains additional information about the managers' compensation, other accounts managed by them and their ownership of the Fund's shares. Eli M. Salzmann and Sholom Dinsky head the team and have the joint and primary responsibility for the day-to-day management of the Fund. The other senior member of the team is Kenneth G. Fuller, Investment Manager, who joined Lord Abbett in 2002 from Pioneer Investment Management, Inc., where he served as Portfolio Manager and Senior Vice President from 1999 to 2002. Prior thereto, he served as a Principal of Manley, Fuller Asset Management.

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Your

Investment

Variable Contracts include variable annuity contracts and variable life insurance policies.

PURCHASES AND REDEMPTIONS

This Prospectus offers, at net asset value ("NAV"), one class of shares named Variable Contract Class that is also referred to in this Prospectus as Class VC. These shares of the Fund are not offered directly to the public. Rather, these shares are currently offered only to separate accounts of certain insurance companies that are unaffiliated with Lord Abbett. These insurance companies sell Variable Contracts that generate premiums, some of which will be invested in the Fund. Redemptions will be effected by the separate accounts to meet obligations under the Variable Contracts. Contract owners do not deal directly with the Fund with respect to the purchase or redemption of Fund shares. We reserve the right to modify, restrict, or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor LLC determines that it is in the best interest of the Fund and its shareholders.All purchase orders are subject to our acceptance. Pricing of Shares. NAV per share is calculated, under normal circumstances, each business day at the close of regular trading on the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern time. Purchases and sales of Fund shares are executed at the NAV next determined after the Fund receives the order in proper form.Assuming they are in proper form, purchase and sale orders must be placed by the close of trading on the NYSE in order to receive that day's NAV; orders placed after the close of trading on the NYSE will receive the next day's NAV. In calculating NAV, securities listed on any recognized U.S. or non-U.S. exchange (including NASDAQ) are valued at the market closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last transaction price, or, if there were no transactions that day, at the mean between the most recently quoted bid and asked prices. Unlisted fixed income securities (other than those with remaining maturities of 60 days or less) are valued at prices supplied by independent pricing services, which prices reflect broker/dealer-supplied valuations and electronic data processing techniques, and reflect the mean between the bid and asked prices. Unlisted fixed income securities having remaining maturities of 60 days or less are valued at their amortized cost. Securities for which prices or market quotations are not available, do not accurately reflect fair value in Lord Abbett's opinion, or have been materially affected by events occurring after the close of the exchange on which the security is principally traded are valued under fair value procedures approved by the Fund's Board. These circumstances may arise, for instance, when trading in a security is suspended, the market on which a security is traded closes early, demand for a security (as reflected by its trading volume) is insufficient calling into question the reliability of the quoted price, or the security is relatively illiquid. The Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of foreign or U.S. indices. The Fund's use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

Lord Abbett Distributor LLC ("Lord Abbett Distributor" or the "Distributor") acts as agent for the Fund to work with investment professionals that buy and/or sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors.

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Your Investment

Certain securities that are traded primarily on foreign exchanges may trade on weekends or days when the NAV is not calculated.As a result, the value of securities may change on days when shareholders are not able to purchase or sell Fund shares. Excessive Trading and Market Timing. The Fund is designed for long-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. Excessive, short-term or market timing trading practices may disrupt management of the Fund, raise its expenses, and harm long-term shareholders.Volatility resulting from excessive trading may cause the Fund difficulty in implementing long-term investment strategies because it cannot anticipate the amount of cash it will have to invest. The Fund may be forced to sell portfolio securities at disadvantageous times to raise cash to allow for such excessive trading. This, in turn, could increase tax, administrative and other costs and adversely impact the Fund's performance. To the extent the Fund invests in foreign securities, the Fund may be particularly susceptible to excessive trading because many foreign markets close hours before the Fund values its portfolio holdings. This may allow significant events, including broad market moves, to occur in the interim potentially affecting the values of foreign securities held by the Fund. The time zone differences among foreign markets may allow a shareholder to exploit differences in the Fund's share prices that are based on closing prices of foreign securities determined before the Fund calculates its NAV per share (known as "time zone arbitrage"). To the extent the Fund invests in securities that are thinly traded or relatively illiquid, it may be particularly susceptible to excessive trading because the current market price for such securities may not accurately reflect current market values.A shareholder may attempt to engage in short-term trading to take advantage of these pricing differences (known as "price arbitrage"). The Fund has adopted fair value procedures designed to adjust closing market prices of these types of securities to reflect what is believed to be their fair value at the time the Fund calculates its NAV per share.While there is no assurance, the Fund expects that the use of fair value pricing will reduce a shareholder's ability to engage in time zone arbitrage and price arbitrage to the detriment of other Fund shareholders. For more information about these procedures, see "Your Investment ­ Purchases and Redemptions ­ Pricing of Shares"above. The Fund's Board has adopted additional policies and procedures that are designed to prevent or stop excessive short-term trading and market timing ("frequent trading").We also have longstanding procedures in place to monitor the purchase, sale and exchange activity in Fund shares by investors and Financial Intermediaries that place orders on behalf of their clients. The Fund may modify its frequent trading policy and monitoring procedures, which are described below, from time to time without notice as and when deemed appropriate to enhance protection of the Fund and its shareholders. Monitoring Procedures. There are procedures in place to monitor the purchase, sale and exchange/transfer activity in Fund shares by investors and Financial Intermediaries that place orders on behalf of their clients. The procedures currently are designed to enable us to identify undesirable trading activity based on one or more of the following factors: the number of transactions, purpose, amounts involved, period of time involved, past transactional activity, our knowledge of current market activity, and trading activity in multiple accounts under common ownership, control or influence, among other factors.As a general matter, Lord Abbett will treat any pattern of purchases and redemptions over a period of time as indicative of excessive short-term trading activity. While we attempt to apply the efforts described above uniformly in all cases to detect excessive trading and market timing practices, there can be no assurance that we will succeed in identifying all such practices or that some investors will not employ tactics that evade our detection. In addition, although the Distributor encourages Financial

Financial Intermediaries include broker-dealers, registered investment advisers, banks, trust companies, certified financial planners, third-party administrators, recordkeepers, trustees, custodians, financial consultants and insurance companies.

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Intermediaries to adhere to our policies and procedures when placing orders for their clients through omnibus accounts they maintain with the Fund and encourages recordkeepers and other agents to adhere to such policies and procedures when placing orders, there can be no assurance that such entities will do so. Moreover, the Distributor's ability to monitor these trades and/or implement the procedures may be severely limited. These difficulties may be magnified by the nature of the Fund serving as an investment vehicle for variable products, which may have their own frequent trading policies, which policies may be inconsistent with the Fund's policies.We normally will review and evaluate the frequent trading policies and procedures of variable contract product sponsors, and evaluate each on its merits, in order to seek to increase the likelihood that the Fund will be protected against excessive short-term trading. Notwithstanding our efforts, these circumstances may result in policies and procedures in place at certain Financial Intermediaries that are less effective at detecting and preventing excessive trading than the policies and procedures adopted by the Distributor and other such entities. Omnibus account arrangements are a commonly used means for broker-dealers and other Financial Intermediaries to hold Fund shares on behalf of investors.A substantial portion or all of the Fund's shares may be held through omnibus accounts.When shares are held in this manner, (1) the Distributor may not have any or complete access to the underlying investor account information, and/or (2) the Financial Intermediaries may be unable to implement or support our procedures. In such cases, the Financial Intermediaries may be able to implement procedures or supply the Distributor with information that differs from that normally used by the Distributor. In such instances, the Distributor will seek to monitor purchase and redemption activity through the overall omnibus account(s). If we identify activity that may be indicative of excessive short-term trading activity, we will notify the Financial Intermediary and request it to provide or review information on individual account transactions so that we or the Financial Intermediary may determine if any investors are engaged in excessive or short-term trading activity. If an investor is identified as engaging in undesirable trading activity, we will request that the Financial Intermediary take appropriate action, to the extent it is permitted to do so, to curtail the activity and will work with the relevant party to do so. Such action may include placing blocks on accounts to prohibit future purchases and exchanges of Fund shares. If we determine that the Financial Intermediary has not demonstrated adequately that it has taken appropriate action to curtail the excessive short-term trading, we may consider whether to terminate the relationship. Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. In addition to the fees described above, Lord Abbett, Lord Abbett Distributor and the Fund may make other payments to Financial Intermediaries and other firms authorized to accept orders for Fund shares (collectively,"Dealers"). Lord Abbett or Lord Abbett Distributor makes payments to Dealers in its sole discretion, at its own expense and without cost to the Fund or the Fund's shareholders. The payments may be for: · marketing and/or distribution support for Dealers; · the Dealers' and their investment professionals' shareholder servicing efforts; · training and education activities for the Dealers, their investment professionals and/or their clients or potential clients; · certain information regarding Dealers and their investment professionals; · sponsoring or otherwise bearing, in part or in whole, the costs for other meetings of Dealers' investment professionals and/or their clients or potential clients;

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Your Investment

· the purchase of products or services from the Dealers, such as investment research,

software tools or data for investment analysis purposes; and/or · certain Dealers' costs associated with orders relating to Fund shares ("ticket charges"). Some of these payments may be referred to as revenue sharing payments. Most of these payments are intended to reimburse Dealers directly or indirectly for the costs that they or their investment professionals incur in connection with educational seminars and training efforts about the Lord Abbett Funds to enable the Dealers and their investment professionals to make recommendations and provide services that are suitable and useful in meeting shareholder needs, as well as to maintain the necessary infrastructure to make the Lord Abbett Funds available to shareholders. The costs and expenses related to these efforts may include travel, lodging, and entertainment and meals, among other things. Lord Abbett or Lord Abbett Distributor, in its sole discretion, determines the amounts of payments to Dealers, with the exception of purchases of products or services and certain expense reimbursements. Lord Abbett and Lord Abbett Distributor consider many factors in determining the basis or amount of any additional payments to Dealers. The factors include the Dealer's sales, assets and redemption rates relating to Lord Abbett Funds, penetration of Lord Abbett Fund sales among investment professionals within the Dealer, and the potential to expand Lord Abbett's relationship with the Dealer. Lord Abbett and Lord Abbett Distributor also may take into account other business relationships Lord Abbett has with a Dealer, including other Lord Abbett financial products or advisory services sold by or provided to a Dealer or one or more of its affiliates. Based on its analysis of these factors, Lord Abbett groups Dealers into tiers, each of which is associated with a particular maximum amount of revenue sharing payments expressed as a percentage of assets of the Lord Abbett Funds attributable to that particular Dealer. The payments presently range from amounts equal to an annual rate of 0.02% to 0.15% of one or more of the Lord Abbett Funds' assets attributable to the Dealer and/or its investment professionals. The maximum payment limitations may not be inclusive of payments for certain items, such as training and education activities, other meetings, ticket charges, and the purchase of certain products and services from the Dealers. The Dealers within a particular tier may receive different amounts of revenue sharing or may not receive any. Lord Abbett or Lord Abbett Distributor may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any given Fund. In addition, Lord Abbett's formula for calculating revenue sharing payments may be different from the formulas that the Dealers use. Please refer to the Fund's Statement of Additional Information for additional information relating to revenue sharing payments. Neither Lord Abbett nor Lord Abbett Distributor makes payments directly to a Dealer's investment professionals, but rather they are made solely to the Dealer itself (with the exception of expense reimbursements related to the attendance of a Dealer's investment professionals at training and education meetings and at other meetings involving the Lord Abbett Funds). The Dealers receiving additional payments include those that may recommend that their clients consider or select the Fund or other Lord Abbett Funds for investment purposes, including those that may include one or more of the Lord Abbett Funds as investment options in a variable product. In some circumstances, the payments may create an incentive for a Dealer or its investment professionals to recommend or include a Lord Abbett Fund as an investment option in a variable product. For more specific information about any additional payments, including revenue sharing, made to your Dealer, please contact your investment professional. The Fund's portfolio transactions are not used as a form of sales-related compensation to Dealers that sell shares of the Lord Abbett Funds. Lord Abbett places the Fund's portfolio

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transactions with broker-dealer firms based on the firm's ability to provide the best net results from the transaction to the Fund. To the extent that Lord Abbett determines that a Dealer can provide the Fund with the best net results, Lord Abbett may place the Fund's portfolio transactions with the Dealer even though it sells or has sold shares of the Fund. In no event, however, does or will Lord Abbett give any consideration to a Dealer's sales in deciding which Dealer to choose to execute the Fund's portfolio transactions. Lord Abbett maintains policies and procedures designed to ensure that it places portfolio transactions based on the Fund's receipt of the best net results only. These policies and procedures also permit Lord Abbett to give consideration to proprietary investment research a Dealer may provide to Lord Abbett.

CONFLICTS OF INTEREST

As discussed above, shares offered by this Prospectus are currently available only to separate accounts of certain insurance companies that are unaffiliated with Lord Abbett.Although the Fund does not currently anticipate any disadvantages to policy owners because it offers its shares to such entities, there is a possibility that a material conflict may arise. The Board of Directors intends to monitor events in order to identify any disadvantages or material irreconcilable conflicts and to determine what action, if any, should be taken in response. If a material disadvantage or conflict occurs, the Board of Directors may require one or more insurance company separate accounts to withdraw its investments in the Fund. If this occurs, the Fund may be forced to sell its securities at disadvantageous prices.

DISTRIBUTIONS AND TAXES

The Fund expects to pay its shareholders dividends from its net investment income annually and to distribute any net capital gains annually as "capital gains distributions." The Fund intends to comply with the diversification requirements, contained in Section 817(h) of the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder, that apply to investments by Variable Contracts. To satisfy these requirements, the Fund generally will not be permitted to invest more than 55% of the value of its total assets in the securities of a single issuer; more than 70% of the value of its total assets in the securities of any two issuers; more than 80% of the value of its total assets in the securities of any three issuers; or more than 90% of the value of its total assets in the securities of any four issuers. In the case of government securities, each U.S. Governmental agency or instrumentality is generally treated as a separate issuer. If the Fund fails to satisfy these diversification requirements on the last day of a quarter of a calendar year, the owner of a Variable Contract that holds shares in the Fund during the calendar quarter in which the failure occurs could become subject to current federal taxation at ordinary income rates with respect to income on the Variable Contract. For information about the federal income tax treatment of distributions to the separate Variable Contract accounts that hold shares in the Fund, please refer to the prospectus provided by the insurance company for your Variable Contract. Because of the unique tax status of Variable Contracts, you should consult your tax adviser regarding treatment under the federal, state, and local tax rules that apply to you.

SERVICES ARRANGEMENTS

Certain insurance companies will be compensated up to .25% of the Fund's average daily net asset value of the Class VC Shares held in the insurance company's separate account to

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Your Investment

service and maintain Variable Contract owners' accounts. The services provided may include: providing information periodically to Variable Contract owners; showing the number of shares of the Fund held through the Variable Contract; responding to Variable Contract owners' inquiries relating to the services performed by the insurance company; forwarding shareholder communications from the Fund, including proxies, shareholder reports, annual and semiannual financial statements, as well as dividend, distribution and tax notices to Variable Contract owners, if required by law; and such other similar services as the Fund may reasonably request, from time to time, to the extent the insurance company is permitted to do so under federal and state statutes, rules and regulations. The Fund may also compensate certain insurance companies, third-party administrators and other entities for providing recordkeeping, sub-transfer agency and other administrative services to the Fund.

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Growth and Income Portfolio

FINANCIAL HIGHLIGHTS

This table describes the Fund's performance for the fiscal periods indicated."Total Return" shows how much your investment in the Fund would have increased (decreased) during each period, assuming you had reinvested all dividends and distributions. These Financial Highlights have been audited by Deloitte & Touche LLP, the Fund's independent registered public accounting firm, in conjunction with their annual audits of the Fund's financial statements. Financial statements and the Report of Independent Registered Public Accounting Firm thereon appear in the 2005 Annual Report to Shareholders, and are incorporated by reference in the Statement of Additional Information, which is available upon request. Certain information reflects financial results for a single fund share.

Year Ended 12/31 Per Share Operating Performance

Net asset value, beginning of year Investment operations: Net investment income(a) Net realized and unrealized gain (loss) Total from investment operations Distributions to shareholders from: Net investment income Net realized gain Total distributions Net asset value, end of year Total Return(b) Ratios to Average Net Assets: Expenses, including expense reductions Expenses, excluding expense reductions Net investment income Supplemental Data: Net assets, end of year (000) Portfolio turnover rate

2005

$27.18 .29 .60 .89 (.27) (1.64) (1.91) $26.16 3.25% .91% .91% 1.11%

2004

$24.52 .27 2.83 3.10 (.22) (.22) (.44) $27.18 12.65% .89% .89% 1.05%

2003

$18.83 .20 5.64 5.84 (.15) -- (.15) $24.52 31.01% .85% .85% .93%

2002

$23.11 .14 (4.31) (4.17) (.11) --(c) (.11) $18.83 (18.03)% .94% .94% .70%

2001

$25.45 .18 (1.90) (1.72) (.12) (.50) (.62) $23.11 (6.72)% .97% .97% .76%

2005

$1,592,826 46.71%

2004

$1,176,597 27.91%

Year Ended 12/31 2003

$644,983 31.16%

2002

$259,691 51.79%

2001

$183,562 60.79%

(a) Calculated using average shares outstanding during the year. (b) Total return assumes the reinvestment of all distributions. (c) Amount is less than $.01.

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Financial Information

Notes

Notes

To Obtain Information:

By telephone. For shareholder account inquiries call the Fund at 800-821-5129. For literature requests call the Fund at 800-874-3733. By mail. Write to the Fund at: The Lord Abbett Family of Funds 90 Hudson Street Jersey City, NJ 07302-3973 Via the Internet. Lord,Abbett & Co. LLC www.LordAbbett.com Text only versions of Fund documents can be viewed online or downloaded from the SEC: www.sec.gov. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-942-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending your request electronically to [email protected]

Additional Information

This Prospectus is intended for use in connection with a Variable Contract Plan. More information on this Fund is or will be available free upon request, including:

Annual/Semiannual Report

The Fund's Annual and Semiannual Reports contain more information about the Fund's investments and performance.The Annual Report also includes details about the market conditions and investment strategies that had a significant effect on the Fund's performance during the last fiscal year.The Reports are available, free of charge, at www.LordAbbett.com and through other means, as indicated on the left.

Statement of Additional Information ("SAI")

Provides more details about the Fund and its policies. A current SAI is on file with the Securities and Exchange Commission ("SEC") and is incorporated by reference (is legally considered part of this Prospectus). Although the SAI is not available at www.LordAbbett.com, the SAI is available through other means, generally without charge, as indicated on the left.

Lord Abbett Mutual Fund shares are distributed by:

LORD ABBETT DISTRIBUTOR LLC

90 Hudson Street · Jersey City, New Jersey 07302-3973

Lord Abbett Series Fund, Inc. Growth and Income Portfolio

SEC File Number: 811-5876

LASF-GIP-1 (5/06)

L O R D

A B B E T T

Lord Abbett Series Fund ­

Mid-Cap Value Portfolio

2006

May 1,

PROSPECTUS

Serves as an underlying investment vehicle for variable annuity contracts and variable life insurance policies. As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved of these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Table of

The

What you should know about the Fund

Contents

Fund

Goal Principal Strategy Main Risks Performance Fees and Expenses Additional Investment Information Management Page 2 2 2 4 5 6 8

Your

Information for managing your Fund account

Investment

Purchases and Redemptions Conflicts of Interest Distributions and Taxes Services Arrangements 9 13 13 14

Financial

Information

Financial Highlights 15

Additional

How to learn more about the Fund and other Lord Abbett Funds

Information

Back Cover

GOAL

The Fund seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.

We or the Fund or Mid-Cap Value Portfolio refers to Mid-Cap Value Portfolio, a portfolio or series of Lord Abbett Series Fund, Inc. (the "Company"). About the Fund. The Fund is a professionally managed portfolio primarily holding securities purchased with the pooled money of investors. It strives to reach its stated goal; although, as with all mutual funds, it cannot guarantee results.

PRINCIPAL STRATEGY

To pursue this goal, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of mid-sized companies.A mid-sized company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Midcap® Index, a widely-used benchmark for mid-cap stock performance.As of July 1, 2005, the market capitalization range of the Russell Midcap® Index was $890 million to $14.6 billion. This range varies daily. The Fund will provide shareholders with at least 60 days' notice of any change in this policy. Equity securities in which the Fund may invest include common stocks, convertible bonds, convertible preferred stocks, warrants and similar instruments. Common stocks, the most familiar type of equity security, represent an ownership interest in a company. In selecting investments, the Fund, using a value approach, tries to identify stocks of companies that have the potential for significant market appreciation, due to growing recognition of improvement in their financial results, or increasing anticipation of such improvement. In trying to identify those companies, we look for such factors as: · changes in economic and financial environment · new or improved products or services · new or rapidly expanding markets · changes in management or structure of the company · price increases for the company's products or services · improved efficiencies resulting from new technologies or changes in distribution · changes in government regulations, political climate or competitive conditions

MAIN RISKS

The Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with value stocks and mid-sized company stocks. This means the value of your investment will fluctuate in response to movements in the equity securities market in general and to the changing prospects of individual companies in which the Fund invests. The stocks of mid-sized companies may perform differently than the market as a whole and other types of stocks, such as largecompany stocks and growth stocks. The market may fail to recognize the intrinsic value of particular value stocks for a long time. In addition, if the Fund's assessment of a company's value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market. Investments in mid-sized company stocks generally involve greater risks than investments in large-company stocks. Mid-sized companies may be less able to weather economic shifts or other adverse developments than larger, more established companies. They may have less experienced management and unproven track records. They may rely on limited

Value stocks are stocks of companies that we believe the market undervalues according to certain financial measurements of their intrinsic worth or business prospects.

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The Fund

product lines and have more limited financial resources. These factors may make them more susceptible to setbacks or economic downturns. Mid-sized company stocks tend to have fewer shares outstanding and trade less frequently than the stocks of larger companies. In addition, there may be less liquidity in mid-sized company stocks, subjecting them to greater price fluctuations than larger company stocks. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund is not a complete investment program and may not be appropriate for all investors.You could lose money by investing in the Fund.

The Fund

3

Mid-Cap Value Portfolio

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's past performance is not necessarily an indication of how the Fund will perform in the future. The bar chart shows changes in the performance of the Fund's Class VC shares from calendar year to calendar year. The Fund's shares are currently sold only to certain insurance company separate accounts that fund variable annuity contracts and variable life insurance policies. This chart does not reflect the sales charges or other expenses of such contracts. If those sales charges and expenses were reflected, returns would be less.

Bar Chart (per calendar year) ­ Class VC Shares

60% 50 40 30 20 10 0 -10 00 01

+8.1% -9.8% +8.2% +24.8% +24.0% +52.4%

02

03

04

05

Best Quarter

2nd Q `03 +15.3%

Worst Quarter

3rd Q `02 -14.7%

The table below shows how the average annual total returns of the Fund's Class VC shares compare to those of two broad-based securities market indices. The Fund believes that the Russell Midcap® Value Index more closely represents the universe of securities in which the Fund invests and therefore is considering substituting it for the S&P MidCap 400/Citigroup Value Index.

Average Annual Total Returns Through December 31, 2005

1 Year

Class VC Shares S&P MidCap 400/Citigroup Value Index(2)(3) Russell Midcap® Value Index(2) 8.22% 11.48% 12.65%

5 Years

10.30% 12.35% 12.21%

Life of Fund(1)

15.34% 14.36% 12.50%

(1) The date of inception for Class VC is 9/15/99. (2) Performance for the unmanaged indices does not reflect fees or expenses. The performance of the indices is not necessarily representative of the Fund's performance. (3) The S&P MidCap 400/Citigroup Value Index was formerly named S&P MidCap 400/Barra Value Index, which recently experienced some adjustments in the methodology used for performance reporting purposes.

4

The Fund

Mid-Cap Value Portfolio

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The purpose of the fee table below is to help variable contract owners investing in the Fund to understand the various Fund expenses. The fee table, including the example below, shows only expenses that are deducted from the assets of the Fund. Fees and expenses, including sales charges applicable to the various insurance products that invest in the Fund, are not reflected in this fee table. If such fees and expenses were reflected in the table, the total expenses shown would be higher. Fees and expenses regarding such variable insurance products are separately described in the prospectus related to those products.

Fee Table

Shareholder Fees (Fees paid directly from your investment) Maximum Sales Charge on Purchases (as a % of offering price) Maximum Deferred Sales Charge Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) Management Fees (See "Management")(1) Other Expenses Total Annual Fund Operating Expenses(1) (1) These amounts have been restated based upon estimates for the current fiscal year. N/A N/A 0.74% 0.38% 1.12%

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. The example does not reflect variable contract expenses, fees, and charges. If these expenses, fees, and charges were included, your costs would be higher. Based on these assumptions your costs would be:

1 Year

Class VC Shares $114

Other expenses include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain insurance companies for providing recordkeeping or other administrative services in connection with investments in the Fund.

3 Years

$356

5 Years

$617

10 Years

$1,363

The Fund

5

ADDITIONAL INVESTMENT INFORMATION

This section describes some of the investment techniques that might be used by the Fund and some of the risks associated with those techniques. Adjusting Investment Exposure. The Fund will be subject to the risks associated with investments. The Fund may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political, and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices, and other factors. For example, the Fund may seek to hedge against certain market risks. These strategies may involve effecting transactions in derivative and similar instruments, including but not limited to options, futures, forward contracts, swap agreements, warrants, and rights. If we judge market conditions incorrectly or use a hedging strategy that does not correlate well with the Fund's investments, it could result in a loss, even if we intended to lessen risk or enhance returns. These strategies may involve a small investment of cash compared to the magnitude of the risk assumed, and could produce disproportionate gains or losses. Convertible Securities. The Fund may invest in convertible bonds and convertible preferred stocks. These investments tend to be more volatile than debt securities, but tend to be less volatile and produce more income than their underlying common stocks. The markets for convertible securities may be less liquid than markets for common stocks or bonds. Depositary Receipts. The Fund may invest in American Depositary Receipts ("ADRs") and similar depositary receipts.ADRs, typically issued by a financial institution (a "depositary"), evidence ownership interests in a security or a pool of securities issued by a foreign company and deposited with the depositary. Prices of ADRs are quoted in U.S. dollars and ADRs are traded in the United States. Ownership of ADRs entails similar investment risks to direct ownership of foreign securities traded outside the United States, including increased market, liquidity, currency, political, information, and other risks. Foreign Securities. The Fund may invest up to 10% of its net assets in foreign securities that are primarily traded outside the United States. This limitation does not include ADRs. Foreign securities may pose greater risks than domestic securities. Foreign markets and the securities traded in them may not be subject to the same degree of regulation as U.S. markets.As a result, there may be less information publicly available about foreign companies than most U.S. companies. Securities clearance, settlement procedures and trading practices may be different, and transaction costs may be higher in foreign countries. There may be less trading volume and liquidity in foreign markets, subjecting the securities traded in them to greater price fluctuations. Foreign investments also may be affected by changes in currency rates or currency controls. Listed Options on Securities. The Fund may purchase and write national securities exchange-listed put and call options on securities or securities indices. The Fund may use options for hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity).A "call option" is a contract sold for a price giving its holder the right to buy a specific number of securities at a specific price prior to a specified date.A "covered call option" is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. The Fund may write covered call options with respect to securities in its portfolio in an attempt to increase income and to provide greater flexibility in the disposition of portfolio securities. A "put option" gives the purchaser of the option the right to sell, and obligates the writer to

6

The Fund

buy, the underlying securities at the exercise price at any time during the option period.A put option sold by the Fund is covered when, among other things, the Fund segregates permissible liquid assets having a value equal to or greater than the exercise price of the option to fulfill the obligation undertaken. The Fund will not purchase an option if, as a result of such purchase, more than 10% of its net assets would be invested in premiums for such options. The Fund may only sell (write) covered put options to the extent that cover for such options does not exceed 15% of its net assets. The Fund may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of its net assets at the time an option is written. Risks of Options. Fund transactions in options, if any, involve additional risk of loss. Loss may result, for example, from adverse market movements, a lack of correlation between changes in the value of these derivative instruments and the Fund's assets being hedged, the potential illiquidity of the markets for derivative instruments, the risk that the counterparty to an OTC contract will fail to perform its obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions. Temporary Defensive Investments. At times the Fund may take a temporary defensive position by investing some or all of its assets in short-term fixed income securities. Such securities may be used to attempt to avoid losses in response to adverse market, economic, political, or other conditions, to invest uncommitted cash balances, or to maintain liquidity to meet shareholder redemptions. These securities may include: obligations of the U.S. Government and its agencies and instrumentalities, commercial paper, bank certificates of deposit, bankers' acceptances, and repurchase agreements collateralized by cash and obligations of the U.S. Government and its agencies and instrumentalities. These investments could reduce the benefit from any upswing in the market and prevent the Fund from achieving its investment objective. Information on Portfolio Holdings. The Fund's Annual and Semiannual Reports, which are sent to shareholders and filed with the Securities and Exchange Commission ("SEC"), contain information about the Fund's portfolio holdings, including a complete schedule of holdings. The Fund also files its complete schedule of portfolio holdings with the SEC on Form N-Q as of the end of its first and third fiscal quarters. In addition, on or about the first day of the second month following each calendar quarter-end, the Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The Fund also may make publicly available Fund commentaries or fact sheets containing a discussion of select portfolio holdings and a list of up to the ten largest portfolio positions, among other things, and/or performance attribution information within thirty days following the end of each calendar quarter for which such information is made available. This information will remain available until the schedule, commentary, fact sheet or performance attribution information for the next quarter is publicly available. You may view this information for the most recently ended calendar quarter at www.LordAbbett.com or request a copy at no charge by calling Lord Abbett at 800-821-5129. For more information on the Fund's policies and procedures with respect to the disclosure of its portfolio holdings and ongoing arrangements to make available such information on a selective basis to certain third parties, please see "Investment Policies ­ Policies and Procedures Governing the Disclosure of Portfolio Holdings" in the Statement of Additional Information.

The Fund

7

MANAGEMENT

Board of Directors. The Board oversees the management of the business and affairs of the Fund. The Board meets regularly to review the Fund's portfolio investments, performance, expenses, and operations. The Board appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board. More than 75 percent of the members of the Board are independent of Lord Abbett. Investment Adviser. The Fund's investment adviser is Lord,Abbett & Co. LLC ("Lord Abbett"), which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nation's oldest mutual fund complexes, with assets under management of approximately $105 billion in 54 mutual fund portfolios and other advisory accounts as of February 28, 2006. Lord Abbett is entitled to an annual management fee based on the Fund's average daily net assets. Prior to January 1, 2006, the management fee payable to Lord Abbett was at a flat annual rate of .75 of 1%. Effective January 1, 2006, the management fee is calculated daily and payable monthly at the following rates: .75 of 1% on the first $1 billion of average daily net assets; .70 of 1% on the next $1 billion; .65 of 1% over $2 billion. For the fiscal year ended December 31, 2005, the management fee paid to Lord Abbett was at an effective rate of .75% of the Fund's average daily net assets. In addition, Lord Abbett provides certain administrative services to the Fund for a fee at the annual rate of .04% of the Fund's average daily net assets. The Fund pays all expenses not expressly assumed by Lord Abbett. For more information about the services Lord Abbett provides to the Fund, see the Statement of Additional Information. Each year in December the Board considers whether to approve the continuation of the existing management and administrative services agreements between the Fund and Lord Abbett.A discussion regarding the basis for the Board's approval is available in the Fund's Annual Report to Shareholders. Investment Managers. Lord Abbett uses a team of investment managers and analysts acting together to manage the Fund's investments. The Statement of Additional Information contains additional information about the managers' compensation, other accounts managed by them and their ownership of the Fund's shares. Edward K. von der Linde, Partner and Investment Manager, heads the team. Mr. von der Linde joined Lord Abbett in 1998. The other senior members of the team are Eileen Banko, Howard E. Hansen, and David G. Builder. Mr. Hansen, Partner and Investment Manager, joined Lord Abbett in 1995, Ms. Banko, Equity Analyst, joined Lord Abbett in 1990, and Mr. Builder, Equity Analyst, joined Lord Abbett in 1998. Mr. von der Linde and Mr. Hansen are jointly and primarily responsible for the day-to-day management of the Fund. Messrs. von der Linde and Hansen are primarily and jointly responsible for the day-to-day management of the Portfolio. Mr. von der Linde is a Partner and joined Lord Abbett in 1988. Mr. Hansen, Partner and Investment Manager, joined Lord Abbett in 1995, Ms. Banko, Equity Analyst, joined Lord Abbett in 1990, and Mr. Builder, Equity Analyst, joined Lord Abbett in 1998.

8

The Fund

PURCHASES AND REDEMPTIONS

This Prospectus offers, at net asset value ("NAV"), one class of shares named Mid-Cap Value Portfolio that is also referred to in this Prospectus as Class VC. These shares of the Fund are not offered directly to the public. Rather, these shares are currently offered only to separate accounts of certain insurance companies that are unaffiliated with Lord Abbett. These insurance companies sell Variable Contracts that generate premiums, some of which will be invested in the Fund. Redemptions will be effected by the separate accounts to meet obligations under the Variable Contracts. Contract owners do not deal directly with the Fund with respect to the purchase or redemption of Fund shares. We reserve the right to modify, restrict, or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor LLC determines that it is in the best interest of the Fund and its shareholders.All purchase orders are subject to our acceptance. Pricing of Shares. NAV per share is calculated, under normal circumstances, each business day at the close of regular trading on the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern time. Purchases and sales of Fund shares are executed at the NAV next determined after the Fund receives the order in proper form.Assuming they are in proper form, purchase and sale orders must be placed by the close of trading on the NYSE in order to receive that day's NAV; orders placed after the close of trading on the NYSE will receive the next day's NAV. In calculating NAV, securities listed on any recognized U.S. or non-U.S. exchange (including NASDAQ) are valued at the market closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last transaction price, or, if there were no transactions that day, at the mean between the most recently quoted bid and asked prices. Unlisted fixed income securities (other than those with remaining maturities of 60 days or less) are valued at prices supplied by independent pricing services, which prices reflect broker/dealer-supplied valuations and electronic data processing techniques, and reflect the mean between the bid and asked prices. Unlisted fixed income securities having remaining maturities of 60 days or less are valued at their amortized cost. Securities for which prices or market quotations are not available, do not accurately reflect fair value in Lord Abbett's opinion, or have been materially affected by events occurring after the close of the exchange on which the security is principally traded are valued under fair value procedures approved by the Fund's Board. These circumstances may arise, for instance, when trading in a security is suspended, the market on which a security is traded closes early, demand for a security (as reflected by its trading volume) is insufficient calling into question the reliability of the quoted price, or the security is relatively illiquid. The Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of foreign or U.S. indices. The Fund's use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

Variable Contracts include variable annuity contracts and variable life insurance policies.

Lord Abbett Distributor LLC ("Lord Abbett Distributor" or the "Distributor") acts as agent for the Fund to work with investment professionals that buy and/or sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors.

Your Investment

9

Certain securities that are traded primarily on foreign exchanges may trade on weekends or days when the NAV is not calculated.As a result, the value of securities may change on days when shareholders are not able to purchase or sell Fund shares. Excessive Trading and Market Timing. The Fund is designed for long-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. Excessive, short-term or market timing trading practices may disrupt management of the Fund, raise its expenses, and harm long-term shareholders. Volatility resulting from excessive trading may cause the Fund difficulty in implementing long-term investment strategies because it cannot anticipate the amount of cash it will have to invest. The Fund may be forced to sell portfolio securities at disadvantageous times to raise cash to allow for such excessive trading. This, in turn, could increase tax, administrative and other costs and adversely impact the Fund's performance. To the extent the Fund invests in foreign securities, the Fund may be particularly susceptible to excessive trading because many foreign markets close hours before the Fund values its portfolio holdings. This may allow significant events, including broad market moves, to occur in the interim potentially affecting the values of foreign securities held by the Fund. The time zone differences among foreign markets may allow a shareholder to exploit differences in the Fund's share prices that are based on closing prices of foreign securities determined before the Fund calculates its NAV per share (known as "time zone arbitrage"). To the extent the Fund invests in securities that are thinly traded or relatively illiquid, it may be particularly susceptible to excessive trading because the current market price for such securities may not accurately reflect current market values.A shareholder may attempt to engage in short-term trading to take advantage of these pricing differences (known as "price arbitrage"). The Fund has adopted fair value procedures designed to adjust closing market prices of these types of securities to reflect what is believed to be their fair value at the time the Fund calculates its NAV per share.While there is no assurance, the Fund expects that the use of fair value pricing will reduce a shareholder's ability to engage in time zone arbitrage and price arbitrage to the detriment of other Fund shareholders. For more information about these procedures, see "Your Investment ­ Purchases and Redemptions" above. The Fund's Board has adopted additional policies and procedures that are designed to prevent or stop excessive short-term trading and market timing ("frequent trading").We also have longstanding procedures in place to monitor the purchase, sale and exchange activity in Fund shares by investors and Financial Intermediaries that place orders on behalf of their clients. The Fund may modify its frequent trading policy and monitoring procedures, which are described below, from time to time without notice as and when deemed appropriate to enhance protection of the Fund and its shareholders. Monitoring Procedures. There are procedures in place to monitor the purchase, sale and exchange/transfer activity in Fund shares by investors and Financial Intermediaries that place orders on behalf of their clients. The procedures currently are designed to enable us to identify undesirable trading activity based on one or more of the following factors: the number of transactions, purpose, amounts involved, period of time involved, past transactional activity, our knowledge of current market activity, and trading activity in multiple accounts under common ownership, control or influence, among other factors.As a general matter, Lord Abbett will treat any pattern of purchases and redemptions over a period of time as indicative of excessive short-term trading activity. While we attempt to apply the efforts described above uniformly in all cases to detect excessive trading and market timing practices, there can be no assurance that we will succeed in identifying all such practices or that some investors will not employ tactics that

Financial Intermediaries include broker-dealers, registered investment advisers, banks, trust companies, certified financial planners, third-party administrators, recordkeepers, trustees, custodians, financial consultants and insurance companies.

10

Your Investment

evade our detection. In addition, although the Distributor encourages Financial Intermediaries to adhere to our policies and procedures when placing orders for their clients through omnibus accounts they maintain with the Fund and encourages recordkeepers and other agents to adhere to such policies and procedures when placing orders, there can be no assurance that such entities will do so. Moreover, the Distributor's ability to monitor these trades and/or implement the procedures may be severely limited. These difficulties may be magnified by the nature of the Fund serving as an investment vehicle for variable products, which may have their own frequent trading policies, which policies may be inconsistent with the Fund's policies.We normally will review and evaluate the frequent trading policies and procedures of variable contract product sponsors, and evaluate each on its merits, in order to seek to increase the likelihood that the Fund will be protected against excessive short-term trading. Notwithstanding our efforts, these circumstances may result in policies and procedures in place at certain Financial Intermediaries that are less effective at detecting and preventing excessive trading than the policies and procedures adopted by the Distributor and other such entities. Omnibus account arrangements are a commonly used means for broker-dealers and other Financial Intermediaries to hold Fund shares on behalf of investors.A substantial portion or all of the Fund's shares may be held through omnibus accounts.When shares are held in this manner, (1) the Distributor may not have any or complete access to the underlying investor account information, and/or (2) the Financial Intermediaries may be unable to implement or support our procedures. In such cases, the Financial Intermediaries may be able to implement procedures or supply the Distributor with information that differs from that normally used by the Distributor. In such instances, the Distributor will seek to monitor purchase and redemption activity through the overall omnibus account(s). If we identify activity that may be indicative of excessive short-term trading activity, we will notify the Financial Intermediary and request it to provide or review information on individual account transactions so that we or the Financial Intermediary may determine if any investors are engaged in excessive or short-term trading activity. If an investor is identified as engaging in undesirable trading activity, we will request that the Financial Intermediary take appropriate action, to the extent it is permitted to do so, to curtail the activity and will work with the relevant party to do so. Such action may include placing blocks on accounts to prohibit future purchases and exchanges of Fund shares. If we determine that the Financial Intermediary has not demonstrated adequately that it has taken appropriate action to curtail the excessive short-term trading, we may consider whether to terminate the relationship. Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. In addition to the fees described above, Lord Abbett, Lord Abbett Distributor and the Fund may make other payments to Financial Intermediaries and other firms authorized to accept orders for Fund shares (collectively,"Dealers"). Lord Abbett or Lord Abbett Distributor makes payments to Dealers in its sole discretion, at its own expense and without cost to the Fund or the Fund's shareholders. The payments may be for: · marketing and/or distribution support for Dealers; · the Dealers' and their investment professionals' shareholder servicing efforts; · training and education activities for the Dealers, their investment professionals and/or their clients or potential clients; · certain information regarding Dealers and their investment professionals;

Your Investment

11

· sponsoring or otherwise bearing, in part or in whole, the costs for other meetings of

Dealers' investment professionals and/or their clients or potential clients; · the purchase of products or services from the Dealers, such as investment research, software tools or data for investment analysis purposes; and/or · certain Dealers' costs associated with orders relating to Fund shares ("ticket charges"). Some of these payments may be referred to as revenue sharing payments. Most of these payments are intended to reimburse Dealers directly or indirectly for the costs that they or their investment professionals incur in connection with educational seminars and training efforts about the Lord Abbett Funds to enable the Dealers and their investment professionals to make recommendations and provide services that are suitable and useful in meeting shareholder needs, as well as to maintain the necessary infrastructure to make the Lord Abbett Funds available to shareholders. The costs and expenses related to these efforts may include travel, lodging, and entertainment and meals, among other things. Lord Abbett or Lord Abbett Distributor, in its sole discretion, determines the amounts of payments to Dealers, with the exception of purchases of products or services and certain expense reimbursements. Lord Abbett and Lord Abbett Distributor consider many factors in determining the basis or amount of any additional payments to Dealers. The factors include the Dealer's sales, assets and redemption rates relating to Lord Abbett Funds, penetration of Lord Abbett Fund sales among investment professionals within the Dealer, and the potential to expand Lord Abbett's relationship with the Dealer. Lord Abbett and Lord Abbett Distributor also may take into account other business relationships Lord Abbett has with a Dealer, including other Lord Abbett financial products or advisory services sold by or provided to a Dealer or one or more of its affiliates. Based on its analysis of these factors, Lord Abbett groups Dealers into tiers, each of which is associated with a particular maximum amount of revenue sharing payments expressed as a percentage of assets of the Lord Abbett Funds attributable to that particular Dealer. The payments presently range from amounts equal to an annual rate of 0.02% to 0.15% of one or more of the Lord Abbett Funds' assets attributable to the Dealer and/or its investment professionals. The maximum payment limitations may not be inclusive of payments for certain items, such as training and education activities, other meetings, ticket charges, and the purchase of certain products and services from the Dealers. The Dealers within a particular tier may receive different amounts of revenue sharing or may not receive any. Lord Abbett or Lord Abbett Distributor may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any given Fund. In addition, Lord Abbett's formula for calculating revenue sharing payments may be different from the formulas that the Dealers use. Please refer to the Fund's Statement of Additional Information for additional information relating to revenue sharing payments. Neither Lord Abbett nor Lord Abbett Distributor makes payments directly to a Dealer's investment professionals, but rather they are made solely to the Dealer itself (with the exception of expense reimbursements related to the attendance of a Dealer's investment professionals at training and education meetings and at other meetings involving the Lord Abbett Funds). The Dealers receiving additional payments include those that may recommend that their clients consider or select the Fund or other Lord Abbett Funds for investment purposes, including those that may include one or more of the Lord Abbett Funds as investment options in a variable product. In some circumstances, the payments may create an incentive for a Dealer or its investment professionals to recommend or include a Lord Abbett Fund as an investment option in a variable product. For more

12

Your Investment

specific information about any additional payments, including revenue sharing, made to your Dealer, please contact your investment professional. The Fund's portfolio transactions are not used as a form of sales-related compensation to Dealers that sell shares of the Lord Abbett Funds. Lord Abbett places the Fund's portfolio transactions with broker-dealer firms based on the firm's ability to provide the best net results from the transaction to the Fund. To the extent that Lord Abbett determines that a Dealer can provide the Fund with the best net results, Lord Abbett may place the Fund's portfolio transactions with the Dealer even though it sells or has sold shares of the Fund. In no event, however, does or will Lord Abbett give any consideration to a Dealer's sales in deciding which Dealer to choose to execute the Fund's portfolio transactions. Lord Abbett maintains policies and procedures designed to ensure that it places portfolio transactions based on the Fund's receipt of the best net results only. These policies and procedures also permit Lord Abbett to give consideration to proprietary investment research a Dealer may provide to Lord Abbett.

CONFLICTS OF INTEREST

As discussed above, shares offered by this Prospectus are currently available only to separate accounts of certain insurance companies that are unaffiliated with Lord Abbett. Although the Fund does not currently anticipate any disadvantages to policy owners because it offers its shares to such entities, there is a possibility that a material conflict may arise. The Board of Directors intends to monitor events in order to identify any disadvantages or material irreconcilable conflicts and to determine what action, if any, should be taken in response. If a material disadvantage or conflict occurs, the Board of Directors may require one or more insurance company separate accounts to withdraw its investments in the Fund. If this occurs, the Fund may be forced to sell its securities at disadvantageous prices.

DISTRIBUTIONS AND TAXES

The Fund expects to pay its shareholders dividends from its net investment income annually and to distribute any net capital gains annually as "capital gains distributions." The Fund intends to comply with the diversification requirements, contained in Section 817(h) of the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder, that apply to investments by Variable Contracts. To satisfy these requirements, the Fund generally will not be permitted to invest more than 55% of the value of its total assets in the securities of a single issuer; more than 70% of the value of its total assets in the securities of any two issuers; more than 80% of the value of its total assets in the securities of any three issuers; or more than 90% of the value of its total assets in the securities of any four issuers. In the case of government securities, each U.S. Governmental agency or instrumentality is generally treated as a separate issuer. If the Fund fails to satisfy these diversification requirements on the last day of a quarter of a calendar year, the owner of a Variable Contract that holds shares in the Fund during the calendar quarter in which the failure occurs could become subject to current federal taxation at ordinary income rates with respect to income on the Variable Contract. For information about the federal income tax treatment of distributions to the separate Variable Contract accounts that hold shares in the Fund, please refer to the prospectus provided by the insurance company for your Variable Contract.

Your Investment

13

Because of the unique tax status of Variable Contracts, you should consult your tax adviser regarding treatment under the federal, state, and local tax rules that apply to you.

SERVICES ARRANGEMENTS

Certain insurance companies will be compensated up to .25% of the Fund's average daily net asset value of the Class VC Shares held in the insurance company's separate account to service and maintain Variable Contract owners' accounts. The services provided may include: providing information periodically to Variable Contract owners; showing the number of shares of the Fund held through the Variable Contract; responding to Variable Contract owners' inquiries relating to the services performed by the insurance company; forwarding shareholder communications from the Fund, including proxies, shareholder reports, annual and semiannual financial statements, as well as dividend, distribution and tax notices to Variable Contract owners, if required by law; and such other similar services as the Fund may reasonably request, from time to time, to the extent the insurance company is permitted to do so under federal and state statutes, rules and regulations. The Fund may also compensate certain insurance companies, third-party administrators and other entities for providing recordkeeping, sub-transfer agency and other administrative services to the Fund.

14

Your Investment

Mid-Cap Value Portfolio

FINANCIAL HIGHLIGHTS

This table describes the Fund's performance for the fiscal periods indicated."Total Return" shows how much your investment in the Fund would have increased (decreased) during each period, assuming you had reinvested all dividends and distributions. These Financial Highlights have been audited by Deloitte & Touche LLP, the Fund's independent registered public accounting firm, in conjunction with their annual audits of the Fund's financial statements. Financial statements and the Report of Independent Registered Public Accounting Firm thereon appear in the 2005 Annual Report to Shareholders, and are incorporated by reference in the Statement of Additional Information, which is available upon request. Certain information reflects financial results for a single fund share.

Year Ended 12/31 2003

$13.86 .11

Per Share Operating Performance

Net asset value, beginning of year Investment operations: Net investment income(a) Net increase from payment by an affiliate on the disposal of investments in violation of investment restriction Net realized and unrealized gain (loss) Total from investment operations Distributions to shareholders from: Net investment income Net realized gain Total distributions Net asset value, end of year Total Return(b) Ratios to Average Net Assets: Expenses, including expense reductions and expenses assumed Expenses, excluding expense reductions and expenses assumed Net investment income Supplemental Data: Net assets, end of year (000) Portfolio turnover rate

2005

$20.79 .11

2004

$17.04 .09

2002

$15.45 .14

2001

$14.38 .13

-- 1.60 1.71 (.10) (1.31) (1.41) $21.09 8.22%

--(c) 4.01 4.10 (.06) (.29) (.35) $20.79 24.04%(d)

-- 3.32 3.43 (.08) (.17) (.25) $17.04 24.75%

-- (1.65) (1.51) (.08) -- (.08) $13.86 (9.78)%

-- 1.03 1.16 (.05) (.04) (.09) $15.45 8.05%

1.13% 1.13% .51%

1.17% 1.17% .46%

1.08% 1.08% .75%

1.11% 1.16% .95%

.99% 1.20% .88%

2005

$1,197,020 24.67%

2004

$834,428 17.61%

Year Ended 12/31 2003

$371,607 15.38%

2002

$145,827 21.84%

2001

$35,386 27.83%

(a) Calculated using average shares outstanding during the year. (b) Total return assumes the reinvestment of all distributions. (c) Amount is less than $.01. (d) The effect of payment from an affiliate for violation of investment restriction on total return is less than .01%.

Financial Information

15

Notes

To Obtain Information:

By telephone. For shareholder account inquiries call the Fund at 800-821-5129. For literature requests call the Fund at 800-874-3733. By mail. Write to the Fund at: The Lord Abbett Family of Funds 90 Hudson Street Jersey City, NJ 07302-3973 Via the Internet. Lord,Abbett & Co. LLC www.LordAbbett.com Text only versions of Fund documents can be viewed online or downloaded from the SEC: www.sec.gov. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-942-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending your request electronically to [email protected]

Additional Information

This Prospectus is intended for use in connection with a Variable Contract Plan. More information on this Fund is available free upon request, including:

Annual/Semiannual Report

The Fund's Annual and Semiannual Reports contain more information about the Fund's investments and performance.The Annual Report also includes details about the market conditions and investment strategies that had a significant effect on the Fund's performance during the last fiscal year.The Reports are available free of charge, at www.LordAbbett.com and through other means, as indicated on the left.

Statement of Additional Information ("SAI")

Provides more details about the Fund and its policies. A current SAI is on file with the Securities and Exchange Commission ("SEC") and is incorporated by reference (is legally considered part of this Prospectus). Although the SAI is not available at www.LordAbbett.com, the SAI is available through other means, generally without charge, as indicated on the left.

Lord Abbett Mutual Fund shares are distributed by:

LORD ABBETT DISTRIBUTOR LLC

90 Hudson Street · Jersey City, New Jersey 07302-3973

Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio

SEC File Numbers: 811-5876

LASF-MCVP-1 (5/06)

PROSPECTUS

May 1, 2006

SUNAMERICA SERIES TRUST

(Class 1, Class 2 and Class 3 Shares)

¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬ ¬

Aggressive Growth Portfolio Alliance Growth Portfolio Blue Chip Growth Portfolio Cash Management Portfolio Corporate Bond Portfolio Davis Venture Value Portfolio ""Dogs'' of Wall Street Portfolio Emerging Markets Portfolio Federated American Leaders Portfolio Foreign Value Portfolio Global Bond Portfolio Global Equities Portfolio Goldman Sachs Research Portfolio Growth-Income Portfolio Growth Opportunities Portfolio High-Yield Bond Portfolio International DiversiÑed Equities Portfolio International Growth and Income Portfolio Marsico Growth Portfolio MFS Massachusetts Investors Trust Portfolio MFS Mid-Cap Growth Portfolio MFS Total Return Portfolio Putnam Growth: Voyager Portfolio Real Estate Portfolio Small & Mid Cap Value Portfolio Small Company Value Portfolio SunAmerica Balanced Portfolio Technology Portfolio Telecom Utility Portfolio Worldwide High Income Portfolio

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal oÅense.

TABLE OF CONTENTS

TRUST HIGHLIGHTSÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Q&AÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ EXPENSE SUMMARY ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ACCOUNT INFORMATION ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ADDITIONAL INFORMATION ABOUT THE ""DOGS'' OF WALL STREET AND GOLDMAN SACHS RESEARCH PORTFOLIOS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Strategy for the ""Dogs'' of Wall Street PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Strategy for the Goldman Sachs Research Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MORE INFORMATION ABOUT THE PORTFOLIOS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Strategies ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ GLOSSARY ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Investment Terminology ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Risk Terminology ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MANAGEMENTÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Information About the Investment Adviser and Manager ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ AIG SunAmerica Asset Management Corp. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Aggressive Growth PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Blue Chip Growth PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ High Yield Bond Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Information About the Subadvisers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ AllianceBernstein L.P. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Alliance Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth-Income Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small & Mid Cap Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Columbia Management Advisers, LLCÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Cash Management Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Selected Advisers, L.P. d/b/a Davis Advisors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Venture Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Real Estate Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Federated Investment Management Company and Federated Equity Management Company of Pennsylvania ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Corporate Bond PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Federated American Leaders PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Telecom Utility Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Franklin Advisory Services, LLC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small Company Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Asset Management, L.P. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Research PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Asset Management International ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Bond PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ J.P. Morgan Investment Management Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Equities Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Balanced Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Marsico Capital Management, LLC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Marsico Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

4 4 43 50 53 53 53 54 54 63 63 67 71 71 72 72 72 72 72 72 73 73 73 73 73 73 73 73 73 74 74 74 74 74 74 75 75 75 75 76 76 76 76 76

SunAmerica Series Trust

2

Massachusetts Financial Services Company ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Massachusetts Investors Trust PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Mid-Cap Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Total Return Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Morgan Stanley Investment Management Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Opportunities PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International DiversiÑed Equities Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Technology Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Worldwide High Income PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam Investment Management, LLC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International Growth and Income PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam: Growth Voyager Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Templeton Investment Counsel, LLC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Foreign Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Information about the Distributor ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Payments in Connection with Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Custodian, Transfer and Dividend Paying Agent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Legal Proceedings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ FINANCIAL HIGHLIGHTS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ FOR MORE INFORMATION ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

76 76 76 76 77 77 77 77 77 78 78 78 78 78 78 79 79 79 79 81 98

3

SunAmerica Series Trust

TRUST HIGHLIGHTS

The following questions and answers are designed to give you an overview of SunAmerica Series Trust (the ""Trust'') and to provide you with information about the Trust's thirty-two separate investment series, thirty of which are included in this Prospectus (""Portfolios''), and their investment goals and principal investment strategies. More detailed investment information is provided in the charts, under ""More Information About the Portfolios,'' which begins on page 54, and the glossary that follows on page 63.

Q&A

Fixed Income Portfolios typically seek to provide high current income consistent with the preservation of capital by investing in Ñxed income securities. Yield is the annual dollar income received on an investment expressed as a percentage of the current or average price. Income is interest payments from bonds or dividends from stocks. Total Return is a measure of performance which combines all elements of return including income and capital gain or loss; it represents the change in a value of an investment over a given period expressed as a percentage of the initial investment. ""High Quality'' Instruments have a very strong capacity to pay interest and repay principal; they reÖect the issuers' high creditworthiness and low risk of default. ""Net Assets'' as referred to under ""Principal Investment Strategy'' takes into account borrowings for investment purposes. SunAmerica Series Trust

Q:

A:

What are the Portfolios' investment goals and principal investment strategies?

Each Portfolio operates as a separate mutual fund, with its own investment goal and a principal investment strategy for pursuing it. Each investment goal and principal investment strategy may be changed without shareholder approval. You will receive at least 60 days' notice to any change to the 80% investment policies set forth below. There can be no assurance that any Portfolio will meet its investment goal or that the net return on an investment will exceed what could have been obtained through other investment or savings vehicles.

Fixed Income Portfolios Portfolio

Cash Management Portfolio

Investment Goal

high current yield consistent with liquidity and preservation of capital high total return with only moderate price risk

Principal Investment Strategy

invests in a diversiÑed selection of money market instruments

Corporate Bond Portfolio

invests, under normal circumstances, at least 80% of net assets in Ñxed income securities, but invests primarily in investment grade Ñxed income securities; may invest up to 35% in Ñxed income securities rated below investment grade invests, under normal circumstances, at least 80% of net assets in high quality Ñxed income securities of U.S. and foreign issuers and transactions in foreign currencies invests, under normal circumstances, at least 80% of net assets in intermediate and long-term corporate obligations, emphasizing high-yield, high-risk Ñxed income securities (junk bonds) with a primary focus on ""B'' rated high-yield bonds invests, under normal circumstances, at least 80% of net assets in high income securities of issuers located throughout the world

Global Bond Portfolio

high total return, emphasizing current income and, to a lesser extent, capital appreciation high current income and, secondarily, capital appreciation

High-Yield Bond Portfolio

Worldwide High Income Portfolio

high current income and, secondarily, capital appreciation

4

Balanced Portfolios typically try to balance three diÅerent investment goals: capital appreciation, income and capital preservation by investing in a mixture of stocks, bonds and money market instruments. Capital Appreciation/Growth is an increase in the market value of securities held. Index Portfolios typically are comprised of securities that make up or replicate a target index; the primary objective is to mirror the investment results of the index. A ""Value'' philosophy Ì that of investing in securities that are believed to be undervalued in the market Ì often reÖects a contrarian approach in that the potential for superior relative performance is believed to be highest when fundamentally solid companies are out of favor. The selection criteria is generally calculated to identify stocks of companies with solid Ñnancial strength that have low priceearnings ratios and have generally been overlooked by the market, or companies undervalued within an industry or market capitalization category.

Balanced or Asset Allocation Portfolios Portfolio

MFS Total Return Portfolio

Investment Goal

reasonable current income, long-term capital growth and conservation of capital conservation of principal and capital appreciation

Principal Investment Strategy

invests primarily in common stocks and Ñxed income securities, with an emphasis on income-producing securities that appear to have some potential for capital enhancement maintains at all times a balanced portfolio of stocks and bonds, with at least 25% invested in Ñxed income securities

SunAmerica Balanced Portfolio

Equity Portfolios Portfolio

Aggressive Growth Portfolio

Investment Goal

capital appreciation

Principal Investment Strategy

invests primarily in equity securities of high growth companies including small and medium sized growth companies with market capitalizations of $1.5 billion to $15 billion invests primarily in equity securities of a limited number of large, carefully selected, high quality U.S. companies that are judged likely to achieve superior earnings invests, under normal circumstances, at least 80% of net assets in common stocks that demonstrate the potential for capital appreciation, issued by large-cap companies invests primarily in common stocks of companies with market capitalizations of at least $10 billion invests in thirty high dividend yielding common stocks selected quarterly from the Dow Jones Industrial Average and the broader market (see page 53 for additional information about the investment strategy for the ""Dogs'' of Wall Street Portfolio) invests primarily in the securities of high quality companies invests, under normal circumstances, at least 80% of net assets in equity investments selected for their potential to achieve capital appreciation over the long term (see page 53 for additional information about the investment strategy for the Goldman Sachs Research Portfolio)

Alliance Growth Portfolio

long-term growth of capital

Blue Chip Growth Portfolio

capital appreciation

Davis Venture Value Portfolio ""Dogs'' of Wall Street Portfolio

growth of capital

total return (including capital appreciation and current income)

Federated American Leaders Portfolio Goldman Sachs Research Portfolio

growth of capital and income long-term growth of capital

5

SunAmerica Series Trust

Equity Portfolios Portfolio

Growth-Income Portfolio Growth Opportunities Portfolio Marsico Growth Portfolio

Investment Goal

growth of capital and income capital appreciation

Principal Investment Strategy

invests primarily in common stocks or securities that demonstrate the potential for appreciation and/or dividends invests in equity securities that demonstrate the potential for capital appreciation, issued generally by small-cap companies invests, under normal circumstances, at least 65% in equity securities of large companies with a general core position of 20 to 30 common stocks invests primarily in equity securities

long-term growth of capital

MFS Massachusetts Investors Trust Portfolio MFS Mid-Cap Growth Portfolio

reasonable current income and long-term growth of capital and income long-term growth of capital

A ""Growth'' philosophy Ì that of investing in securities believed to oÅer the potential for capital appreciation Ì focuses on securities of companies that are considered to have a historical record of aboveaverage growth rate, signiÑcant growth potential, above-average earnings growth or value, the ability to sustain earnings growth, or that oÅer proven or unusual products or services, or operate in industries experiencing increasing demand. Market Capitalization represents the total market value of the outstanding securities of a corporation.

invests, under normal circumstances, at least 80% of net assets in equity securities of medium-sized companies that its Subadviser believes have above-average growth potential invests primarily in common stocks of U.S. companies, with a focus on growth stocks issued by companies the Subadviser believes have above-average growth potential and whose earnings are likely to increase over time invests, under normal circumstances, at least 80% of net assets in securities of companies principally engaged in or related to the real estate industry or that own signiÑcant real estate assets or that primarily invest in real estate Ñnancial instruments invests, under normal circumstances, at least 80% of net assets in equity securities of companies with small and medium market capitalizations that the Subadviser determines to be undervalued invests, under normal circumstances, at least 80% of net assets in a broadly diversiÑed portfolio of equity securities of small companies generally with market capitalizations ranging from approximately $39 million to $2.9 billion invests, under normal circumstances, at least 80% of net assets in equity securities that demonstrate the potential for capital appreciation, issued by companies the Subadviser believes are positioned to beneÑt from involvement in technology and technology-related industries worldwide invests, under normal circumstances, at least 80% of net assets in equity and debt securities of utility companies

Putnam Growth: Voyager Portfolio

capital appreciation

Real Estate Portfolio

total return through a combination of growth and income

Small & Mid Cap Value Portfolio

long-term growth of capital

Small Company Value Portfolio

long-term growth of capital

Technology Portfolio

long-term capital appreciation

Telecom Utility Portfolio

high current income and moderate capital appreciation

SunAmerica Series Trust

6

International Portfolios Portfolio

Emerging Markets Portfolio

Investment Goal

long-term capital appreciation

Principal Investment Strategy

invests, under normal circumstances, at least 80% of net assets in common stocks and other equity securities of companies that its Subadviser believes have above-average growth prospects primarily in emerging markets outside the U.S. invests, under normal circumstances, at least 80% of net assets in equity and debt securities of companies and governments outside the U.S., including emerging markets invests primarily in common stocks or securities with common stock characteristics of U.S. and foreign issuers that demonstrate the potential for appreciation and engages in transactions in foreign currencies; under normal circumstances, at least 80% of net assets of the Portfolio will be invested in equity securities invests primarily (in accordance with country and sector weightings determined by its Subadviser) in securities of foreign issuers that, in the aggregate, replicate broad country and sector indices; under normal circumstances, at least 80% of net assets of the Portfolio will be invested in equity securities invests primarily in common stocks of companies outside the U.S. that the Subadviser considers undervalued by the market and oÅers a potential for income

Foreign Value Portfolio

long-term growth of capital

Global Equities Portfolio

International Portfolios typically seek capital appreciation by investing signiÑcantly in securities traded in markets outside the U.S.

long-term growth of capital

International DiversiÑed Equities Portfolio

long-term capital appreciation

An ""Emerging Market'' Country is generally a country with a low or middle income economy or that is in the early stages of its industrialization cycle.

International Growth and Income Portfolio

growth of capital and, secondarily, current income

7

SunAmerica Series Trust

Q:

A:

What are the principal risks of investing in the Portfolios?

The following section describes the principal risks of each Portfolio, while the charts beginning on page 54 describe various additional risks. Risks of Investing in Equity Securities The Aggressive Growth, Alliance Growth, Blue Chip Growth, Davis Venture Value, ""Dogs'' of Wall Street, Emerging Markets, Federated American Leaders, Foreign Value, Global Equities, Goldman Sachs Research, Growth-Income, Growth Opportunities, International Diversified Equities, International Growth and Income, Marsico Growth, MFS Massachusetts Investors Trust, MFS Mid-Cap Growth, Putnam Growth: Voyager, Real Estate, Small & Mid Cap Value, Small Company Value and Technology Portfolios invest primarily in equity securities. In addition, the MFS Total Return, SunAmerica Balanced and Telecom Utility Portfolios invest significantly in equities. As with any equity fund, the value of your investment in any of these Portfolios may fluctuate in response to stock market movements. You should be aware that the performance of different types of equity stocks may rise or decline under varying market conditions Ì for example, ""value'' stocks may perform well under circumstances in which ""growth'' stocks in general have fallen, or vice versa. In addition, individual stocks selected for any of these Portfolios may underperform the market generally, relevant indices or other funds with comparable investment objectives and strategies. Risks of Investing in Growth Stocks Growth stocks are historically volatile, which will particularly affect the Aggressive Growth, Alliance Growth, Blue Chip Growth, Emerging Markets, Global Equities, Goldman Sachs Research, Growth-Income, Growth Opportunities, International Diversified Equities, International Growth and Income, Marsico Growth, MFS Massachusetts Investors Trust, MFS Mid-Cap Growth, Putnam Growth: Voyager and Technology Portfolios. Risks of Value Investing The risk that the portfolio manager's judgments that a particular security is undervalued in relation to the company's fundamental economic value may prove incorrect, will particularly affect the Davis Venture Value, Federated American Leaders, Foreign Value, Global Equities, MFS Total Return, Small & Mid Cap Value, Small Company Value and Telecom Utility Portfolios. Risks of Investing in Bonds The Corporate Bond, Global Bond, High-Yield Bond and Worldwide High Income Portfolios invest primarily in bonds. In addition, the MFS Total Return, SunAmerica Balanced and Telecom Utility Portfolios may invest significantly in bonds. As with any bond fund, the value of your investment in these Portfolios may go up or down in response to changes in interest rates or defaults (or even the potential for future default) by bond issuers. To the extent a Portfolio is invested in the bond market, movements in the bond market generally may affect its performance. In addition, individual bonds selected for any of these Portfolios may underperform the market generally, relevant indices or other funds with comparable investment objectives and strategies. Risks of Investing in Junk Bonds The High-Yield Bond and Worldwide High Income Portfolios invest predominantly in junk bonds, which are considered speculative. The Corporate Bond, Goldman Sachs Research, International Growth and Income, Marsico Growth, MFS Mid-Cap Growth, MFS Total Return and SunAmerica Balanced Portfolios also may invest significantly in junk bonds. Junk bonds carry a substantial risk of default or changes in the issuer's creditworthiness, or they may already be in default. A junk bond's market price may fluctuate more than higher-quality securities and may decline significantly. In addition, it may be more difficult for a Portfolio to dispose of junk bonds or to determine their value. Junk bonds may contain redemption or call provisions that, if exercised during a period of declining interest rates, may force a Portfolio to replace the security with a lower yielding security. If this occurs, it will result in a decreased return for you. Risks of Investing in Money Market Securities You should be aware that an investment in the Cash Management Portfolio is subject to the risk that the value of its investments in high-quality short-term debt obligations (""money market securities'') may be subject to changes in interest rates, changes in the rating of any money market security and in the ability of an issuer to make payments of interest and principal. The Cash Management Portfolio does not seek to maintain a stable net asset value.

SunAmerica Series Trust

8

Risks of Investing Internationally Except for the Cash Management Portfolio, all of the Portfolios may invest in foreign securities. These securities may be denominated in currencies other than U.S. dollars. Foreign investing presents special risks. The value of your investment may be aÅected by Öuctuating currency values, changing local and regional economic, political and social conditions, and greater market volatility, and, in addition, foreign securities may not be as liquid as domestic securities. These risks aÅect all the Portfolios except for the Cash Management Portfolio and are primary risks of the Emerging Markets, Foreign Value, Global Bond, Global Equities, International DiversiÑed Equities, International Growth and Income and Worldwide High Income Portfolios. Risks of Investing in Emerging Market Countries The risks associated with investment in foreign securities are heightened in connection with investments in the securities of issuers in developing or ""emerging market'' countries. Emerging market countries may be more likely to experience political turmoil or rapid changes in economic conditions than developed countries. As a result, these markets are generally more volatile than the markets of developed countries. The Emerging Markets, Foreign Value, International DiversiÑed Equities and Worldwide High Income Portfolios invest signiÑcantly in emerging market countries. In addition, the Global Bond, Global Equities, Goldman Sachs Research, Growth Opportunities, International Growth and Income, Marsico Growth, MFS Massachusetts Investors Trust, MFS Mid-Cap Growth, MFS Total Return, Putman Growth: Voyager and Technology Portfolios may also invest in emerging market countries. Risks of Investing in Smaller Companies Stocks of smaller companies may be more volatile than, and not as liquid as, those of larger companies. This will particularly aÅect the Aggressive Growth, Emerging Markets, Growth Opportunities, International Growth and Income, Putnam Growth: Voyager, Real Estate, Small & Mid Cap Value, Small Company Value and Technology Portfolios. Risks of a ""Passively Managed'' Strategy The ""Dogs'' of Wall Street Portfolio will not deviate from its strategy (except to the extent necessary to comply with federal tax laws). If the Portfolio is committed to a strategy that is unsuccessful, the Portfolio will not meet its investment goal. Because the Portfolios will not use certain techniques available to other mutual funds to reduce stock market exposure, the Portfolio may be more susceptible to general market declines than other Portfolios. Risks of Investing in Utility Securities The Telecom Utility Portfolio invests primarily in equity and debt securities of utility companies. Utility companies include companies engaged in the production, generation, transportation, distribution and sale of electricity, water, natural gas and oil, companies engaged in telecommunications, including cable and satellite television and companies that provide infrastructure or related services and products to these utility companies. Such utility securities entail certain risks including: (i) utility companies' historic diÇculty in earning adequate returns on investment despite frequent rate increases; (ii) restrictions on operations and increased costs and delays due to governmental regulations; (iii) building or construction delays; (iv) environmental regulations; (v) diÇculty of the capital markets in absorbing utility debt and equity securities; (vi) diÇculties in obtaining fuel at reasonable prices and (vii) potential eÅect of deregulation.

9

SunAmerica Series Trust

Risks of Investing in Real Estate Securities The Real Estate Portfolio invests primarily in the real estate industry. In addition, the Goldman Sachs Research and Telecom Utility Portfolios invest signiÑcantly in real estate securities and the Growth Opportunities Portfolio may also invest in the real estate industry. A Portfolio that invests primarily in the real estate industry is subject to the risks associated with the direct ownership of real estate. The Portfolio could also be subject to the risks of direct ownership as a result of a default on a debt security it may own. These risks include declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, Öuctuations in rental income, changes in neighborhood values, the appeal of properties to tenants and increases in interest rates. If the Portfolio has rental income or income from the disposition of real property, the receipt of such income may adversely aÅect its ability to retain its tax status as a regulated investment company. Most of the Portfolios' investments are, and likely will continue to be, interests in Real Estate Investment Trusts (""REITs''). Risks of Investing in ""Non-DiversiÑed'' Portfolios The ""Dogs'' of Wall Street, Global Bond, Marsico Growth and Worldwide High Income Portfolios are organized as ""non-diversiÑed'' Portfolios. A non-diversiÑed Portfolio can invest a larger portion of assets in the securities of a single company than can some other mutual funds. By concentrating in a smaller number of securities, a Portfolio's risk is increased because the eÅect of each security on the Portfolio's performance is greater. Risks of Investing in Technology Companies Technology companies may react similarly to certain market pressures and events. They may be signiÑcantly aÅected by short product cycles, aggressive pricing of products and services, competition from new market entrants, and obsolescence of existing technology. As a result, the returns of a Portfolio that invests in technology companies may be considerably more volatile than those of a fund that does not invest in technology companies. This will particularly aÅect the Aggressive Growth, Foreign Value, Growth Opportunities, Small & Mid Cap Value and Technology Portfolios. Additional Principal Risks Shares of the Portfolios are not bank deposits and are not guaranteed or insured by any bank, government entity or the Federal Deposit Insurance Corporation. As with any mutual fund, there is no guarantee that a Portfolio will be able to achieve its investment goals. If the value of the assets of a Portfolio goes down, you could lose money.

Q:

A:

How have the Portfolios performed historically?

The following Risk/Return Bar Charts and Tables illustrate the risks of investing in the Portfolios by showing changes in the Portfolios' performance from calendar year to calendar year, and comparing the Portfolios' average annual returns to those of an appropriate market index. Class 1, Class 2 and/or Class 3 shares are not oÅered in all Portfolios. Fees and expenses incurred at the contract level are not reÖected in the bar charts and tables. If these amounts were reÖected, returns would be less than those shown. Of course, past performance is not necessarily an indication of how a Portfolio will perform in the future.

SunAmerica Series Trust

10

AGGRESSIVE GROWTH PORTFOLIO

(Class 1)*

100%

84.66%

80 60 40

28.57%

20 0 -20 -40

17.43% 12.35%

16.72% 8.73%

-15.25% -24.71% -31.70% 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 53.68% (quarter ended 12/31/99) and the lowest return for a quarter was ¿27.42% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 7.85%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Aggressive Growth Portfolio Class 1 Class 2 Class 3 Russell [email protected] Index2

8.73% 8.56% 8.49% 6.12%

¿3.45% N/A N/A 1.58%

6.48% N/A N/A 8.51%

N/A 1.12% N/A 3.79%

N/A N/A 15.95% 17.34%

* Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown.

1 2

Inception date: Class 1 is June 3, 1996; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Russell [email protected] Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

11

SunAmerica Series Trust

ALLIANCE GROWTH PORTFOLIO

(Class 1)*

60%

52.23%

45

29.11% 31.43% 33.07% 25.76% 16.63%

30 15 0 -15

7.94%

-14.00% -19.47%

-30

-31.26%

-45

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 32.57% (quarter ended 12/31/98) and the lowest return for a quarter was ¿16.67% (quarter ended 03/31/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 1.73%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Alliance Growth Portfolio Class 1 Class 2 Class 3 Russell 1000» Growth Index2 *

1 2

16.63% 16.49% 16.35% 5.26%

¿1.32% N/A N/A ¿3.58%

9.99% N/A N/A 6.73%

N/A 1.82% N/A 0.10%

N/A N/A 14.39% 14.55%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The Russell 1000» Growth Index consists of stocks with a greater-than-average growth orientation. Companies in this index tend to exhibit higher price-to-book and price-earnings ratios, lower dividend yields and higher forecasted growth values.

SunAmerica Series Trust

12

BLUE CHIP GROWTH PORTFOLIO

(Class 1)*

30% 25 20 15 10 5 0 -5 -10 -15 -20 -25 -30 -35

2001 2002 2003 2004 2005 -20.87% -29.26% 5.25% 2.49% 25.98%

During the period shown in the bar chart, the highest return for a quarter was 12.86% (quarter ended 12/31/01) and the lowest return for a quarter was ¿19.10% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 2.30%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Blue Chip Growth Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 *

1 2

2.49% 2.50% 2.40% 4.91%

¿5.32% N/A N/A 0.54%

¿7.19% N/A N/A ¿1.06%

N/A ¿2.32% N/A 2.64%

N/A N/A 10.27% 16.06%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is July 5, 2000; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies.

13

SunAmerica Series Trust

CASH MANAGEMENT PORTFOLIO

(Class 1)*

10%

8

6

4.91% 5.22% 5.05% 4.87%

6.06%

4

3.67% 2.76%

2

1.40% 0.63% 0.86%

0

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 1.58% (quarter ended 12/31/00) and the lowest return for a quarter was 0.08% (quarter ended 12/31/03). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 1.01%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Cash Management Portfolio Class 1 Class 2 Class 3 *

1

2.76% 2.71% 2.52%

1.86% N/A N/A

3.53% N/A N/A

N/A 1.42% N/A

N/A N/A 1.16%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002.

SunAmerica Series Trust

14

CORPORATE BOND PORTFOLIO

(Class 1)*

15%

11.94% 10.90%

10

7.59% 7.46% 6.05% 5.03% 6.82%

5

4.49%

1.85%

0

-1.85%

-5

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 5.39% (quarter ended 06/30/03) and the lowest return for a quarter was ¿1.90% (quarter ended 06/30/04). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 0.09%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Corporate Bond Portfolio Class 1 Class 2 Class 3 Lehman Brothers U.S. Credit Index2 Merrill Lynch High Yield Master II Index3 Blended Index4 *

1 2

1.85% 1.79% 1.60% 1.96% 2.74% 2.17%

7.08% N/A N/A 7.11% 8.39% 7.50%

5.96% N/A N/A 6.46% 6.56% 6.53%

N/A 6.77% N/A 6.60% 8.49% 7.15%

N/A N/A 7.03% 5.53% 14.66% 7.78%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The Lehman Brothers U.S. Credit Index is a broad measure of the U.S. investment grade corporate bond market that includes all publicly issued, Ñxed rate, nonconvertible investment grade, dollardenominated, SEC-registered corporate debt. The Merrill Lynch High Yield Master II Index tracks the performance of below investment grade US dollar-denominated corporate bonds publicly issued in the US domestic market. The Blended Index consists of 75% of Lehman Brothers U.S. Credit Index and 25% of Merrill Lynch High Yield Master II Index.

3

4

15

SunAmerica Series Trust

DAVIS VENTURE VALUE PORTFOLIO

(Class 1)*

45% 40 35 30 25 20 15 10 5 0 -5 -10 -15 -20 -25

1996 1997 1998 1999 2000 2001 -11.32% -16.77% 13.73% 9.47% 24.76% 16.11% 13.50% 10.60% 34.32% 33.16%

2002

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 21.07% (quarter ended 12/31/98) and the lowest return for a quarter was ¿14.87% (quarter ended 09/30/98). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 3.18%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Davis Venture Value Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 *

1 2

10.60% 10.47% 10.34% 4.91%

4.29% N/A N/A 0.54%

11.57% N/A N/A 9.07%

N/A 6.95% N/A 2.64%

N/A N/A 19.11% 16.06%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies.

SunAmerica Series Trust

16

""DOGS'' OF WALL STREET PORTFOLIO

(Class 1)*

25%

20.06%

20 15 10 5 0

-2.67% 9.58% 7.91%

2.94%

-5

-7.08% -6.57% 2000 2001 2002 2003 2004 2005

-10

1999

During the period shown in the bar chart, the highest return for a quarter was 15.56% (quarter ended 06/30/99) and the lowest return for a quarter was ¿16.32% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 4.25%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

""Dogs'' of Wall Street Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 *

1 2

¿2.67% ¿2.82% ¿3.02% 4.91%

5.24% N/A N/A 0.54%

2.68% N/A N/A 3.19%

N/A 4.95% N/A 2.64%

N/A N/A 10.26% 16.06%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is April 1, 1998; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the Index will reÖect changes in larger companies more heavily than those of smaller companies.

17

SunAmerica Series Trust

EMERGING MARKETS PORTFOLIO

(Class 1)*

90% 80 70 60 50 40 30 20 10 0 -10 -20 -30 -40 -50

1998 1999 2000 2001 2002 2003 2004 2005 -24.27% -36.38% -1.76% -7.14% 24.52% 37.23% 52.61% 77.45%

During the period shown in the bar chart, the highest return for a quarter was 38.80% (quarter ended 12/31/99) and the lowest return for a quarter was ¿22.17% (quarter ended 09/30/98). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 12.52%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Emerging Markets Portfolio Class 1 Class 2 Class 3 MSCI Emerging Markets Free IndexSM2 *

1 2

37.23% 36.97% 36.82% 34.54%

18.93% N/A N/A 19.44%

6.36% N/A N/A 6.06%

N/A 22.10% N/A 23.53%

N/A N/A 36.89% 38.94%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is June 2, 1997; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Morgan Stanley Capital International (MSCI) Emerging Markets Free IndexSM measures the performance of companies representative of the market structure of 26 emerging market countries in Europe, Latin America, and the PaciÑc basin. The MSCI Emerging Markets Free Index excludes closed markets and those shares in otherwise free markets which are not purchasable by foreigners.

SunAmerica Series Trust

18

FEDERATED AMERICAN LEADERS PORTFOLIO

(Class 1)*

35%

31.43%

30 25 20 15 10 5 0 -5 -10 -15 -20 -25

1997 1998 1999 2000 2001 2002 -19.78% -2.33% 17.96%

27.57%

9.91% 6.19% 2.39% 4.65%

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 16.96% (quarter ended 06/30/03) and the lowest return for a quarter was ¿19.38% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 2.74%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Federated American Leaders Portfolio2 Class 1 Class 2 Class 3 S&P 500» Index3 S&P 500»/Barra Value Index4 S&P 500»/Citigroup Value Index5 *

1 2

4.65% 4.51% 4.41% 4.91% 6.33% 8.71%

2.83% N/A N/A 0.54% 2.53% 4.54%

8.05% N/A N/A 8.43% 8.87% 8.97%

N/A 3.08% N/A 2.64% 3.85% 6.11%

N/A N/A 14.93% 16.06% 19.45% 19.01%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is June 3, 1996; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. Prior to May 1, 2003, the Federated American Leaders Portfolio was named the Federated Value Portfolio. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the Index will reÖect changes in larger companies more heavily than those in smaller companies. EÅective as of close of business December 16, 2005, Standard & Poor's substituted Citigroup performance data in place of BARRA performance data. The index was replaced, because BARRA was no longer oÅering the performance data for the index. The S&P»/BARRA Value Index was designed to diÅerentiate between fast growing companies and slower growing or under valued companies. 19

SunAmerica Series Trust

3

4

Standard & Poor's and Barra cooperated to employ a price-to-book calculation, whereby the market capitalization of an index (S&P 500», S&P MidCap 400», S&P SmallCap 600») is divided equally between growth and value. The growth and value deÑnition are only available on the U.S. indices. The indices are rebalanced twice per year.

5

EÅective as of close of business December 16, 2005, the Portfolio selected the S&P 500»/Citigroup Value Index for performance comparisons. S&P 500»/Citigroup Value Index is constructed by measuring growth and value characteristics of the constituents of the S&P 500» Index across seven factors including: earnings-per-share growth rate, sales-per-share growth rate, internal growth rate, book-to-price ratio, cash Öow-to-price ratio, sales-to-price ratio and dividend yield. The index is comprised of stocks identiÑed as pure value, plus a portion of the market capitalization of stocks that are neither classiÑed as pure growth nor pure value. The style index is unmanaged and market capitalization weighted.

SunAmerica Series Trust

20

FOREIGN VALUE PORTFOLIO

(Class 2)*

40% 35 30 25 20 15 10 5 0 -5 -10 -15 -20

2003 2004 2005 10.07% 19.85% 34.59%

During the period shown in the chart, the highest return for a quarter was 20.36% (quarter ended 06/30/03) and the lowest return for a quarter was ¿10.39% (quarter ended 03/31/03). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 7.51%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Class 2 Since Inception1 Class 3 Since Inception1

Foreign Value Portfolio Class 2 Class 3 MSCI EAFE» Index2 *

1 2

10.07% 9.92% 13.54%

16.41% N/A 19.66%

N/A 20.23% 24.02%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is August 1, 2002 and Class 3 is September 30, 2002. The Morgan Stanley Capital International (MSCI) EAFE» Index (Europe, Australasia and Far East) measures the performance of companies representative of the market structure of 21 countries in Europe, Australasia and the Far East.

21

SunAmerica Series Trust

GLOBAL BOND PORTFOLIO

(Class 1)*

15%

10.87% 9.27%

10

9.36% 10.03%

5

5.05%

5.88% 3.58% 3.96% 4.58%

0

-1.05%

-5

-10

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 5.66% (quarter ended 09/30/98) and the lowest return for a quarter was ¿1.65% (quarter ended 06/30/04). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was ¿0.77%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Global Bond Portfolio Class 1 Class 2 Class 3 J.P. Morgan Global Government Bond Index (hedged)2 J.P. Morgan Global Government Bond Index (un-hedged)3 *

1 2

4.58% 4.36% 4.36% 4.97% ¿6.53%

4.61% N/A N/A 5.28% 6.89%

6.09% N/A N/A 6.83% 5.17%

N/A 4.31% N/A 5.25% 8.80%

N/A N/A 4.11% 4.07% 6.62%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The J.P. Morgan Global Government Bond Index (hedged) tracks the performance of bonds throughout the world, including issues from Europe, Australia, the Far East and the United States. EÅective March 1, 2006, the Portfolio selected J.P. Morgan Global Government Bond Index (unhedged) for performance comparisons. The change from the J.P. Morgan Global Government Bond Index (hedged) to the J.P. Morgan Global Government Bond Index (un-hedged) was made because the new index is more representative of the Portfolio's investment strategy. The J.P. Morgan Global Government Bond Index (un-hedged) is a total return, market capitalization weighted index, rebalanced monthly consisting of the following countries: Australia, Germany, Spain, Belgium, Italy, Sweden, Canada, Japan, United Kingdom, Denmark, Netherlands, United States and France.

3

SunAmerica Series Trust

22

GLOBAL EQUITIES PORTFOLIO

(Class 1)*

35% 30 25 20 15 10 5 0 -5 -10 -15 -20 -25 -30 -35

1996 1997 1998 1999 2000 2001 -17.26% -18.11% -26.79% 14.18% 15.06% 11.86% 22.86% 15.75% 30.94% 26.54%

2002

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 25.50% (quarter ended 12/31/98) and the lowest return for a quarter was ¿20.67% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 8.48%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Global Equities Portfolio Class 1 Class 2 Class 3 MSCI World IndexSM2 *

1 2

15.75% 15.56% 15.49% 9.49%

¿0.36% N/A N/A 2.18%

5.56% N/A N/A 7.04%

N/A 3.48% N/A 5.64%

N/A N/A 17.96% 19.80%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The Morgan Stanley Capital International (MSCI) World IndexSM measures the performance of companies representative of the market structure of 23 developed market countries in North America, Europe and Asia/PaciÑc regions.

23

SunAmerica Series Trust

GOLDMAN SACHS RESEARCH PORTFOLIO

(Class 1)*

30% 25 20 15 10 5 0 -5 -10 -15 -20 -25 -30 -35

2001 2002 2003 2004 2005 -25.20% -28.08% 3.61% 12.92% 25.33%

During the period shown in the bar chart, the highest return for a quarter was 15.61% (quarter ended 06/30/03) and the lowest return for a quarter was ¿23.15% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 4.83%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Goldman Sachs Research Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 *

1 2

3.61% 3.34% 3.25% 4.91%

¿4.64% N/A N/A 0.54%

¿4.59% N/A N/A ¿1.06%

N/A ¿1.30% N/A 2.64%

N/A N/A 14.53% 16.06%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is July 5, 2000; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies.

SunAmerica Series Trust

24

GROWTH-INCOME PORTFOLIO

(Class 1)*

40%

33.92%

30

24.06%

30.74% 30.04% 25.62%

20

11.56%

10 0 -10 -20 -30

1996 1997 1998 1999 2000 2001 2002 2003 2004 -8.34% -15.90% -21.15%

7.20%

2005

During the period shown in the bar chart, the highest return for a quarter was 28.51% (quarter ended 12/31/98) and the lowest return for a quarter was ¿19.39% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 1.96%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Growth-Income Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 *

1 2

7.20% 7.06% 6.92% 4.91%

¿0.08% N/A N/A 0.54%

9.94% N/A N/A 9.07%

N/A 2.24% N/A 2.64%

N/A N/A 13.90% 16.06%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the Index will reÖect changes in larger companies more heavily than those in smaller companies.

25

SunAmerica Series Trust

GROWTH OPPORTUNITIES PORTFOLIO

(Class 1)*

40% 30 20 10 0 -10 -20 -30

-33.17% 6.26% 7.66% 34.93%

-40

-39.83%

-50

2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 18.49% (quarter ended 12/31/01) and the lowest return for a quarter was ¿25.14% (quarter ended 03/31/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 17.34%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Growth Opportunities Portfolio Class 1 Class 2 Class 3 Russell 2000» Growth Index2

7.66% 7.51% 7.33% 4.15%

¿9.10% N/A N/A 2.28%

¿10.30% N/A N/A ¿2.52%

N/A ¿3.29% N/A 4.29%

N/A N/A 16.14% 21.84%

* Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown.

1 2

Inception date: Class 1 is July 5, 2000; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Russell 2000» Growth Index for performance comparisons. The Russell 2000» Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The change from the S&P Mid 400» Index to the Russell 2000» Growth Index was made because the Russell 2000» Growth Index is more representative of the Portfolio's investment strategy.

SunAmerica Series Trust

26

HIGH-YIELD BOND PORTFOLIO

(Class 1)*

35%

31.74%

30 25 20 15 10

6.50% 14.57% 14.42% 8.81% 17.50%

5 0 -5 -10 -15 -20

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 -2.95% -9.30% -4.30% -5.93%

During the period shown in the bar chart, the highest return for a quarter was 11.49% (quarter ended 06/30/03) and the lowest return for a quarter was ¿8.40% (quarter ended 09/30/98). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 3.53%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

High-Yield Bond Portfolio Class 1 Class 2 Class 3 Merrill Lynch High Yield Master II Index2 *

1 2

8.81% 8.80% 8.57% 2.74%

8.68% N/A N/A 8.39%

6.42% N/A N/A 6.56%

N/A 9.57% N/A 8.49%

N/A N/A 19.16% 14.66%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The Merrill Lynch High Yield Master II Index tracks the performance of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.

27

SunAmerica Series Trust

INTERNATIONAL DIVERSIFIED EQUITIES PORTFOLIO

(Class 1)*

35% 30 25 20 15 10 5 0 -5 -10 -15 -20 -25 -30 -35

1996 1997 1998 1999 2000 2001 -18.32% -24.02% -28.48% 2002 2003 2004 2005 9.31% 6.37% 18.53% 16.44% 13.87% 24.59% 31.88%

During the period shown in the bar chart, the highest return for a quarter was 17.56% (quarter ended 12/31/99) and the lowest return for a quarter was ¿26.49% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 9.21%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

International DiversiÑed Equities Portfolio Class 1 Class 2 Class 3 MSCI EAFE» Index2 *

1 2

13.87% 13.67% 13.44% 13.54%

¿1.01% N/A N/A 4.55%

2.92% N/A N/A 5.84%

N/A 2.99% N/A 9.73%

N/A N/A 18.02% 24.02%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The Morgan Stanley Capital International (MSCI) EAFE» Index (Europe, Australasia, and Far East) measures the performance of companies representative of the market structure of 21 countries in Europe, Australasia and the Far East.

SunAmerica Series Trust

28

INTERNATIONAL GROWTH AND INCOME PORTFOLIO

(Class 1)*

50% 40 30

24.18% 20.90% 36.85%

20

14.30%

10 0 -10 -20 -30

10.83% 1.16%

-22.24% -20.89% 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 18.57% (quarter ended 06/30/03) and the lowest return for a quarter was ¿23.49% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 9.74%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

International Growth and Income Portfolio Class 1 Class 2 Class 3 MSCI EAFE» Index2 S&P/Citigroup World ex-US Value Primary Markets Index3 *

1 2

14.30% 14.12% 14.03% 13.54% 16.38%

3.07% N/A N/A 4.55% 7.97%

6.54% N/A N/A 5.45% 7.92%

N/A 8.04% N/A 9.73% 12.30%

N/A N/A 22.28% 24.02% 26.80%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is June 2, 1997; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Morgan Stanley Capital International (MSCI) EAFE» Index (Europe, Australasia, and Far East) represents the foreign stocks of 21 countries in Europe, Australasia and the Far East. EÅective May 1, 2006, the Portfolio selected the S&P/Citigroup World ex-US Value Primary Markets Index for performance comparisons. The S&P/Citigroup World ex-US Value Primary Markets Index is an unmanaged index of mostly large and some small-cap stocks from developed countries, excluding the United States, chosen for their value orientation. The change from the MSCI EAFE» Index to the S&P/Citigroup World ex-US Value Primary Markets Index was made because the S&P/Citigroup World ex-US Value Primary Markets Index is more representative of the Portfolio's investment strategy.

3

29

SunAmerica Series Trust

MARSICO GROWTH PORTFOLIO

(Class 1)*

40%

30.20%

30

20

11.24% 10.74%

10

0

-10

-11.24% -13.53%

-20

2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 13.00% (quarter ended 06/30/03) and the lowest return for a quarter was ¿14.66% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 4.65%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Marsico Class Class Class

Growth Portfolio 1 2 3

10.74% 10.61% 10.45% 4.91%

4.24% N/A N/A 0.54%

4.24% N/A N/A 0.54%

N/A 7.35% N/A 2.64%

N/A N/A 13.99% 16.06%

S&P 500» Index2 *

1

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is December 29, 2000; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies.

2

SunAmerica Series Trust

30

MFS MASSACHUSETTS INVESTORS TRUST PORTFOLIO

(Class 1)*

40% 35 30 25 20 15 10 5 0 -5 -10 -15 -20 -25 -30

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 -16.04% -21.00% 15.99% 11.85% 5.93% 7.71% 23.22% 29.28% 22.50%

-0.32%

During the period shown in the bar chart, the highest return for a quarter was 22.03% (quarter ended 12/31/98) and the lowest return for a quarter was ¿15.56% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 3.72%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

MFS Massachusetts Investors Trust Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 *

1 2

7.71% 7.56% 7.47% 4.91%

¿0.43% N/A N/A 0.54%

6.68% N/A N/A 9.07%

N/A 2.42% N/A 2.64%

N/A N/A 14.09% 16.06%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies.

31

SunAmerica Series Trust

MFS MID-CAP GROWTH PORTFOLIO

(Class 1)*

50% 40 30 20 10 0 -10 -20

-22.62% 9.61% 3.20% 14.09% 37.31%

-30 -40 -50 -60

2000 2001 -47.17%

2002

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 26.80% (quarter ended 12/31/01) and the lowest return for a quarter was ¿35.89% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 5.88%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

MFS Mid-Cap Growth Portfolio Class 1 Class 2 Class 3 Russell [email protected] Growth Index2 *

1 2

3.20% 2.99% 2.89% 12.10%

¿7.95% N/A N/A 1.38%

2.67% N/A N/A 4.82%

N/A ¿6.30% N/A 6.29%

N/A N/A 17.56% 24.07%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is April 1, 1999; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Russell [email protected] Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell [email protected] Growth Index.

SunAmerica Series Trust

32

MFS TOTAL RETURN PORTFOLIO

(Class 1)*

25% 20

16.90% 19.53% 17.01% 16.86%

15

11.30%

10 5 0 -5 -10

9.94%

2.88% 0.52%

3.09%

-4.85%

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 13.55% (quarter ended 12/31/98) and the lowest return for a quarter was ¿8.16% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 2.41%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

MFS Total Return Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 Lehman Brothers U.S. Aggregate Index3 Treasury Bills4 Blended Index4 *

1

3.09% 2.88% 2.79% 4.91% 2.43% 3.07% 3.94%

5.10% N/A N/A 0.54% 5.87% 2.10% 2.87%

9.02% N/A N/A 9.07% 6.16% 3.63% 7.84%

N/A 5.65% N/A 2.64% 5.62% 1.83% 3.68%

N/A N/A 10.64% 16.06% 3.83% 1.79% 10.37%

2

3

4

Fees and expenses incurred at the contract level are not reflected in the bar chart or table. If these amounts were reflected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The since inception returns for the comparative indices are as of the inception date month end. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies. The Lehman Brothers U.S. Aggregate Index combines several Lehman Brothers Ñxed-income indices to give a broad view of the U.S. investment grade Ñxed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. The Blended Index consists of 35% Lehman Brothers U.S. Aggregate Index, 55% S&P 500» Index and 10% Treasury Bills. Treasury Bills are short-term securities with maturities of one-year or less issued by the U.S. Government. 33

SunAmerica Series Trust

PUTNAM GROWTH: VOYAGER PORTFOLIO

(Class 1)*

40% 35 30 25 20 15 10 5 0 -5 -10 -15 -20 -25 -30 -35

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 -18.06% -24.16% -26.41% 20.37% 32.48% 34.76% 29.71% 23.98%

5.02% 6.07%

During the period shown in the bar chart, the highest return for a quarter was 25.28% (quarter ended 12/31/98) and the lowest return for a quarter was ¿19.65% (quarter ended 03/31/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 2.27%.

Average Annual Total Returns (as of calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Putnam Growth: Voyager Portfolio Class 1 Class 2 Class 3 Russell [email protected] Growth Index2 *

1 2

6.07% 5.86% 5.77% 5.26%

¿5.08% N/A N/A ¿3.58%

5.82% N/A N/A 6.73%

N/A ¿1.70% N/A 0.10%

N/A N/A 11.34% 14.55%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is September 30, 2002. The Russell [email protected] Growth Index consists of stocks with a greater-than-average growth orientation. Companies in this index tend to exhibit higher price-to-book and price-earnings ratios, lower dividend yields and higher forecasted growth values.

SunAmerica Series Trust

34

REAL ESTATE PORTFOLIO

(Class 1)*

50% 40 30 20

13.30% 23.80% 37.91% 34.57%

10 0 -10 -20 -30 -40

1998 1999 2000 -15.36% -7.42%

6.00%

6.26%

2001

2002

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 15.03% (quarter ended 12/31/04) and the lowest return for a quarter was ¿11.07% (quarter ended 09/30/98). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 15.55%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Real Estate Portfolio Class 1 Class 2 Class 3 Morgan Stanley REIT Index2 *

1 2

13.30% 13.13% 13.05% 12.13%

18.82% N/A N/A 18.71%

12.35% N/A N/A 12.81%

N/A 19.73% N/A 18.82%

N/A N/A 26.26% 24.13%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is June 2, 1997; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Morgan Stanley Real Estate Investment Trust (REIT) Index is a capitalization-weighted index with dividends reinvested of mostly actively traded real estate investment trusts and is designed to be a measure of real estate equity performance. The index was developed with a base value of 200 as of December 31, 1994.

35

SunAmerica Series Trust

SMALL & MID CAP VALUE PORTFOLIO

(Class 2)*

40% 35 30 25 20 15 10 5 0 -5 -10 -15 -20

2003 2004 2005 5.89% 17.90% 36.52%

During the period shown in the bar chart, the highest return for a quarter was 19.72% (quarter ended 06/30/03) and the lowest return for a quarter was ¿7.28% (quarter ended 03/31/03). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 7.71%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Class 2 Since Inception1 Class 3 Since Inception1

Small & Mid Cap Value Portfolio Class 2 Class 3 Russell 2500TM Index2 *

1 2

5.89% 5.77% 8.11%

17.49% N/A 19.90%

N/A 21.30% 23.46%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is August 1, 2002 and Class 3 is September 30, 2002. The Russell 2500TM Index measures the performance of the 2,500 smallest companies in the Russell 3000» Index, which represents approximately 17% of the total market capitalization of the Russell 3000» Index.

SunAmerica Series Trust

36

SMALL COMPANY VALUE PORTFOLIO

(Class 1)*

40% 35 30 25 20 15 10 5 0 -5 -10 -15

1999 2000 2001 -8.63% 6.15% 17.04% 11.03% 4.50% 32.42% 25.39%

2002

2003

2004

2005

During the period shown in the bar chart, the highest return for a quarter was 19.83% (quarter ended 06/30/03) and the lowest return for a quarter was ¿19.87% (quarter ended 09/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 13.90%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 3 Since Inception1

Small Company Value Portfolio Class 1** Class 3 Russell [email protected] Value Index2 *

11.03% N/A 4.71%

11.97% N/A 13.55%

12.44% N/A 13.34%

N/A ¿0.02% ¿2.03%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown.

** Prior to August 28, 2002, the Portfolio was managed by U.S. Bancorp Asset Management. Franklin Advisory Services, LLC assumed subadvisory duties August 28, 2002.

1 2

Inception date for Class 1 is December 14, 1998; and Class 3 is September 12, 2005. The Russell [email protected] Value Index measures the performance of those Russell Top 2000 companies with lower price-to-book ratios and lower forecasted growth values.

37

SunAmerica Series Trust

SUNAMERICA BALANCED PORTFOLIO

(Class 1)*

30% 25 20 15 10 5 0 -5 -10 -15 -20

1997 1998 1999 2000 2001 2002 2003 2004 2005 -9.43% -13.14% -15.18% 15.07% 24.48% 24.61% 21.40%

6.84% 1.89%

During the period shown in the bar chart, the highest return for a quarter was 15.55% (quarter ended 12/31/98) and the lowest return for a quarter was ¿11.19% (quarter ended 09/30/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 2.01%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

SunAmerica Balanced Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 Lehman Brothers U.S. Aggregate Index3 Treasury Bills4 Former Blended Index4 Russell 1000» Index5 New Blended Index6 *

1 2

1.89% ¿1.59% 1.74% N/A 1.64% N/A 4.91% 2.43% 3.07% 3.94% 6.27% 4.41% 0.54% 5.87% 2.10% 2.87% 1.07% 3.15%

5.94% N/A N/A 8.43% 6.72% 3.56% 7.70% 8.65% 8.17%

N/A 0.53% N/A 2.64% 5.62% 1.83% 3.68% 3.39% 4.38%

N/A N/A 6.85% 16.06% 3.83% 1.79% 10.37% 16.93% 11.46%

Fees and expenses incurred at the contract level are not reflected in the bar chart or table. If these amounts were reflected, returns would be less than those shown. Inception date: Class 1 is June 3, 1996; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Standards & Poor's 500» Composite Stock Price Index (S&P 500» Index) tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies. 38

SunAmerica Series Trust

3

The Lehman Brothers U.S. Aggregate Index combines several Lehman Brothers Ñxed-income indices to give a broad view of the U.S. investment grade Ñxed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. The Former Blended Index consists of 55% S&P 500» Index, 35% Lehman Brothers U.S. Aggregate Index, and 10% Treasury Bills. Treasury Bills are short-term securities with maturities of one-year or less issued by the U.S. Government. EÅective January 23, 2006, the Portfolio selected the Russell 1000» Index for performance comparisons in the blended index. The change was made from Treasury Bills to the Russell 1000» Index because the new index will be more representative of the Portfolio's investment strategy. The Russell 1000» Index measures the performance of the 1,000 largest companies in the Russell 3000» Index, which represents approximately 92% of the total market capitalization of the Russell 3000» Index. EÅective January 23, 2006, the Portfolio selected the New Blended Index for performance comparisons. The change to the New Blended Index was made because the New Blended Index is more representative of the Portfolio's investment strategy. The New Blended Index consists of 30% S&P 500» Index, 30% Russell 1000» Index and 40% Lehman Brothers U.S. Aggregate Index.

4

5

6

39

SunAmerica Series Trust

TECHNOLOGY PORTFOLIO

(Class 1)*

60%

50.84%

40

20

0

-2.59%

-0.38%

-20

-40

-47.63% -49.29% 2002 2003 2004 2005

-60

2001

During the period shown in the bar chart, the highest return for a quarter was 40.64% (quarter ended 12/31/01) and the lowest return for a quarter was ¿45.25% (quarter ended 03/31/01). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 4.20%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Technology Portfolio Class 1 Class 2 Class 3 Nasdaq» Composite Index2 Nasdaq-100» Index3 *

1 2

¿0.38% ¿17.22% ¿0.38% N/A ¿0.38% N/A 2.12% 1.90% ¿1.75% ¿6.62%

¿21.65% N/A N/A ¿9.27% ¿13.33%

N/A ¿9.29% N/A 2.44% ¿0.46%

N/A N/A 17.69% 22.16% 23.66%

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 1 is July 5, 2000; Class 2 is July 9, 2001; and Class 3 is September 30, 2002. The Nasdaq» Composite Index includes over 4,000 companies and measures all Nasdaq domestic and international based common type stocks on The Nasdaq Stock Market. The Nasdaq-100» Index represents the largest and most active non-Ñnancial domestic and international securities listed on the Nasdaq Stock Market, based on market value (capitalization).

3

SunAmerica Series Trust

40

TELECOM UTILITY PORTFOLIO

(Class 1)*

30%

25.73%

20

14.04%

18.75%

16.89%

10

1.78%

6.53%

0

-10

-9.00% -13.76%

-20

-23.77%

-30

1997 1998 1999 2000 2001 2002 2003 2004 2005

During the period shown in the bar chart, the highest return for a quarter was 15.95% (quarter ended 06/30/03) and the lowest return for a quarter was ¿18.24% (quarter ended 9/30/02). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 3.70%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Class 1 Since Inception1 Class 2 Since Inception1 Class 3 Since Inception1

Telecom Utility Portfolio Class 1 Class 2 Class 3 S&P 500» Index2 S&P Utility Index3 S&P Telecommunication Services Index4 Blended Index5 *

1 2

6.53% 6.39% 6.30% 4.91% 16.79%

¿0.56% N/A N/A 0.54% ¿2.27%

3.66% N/A N/A 8.43% 7.35% 1.36% 4.29%

N/A 0.24% N/A 2.64% ¿0.24% ¿7.18% ¿4.08%

N/A N/A 14.60% 13.96% 24.90% 7.56% 13.61%

¿5.34% ¿6.79% 2.17% ¿4.43%

3 4

5

Fees and expenses incurred at the contract level are not reflected in the bar chart or table. If these amounts were reflected, returns would be less than those shown. Inception date: Class 1 is June 3, 1996; Class 2 is July 9, 2001; and Class 3 is November 11, 2002. The S&P 500» Index tracks the performance of 500 stocks representing a sampling of the largest domestic stocks traded publicly in the United States. Because it is market-weighted, the index will reÖect changes in larger companies more heavily than those in smaller companies. The S&P Utility Index is presently comprised of 40 stocks from the electric and natural gas industries. The S&P Telecommunication Services Index (formerly, the S&P Communications Service Index) is comprised of the companies listed in the telecommunications sectors of the S&P 400», 500», and 600». Created in July of 1996, the S&P Telecommunication Services Index includes cellular and wireless service providers including pagers, long distance providers and the telephone group companies (local service providers). The Blended Index is comprised of 35% S&P Utility Index and 65% S&P Telecommunication Services Index on a market capitalization weighted basis. 41

SunAmerica Series Trust

WORLDWIDE HIGH INCOME PORTFOLIO

(Class 1)*

30% 25 20 15 10 5 0 -5 -10 -15 -20 -25

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 -17.07% -2.96% -3.20% -0.39% 15.54% 9.37% 7.35% 25.32% 19.31% 25.94%

During the period shown in the bar chart, the highest return for a quarter was 10.43% (quarter ended 06/30/97) and the lowest return for a quarter was ¿24.35% (quarter ended 09/30/98). As of the most recent calendar quarter ended 03/31/06, the year-to-date return was 2.24%.

Average Annual Total Returns (as of the calendar year ended December 31, 2005) Past One Year Past Five Years Past Ten Years Class 2 Since Inception1 Class 3 Since Inception1

Worldwide High Income Portfolio Class 1 Class 2 Class 3 First Boston High-Yield Bond Index2 J.P. Morgan EMBI Global Index3 Blended Index4 *

1

7.35% 7.08% 6.99% 2.26% 10.73% 6.44%

7.35% N/A N/A 9.83% 12.25% 11.12%

7.08% N/A N/A 7.14% 12.99% 10.25%

N/A 8.68% N/A 9.87% 12.68% 11.94%

N/A N/A 14.67% 13.61% 16.91% 15.10%

2

3

4

Fees and expenses incurred at the contract level are not reÖected in the bar chart or table. If these amounts were reÖected, returns would be less than those shown. Inception date: Class 2 is July 9, 2001 and Class 3 is November 11, 2002. The since inception returns for the comparative indices are as of the inception date month end. The First Boston High-Yield Bond Index is a trader-priced portfolio constructed to mirror the public high-yield debt market. Securities in the index are rated BB or lower. The J.P. Morgan EMBI Global Index is a market-weighted index composed of U.S. dollar denominated Brady Bonds, Eurobonds, traded loans and local market debt instruments issued by sovereign and quasi-sovereign entities. The Blended Index consists of 50% of First Boston High-Yield Bond Index and 50% of J.P. Morgan Emerging Markets Bond Index (EMBI) Global Index for index comparison purposes of the asset and country composition of the Portfolio. 42

SunAmerica Series Trust

EXPENSE SUMMARY

The table below describes the fees and expenses you may pay if you remain invested in each Portfolio. Each Portfolio's annual operating expenses do not reÖect the separate account fees charged in the Variable Contracts, as deÑned herein, in which the Portfolio is oÅered. Please see your Variable Contract prospectus for more details on the separate account fees.

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets)

Aggressive Growth Portfolio Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 0.71% 0.00% 0.08% 0.79% 0.71% 0.15% 0.08% 0.94% 0.71% 0.25% 0.08% 1.04% Alliance Growth Portfolio Class 1 Class 2 Class 3 0.61% 0.00% 0.05% 0.66% 0.61% 0.15% 0.05% 0.81% 0.61% 0.25% 0.05% 0.91% Blue Chip Growth Portfolio(2) Class 1 Class 2 Class 3 0.70% 0.00% 0.24% 0.94% 0.70% 0.15% 0.24% 1.09% 0.70% 0.25% 0.24% 1.19% Cash Management Portfolio Class 1 Class 2 Class 3 0.49% 0.00% 0.05% 0.54% 0.49% 0.15% 0.05% 0.69% 0.49% 0.25% 0.05% 0.79%

Corporate Bond Portfolio Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 0.55% 0.00% 0.07% 0.62% 0.55% 0.15% 0.07% 0.77% 0.55% 0.25% 0.07% 0.87%

Davis Venture Value Portfolio Class 1 Class 2 Class 3 0.71% 0.00% 0.05% 0.76% 0.71% 0.15% 0.05% 0.91% 0.71% 0.25% 0.05% 1.01%

""Dogs'' of Wall Street Portfolio Class 1 Class 2 Class 3 0.60% 0.00% 0.10% 0.70% 0.60% 0.15% 0.10% 0.85% 0.60% 0.25% 0.10% 0.95%

Emerging Markets Portfolio Class 1 Class 2 Class 3 1.20% 0.00% 0.31% 1.51% 1.20% 0.15% 0.31% 1.66% 1.20% 0.25% 0.33% 1.78%

Federated American Leaders Portfolio Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 0.69% 0.00% 0.07% 0.76% 0.69% 0.15% 0.07% 0.91% 0.69% 0.25% 0.07% 1.01%

Foreign Value Portfolio Class 1 Class 2 Class 3 N/A N/A N/A N/A 0.86% 0.15% 0.15% 1.16% 0.86% 0.25% 0.14% 1.25%

Global Bond Portfolio Class 1 Class 2 Class 3 0.68% 0.00% 0.15% 0.83% 0.68% 0.15% 0.15% 0.98% 0.68% 0.25% 0.15% 1.08%

Global Equities Portfolio Class 1 Class 2 Class 3 0.79% 0.00% 0.12% 0.91% 0.79% 0.15% 0.12% 1.06% 0.79% 0.25% 0.10% 1.14%

Goldman Sachs Research Portfolio(2)(3) Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 0.90% 0.00% 0.45% 1.35% 0.90% 0.15% 0.45% 1.50% 0.90% 0.25% 0.45% 1.60%

Growth-Income Portfolio Class 1 Class 2 Class 3 0.56% 0.00% 0.05% 0.61% 0.56% 0.15% 0.05% 0.76% 0.56% 0.25% 0.05% 0.86%

Growth Opportunities Portfolio(2) Class 1 Class 2 Class 3 0.75% 0.00% 0.27% 1.02% 0.75% 0.15% 0.27% 1.17% 0.75% 0.25% 0.27% 1.27%

High-Yield Bond Portfolio Class 1 Class 2 Class 3 0.62% 0.00% 0.12% 0.74% 0.62% 0.15% 0.12% 0.89% 0.62% 0.25% 0.12% 0.99%

International DiversiÑed Equities Portfolio Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 0.94% 0.00% 0.17% 1.11% 0.94% 0.15% 0.16% 1.25% 0.94% 0.25% 0.15% 1.34%

International Growth and Income Portfolio Class 1 Class 2 Class 3 0.93% 0.00% 0.17% 1.10% 0.93% 0.15% 0.17% 1.25% 0.93% 0.25% 0.16% 1.34%

Marsico Growth Portfolio Class 1 Class 2 Class 3 0.85% 0.00% 0.09% 0.94% 0.85% 0.15% 0.09% 1.09% 0.85% 0.25% 0.09% 1.19%

MFS Massachusetts Investors Trust Portfolio Class 1 Class 2 Class 3 0.70% 0.00% 0.08% 0.78% 0.70% 0.15% 0.08% 0.93% 0.70% 0.25% 0.08% 1.03%

MFS Mid-Cap Growth Portfolio Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 0.75% 0.00% 0.07% 0.82% 0.75% 0.15% 0.07% 0.97% 0.75% 0.25% 0.07% 1.07%

MFS Total Return Portfolio Class 1 Class 2 Class 3 0.65% 0.00% 0.06% 0.71% 0.65% 0.15% 0.06% 0.86% 0.65% 0.25% 0.06% 0.96%

Putnam Growth: Voyager Portfolio Class 1 Class 2 Class 3 0.83% 0.00% 0.12% 0.95% 0.83% 0.15% 0.12% 1.10% 0.83% 0.25% 0.13% 1.21%

Real Estate Portfolio Class 1 Class 2 Class 3 0.77% 0.00% 0.08% 0.85% 0.77% 0.15% 0.08% 1.00% 0.77% 0.25% 0.08% 1.10%

43

SunAmerica Series Trust

Small Company Value Portfolio(2) Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 1.00% 0.00% 0.82% 1.82% N/A N/A N/A N/A 1.00% 0.25% 0.78% 2.03%

Small & Mid Cap Value Portfolio Class 1 Class 2 Class 3 N/A N/A N/A N/A 0.98% 0.15% 0.08% 1.21% 0.98% 0.25% 0.08% 1.31%

SunAmerica Balanced Portfolio Class 1 Class 2 Class 3 0.63% 0.00% 0.10% 0.73% 0.63% 0.15% 0.10% 0.88% 0.63% 0.25% 0.10% 0.98%

Technology Portfolio Class 1 Class 2 Class 3 Management Fees Service (12b-1) Fees Other Expenses(1) Total Annual Portfolio Operating Expenses(1) 1.00% 0.00% 0.19% 1.19% 1.00% 0.15% 0.19% 1.34% 1.00% 0.25% 0.18% 1.43%

Telecom Utility Portfolio Class 1 Class 2 Class 3 0.75% 0.00% 0.16% 0.91% 0.75% 0.15% 0.16% 1.06% 0.75% 0.25% 0.15% 1.15%

Worldwide High Income Portfolio Class 1 Class 2 Class 3 0.80% 0.00% 0.17% 0.97% 0.80% 0.15% 0.17% 1.12% 0.80% 0.25% 0.17% 1.22%

(1) Through expense oÅset arrangements resulting from broker commission recapture, a portion of the Portfolio's other expenses have been reduced. For the year ended January 31, 2006, broker commission recapture amounts received by certain Portfolios were used to oÅset the Portfolio's other expenses. ""Other Expenses'' do not take into account these expense reductions and are therefore higher than the other expenses of the Portfolio. Had the expense reductions been taken into account, ""Total Annual Portfolio Operating Expenses'' for Class 1, Class 2 and Class 3 would have been as follows: Class 1 Aggressive Growth Portfolio Alliance Growth Portfolio Blue Chip Growth Portfolio Davis Venture Value Portfolio ""Dogs'' of Wall Street Portfolio* Emerging Markets Portfolio Federated American Leaders Portfolio Foreign Value Portfolio Global Equities Portfolio Goldman Sachs Research Portfolio Growth-Income Portfolio Growth Opportunities Portfolio International Growth and Income Portfolio Marsico Growth Portfolio MFS Massachusetts Investors Trust Portfolio MFS Mid-Cap Growth Portfolio MFS Total Return Portfolio Putnam Growth: Voyager Portfolio Real Estate Portfolio* Small & Mid Cap Value Portfolio SunAmerica Balanced Portfolio Technology Portfolio Telecom Utility Portfolio 0.74% 0.64% 0.80% 0.75% 0.70% 1.41% 0.71% N/A 0.89% 1.31% 0.60% 0.97% 1.07% 0.92% 0.77% 0.79% 0.70% 0.88% 0.85% N/A 0.71% 1.14% 0.88% Class 2 0.89% 0.79% 0.95% 0.90% 0.85% 1.56% 0.86% 1.15% 1.04% 1.46% 0.75% 1.12% 1.22% 1.07% 0.92% 0.94% 0.85% 1.03% 1.00% 1.18% 0.86% 1.30% 1.03% Class 3 0.99% 0.89% 1.05% 1.01%* 0.95% 1.69% 0.97% 1.24% 1.12% 1.56% 0.85% 1.22% 1.31% 1.17% 1.02% 1.04% 0.95% 1.14% 1.10% 1.28% 0.96% 1.39% 1.12%

* The amount by which brokerage commission recapture amounts reduced Portfolio expenses was less than 0.01%. (2) The Adviser is voluntarily waiving fees and/or reimbursing expenses so that the total net expense ratios for the following Portfolio classes do not exceed the amounts set forth below: Class 1 Blue Chip Growth Portfolio Goldman Sachs Research Portfolio Growth Opportunities Portfolio Small Company Value Portfolio 0.85% 1.35% 1.00% 1.60% Class 2 1.00% 1.50% 1.15% N/A Class 3 1.10% 1.60% 1.25% 1.85%

These waivers and reimbursements will continue indeÑnitely, but may be terminated at any time. (3) The voluntary waivers and/or reimbursements described in footnote (2) are subject to recoupment by the Adviser from the Portfolio within the following two years, provided that the Portfolio is able to eÅect such payment to the Adviser and maintain the foregoing voluntary expense limitations. For the Ñscal year ended January 31, 2006, the Portfolio paid an amount equal to 0.12% of the average daily net assets to the Adviser to eÅectuate this recoupment. The Portfolio's Total Annual Operating Expenses would have been lower if the Adviser did not recoup prior waivers and/or reimbursements. EÅective October 1, 2005, the Adviser agreed to voluntarily waive on an annual basis 0.05% of the Management Fees, which resulted in an eÅective waiver of 0.03% for the Ñscal year. Because this waiver is voluntary, it is not reÖected as a reduction of the Total Annual Portfolio Operating Expenses listed above. In addition, this additional waived amount will not be taken into account when determining the ability of the Adviser to recoup any previously waived or reimbursed expenses.

SunAmerica Series Trust

44

Example

This Example is intended to help you compare the cost of investing in a Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. This Example also assumes that your investment has a 5% return each year, reinvestment of all dividends and distributions, and that the Portfolio's operating expenses remain the same. The Example does not reÖect charges imposed by the Variable Contract. See the Variable Contract prospectus for information on such charges. Although your actual costs may be higher or lower, based on these assumptions and the expenses shown in the fee table, your costs would be:

1 Year 3 Year 5 Year 10 Year

Aggressive Growth Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Alliance Growth Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Blue Chip Growth Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Cash Management Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Corporate Bond Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Venture Value Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Federated American Leaders Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

$ 81 96 106 67 83 93 96 111 121 55 70 81 63 79 89 78 93 103 72 87 97 154 169 181 78 93 103

$ 252 300 331 211 259 290 300 347 378 173 221 252 199 246 278 243 290 322 224 271 303 477 523 560 243 290 322

$ 439 520 574 368 450 504 520 601 654 302 384 439 346 428 482 422 504 558 390 471 525 824 902 964 422 504 558

$ 978 1,155 1,271 822 1,002 1,120 1,155 1,329 1,443 677 859 978 774 954 1,073 942 1,120 1,236 871 1,049 1,166 1,802 1,965 2,095 942 1,120 1,236

45

SunAmerica Series Trust

1 Year

3 Year

5 Year

10 Year

Foreign Value Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Bond Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Equities Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Research Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth-Income Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Opportunities Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ High-Yield Bond Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International DiversiÑed Equities Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International Growth and Income Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Marsico Growth Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Massachusetts Investors Trust Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Mid-Cap Growth Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

SunAmerica Series Trust

N/A $ 118 127 85 100 110 93 108 116 137 153 168 62 78 88 104 119 129 76 91 101 113 127 136 112 127 136 96 111 121 80 95 105 84 99 109

N/A $ 368 397 265 312 343 290 337 362 428 474 520 195 243 274 325 372 403 237 284 315 353 397 425 350 397 425 300 347 378 249 296 328 262 309 340

N/A $ 638 686 460 542 595 504 585 628 739 818 897 340 422 477 563 644 697 411 493 547 612 686 734 606 686 734 520 601 654 433 515 569 455 536 590

N/A $1,409 1,511 1,025 1,201 1,317 1,120 1,294 1,386 1,624 1,791 1,955 762 942 1,061 1,248 1,420 1,534 918 1,096 1,213 1,352 1,511 1,613 1,340 1,511 1,613 1,155 1,329 1,443 966 1,143 1,259 1,014 1,190 1,306

46

1 Year

3 Year

5 Year

10 Year

MFS Total Return Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam Growth: Voyager Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Real Estate Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small Company Value Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small & Mid Cap Value Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Balanced Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Technology Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Telecom Utility Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Worldwide High Income Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

*

$ 73 88 98 97 112 123 87 102 112 185 N/A 206 N/A 123 133 75 90 100 121 136 146 93 108 117 99 114 124

$ 227 274 306 303 350 384 271 318 350 573 N/A 637 N/A 384 415 233 281 312 378 425 452 290 337 365 309 356 387

$ 395 477 531 525 606 665 471 552 606 985 N/A 1,093 N/A 665 718 406 488 542 654 734 782 504 585 633 536 617 670

$ 883 1,061 1,178 1,166 1,340 1,466 1,049 1,225 1,340 2,137 N/A 2,358 N/A 1,466 1,579 906 1,084 1,201 1,443 1,613 1,713 1,120 1,294 1,398 1,190 1,363 1,477

The Example does not take into account voluntary fee waivers and/or expense reimbursements by the Adviser and expense reductions resulting from brokerage commission recapture amounts. The fee waivers and/or expense reimbursements will continue indeÑnitely, but may be terminated at any time.

47

SunAmerica Series Trust

The following are your costs after these fee waivers and/or expense reimbursements and expense reductions.

1 Year 3 Years 5 Years 10 Years

Aggressive Growth Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Alliance Growth Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Blue Chip Growth Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Venture Value Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares)* ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Federated American Leaders Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Foreign Value Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Equities Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Research Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth-Income Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Opportunities Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International Growth and Income Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

$ 76 91 101 65 81 91 82 97 107 77 92 103 72 87 97 144 159 172 73 88 99 N/A 117 126 91 106 114 133 149 159 61 77 87 99 114 124 109 124 133

$ 237 284 315 205 252 284 255 303 334 240 287 322 224 271 303 446 493 533 227 274 309 N/A 365 393 284 331 356 415 462 493 192 240 271 309 356 387 340 387 415

$ 411 493 547 357 439 493 444 525 579 417 498 558 390 471 525 771 850 918 395 477 536 N/A 633 681 493 574 617 718 797 850 335 417 471 536 617 670 590 670 718

$ 918 1,096 1,213 798 978 1,096 990 1,166 1,283 930 1,108 1,236 871 1,049 1,166 1,691 1,856 1,998 883 1,061 1,190 N/A 1,398 1,500 1,096 1,271 1,363 1,579 1,746 1,856 750 930 1,049 1,190 1,363 1,477 1,306 1,477 1,579

SunAmerica Series Trust

48

1 Year

3 Years

5 Years

10 Years

Marisco Growth Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Massachusetts Investors Trust Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Mid-Cap Growth Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Total Return Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam Growth: Voyager Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Real Estate Portfolio* (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small Company Value Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small & Mid Cap Value Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Balanced Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Technology Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Telecom Utility Portfolio (Class 1 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 2 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Class 3 shares) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

*

$ 94 109 119 79 94 104 81 96 106 72 87 97 90 105 116 87 102 112 163 N/A 188 N/A 120 130 73 88 98 116 132 142 90 105 114

$ 293 340 372 246 293 325 252 300 331 224 271 303 281 328 362 271 318 350 505 N/A 582 N/A 375 406 227 274 306 362 412 440 281 328 356

$ 509 590 644 428 509 563 439 520 574 390 471 525 488 569 628 471 552 606 871 N/A 1,001 N/A 649 702 395 477 531 628 713 761 488 569 617

$1,131 1,306 1,420 954 1,131 1,248 978 1,155 1,271 871 1,049 1,166 1,084 1,259 1,386 1,049 1,225 1,340 1,900 N/A 2,169 N/A 1,432 1,545 883 1,061 1,178 1,386 1,568 1,669 1,084 1,259 1,363

The amount of the voluntary fee waiver and/or expense reimbursements by the Adviser and expense reductions resulting from brokerage commission recapture amounts was less than 0.01%.

49

SunAmerica Series Trust

ACCOUNT INFORMATION

Shares of the Portfolios are not oÅered directly to the public. Instead, shares are currently issued and redeemed only in connection with investments in and payments under variable annuity contracts and variable life insurance policies (""Variable Contracts'') oÅered by life insurance companies aÇliated with AIG SunAmerica Asset Management Corp. (""AIG SAAMCo'' or the ""Adviser''), the Trust's investment adviser and manager. The term ""Manager'' as used in this Prospectus means either AIG SAAMCo or other registered investment advisers that serve as subadvisers to the Trust, as the case may be. All shares of the Trust are owned by ""Separate Accounts'' of the life insurance companies. If you would like to invest in a Portfolio, you must purchase a Variable Contract from one of the life insurance companies. The Trust oÅers these classes of shares: Class 1, Class 2 and Class 3 shares. This Prospectus oÅers all three classes of shares. Certain classes of shares are oÅered only to existing contract owners and are not available to new investors. In addition, not all Portfolios are available to all contract owners. You should be aware that the Variable Contracts involve fees and expenses that are not described in this prospectus, and that the contracts also may involve certain restrictions and limitations. You will Ñnd information about purchasing a Variable Contract and the Portfolios available to you in the prospectus that oÅers the contracts, which accompanies this Prospectus. The Trust does not foresee a disadvantage to contract owners arising out of the fact that the Trust oÅers its shares for Variable Contracts through the various life insurance companies. Nevertheless, the Trust's Board of Trustees intends to monitor events in order to identify any material irreconcilable conÖicts that may possibly arise and to determine what action, if any, should be taken in response. If such a conÖict were to occur, one or more insurance company separate accounts might withdraw their investments in the Trust. This might force the Trust to sell portfolio securities at disadvantageous prices.

Service (12b-1) Plan

Class 2 and Class 3 shares of each Portfolio are subject to a Rule 12b-1 plan that provides for service fees payable at the annual rate of up to 0.15% and 0.25%, respectively, of the average daily net assets of such class of shares. The service fees will be used to compensate the life insurance companies for costs associated with the servicing of either Class 2 or Class 3 shares, including the cost of reimbursing the life insurance companies for expenditures made to Ñnancial intermediaries for providing service to contract holders who are the indirect beneÑcial owners of the Portfolios' Class 2 or Class 3 shares. Because these fees are paid out of each Portfolio's Class 2 or Class 3 assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Transaction Policies

Valuation of shares. The net asset value per share (""NAV'') for each Portfolio and class is determined each business day at the close of regular trading on the New York Stock Exchange (generally 4:00 p.m., Eastern time) by dividing the net assets of each class by the number of such class's outstanding shares. The NAV for each Portfolio also may be calculated on any other day in which there is suÇcient liquidity in the securities held by the Portfolio. As a result, the value of the Portfolio's shares may change on days when you will not be able to purchase or redeem your shares. Investments for which market quotations are readily available are valued at their market price as of the close of regular trading on the New York Stock Exchange for the day, unless, in accordance with pricing procedures approved by the Trust's Board, the market quotations are determined to be unreliable. Securities and other assets for which market quotations are unavailable or unreliable are valued at fair value in accordance with pricing procedures approved by the Board. As of the close of regular trading on the New York Stock Exchange, securities traded primarily on security exchanges outside the United States are valued at the market price at the close of such exchanges on the

SunAmerica Series Trust

50

day of valuation. If a security's price is available from more than one exchange, a Portfolio uses the exchange that is the primary market for the security. However, depending on the foreign market, closing prices may be up to 15 hours old when they are used to price the Portfolio's shares, and the Portfolio may determine that certain closing prices are unreliable. This determination will be based on review of a number of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. If the Portfolio determines that closing prices do not reÖect the fair value of the securities, the Portfolio will adjust the previous closing prices in accordance with pricing procedures approved by the Board to reÖect what it believes to be the fair value of the securities as of the close of regular trading on the New York Stock Exchange. A Portfolio may also fair value securities in other situations, for example, when a particular foreign market is closed but the Portfolio is open. The Trust uses an outside pricing service to provide it with closing market prices and information used for adjusting those prices. Because Class 2 and Class 3 shares are subject to service fees, while Class 1 shares are not, the net asset value per share of the Class 2 or Class 3 shares will generally be lower than the net asset value per share of the Class 1 shares of each Portfolio. Certain of the Portfolios may invest to a large extent in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Trust does not price its shares. As a result, the value of these Portfolios' shares may change on days when the Trust is not open for purchases or redemptions. Buy and sell prices. The Separate Accounts buy and sell shares of a Portfolio at NAV, without any sales or other charges. However, as discussed above, Class 2 and Class 3 shares are subject to service fees pursuant to a Rule 12b-1 plan. Execution of requests. The Trust is open on those days when the New York Stock Exchange is open for regular trading. Buy and sell requests are executed at the next NAV to be calculated after the request is accepted by the Trust. If the order is received by the Trust, or the insurance company as its authorized agent, before the Trust's close of business (generally 4:00 p.m., Eastern time), the order will receive that day's closing price. If the order is received after that time, it will receive the next business day's closing price. During periods of extreme volatility or market crisis, a Portfolio may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to seven business days or longer, as allowed by federal securities laws.

Frequent Purchases and Redemptions of Shares

The Portfolios, which are oÅered only through Variable Contracts, are intended for long-term investment and not as frequent short-term trading (""market timing'') vehicles. Accordingly, organizations or individuals that use market timing investment strategies and make frequent transfers or redemptions should not acquire Variable Contracts that relate to shares of the Portfolios. The Board of Trustees has adopted policies and procedures with respect to market timing activity as discussed below. The Trust believes that market timing activity is not in the best interest of its Portfolios' performance or their participants. Market timing can disrupt the ability of a Manager to invest assets in an orderly, longterm manner, which may have an adverse impact on the performance of the Portfolios. In addition, market timing may increase a Portfolio's expenses through: increased brokerage, transaction and administrative costs; forced and unplanned portfolio turnover; and large asset swings that decrease a Portfolio's ability to provide maximum investment return to all participants. This in turn can have an adverse eÅect on Portfolio performance. Since certain Portfolios invest signiÑcantly in foreign securities and/or high yield Ñxed income securities (""junk bonds''), they may be particularly vulnerable to market timing. For a description of those Portfolios investing signiÑcantly in junk bonds or foreign securities, see page 8 and 9 of the Prospectus, respectively. 51

SunAmerica Series Trust

Market timing in Portfolios investing signiÑcantly in foreign securities may occur because of time zone diÅerences between the foreign markets on which a Portfolio's international portfolio securities trade and the time as of which the Portfolio's net asset value is calculated. Market timing in Portfolios investing signiÑcantly in junk bonds may occur if market prices are not readily available for a Portfolio's junk bond holdings. Market timers may purchase shares of a Portfolio based on events occurring after foreign market closing prices are established but before calculation of the Portfolio's net asset value, or if they believe market prices for junk bonds are not accurately reÖected by a Portfolio. One of the objectives of the Trust's fair value pricing procedures is to minimize the possibilities of this type of market timing (see ""Transaction Policies Ì Valuation of Shares''). Shares of the Portfolios are generally held through insurance company separate accounts. The ability of the Trust to monitor transfers made by the participants in separate accounts maintained by Ñnancial intermediaries is limited by the institutional nature of these omnibus accounts. The Board's policy is that the Portfolios must rely on the insurance company separate account to both monitor market timing within a Portfolio and attempt to prevent it through their own policies and procedures. In situations in which the Trust becomes aware of possible market timing activity, it will notify the insurance company separate account in order to help facilitate the enforcement of such entity's market timing policies and procedures. There is no guarantee that the Trust will be able to detect market timing activity or the participants engaged in such activity, or, if it is detected, to prevent its recurrence. Whether or not the Trust detects it, if market timing activity occurs, then you should anticipate that you will be subject to the disruptions and increased expenses discussed above. The Trust reserves the right, in its sole discretion and without prior notice, to reject or refuse purchase orders received from insurance company separate accounts, whether directly or by transfer, including orders that have been accepted by a Ñnancial intermediary, that the Trust determines not to be in the best interest of the Portfolios. Such rejections or refusals will be applied uniformly without exception. Please review your Variable Contract prospectus for more information regarding the insurance company's market timing policies and procedures, including any restrictions or limitations that the insurance company separate account may impose with respect to trades made through a Variable Contract. Please refer to the documents pertaining to your Variable Contract prospectus on how to direct investments in or redemptions from (including making transfers into or out of) the Portfolios and any fees that may apply.

Portfolio Holdings

The Trust's policies and procedures with respect to the disclosure of the Portfolios' securities are described in the Statement of Additional Information.

Dividend Policies and Taxes

Distributions. Each Portfolio reserves the right to declare and pay dividends less frequently than as disclosed above, provided that the net realized capital gains and net investment income, if any, are paid at least annually. Distribution Reinvestment. The dividends and distributions will be reinvested automatically in additional shares of the same Portfolio on which they were paid. The per share dividends on Class 2 and Class 3 shares will generally be lower than the per share dividends on Class 1 shares of the same Portfolio as a result of the fact that Class 2 and Class 3 shares are subject to service fees, while Class 1 shares are not. Taxability of a Portfolio. Each Portfolio intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended. As long as each Portfolio is qualiÑed as a regulated investment company, it will not be subject to federal income tax on the earnings that it distributes to its shareholders.

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ADDITIONAL INFORMATION ABOUT THE ""DOGS'' OF WALL STREET AND GOLDMAN SACHS RESEARCH PORTFOLIOS

Investment Strategy for the ""Dogs'' of Wall Street Portfolio

The ""Dogs'' of Wall Street Portfolio employs a passively managed ""buy and hold'' strategy that quarterly selects the following 30 stocks: (1) the 10 highest yielding common stocks in the Dow Jones Industrial Average and (2) the 20 other highest yielding stocks of the 400 largest industrial companies in the U.S. markets that have capitalizations of at least $1 billion and have received one of the two highest rankings from an independently published common stock ranking service on the basis of growth and stability of earnings and dividends. The stocks in the Portfolio will not change over the course of each quarter, even if there are adverse developments concerning a particular stock, an industry, the economy or the stock market generally. The quarterly selection of the thirty stocks that meet these criteria will take place no later than 15 days after the end of each quarter. Immediately after the Portfolio buys and sells stocks, it will hold an equal value of each of the thirty stocks. In other words, the Portfolio will invest 1/30 of its assets in each of the stocks that make up its portfolio. Thereafter, when an investor purchases shares of the Portfolio, the Adviser invests the additional funds in the selected stocks based on each stock's respective percentage of the Portfolio's assets. Due to purchases and redemptions of Portfolio shares during the year and changes in the market value of the stocks held by the Portfolio, it is likely that the weightings of the stocks in the Portfolio will Öuctuate throughout the course of the year. This may result in the Portfolio investing more than 25% of its assets in the securities of issuers in the same industry, to the extent such investments are selected according to the Portfolio's stock selection criteria.

Investment Strategy for the Goldman Sachs Research Portfolio

The Goldman Sachs Research Portfolio will invest, under normal circumstances, at least 80% of its net assets in equity investments selected for their potential to achieve capital appreciation over the long term. The Portfolio seeks to achieve its investment objective by investing, under normal circumstances, in approximately 40-50 companies that are considered by its Subadviser to be positioned for long-term growth or are positioned as value opportunities which, in the Subadviser's view, have identiÑable competitive advantages and whose intrinsic value is not reÖected in the stock price. The Portfolio may invest in securities of any capitalization. Although the Portfolio will invest primarily in publicly traded U.S. securities (including securities of foreign issuers that are traded in the United States), it may invest up to 20% of its net assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies. A committee of portfolio managers representing the Subadviser's Value and Growth investment teams will meet regularly to discuss stock selection and portfolio construction for the Portfolio. The Subadviser will rely on research generated by the portfolio managers/analysts that comprise the Subadviser's Value and Growth Investment teams. The Portfolio may invest in the aggregate up to 20% of its net assets in Ñxed income securities, such as government, corporate and bank debt obligations.

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MORE INFORMATION ABOUT THE PORTFOLIOS

Investment Strategies

Each Portfolio has its own investment goal and principal investment strategy for pursuing it as described in the charts beginning on page 4. The charts below summarize information about each Portfolio's investments. We have included a glossary to deÑne the investment and risk terminology used in the charts and throughout this Prospectus. Unless otherwise indicated, investment restrictions, including percentage limitations, apply at the time of purchase under normal market conditions. You should consider your ability to assume the risks involved before investing in a Portfolio through one of the Variable Contracts. Fixed Income Portfolios

Cash Management What are the Portfolio's principal investments? , Fixed income securities: - U.S. treasury bills - agency discount notes - corporate debt instruments , Short-term investments - commercial paper - repurchase agreements - bank obligations Corporate Bond , Fixed income securities (at least 80%): - corporate bonds - investment grade securities - junk bonds (up to 35%) Global Bond , Fixed income securities (at least 80%): - U.S. and nonU.S. government securities - investment grade corporate bonds - mortgage and asset-backed securities , Short-term investments , Currency transactions , Foreign securities , Options and futures , Forward commitments , InÖation swaps , Mortgage and currency swaps , Credit, interest rate and total return swaps , Hybrid instruments , Deferred interest bonds , Inverse Öoaters , Illiquid securities (up to 15%) , Pass-through securities , Borrowing for temporary or emergency purposes (up to 33%) High-Yield Bond , Fixed income securities (at least 80%): - junk bonds - convertible bonds - preferred stocks - zero coupon and deferred interest bonds Worldwide High Income , Fixed income securities (at least 80%): - junk bonds (up to 100%) - emerging market government securities - emerging market corporate debt instruments - Eurobonds - Brady bonds

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

N/A

, Fixed income securities: - preferred stocks - zero coupon, deferred interest and PIK bonds (up to 35%) - U.S. government securities , Foreign securities , When-issued and delayed delivery transactions , Illiquid securities (up to 15%) , Pass-through securities , Convertible securities

, Equity securities: - convertible securities - warrants , Fixed income securities: - U.S. government securities - investment grade bonds - PIK bonds , Foreign securities , Short-term investments

, Fixed income securities - U.S. and non-U.S. government securities - investment grade corporate bonds , Currency transactions , Illiquid securities (up to 15%) , Borrowing for temporary or emergency purposes (up to 331/3%)

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Fixed Income Portfolios

Cash Management What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return? , Short-term investments Ó municipal obligations Corporate Bond , Short-term investments , Defensive investments , Options and futures (up to 10%) , Borrowing for temporary or emergency purposes (up to 33%) , Securities lending (up to 33%) , Currency transactions , Currency swaps , Credit swaps , Interest rate swaps, caps, Öoors and collars , Total return swaps , Hybrid instruments , Credit quality , Convertible Securities Risk , Currency volatility , Derivatives , Foreign exposure , Illiquidity , Interest rate Öuctuations , Market volatility , Securities selection , Small and medium sized companies Global Bond , Mortgage dollar rolls , Zero coupon, deferred interest and PIK bonds , Firm commitments and when-issued or delayed Ì delivery transactions , Forward commitments , Loan participations and assignments , Securities lending (up to 331/3%) , Interest rate swaps, caps and collars High-Yield Bond , Borrowing for temporary or emergency purposes (up to 33%) , Illiquid securities (up to 15%) , Loan participations and assignments , Short sales Worldwide High Income , Hybrid instruments , Options and Futures , Forward commitments

What additional risks normally aÅect the Portfolio?

, Interest rate Öuctuations , Securities selection

, Credit quality , Currency volatility , Derivatives , Emerging markets , Foreign exposure , Hedging , Illiquidity , Interest rate Öuctuations , Market volatility , Non-diversiÑed status , Prepayment , Securities selection

, Active trading , Convertible securities risk , Credit quality , Illiquidity , Interest rate Öuctuations , Market volatility , Securities selection , Short sales risks

, Active trading , Credit quality , Currency volatility , Derivatives , Emerging markets , Foreign exposure , Illiquidity , Interest rate Öuctuations , Market volatility , Non-diversiÑed status , Securities selection

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Balanced or Asset Allocation Portfolios

MFS Total Return What are the Portfolio's principal investments? , Equity securities (at least 40%, but not more than 75%): - common stocks - preferred stocks - convertible securities - rights , Fixed income securities (at least 25%): - non-convertible debt securities - U.S. government securities - pass-through securities - corporate debt instruments - preferred stocks , Foreign securities (up to 20%): - Brady bonds - depositary receipts - Ñxed income securities (U.S. dollar denominated) , Junk bonds (up to 10%) , Securities lending (up to 33%) , Emerging markets SunAmerica Balanced , Equity securities: - common stocks , Fixed income securities (at least 25%): - U.S. government securities - corporate debt instruments

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

, Equity securities: - small-cap stocks (up to 20%) , Short-term investments , Defensive investments , Foreign securities , Illiquid securities (up to 15%) , Junk bonds (up to 15%) , Asset-backed securities , Mortgage-backed securities , TBA mortgage-backed securities , Commercial mortgage-backed securities , Forward commitments to purchase or sell short mortgage-backed and TBA mortgagebacked securities (may sell short up to 15% in mortgage-backed and TBA mortgagebacked securities) , Non-convertible preferred securities , Mortgage dollar roll transactions , Options and futures , Currency transactions , Borrowing for temporary or emergency purposes (up to 33%) , Securities lending (up to 33%)

What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, , , , , , , , , , , , , , , ,

Municipal securities Warrants Zero-coupon, deferred interest and PIK bonds When-issued and delayed-delivery transactions Hybrid instruments Inverse Öoaters Options and futures Currency transactions Forward commitments Registered investment companies Short-term investments - repurchase agreements Loan participations Equity swaps Roll transactions Short sales Variable and Öoating rate obligations Credit quality Emerging markets Foreign exposure Interest rate Öuctuations Market volatility Prepayment Securities selection Convertible securities

What additional risks normally aÅect the Portfolio?

, , , , , , , ,

, , , , , , , , , ,

Active trading Credit quality Currency volatility Derivatives Foreign exposure Hedging Illiquidity Interest rate Öuctuations Market volatility Small sized companies

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Equity Portfolios

Aggressive Growth What are the Portfolio's principal investments? , Equity securities: - small-cap stocks - mid-cap stocks - convertible securities - warrants , Defensive investments , Equity securities: - large-cap stocks Alliance Growth , Equity securities: - large-cap stocks Blue Chip Growth , Equity securities (at least 80%): - large-cap stocks Davis Venture Value , Equity securities: - large-cap stocks ""Dogs'' of Wall Street , Equity securities: - large-cap stocks

What other types of investments or strategies may the Portfolio use to a signiÑcant extent? What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, Foreign securities (up to 25%)

, Equity securities - small-cap stocks - mid-cap stocks , Foreign securities , Short-term investments (up to 10%) , Defensive instruments , Options and futures , Borrowing for temporary or emergency purposes (up to 331/3%) , Securities lending (up to 331/3%) , , , , , , , , Active trading Derivatives Foreign exposure Growth stocks Hedging Large cap companies Market volatility Securities selection

, Equity securities: - mid-cap stocks , Foreign securities

N/A

, Borrowing for temporary or emergency purposes (up to 331/3%) , Options and futures , Illiquid securities (up to 15%) , Short-term investments , IPOs

, Short-term investments , Defensive investments , Borrowing for temporary or emergency purposes (up to 33%) , Options and futures

, Short-term investments , Defensive investments , U.S. government securities

, Short-term investments , Defensive investments , Borrowing for temporary or emergency purposes (up to 33%) , Options and futures

What additional risks normally aÅect the Portfolio?

, Active trading , Convertible securities risk , Derivatives , Growth stocks , Hedging , Illiquidity , IPO investing , Market volatility , Securities selection , Small and medium sized companies , Technology sector

, , , , , , ,

Active trading Derivatives Foreign exposure Growth stocks Large cap companies Market volatility Securities selection

, Financial institutions sector , Foreign exposure , Large cap companies , Market volatility , Medium sized companies , Securities selection

, , , , ,

Derivatives Large cap companies Market volatility Non-diversiÑed status Passively managed strategy , Securities selection

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Equity Portfolios

Federated American Lenders What are the Portfolio's principal investments? , Equity securities: - large-cap stocks Goldman Sachs Research , Equity securities (at least 80%): - common stocks - warrants - rights - convertible securities , Equity swaps (up to 15%) , Fixed income securities: - preferred stocks , , , , , Small-cap stocks Currency transactions Futures Foreign securities (up to 20%): - emerging markets Hybrid instruments (up to 15%): - structured securities - SPDRs (up to 10%) Registered investment companies (up to 10% including ETFs) REITs Fixed income securities: - U.S. government securities - corporate debt instruments - junk bonds (up to 10%) Short-term investments Options Currency transactions Forward commitments When-issued and delayed delivery Borrowing for temporary or emergency purposes (up to 331/3%) Short sales (up to 25% and only ""against the box'') Securities lending (up to 331/3%) Repurchase agreements Custodial receipts and trust certiÑcates Convertible securities risk Credit quality Currency volatility Derivatives Emerging markets Foreign exposure Growth stocks Interest rate Öuctuation Market volatility Real estate industry Securities selection Short sale risks Small companies Unseasoned companies Growth-Income , Equity securities: - large-cap stocks - mid-cap stocks

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

, Equity securities: - mid-cap stocks , Foreign securities: - ADRs

, Foreign securities (up to 25%)

, , ,

, What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return? , , , , Short-term investments Defensive investments Options and futures Borrowing for temporary or emergency purposes (up to 33%) , Securities lending (up to 33%) , , , , , , , , , What additional risks normally aÅect the Portfolio? , , , , Derivatives Large cap companies Market volatility Securities selection , , , , , , , , , , , , , ,

, Short-term investments , Defensive investments , Borrowing for temporary or emergency purposes (up to 33%) , Options and futures

, , , , , , , ,

Active trading Derivatives Foreign exposure Growth stocks Large cap companies Market volatility Medium sized companies Securities selection

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Equity Portfolios

Growth Opportunities What are the Portfolio's principal investments? , Equity securities: - small-cap stocks Marsico Growth , Equity securities (at least 65%): - large-cap stocks MFS Massachusetts Investors Trust , Equity securities (at least 65%): - common stocks - preferred stocks - convertible securities , Fixed income securities: - corporate securities - U.S. government securities , Foreign securities: - depositary receipts , Foreign securities (up to 20%): - emerging markets , Securities lending (up to 33%) MFS Mid-Cap Growth , Equity securities (at least 80%): - common stocks - preferred stocks - mid-cap stocks - convertible securities , Fixed income securities: - corporate securities , Foreign securities (up to 20%): - emerging markets , Junk bonds (up to 10%) Putnam Growth: Voyager , Equity securities: - common stock

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

, Equity securities: - common stocks - preferred stocks - convertible securities - rights and warrants , Foreign securities - emerging markets (up to 25%)

, Foreign securities (up to 25%) , Fixed income securities: - U.S. government securities - preferred stocks - junk bonds (up to 10%) - investment grade securities - zero-coupon, deferred interest and PIK bonds , Equity securities: - convertible securities - warrants , Forward commitment agreements , When-issued and delayed-delivery transactions , Short-term investments , Defensive instruments , Options and futures , Borrowing for temporary or emergency purposes (up to 331/3%) , Illiquid securities (up to 15%) , Currency transactions , IPOs

, Foreign securities (up to 20%) , Fixed income securities (up to 20%): - investment grade securities - junk bonds

What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, Short-term investments , Defensive investments , Special situations , IPOs , Illiquid securities (up to 15%) , Derivatives - put and call options (U.S. and NonU.S. exchanges) - options and futures - forward commitments - swaps , Currency transactions , REITs (up to 10%)

, Warrants and rights , When issued and delayed-delivery transactions , Futures , Currency transactions , Forward commitments , Registered investment companies , Short-term investments: - repurchase agreements , Fixed income securities: - corporate debt instruments - U.S. government securities - zero coupon, deferred interest and PIK bonds , Roll transactions , Variable and Öoating rate obligations

, Equity securities: - warrants and rights , Fixed income securities: - U.S. government securities - zero-coupon, deferred interest and PIK bonds - variable and Öoating rate obligations , Short sales , When issued and delayed-delivery transactions , Options and futures , Currency transactions , Forward commitments , Registered investment companies , Securities lending (up to 331/3%)

, Short-term investments , Currency transactions , Defensive investments , Borrowing for temporary or emergency purposes , Options and futures , Warrants , Hybrid instruments , IPOs , Convertible securities , Foreign securities - emerging markets

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Equity Portfolios

Growth Opportunities What additional risks normally aÅect the Portfolio? , Active trading , Convertible securities risk , Currency volatility , Derivatives , Foreign exposure , Growth stocks , Hedging , Illiquidity , IPO investing , Market volatility , Real estate industry , Sector risk , Securities selection , Small and medium sized companies , Technology sector Marsico Growth , Active trading , Convertible securities risk , Derivatives , Emerging markets , Foreign exposure , Growth stocks , Illiquidity , IPO investing , Large cap companies , Market volatility , Non-diversiÑed status , Securities selection MFS Massachusetts Investors Trust , Convertible securities risk , Credit quality , Emerging markets , Foreign exposure , Growth stocks , Interest rate Öuctuation , Large cap companies , Market volatility , Securities selection MFS Mid-Cap Growth , Convertible securities risk , Credit quality , Emerging markets , Foreign exposure , Growth stocks , Market volatility , Medium sized companies , Securities selection , Short sale risks Putnam Growth: Voyager , Convertible securities risk , Credit quality , Currency volatility , Derivatives , Emerging markets , Foreign exposure , Growth stocks , Hedging , IPO investing , Market volatility , Securities selection , Small sized companies

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Equity Portfolios

Real Estate What are the Portfolio's principal investments? , Equity securities: - mid-cap stocks - small-cap stocks , Fixed income securities: - preferred stocks , REITs , Foreign securities , Equity securities: - convertible securities , Fixed income securities: - corporate bonds Small & Mid Cap Value , Equity securities (at least 80%): - small-cap stocks - mid-cap stocks Small Company Value , Equity securities: - small-cap stocks (at least 80%) Technology , Equity securities: - common stocks - technology companies (at least 80%), which may include certain science companies , Foreign securities: - emerging markets Telecom Utility , Equity securities: - common stocks - convertible securities , REITs

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

, Equity securities: - convertible securities (up to 20%) - rights and warrants (up to 10%) , Foreign securities (up to 15%) , Illiquid securities (up to 15%) , Derivatives: - put and call options (U.S. and non-U.S. exchanges) - options and futures - forward commitments - swaps , Short sales , Currency swaps , Forward currency exchange contracts , Repurchase agreements , Borrowing for temporary or emergency purposes (up to 331/3%) , Securities lending (up to 331/3%) , Short-term investments

, Fixed income securities: - U.S. government securities - corporate debt instruments , Equity securities: - preferred stocks , Foreign securities (up to 25%) , Short-term investments , Defensive investments , Borrowing for temporary or emergency purposes (up to 33%) , Securities lending (up to 33%) , Illiquid securities (up to 15%) , Forward commitments , Registered investment companies , Firm commitments , When issued and delayed-delivery transactions , REITs , Equity securities: - convertible securities - warrants - rights , Convertible securities risk , Foreign exposure , Illiquidity , Interest rate Öuctuations , Market volatility , Securities selection , Small sized companies

, Fixed income securities: - corporate bonds - investment grade Ñxed income securities - preferred stocks

What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, Short-term investments , Defensive investments , U.S. government securities

, Equity securities: - warrants and rights , Illiquid securities (up to 15%) , Options and futures , IPOs

, Short-term investments , Defensive investments , Options and futures , Borrowing for temporary or emergency purposes (up to 33%) , Securities lending (up to 33%) , Hybrid instruments

What additional risks normally aÅect the Portfolio?

, Convertible securities risk , Foreign exposure , Interest rate Öuctuations , Market volatility , Real estate industry , Securities selection , Small and medium sized companies

, Convertible securities risk , Credit quality , Currency volatility , Derivatives , Foreign exposure , Hedging , Illiquidity , Market volatility , Sector risk , Securities selection , Short sale risks , Small and medium sized companies , Technology sector

, , , , , , , , , , ,

Active trading Derivatives Emerging markets Foreign exposure Growth stocks Hedging Illiquidity IPO investing Market volatility Securities selection Small and medium sized companies , Technology sector

, Active trading , Convertible securities risk , Derivatives , Market volatility , Real estate industry , Securities selection , Utility industry

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International Portfolios

Emerging Markets What are the Portfolio's principal investments? , Equity securities: - small-cap stocks - mid-cap stocks , Foreign securities: - emerging markets (at least 80%) Foreign Value , Foreign securities (at least 80%): - emerging markets (up to 25%) - ADRs, EDRs and GDRs - foreign debt securities (up to 25%) , Equity securities , Unlisted foreign securities (up to 15%) , Securities with limited trading market (up to 10%) , Derivatives , Illiquid securities (up to 15%) Global Equities , Equity securities (at least 80%): - large-cap stocks - mid-cap stocks - small-cap stocks , Foreign securities International DiversiÑed Equities , Equity securities (at least 80%) , Foreign securities International Growth and Income , Equity securities: - large-cap stocks (foreign) , Foreign securities

What other types of investments or strategies may the Portfolio use to a signiÑcant extent?

, Hybrid instruments , Equity swaps , Options and futures

, Foreign securities: - emerging markets

, Equity securities: - convertible securities - warrants - rights , Futures , Foreign securities: - emerging markets

, Equity securities: - mid-cap stocks (foreign) , Foreign securities: - emerging markets , Fixed income securities (up to 20%): - investment grade securities - junk bonds (up to 20%) , Equity securities: - small-cap stocks (foreign) - large-cap stocks (U.S.) , Currency transactions , Short-term investments , Hybrid instruments , Equity swaps , IPOs

What other types of investments may the Portfolio use as part of eÇcient portfolio management or to enhance return?

, Illiquid securities (up to 15%) , Borrowing for temporary or emergency purposes (up to 331/3%) , Currency transactions , Short term investments , IPOs , Fixed income securities: - junk bonds (up to 5%)

, Short-term investments , Fixed income securities: - U.S. and foreign companies - U.S. and foreign governments , Borrowing for temporary or emergency purposes (up to 331/3%)

, Short-term investments , Currency transactions , Defensive investments , Borrowing for temporary or emergency purposes (up to 331/3%) , Options and futures

, Short-term investments , Defensive investments , Currency transactions , Illiquid securities (up to 15%) , Options and futures (including options on indices - up to 15%) , Forward commitments , Registered investment companies , ETFs , Firm commitment agreements , Securities lending (up to 331/3%) , Active trading , Convertible securities risk , Currency volatility , Derivatives , Emerging markets , Foreign exposure , Growth stocks , Hedging , Illiquidity , Market volatility , Sector risk , Securities selection

What additional risks normally aÅect the Portfolio?

, , , , , , , , , , ,

Active trading Currency volatility Derivatives Emerging markets Foreign exposure Growth stocks Illiquidity IPO investing Market volatility Securities selection Small and medium sized companies

, , , , , , , , , , , , ,

Credit quality Currency volatility Derivatives Emerging markets Financial institutions sector Foreign exposure Hedging Illiquidity Interest rate Öuctuations Market volatility Sector risk Securities selection Technology sector

, , , , , , , , , , ,

Active trading Currency volatility Derivatives Emerging markets Foreign exposure Growth stocks Hedging Large cap companies Market volatility Securities selection Small and medium sized companies

, , , , , , , , , , ,

Active trading Credit quality Currency volatility Emerging markets Foreign exposure Growth stocks Hedging IPO investing Market volatility Securities selection Small and medium size companies

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GLOSSARY

Investment Terminology

Borrowing for temporary or emergency purposes involves the borrowing of cash or securities by a Portfolio in limited circumstances, including to meet redemptions. Borrowing will cost a Portfolio interest expense and other fees. Borrowing may exaggerate changes in a Portfolio's net asset value and the cost may reduce a Portfolio's return. Brady bonds are foreign securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging market for new bonds in connection with debt restructurings under a debt restructuring plan by former U.S. Secretary of the Treasury, Nicholas F. Brady. Credit swaps involve the receipt of Öoating or Ñxed rate payments in exchange for assuming potential credit losses of an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive or make a payment from the other party upon the occurrence of speciÑed credit events. Currency swaps involve the exchange of the parties' respective rights to make or receive payments in speciÑed currencies. Currency transactions include the purchase and sale of currencies to facilitate the settlement of securities transactions and forward currency contracts, which are used to hedge against changes in currency exchange rates or to enhance returns. Custodial receipts and trust certiÑcates represent interests in securities held by a custodian or trustee. The securities so held may include U.S. government securities or other types of securities in which a Portfolio may invest. The custodial receipts or trust certiÑcates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certiÑcates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes, a Portfolio is not considered to be the owner of the underlying securities held in the custodial or trust account, the Portfolio may suÅer adverse tax consequences. As a holder of custodial receipts and trust certiÑcates, a Portfolio will bear its proportionate share of the fees and expenses charged to the custodial account or trust. A Portfolio may also invest in separately issued interests in custodial receipts and trust certiÑcates. Defensive investments include high quality Ñxed income securities, repurchase agreements and other money market instruments. A Portfolio may make temporary defensive investments in response to adverse market, economic, political or other conditions. When a Portfolio takes a defensive position, it may miss out on investment opportunities that could have resulted from investing in accordance with its principal investment strategy. As a result, a Portfolio may not achieve its investment goal. Equity securities, such as common stocks, represent shares of equity ownership in a corporation. Common stocks may or may not receive dividend payments. Certain securities have common stock characteristics, including certain convertible securities such as convertible bonds, convertible preferred stock, rights and warrants, and may be classiÑed as equity securities. Investments in equity securities and securities with equity characteristics include: , Convertible securities are securities (such as bonds or preferred stocks) that may be converted into common stock of the same or a diÅerent company. , Market capitalization ranges. Companies are determined to be large-cap companies, mid-cap companies, or small-cap companies based upon the total market value of the outstanding securities of the company. Generally, large-cap stocks will include companies that fall within the range of the 63

SunAmerica Series Trust

Russell 1000 Index, mid-cap stocks will include companies that fall within the capitalization range of the Russell Midcap Index», and small-cap stocks will include companies that fall within the range of the Russell 2000» Index. Due to Öuctuations in market conditions, there may be some overlap among capitalization categories. The market capitalization of companies within any Portfolio's investments may change over time; however, a Portfolio will not sell a stock just because a company has grown to a market capitalization outside the appropriate range. The Portfolios may, on occasion, purchase companies with a market capitalization above/or below the range. , Warrants are rights to buy common stock of a company at a speciÑed price during the life of the warrant. , Rights represent a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance before the stock is oÅered to the general public. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment. Eurobonds are bonds issued and traded outside the country whose currency it is denominated in, and outside the regulatory jurisdictions of a single country, and is usually a bond issued by a non-European company for sale in Europe. Firm commitment agreements and when-issued or delayed-delivery transactions call for the purchase or sale of securities at an agreed-upon price on a speciÑed future date. At the time of delivery of the securities, the value may be more or less than the purchase price. Fixed income securities are broadly classiÑed as securities that provide for periodic payment, typically interest or dividend payments, to the holder of the security at a stated rate. Most Ñxed income securities, such as bonds, represent indebtedness of the issuer and provide for repayment of principal at a stated time in the future. Others do not provide for repayment of a principal amount. The issuer of a senior Ñxed income security is obligated to make payments on this security ahead of other payments to security holders. Investments in Ñxed income securities include: , Agency discount notes are high credit quality, short term debt instruments issued by federal agencies and government sponsored enterprises. These securities are issued at a discount to their par value. , Corporate debt instruments (bonds, notes and debentures) are securities representing a debt of a corporation. The issuer is obligated to repay a principal amount of indebtedness at a stated time in the future and in most cases to make periodic payments of interest at a stated rate. , High income securities, with respect to the Worldwide High Income Portfolio, are deÑned as medium and lower-grade income securities, which include securities rated at the time of purchase BBB or lower by Standard & Poor's (""S&P'') or rated Baa or lower by Moody's Investors Service, Inc. (""Moody's'') and unrated securities determined by the Subadviser to be comparable quality at the time of purchase. , An investment grade Ñxed income security is rated in one of the top four rating categories by a debt rating agency (or is considered of comparable quality by the Adviser or Subadviser). The two best-known debt rating agencies are S&P and Moody's. Investment grade refers to any security rated ""BBB'' or above by S&P or ""Baa'' or above by Moody's. , A junk bond is a high yield, high risk bond that does not meet the credit quality standards of an investment grade security. , Municipal securities are debt obligations issued by or on behalf of states, territories and possessions of the U.S. and District of Columbia and their political subdivisions, agencies and

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instrumentalities. Municipal securities may be aÅected by uncertainties regarding their tax status, legislative changes or rights of municipal-securities holders. , Pass-through securities involve various debt obligations that are backed by a pool of mortgages or other assets. Principal and interest payments made on the underlying asset pools are typically passed through to investors. Types of pass-through securities include mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities, and asset-backed securities To be announced (TBA) mortgage-backed securities represent contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date. , Preferred stocks receive dividends at a speciÑed rate and have preference over common stock in the payment of dividends and the liquidation of assets. , U.S. government securities are issued or guaranteed by the U.S. government, its agencies and instrumentalities. Some U.S. government securities are issued or unconditionally guaranteed by the U.S. Treasury. They are of the highest possible credit quality. While these securities are subject to variations in market value due to Öuctuations in interest rates, they will be paid in full if held to maturity. Other U.S. government securities are neither direct obligations of, nor guaranteed by, the U.S. Treasury. However, they involve federal sponsorship in one way or another. For example, some are backed by speciÑc types of collateral; some are supported by the issuer's right to borrow from the Treasury; some are supported by the discretionary authority of the Treasury to purchase certain obligations of the issuer; and others are supported only by the credit of the issuing government agency or instrumentality. , Zero-Coupon Bonds, Deferred Interest Bonds and PIK Bonds. Zero coupon and deferred interest bonds are debt obligations issued or purchased at a signiÑcant discount from face value. A step-coupon bond is one in which a change in interest rate is Ñxed contractually in advance. Payable-in-kind (""PIK'') bonds are debt obligations that provide that the issuer thereof may, at its option, pay interest on such bonds in cash or in the form of additional debt obligations. Foreign securities are issued by companies located outside of the United States, including emerging markets. Foreign securities may include foreign corporate and government bonds, foreign equity securities, foreign investment companies, passive foreign investment companies (""PFICs''), American Depositary Receipts (""ADRs'') or other similar securities that represent interests in foreign equity securities, such as European Depositary Receipts (""EDRs'') and Global Depositary Receipts (""GDRs''). An emerging market country is generally one with a low or middle income economy that is in the early stages of its industrialization cycle. For Ñxed income investments, an emerging market includes those where the sovereign credit rating is below investment grade. Emerging market countries may change over time depending on market and economic conditions and the list of emerging market countries may vary by Adviser or Subadviser. With respect to the Corporate Bond and Foreign Value Portfolios, foreign securities includes those securities issued by companies whose principal securities trading markets are outside the U.S., that derive a signiÑcant share of their total revenue from either goods or services produced or sales made in markets outside the U.S., that have a signiÑcant portion of their assets outside the U.S., that are linked to non-U.S. dollar currencies or that are organized under the laws of, or with principal oÇces in, another country. Forward commitments are commitments to purchase or sell securities at a future date. A Portfolio purchasing a forward commitment assumes the risk of any decline in value of the securities beginning on the date of the agreement. Similarly, a Portfolio selling such securities does not participate in further gains or losses on the date of the agreement. Hybrid instruments, such as indexed structured securities (i.e., Standard and Poor's Depositary Receipts (""SPDRs'') and iSharesSM) and other exchange traded funds (""ETFs''), can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, or securities index. Such securities may bear interest or pay dividends at below market (or even relatively 65

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nominal) rates. Under certain conditions, the redemption value of such an investment could be zero. In addition, another type of hybrid instrument is a credit linked note, in which a special purpose entity issues an over-the-counter structured note that is intended to replicate a bond or a portfolio of bonds, or with respect to the unsecured credit of an issuer. Illiquid/Restricted securities are subject to legal or contractual restrictions that may make them diÇcult to sell. A security that cannot easily be sold within seven days will generally be considered illiquid. Certain restricted securities (such as Rule 144A securities) are not generally considered illiquid because of their established trading market. InÖation swaps are contracts between two counterparties who agree to swap cash Öows based on the inÖation rate against Ñxed cash Öows. Interest rate swaps, caps, Öoors and collars. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest, such as an exchange of Ñxed-rate payments for Öoating rate payments. The purchase of an interest rate cap entitles the purchaser, to the extent that a speciÑed index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate Öoor entitles the purchaser, to the extent that a speciÑed index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate Öoor. An interest rate collar is the combination of a cap and a Öoor that preserves a certain return within a predetermined range of interest rates. Inverse Öoaters are leveraged inverse Öoating rate debt instruments. The interest rate on an inverse Öoater resets in the opposite direction from the market rate of interest to which the inverse Öoater is indexed. An inverse Öoater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse Öoaters is associated with greater volatility in their market values. Accordingly, the duration of an inverse Öoater may exceed its stated Ñnal maturity. Certain inverse Öoaters may be deemed to be illiquid securities for purposes of a Portfolio's 15% limitation on investments in such securities. Loan participations and assignments are investments in which a Portfolio acquires some or all of the interest of a bank or other lending institution in a loan to a corporate borrower. The highly leveraged nature of many such loans may make such loans especially vulnerable to adverse changes in economic or market conditions. As a result, a Portfolio may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. Mortgage swaps are similar to interest-rate swaps in that they represent commitments to pay and receive interest. The notional principal amount, upon which the value of the interest payments is based, is tied to a reference pool or pools of mortgages. Options and futures are contracts involving the right to receive or the obligation to deliver assets or money depending on the performance of one or more underlying assets, instruments or a market or economic index. An option gives its owner the right, but not the obligation, to buy (""call'') or sell (""put'') a speciÑed amount of a security at a speciÑed price within a speciÑed time period. Certain Portfolios may purchase listed options on various indices in which the Portfolios may invest. A futures contract is an exchange-traded legal contract to buy or sell a standard quantity and quality of a commodity, Ñnancial instrument, index, etc. at a speciÑed future date and price. Certain Portfolios may also purchase and write (sell) option contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. Registered investment companies are investments by a Portfolio in other investment companies which are registered in accordance with the federal securities laws.

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REITs (real estate investment trusts) are trusts that invest primarily in commercial real estate or real estate related loans. The value of an interest in a REIT may be aÅected by the value and the cash Öows of the properties owned or the quality of the mortgages held by a Portfolio. Roll transactions involve the sale of mortgage or other asset-backed securities (""roll securities'') with the commitment to purchase substantially similar (same type, coupon and maturity) but not identical securities on a speciÑed future date. Securities lending involves a loan of securities by a Portfolio in exchange for cash or collateral. A Portfolio earns interest on the loan while retaining ownership of the security. Short sales involve the selling of a security which the Portfolio does not own in anticipation of a decline in the market value of the security. In such transactions the Portfolio borrows the security for delivery to the buyer and must eventually replace the borrowed security for return to the lender. The Portfolio bears the risk that price at the time of replacement may be greater than the price at which the security was sold. A short sale is ""against the box'' to the extent that a Portfolio contemporaneously owns, or has the right to obtain without payment, securities identical to those sold short. Short-term investments include money market securities such as short-term U.S. government obligations, repurchase agreements, commercial paper, bankers' acceptances and certiÑcates of deposit. These securities provide a Portfolio with suÇcient liquidity to meet redemptions and cover expenses. With respect to the Cash Management Portfolio, short-term investments may also include investment in taxable municipal obligations which are debt obligations of a state or local government entity and an outgrowth of the tax reform act of 1986, which restricted the issuance of traditional tax-exempt securities. Taxable municipal bonds are issued as private purpose bonds to Ñnance such prohibited projects as a sports stadium, as municipal revenue bonds where caps apply, or as public purpose bonds where the 10% private use limitation has been exceeded. A special situation arises when, in the opinion of the manager, the securities of a particular issuer will be recognized and appreciate in value due to a speciÑc development with respect to the issuer. Developments creating a special situation might include, among others, a new product or process, a technological breakthrough, a management change or other extraordinary corporate events, or diÅerences in market supply of and demand for the security. Investment in special situations may carry an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention. Total return swaps are contracts that obligate a party to pay or receive interest in exchange for the payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. Variable and Öoating rate obligations normally will involve industrial development or revenue bonds which provide that the rate of interest is set as a speciÑc percentage of a designated base rate, such as rates on Treasury Bonds or Bills or the prime rate at a major commercial bank, and that a bondholder can demand payment of the obligations on behalf of the Portfolio on short notice at par plus accrued interest, which amount may be more or less than the amount the bondholder paid for them. The maturity of Öoating or variable rate obligations (including participation interests therein) is deemed to be the longer of (i) the notice period required before a Portfolio is entitled to receive payment of the obligation upon demand or (ii) the period remaining until the obligation's next interest rate adjustment. If not redeemed by the Portfolio through the demand feature, the obligations mature on a speciÑed date which may range up to thirty years from the date of issuance.

Risk Terminology

Active trading: A strategy used whereby a Portfolio may engage in frequent trading of portfolio securities to achieve its investment goal. Active trading may result in high portfolio turnover and correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by a Portfolio. In addition, because a Portfolio may sell a security without regard to how long it has held the security, active trading may have tax consequences for certain shareholders, involving a possible increase in 67

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short-term capital gains or losses. During periods of increased market volatility, active trading may be more pronounced. In the ""Financial Highlights'' section we provide each Portfolio's portfolio turnover rate for each of the last Ñve Ñscal years. Convertible securities risk: Convertible securities, like Ñxed income securities, tend to increase in value when interest rates decline and decrease in value when interest rates rise. The market value of a convertible security also tends to increase as the market value of the underlying stock rises and decrease as the market value of the underlying stock declines. Credit quality: The creditworthiness of an issuer is always a factor in analyzing Ñxed income securities. An issuer with a lower credit rating will be more likely than a higher rated issuer to default or otherwise become unable to honor its Ñnancial obligations. This type of issuer will typically issue junk bonds. In addition to the risk of default, junk bonds may be more volatile, less liquid, more diÇcult to value and more susceptible to adverse economic conditions or investor perceptions than other bonds. Currency volatility: The value of a Portfolio's foreign investments may Öuctuate due to changes in currency rates. A decline in the value of foreign currencies relative to the U.S. dollar generally can be expected to depress the value of the Portfolio's non-U.S. dollar denominated securities. Derivatives: A derivative is any Ñnancial instrument whose value is based on, and determined by, another security, index or benchmark (i.e., stock options, futures, caps, Öoors, etc.). In recent years, derivative securities have become increasingly important in the Ñeld of Ñnance. Futures and options are now actively traded on many diÅerent exchanges. Forward contracts, swaps, and many diÅerent types of options are regularly traded outside of exchanges by Ñnancial institutions in what are termed ""over the counter'' markets. Other more specialized derivative securities often form part of a bond or stock issue. To the extent a contract is used to hedge another position in the portfolio, the Portfolio will be exposed to the risks associated with hedging as described in this glossary. To the extent an option or futures contract is used to enhance return, rather than as a hedge, a Portfolio will be directly exposed to the risks of the contract. Gains or losses from non-hedging positions may be substantially greater than the cost of the position. Financial institutions sector. Banks and Ñnancial institutions are subject to potentially restrictive governmental controls and regulations that may limit or adversely aÅect proÑtability and share price. In addition, securities in this sector may be very sensitive to interest rate changes throughout the world. Foreign exposure: Investors in foreign countries are subject to a number of risks. A principal risk is that Öuctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively aÅect an investment. In addition, there may be less publicly available information about a foreign company and it may not be subject to the same uniform accounting, auditing and Ñnancial reporting standards as U.S. companies. Foreign governments may not regulate securities markets and companies to the same degree as in the U.S. Foreign investments will also be aÅected by local political or economic developments and governmental actions. Consequently, foreign securities may be less liquid, more volatile and more diÇcult to price than U.S. securities. These risks are heightened when an issuer is in an emerging market. Historically, the markets of emerging market countries have been more volatile than more developed markets; however, such markets can provide higher rates of return to investors. Growth stocks: Growth stocks can be volatile for several reasons. Since the issuers usually reinvest a high portion of earnings in their own business, growth stocks may lack the comfortable dividend yield associated with value stocks that can cushion total return in a bear market. Also, growth stocks normally carry a higher price/earnings ratio than many other stocks. Consequently, if earnings expectations are not met, the market price of growth stocks will often go down more than other stocks. However, the market frequently rewards growth stocks with price increases when expectations are met or exceeded. Hedging: Hedging is a strategy in which a Portfolio uses a derivative security to reduce certain risk characteristics of an underlying security or portfolio of securities. While hedging strategies can be very useful and inexpensive ways of reducing risk, they are sometimes ineÅective due to unexpected changes in the market. Hedging also involves the risk that changes in the value of the derivative will not match those

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of the instruments being hedged as expected, in which case any losses on the instruments being hedged may not be reduced. Illiquidity: There may not be a market for certain securities making it diÇcult or impossible to sell at the time and the price that the seller would like. Interest rate Öuctuations: The volatility of Ñxed income securities is due principally to changes in interest rates. The market value of bonds and other Ñxed income securities usually tends to vary inversely with the level of interest rates. As interest rates rise the value of such securities typically falls, and as interest rates fall, the value of such securities typically rises. Longer-term and lower coupon bonds tend to be more sensitive to changes in interest rates. IPO investing: A Portfolio's purchase of shares issued as part of, or a short period after, companies' initial public oÅerings (""IPOs''), exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile, and share prices of newly-public companies have Öuctuated in signiÑcant amounts over short periods of time. Large cap companies: Large cap companies tend to go in and out of favor based on market and economic conditions. Large cap companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, a Portfolio's value may not rise as much as the value of portfolios that emphasize smaller cap companies. Market volatility: The stock and/or bond markets as a whole could go up or down (sometimes dramatically). This could aÅect the value of the securities in a Portfolio's portfolio. Non-diversiÑed status: Portfolios registered as ""non-diversiÑed'' investment companies can invest a larger portion of their assets in the stock of a single company than can diversiÑed investment companies, and thus they can concentrate in a smaller number of securities. A non-diversiÑed investment company's risk may increase because the eÅect of each security on the Portfolio's performance is greater. Passively managed strategy: A Portfolio following a passively managed strategy will not deviate from its investment strategy. In the case of ""Dogs'' of Wall Street Portfolio, this entails buying and holding thirty stocks selected through objective selection criteria (except to the extent necessary to comply with applicable federal tax laws). Prepayment: Prepayment risk is the possibility that the principal of the loans underlying mortgagebacked or other pass-through securities may be prepaid at any time. As a general rule, prepayments increase during a period of falling interest rates and decrease during a period of rising interest rates. As a result of prepayments, in periods of declining interest rates a Portfolio may be required to reinvest its assets in securities with lower interest rates. In periods of increasing interest rates, prepayments generally may decline, with the eÅect that the securities subject to prepayment risk held by a Portfolio may exhibit price characteristics of longer-term debt securities. Real estate industry: Risks include declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, fluctuations in rental income, changes in neighborhood values, the appeal of properties to tenants and increases in interest rates. If the Portfolio has rental income or income from the disposition of real property, the receipt of such income may adversely affect its ability to retain its tax status as a regulated investment company. In addition, REITs are dependent upon management skill, may not be diversified and are subject to project financing risks. Such trusts are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, and to maintain exemption from registration under the Investment Company Act of 1940. Sector risk: Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As a Portfolio allocates more of its portfolio holdings to a particular sector, the Portfolio's 69

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performance will be more susceptible to any economic, business or other developments which generally aÅect that sector. Securities selection: A strategy used by a Portfolio, or securities selected by its portfolio manager, may fail to produce the intended return. Short sale risks: Short sales by a Portfolio involve certain risks and special considerations. Possible losses from short sales diÅer from losses that could be incurred from a purchase of a security, because losses from short sales may be unlimited, whereas losses from purchases can equal only the total amount invested. Small and medium sized companies: Companies with smaller market capitalizations (particularly under $1.35 billion) tend to be at early stages of development with limited product lines, market access for products, Ñnancial resources, access to new capital, or depth in management. Consequently, the securities of smaller companies may not be as readily marketable and may be subject to more abrupt or erratic market movements. Securities of medium sized companies are also usually more volatile and entail greater risks than securities of large companies. In addition, small and medium sized companies may be traded in over-the-counter (OTC) markets as opposed to being traded on an exchange. OTC securities may trade less frequently and in smaller volume than exchange-listed stocks which may cause these securities to be more volatile than exchange-listed stocks and may make it more diÇcult in buying and selling these securities at prevailing market prices. Technology sector: There are numerous risks and uncertainties involved in investing in the technology sector. Historically, the price of securities in this sector have tended to be volatile. A Portfolio that invests primarily in technology-related issuers, bears an additional risk that economic events may aÅect a substantial portion of the Portfolio's investments. In addition, at times, equity securities of technologyrelated issuers may underperform relative to other sectors. The technology sector includes companies from various industries, including computer hardware, software, semiconductors, telecommunications, electronics, aerospace and defense, health care equipment, and biotechnology, among others. Unseasoned companies: Unseasoned companies are companies that have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record. Utility industry: Risks include (i) utility companies' diÇculty in earning adequate returns on investment despite frequent rate increases; (ii) restrictions on operations and increased costs and delays due to governmental regulations; (iii) building or construction delays; (iv) environmental regulations; (v) diÇculty of the capital markets in absorbing utility debt and equity securities; (vi) diÇculties in obtaining fuel at reasonable prices and (vii) potential eÅect of deregulation.

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MANAGEMENT

Information about the Investment Adviser and Manager

AIG SAAMCo serves as investment adviser and manager for all the Portfolios of the Trust. AIG SAAMCo selects the Subadvisers for Portfolios, manages the investments for certain Portfolios, provides various administrative services and supervises the daily business aÅairs of each Portfolio. AIG SAAMCo was organized in 1982 under the laws of Delaware, and managed, advised or administered assets in excess of $44.7 billion as of December 31, 2005. AIG SAAMCo is located at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992 AIG SAAMCo has received an exemptive order from the Securities and Exchange Commission that permits AIG SAAMCo, subject to certain conditions, to enter into agreements relating to the Trust with Subadvisers approved by the Board of Trustees without obtaining shareholder approval. The exemptive order also permits AIG SAAMCo, subject to the approval of the Board but without shareholder approval, to employ new Subadvisers for new or existing Portfolios, change the terms of particular agreements with Subadvisers or continue the employment of existing Subadvisers after events that would otherwise cause an automatic termination of a subadvisory agreement. Shareholders will be notiÑed of any Subadviser changes. Shareholders of a Portfolio have the right to terminate an agreement with a Subadviser for that Portfolio at any time by a vote of the majority of the outstanding voting securities of such Portfolio. In addition to serving as investment adviser and manager of the Trust, AIG SAAMCo serves as adviser, manager and/or administrator for AIG Series Trust, Anchor Series Trust, Seasons Series Trust, SunAmerica Focused Series, Inc., SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc., SunAmerica Senior Floating Rate Fund, Inc., SunAmerica Focused Alpha Growth Fund, Inc., SunAmerica Focused Alpha Large-Cap Fund, Inc., VALIC Company I and VALIC Company II. For the Ñscal year ended January 31, 2006, each Portfolio paid AIG SAAMCo a fee equal to the following percentage of average daily net assets:

Portfolio Fee

Aggressive Growth PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Alliance Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Blue Chip Growth PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Cash Management Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Corporate Bond Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Venture Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Federated American Leaders Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Foreign Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Bond Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Global Equities Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Research PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth-Income Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Opportunities PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ High-Yield Bond Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International DiversiÑed Equities Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International Growth and Income PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Marsico Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 71

0.71% 0.61% 0.70% 0.49% 0.55% 0.71% 0.60% 1.20% 0.69% 0.86% 0.68% 0.79% 0.90% 0.56% 0.75% 0.62% 0.94% 0.93% 0.85%

SunAmerica Series Trust

Portfolio

Fee

MFS Massachusetts Investors Trust Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Mid-Cap Growth Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Total Return Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam Growth: Voyager Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Real Estate Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small & Mid Cap Value PortfolioÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Small Company Value Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SunAmerica Balanced Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Technology Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Telecom Utility Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Worldwide High Income Portfolio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

0.70% 0.75% 0.65% 0.83% 0.77% 0.98% 1.00% 0.63% 1.00% 0.75% 0.80%

AIG SAAMCo is responsible for making the day-to-day investment decisions for the Aggressive Growth, Blue Chip Growth, ""Dogs'' of Wall Street and the High Yield Bond Portfolios. The Aggressive Growth Portfolio is managed by Jay Rushin. Mr. Rushin joined AIG SAAMCO in December 2005 and is currently a Senior Vice President and Portfolio Manager. Mr. Rushin has over nine years experience in the investment industry, focusing the past eight years on the small-cap and mid-cap growth segments of the market. Prior to joining AIG SAAMCO, he was a lead Portfolio Manager at AIM Management Group, where he was responsible for a small-cap and mid-cap growth team, and its respective portfolios from 1998 to 2005. The Blue Chip Growth Portfolio is managed by John Massey. Mr. Massey joined AIG SAAMCo in February 2006 and is currently a Vice President and Senior Portfolio Manager. Prior to joining AIG SAAMCo, Mr. Massey was an Associate Director and member of the large cap growth team of Bear Stearns Asset Management from 2001 to 2005, and a Senior Analyst covering the healthcare industry with Standard & Poor's Corporation from 1998 to 2001. The ""Dogs'' of Wall Street Portfolio is managed by Steve A. Neimeth. Mr. Neimeth, Senior Vice President and Portfolio Manager of AIG SAAMCo joined the Ñrm in April 2004. Prior to joining AIG SAAMCo, Mr. Neimeth was a Portfolio Manager of the Neuberger Berman Large-Cap Value Fund since 2002. Between 1997 and 2002, Mr. Neimeth was a Portfolio Manager and Research Analyst at Bear Stearns Asset Management. The High Yield Bond Portfolio is managed by Greg Braun. Mr. Braun joined AIG SAAMCo in 2002 as a Portfolio Manager. In addition to his position with AIG SAAMCo, Mr. Braun is currently a Managing Director and Portfolio ManagerÓCDO/Mutual Funds of AIG Global Investment Corp. (AIGGIC). Prior to joining AIGGIC in 2001, Mr. Braun was a Senior Credit Analyst with American General Investment Management, L.P. from 1996 to 2001. Mr. Braun holds the Chartered Financial Analyst designation.

Information about the Subadvisers

The investment manager(s) and/or management team(s) that have primary responsibility for the day-today management of the Portfolios are set forth herein. Unless otherwise noted, a management team's members share responsibility in making investment decisions on behalf of a Portfolio and no team member is limited in his/her role with respect to the management team. AIG SAAMCo compensates the various Subadvisers out of the advisory fees that it receives from the respective Portfolios. AIG SAAMCo may terminate any agreement with a Subadviser without shareholder approval. The Statement of Additional Information provides information regarding the portfolio managers listed below, including other accounts they manage, their ownership interest in the Portfolio(s) that they serve as portfolio manager, and the structure and method used by the Adviser/Subadviser to determine their compensation.

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Alliance Growth Portfolio Growth-Income Portfolio Small & Mid Cap Value Portfolio AllianceBernstein L.P. (Alliance) is a Delaware limited partnership with principal oÇces at 1345 Avenue of the Americas, New York, NY 10105. Alliance is a leading global investment management Ñrm. Alliance provides management services for many of the largest U.S. public and private employee beneÑt plans, endowments, foundations, public employee retirement funds, banks, insurance companies and high net worth individuals worldwide. Alliance is also one of the largest mutual fund sponsors, with a diverse family of globally distributed mutual fund portfolios. Alliance does business in certain circumstances, including its role as Subadviser to the Small & Mid Cap Value Portfolio of the Trust, using the name Bernstein Investment Research Management, a unit of Alliance. AllianceBernstein Institutional Research and Management is the marketing/client servicing and retail distribution unit of Alliance. As of December 31, 2005, Alliance had approximately $579 billion in assets under management. The Alliance Growth Portfolio is managed by Scott Wallace. Mr. Wallace, Senior Vice President of Alliance and Large Cap Growth Portfolio Manager, joined Alliance in 2001. Prior to joining Alliance, he was with JP Morgan Investment Management, Inc. for 15 years, where he was a managing director and held a variety of roles in the U.S. and abroad, most recently as head of equities in Japan. The Growth-Income Portfolio is managed by Michael Baldwin. Mr. Baldwin joined Alliance in 1989 and is currently a Senior Vice President, Portfolio Manager and Associate Director of Research. The Small & Mid Cap Value Portfolio is managed by Alliance's U.S. Small/Mid Cap Value Equity Investment Policy Group, which is comprised of Joseph Gerard Paul, James MacGregor and Andrew Weiner. Mr. Paul joined Alliance in 1987 and is currently a Senior Vice President and Chief Investment OÇcer for Advanced Value, Small/Mid Cap Value, and REITs. Mr. MacGregor joined Alliance in 1998 and is currently the Director of Research for U.S. Small/Mid Cap Value. Mr. Weiner joined Alliance in 1997 and is currently a Senior Analyst covering capital equipment and consumer staples for Large Cap and Small Cap Equities. Cash Management Portfolio Columbia Management Advisers, LLC (CMA) is located at 100 Federal Street, Boston, MA 02110. CMA is dedicated to providing responsible investment management and superior service and manages money for corporations, endowments and foundations, public funds/municipalities and individuals. As of December 31, 2005, CMA had over $308.6 billion in assets under management. Davis Venture Value Portfolio Real Estate Portfolio Davis Selected Advisers, L.P. d/b/a Davis Advisors (Davis) is located at 2949 East Elvira Road, Suite 101, Tucson, AZ 85706. Davis provides advisory services to other investment companies. The Subadvisory Agreement with Davis provides that Davis may delegate any of its responsibilities under the agreement to one of its aÇliates, including Davis Selected Advisers Ì NY, Inc., a wholly-owned subsidiary; however, Davis remains ultimately responsible (subject to supervision by AIG SAAMCo) for the assets of the Portfolios allocated to it. As of December 31, 2005, Davis had approximately $72 billion in assets under management. The Davis Venture Value Portfolio is co-managed by Christopher C. Davis and Kenneth C. Feinberg. Mr. Davis has been employed by Davis since 1989 as a Research Analyst, Assistant Portfolio Manager, CoPortfolio Manager, and Portfolio Manager. Mr. Feinberg has been employed by Davis since 1994 as a Research Analyst, Assistant Portfolio Manager, and Portfolio Manager. The Real Estate Portfolio is co-managed by Andrew A. Davis and Chandler Spears. Mr. Davis has been employed by Davis since 1994 as a Research Analyst, Assistant Portfolio Manager, Co-Portfolio Manager 73

SunAmerica Series Trust

and Portfolio Manager. Mr. Spears joined Davis in 2000 as a Securities Analyst and is currently a Portfolio Manager. Corporate Bond Portfolio Federated American Leaders Portfolio Telecom Utility Portfolio Federated Investment Management Company and Federated Equity Management Company of Pennsylvania (collectively, Federated) are located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. EÅective May 1, 2004, Federated Investment Management Company became Subadviser for the Corporate Bond Portfolio, and Federated Equity Management Company of Pennsylvania became Subadviser for the Telecom Utility Portfolio and the Federated American Leaders Portfolio. Previously, the Subadviser for each of these Portfolios was Federated Investment Counseling. Both the new Subadvisers and the previous Subadviser are wholly owned subsidiaries of Federated Investors, Inc. The change in Subadviser entities did not change the portfolio managers for the three Portfolios. Federated and aÇliated companies serve as investment advisers to a number of investment companies and private accounts. As of December 31, 2005, Federated and aÇliated companies had approximately $213 billion in assets under management. The Corporate Bond Portfolio is managed by the following portfolio managers: Mark E. Durbiano, Nathan H. Kehm, Christopher J. Smith and Joseph M. Balestrino. Mr. Durbiano joined Federated in 1982 and is currently a Senior Vice President and Portfolio Manager. Mr. Smith joined Federated in 1995 and is currently a Vice President and Portfolio Manager. Mr. Kehm joined Federated in 1997 and is currently a Vice President and Portfolio Manager. Mr. Kehm holds the Chartered Financial Analyst designation. Mr. Smith joined Federated in 1995 and is currently a Vice President and Portfolio Manager. Mr. Smith holds the Chartered Financial Analyst designation. Mr. Balestrino joined Federated in 1986 and is currently a Senior Vice President and Portfolio Manager. Mr. Balestrino serves as a back-up portfolio manager to this Portfolio. The Federated American Leaders Portfolio is managed by Kevin R. McCloskey and William Dierker. Mr. McCloskey joined Federated in 1999 and is currently a Vice President and Portfolio Manager. Mr. McCloskey holds the Chartered Financial Analyst designation. Mr. Dierker joined Federated in September 2004 and is currently a Senior Portfolio Manager and Senior Vice President. Prior to joining Federated, he was a Senior Portfolio Manager and Managing Director of the value equity team at Banc One Investment Advisers from April 2003 to September 2004. He served as Vice President, Equity Securities with Nationwide Insurance Enterprise from September 1999 to January 2002, and as Vice President/Portfolio Manager with Gartmore Global Investments, a subsidiary of Nationwide, from January 2002 to April 2003. Mr. Dierker holds the Chartered Financial Analyst designation. The Telecom Utility Portfolio is managed by John L. Nichol. Mr. Nichol joined Federated in September 2000 and is currently a Vice President and Portfolio Manager. Small Company Value Portfolio Franklin Advisory Services, LLC (Franklin) is a Delaware limited liability company located at One Parker Plaza, 9th Floor, Fort Lee, NJ 07024. Franklin is a wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton Investments), a publicly owned company engaged in the Ñnancial services industry through its subsidiaries. As of December 31, 2005, Franklin Templeton Investments managed approximately $464.8 billion in assets composed of mutual funds and other investment vehicles for individuals, institutions, pension plans, trusts and partnerships in 128 countries. The Small Company Value Portfolio is managed by an investment team led by William J. Lippman. Backup portfolio managers of the Portfolio include Bruce Baughman, Margaret McGee and Don Taylor. Mr. Lippman joined Franklin in 1988 and is currently President of Franklin and a Portfolio Manager. He is a member of the Franklin Institutional Small Cap Value Equity Management team. Mr. Baughman joined Franklin in 1988 and is currently a Senior Vice President and Portfolio Manager. He is a member of the

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Franklin Institutional Small Cap Value Equity Management team. Ms. McGee joined Franklin in 1988 and is currently a Vice President and Portfolio Manager. She is a member of the Franklin Institutional Small Cap Value Equity Management team. Mr. Taylor joined Franklin in 1996 and is currently a Senior Vice President and Portfolio Manager. He is a member of the Franklin Institutional Small Cap Value Equity Management team. Goldman Sachs Research Portfolio Goldman Sachs Asset Management, L.P. (GSAM) is located at 32 Old Slip, New York, NY 10005. GSAM registered as an investment adviser in 1990. Prior to the end of April 2003, Goldman Sachs Asset Management, a business unit of the Investment Management Division of Goldman, Sachs & Co. (Goldman Sachs) served as the investment adviser for the Goldman Sachs Research and Global Bond Portfolios. On or about April 26, 2003, GSAM assumed Goldman Sachs' investment advisory responsibilities for these Portfolios. GSAM is one of the leading global investment managers, serving a wide range of clients including pension funds, foundations and insurance companies and individual investors. As of December 31, 2005, GSAM, along with other units of the Investment Management Division of Goldman Sachs, had approximately $496.1 billion in assets under management. The Goldman Sachs Research Portfolio is managed by the following team of portfolio managers: Eileen Rominger, Sally Pope Davis, Steven M. Barry, Gregory H. Ekizian, CFA and David G. Shell, CFA. Ms. Rominger joined GSAM in 1999 and is currently a Managing Director, Chief Investment OÇcer and Value Portfolio Manager. Ms. Davis joined GSAM in August 2001 and is currently a Vice President and Value Portfolio Manager. From December 1999 to July 2001, she was a relationship manager in Private Wealth Management at Goldman Sachs. Mr. Barry joined GSAM in 1999 and is currently a Managing Director, Chief Investment OÇcer and Growth Portfolio Manager. Mr. Ekizian joined GSAM in January 1997 and is currently a Managing Director, Chief Investment OÇcer and Growth Portfolio Manager. Mr. Shell joined GSAM in January 1997 and is currently a Managing Director, Chief Investment OÇcer and Growth Portfolio Manager. Global Bond Portfolio Goldman Sachs Asset Management International (GSAM-International), a business unit of the Investment Management Division of Goldman Sachs, is located at Christchurch Court 10-15 Newgate Street, London EC1A 7HD, England. GSAM-International has been a member of the Investment Management Regulatory Organization Limited, a United Kingdom self-regulatory organization, since 1990 and a registered investment adviser since 1991. As of December 31, 2005, GSAM-International, along with other units of the Investment Management Division of Goldman Sachs, had approximately $496.1 billion in assets under management. The Global Bond Portfolio is managed by Andrew F. Wilson, Philip MoÇtt and Iain Lindsay. Mr. Wilson joined GSAM-International in 1995 and is currently a Managing Director, Co-Head of Global Fixed Income and Currency Management and Senior Portfolio Manager. During his tenure with GSAM-International he has been responsible for Global Fixed Income positioning, is a member of the Fixed Income Investment Strategy group and is also a member of the Global Asset Allocation Committee. Mr. MoÇtt joined GSAMInternational in 1999 and is currently a Managing Director, Co-Head of Global Fixed Income and Currency Management and a Senior Portfolio Manager. Mr. Lindsay joined GSAM-International in 2001 and is currently Managing Director of Global Fixed Income and Currency Management and is a Senior Portfolio Manager. In addition, he is a senior investment professional on GSAM-International's global Ñxed income and currency team and is a member of its Fixed Income Strategy Group. Prior to joining GSAMInternational in 2001, Mr. Lindsay was with JP Morgan Investment Management, Inc. where he was a Portfolio Manager and a sell-side Ñxed income investment strategist.

75

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Global Equities Portfolio SunAmerica Balanced Portfolio J.P. Morgan Investment Management Inc. (JP Morgan) is a Delaware corporation and is an indirect wholly-owned subsidiary of JPMorgan Chase & Co. JP Morgan is located at 522 Fifth Avenue, New York, New York 10036. JP Morgan provides investment advisory services to a substantial number of institutional and other investors, including other registered investment advisers. As of December 31, 2005, JP Morgan together with its aÇliated companies had approximately $846.9 billion in assets under management. The Global Equities Portfolio is managed by Sandeep Bhargava. Mr. Bhargava, a Managing Director and Portfolio Manager of JP Morgan, joined the Ñrm in 1997 and is a global equity portfolio manager in JP Morgan's Global Portfolios Group based in London. The SunAmerica Balanced Portfolio is managed by Patrik Jakobson and Maddi Dessner. Mr. Jakobson, Managing Director of JP Morgan, joined the Ñrm in 1987 and is a Portfolio Manager and Head of JP Morgan's US Global Multi-Asset Group. He is also a member of JP Morgan's Global Strategy Team that is responsible for managing the group's tactical allocation investment process and global portfolio strategy. Mrs. Dessner, Vice President of JP Morgan, joined the Ñrm in 1995 and is a Portfolio Manager for the Global Multi-Asset Group based in New York. Mrs. Dessner holds the Chartered Financial Analyst designation. Marsico Growth Portfolio Marsico Capital Management, LLC (Marsico) is located at 1200 Seventeenth Street, Suite 1600, Denver, CO 80202. Marsico is a registered investment adviser formed in 1997 that became a wholly owned indirect subsidiary of Bank of America Corporation in January 2001. Marsico provides investment advisory services to mutual funds and private accounts. As of December 31, 2005, Marsico managed approximately $62.7 billion in assets. The Marsico Growth Portfolio is managed by Thomas F. Marsico. Mr. Marsico is the Chief Investment OÇcer and a Portfolio Manager of Marsico. Mr. Marsico has over 20 years experience as a Securities Analyst and Portfolio Manager. MFS Massachusetts Investors Trust Portfolio MFS Mid-Cap Growth Portfolio MFS Total Return Portfolio Massachusetts Financial Services Company (MFS) is America's oldest mutual fund organization and, with its predecessor organizations, has a history of money management dating from 1924 and the founding of the Ñrst mutual fund in the United States. MFS is located at 500 Boylston Street, Boston, MA 02116. As of December 31, 2005, MFS had approximately $163 billion in assets under management. The MFS Massachusetts Investors Trust Portfolio is managed T. Kevin Beatty and Nicole Zatlyn. Mr. Beatty joined MFS in 2002 and is currently a Vice President and Portfolio Manager. Prior to joining MFS, Mr. Beatty was an Equity Analyst at State Street Research & Management Co. Ms. Zatlyn joined MFS in 2001 and is currently a Vice President and Portfolio Manager. Prior to joining MFS, Ms. Zatlyn was an Investment Analyst at Bowman Capital Management, where she was employed from 1999 to 2001. The MFS Mid-Cap Growth Portfolio is managed by an investment team comprised of David E. SetteDucati and David M. Earnest. Mr. Sette-Ducati joined MFS in 1995 and is currently a Senior Vice President and Portfolio Manager. Mr. Earnest joined MFS in 2003 and is currently a Vice President and Portfolio Manager. Prior to 2003, he was a Portfolio Manager and Analyst with Manning & Napier. The MFS Total Return Portfolio is managed by an investment team led by Brooks Taylor. Additional team members include Steven R. Gorham, Nevin P. Chitkara, Michael W. Roberge, Kenneth J. Enright, William P. Douglas, Richard O. Hawkins and Alan T. Langsner. Mr. Taylor manages the Portfolio's equity portion. He joined MFS in 1996 and is currently a Senior Vice President and Portfolio Manager. Mr. Gorham

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manages the Portfolio's equity portion. He joined MFS in 1992 and is currently a Senior Vice President and Portfolio Manager. Mr. Chitkara manages the Portfolio's equity portion. He joined MFS in 1997 and is currently a Vice President and Equity Research Analyst. Mr. Roberge manages the Portfolio's Ñxed income portion. He joined MFS in 1996 and is currently an Executive Vice President and Portfolio Manager. Mr. Enright manages the Portfolio's equity portion. He joined MFS in 1986 and is currently a Senior Vice President and Portfolio Manager. Mr. Douglas manages the Portfolio's mortgage backed debt securities portion. He joined MFS in 2004 and is currently a Vice President and Portfolio Manager. Prior to joining MFS, he served as Vice President and Senior Mortgage Analyst at Wellington Management Company, LLP from 1994 to 2004. Mr. Hawkins manages the Portfolio's debt securities portion. He joined MFS in 1992 and is currently a Senior Vice President and Portfolio Manager. Mr. Langsner manages the Portfolio's multi-cap value equities portion. He joined MFS in 1999 and is currently a Vice President and Portfolio Manager. Growth Opportunities Portfolio International DiversiÑed Equities Portfolio Technology Portfolio Worldwide High Income Portfolio Morgan Stanley Investment Management Inc. (MSIM Inc.) is a subsidiary of Morgan Stanley and conducts a worldwide portfolio management business providing a broad range of services to customers in the U.S. and abroad. MSIM Inc. is located at 1221 Avenue of the Americas, New York, NY 10020. MSIM Inc. does business in certain circumstances, including its role as a Subadviser to the Trust, using the name ""Van Kampen.'' As of December 31, 2005, MSIM Inc. together with its aÇliated asset management companies had approximately $434 billion in assets under management. The Growth Opportunities Portfolio is managed by a team of portfolio managers led by Mathew Hart. Additional team members include Gary M. Lewis, Janet Luby, Dudley Brickhouse and Scott Miller. Mr. Hart, Executive Director and Portfolio Manager of MSIM, Inc., is responsible for the execution of the overall strategy of the Fund. Mr. Hart has worked for the Ñrm since 1997 and joined the investment team in 2000. Mr. Lewis, Managing Director and Portfolio Manager of MSIM, Inc., has worked for the Ñrm since 1986 and joined the investment team in 1989. Ms. Luby, Executive Director and Portfolio Manager of MSIM, Inc., has worked for the Ñrm since 1995 and joined the investment team in 1995. Mr. Brickhouse, Executive Director and Portfolio Manager of MSIM, Inc., has worked for the Ñrm since 1997 and joined the investment team in 1997. Mr. Miller, Vice President and Portfolio Manager of MSIM, Inc., has worked for the Ñrm since 2001 and joined the investment team in 2001. The International DiversiÑed Equities Portfolio is managed by Ann Thivierge. Ms. Thivierge joined MSIM Inc. in 1986 and is currently a Managing Director and Portfolio Manager. The Technology Portfolio is managed by David Walker and Mary Jayne Maly. Mr. Walker, Executive Director and Portfolio Manager of MSIM, Inc., has worked for the Ñrm since 1990 and joined the investment team in 1996. Ms. Maly, Managing Director and Portfolio Manager of MSIM, Inc., is head of the Morgan Stanley Sector Funds Group. She has been associated with MSIM Inc. in an investment management capacity since 1992. The Worldwide High Income Portfolio is managed by MSIM Inc.'s High Yield Team and Emerging Markets Debt Team. Members of the High Yield Team include Gordon W. Loery and Joshua Givelber. Mr. Loery is an Executive Director and Portfolio Manager of MSIM Inc. Mr. Loery joined Morgan Stanley & Co. Incorporated (Morgan Stanley), a MSIM Inc. aÇliate, in 1990 as a Ñxed income analyst and has been a Portfolio Manager with MSIM Inc.'s aÇliate Miller Anderson & Sherrerd, LLP (MAS) since 1996. Mr. Givelber is a Vice President and Portfolio Manager of MSIM. Mr. Givelber joined Morgan Stanley in 1999 and has been a Portfolio Manager since 2003. Members of the Emerging Markets Debt Team include Abigail McKenna, Eric Baurmeister and Federico Kaune. Ms. McKenna joined MSIM in 1996 and is currently a Managing Director and Portfolio Manager. Ms. McKenna is a co-team leader of the Portfolio. Mr. Baurmeister joined MSIM Inc. in 1997 and is currently an Executive Director and Portfolio Manager. 77

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He holds the Chartered Financial Analyst designation. Mr. Kaune joined MSIM in 2002 and is currently an Executive Director and Portfolio Manager. Prior to 2002, Mr. Kaune was a Senior Vice President and Senior Economist at Goldman Sachs. Emerging Markets Portfolio International Growth and Income Portfolio Putnam Growth: Voyager Portfolio Putnam Investment Management, LLC (Putnam) is a Delaware limited liability company with principal oÇces at One Post OÇce Square, Boston, MA 02109. Putnam has been managing mutual funds since 1937 and serves as investment adviser to the funds in the Putnam Family. As of December 31, 2005, Putnam had approximately $188.8 billion in assets under management. The Emerging Markets Portfolio is managed by Daniel Gra¿ a and Avo E. Ora. Mr. Gra¿ a is a Senior Vice n n President and Portfolio Manager on Putnam's International Core Emerging Markets Equity team. He joined Putnam in 1999. Mr. Gra¿ a holds the Chartered Financial Analyst designation and has 10 years of n investment experience. Mr. Ora is a Senior Vice President and Analyst on Putnam's Emerging Markets Team in the Global Core Equity Group. He is responsible for covering Asian emerging markets. Mr. Ora joined Putnam in 1998 and has seven years of investment industry experience. The International Growth & Income Portfolio is managed by an investment team including Pamela R. Holding and Darren Jaroch. Ms. Holding is the portfolio leader for the Portfolio and for the Putnam International Growth & Income Fund. She joined Putnam in 1995 and has 16 years of investment industry experience. She is currently a Managing Director and Senior Portfolio Manager in Putnam's International Value team. Ms. Holding holds the Chartered Financial Analyst designation. Ms. Holding is the lead portfolio manager of this Portfolio. Mr. Jaroch joined Putnam in 2000 and has 9 years of investment industry experience. He is currently a Quantitative Analyst on the Large Cap Value team and has been named Portfolio Manager on the International Value team. Mr. Jaroch holds the Charter Financial Analyst designation. The Putnam: Growth Voyager Portfolio is managed by the following portfolio managers: Kelly A. Morgan and Robert E. Ginsberg. Ms. Morgan is a Managing Director and Chief Investment OÇcer of Putnam's Large-Cap Growth team, and is a portfolio leader for other Putnam funds. Ms. Morgan joined Putnam in 1996 and has 16 years of investment experience. Ms. Morgan is a co-Portfolio Leader. Mr. Ginsberg is a Managing Director and a portfolio leader, as well as a portfolio member, for several Putnam funds. Mr. Ginsberg joined Putnam in 2004 and has 7 years of investment experience. Before joining Putnam, he was a Portfolio Manager and Senior Equity Analyst with Delaware Investments from 1997 to 2004. Mr. Ginsberg holds the Chartered Financial Analyst designation. In addition, he is the other co-Portfolio Leader. Foreign Value Portfolio Templeton Investment Counsel, LLC (Templeton) is a Delaware limited liability company located at 500 E. Broward Boulevard, Suite 2100, Ft. Lauderdale, FL 33394. Templeton is a wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton Investments), a publicly owned company engaged in the Ñnancial services industry through its subsidiaries. As of December 31, 2005, Franklin Templeton Investments managed approximately $464.8 billion in assets composed of mutual funds and other investment vehicles for individuals, institutions, pension plans, trusts and partnerships in 128 countries. The Foreign Value Portfolio is managed by an investment team led by Antonio T. Docal. Back-up portfolio managers of the Portfolio include Tina Hellmer and Gary P. Motyl. Mr. Docal joined Templeton in 2001 and is currently Senior Vice President, Portfolio Manager and Research Analyst. Prior to joining Templeton, Mr. Docal was Vice President and Director at Evergreen Funds in Boston, Massachusetts from 1994 to 2001. He holds the Chartered Financial Analyst designation. Mr. Docal is the lead portfolio manager of this Portfolio. Ms. Hellmer joined Templeton in 1997 and is currently a Vice President and

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Portfolio Manager. She holds the Chartered Financial Analyst designation. Mr. Motyl joined Templeton in 1981 and is currently the Chief Investment OÇcer of Templeton Institutional Global Equities and President of Templeton Investment Counsel LLC. Mr. Motyl manages several institutional mutual funds and separate account portfolios. He holds the Chartered Financial Analyst designation.

Information about the Distributor

AIG SunAmerica Capital Services, Inc. (the ""Distributor'') distributes each Portfolio's shares and incurs the expenses of distributing the Portfolios' shares under a Distribution Agreement with respect to the Portfolios, none of which are reimbursed by or paid for by the Portfolios. The Distributor is located at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992.

Payments in Connection with Distribution

Certain of the Trust's Subadvisers or their aÇliates make payments to certain AIG-aÇliated life insurance companies in connection with services related to the availability of the Portfolio(s) they manage being oÅered through the Variable Contracts. AIG SAAMCo makes payments to such life insurance companies pursuant to a proÑt sharing agreement between AIG SAAMCo and the life insurance companies. Furthermore, AIG SAAMCo receives Ñnancial support from certain Subadvisers for distribution-related activities, including support to help oÅset costs for training to support sales of the Portfolios.

Custodian, Transfer and Dividend Paying Agent

State Street Bank and Trust Company, Boston, MA, acts as Custodian of the Trust's assets as well as Transfer and Dividend Paying Agent and in so doing performs certain bookkeeping, data processing and administrative services.

Legal Proceedings

On February 9, 2006, American International Group, Inc. (""AIG''), the parent company and an aÇliated person of AIG SAAMCo (""Adviser'') and AIG SunAmerica Capital Services, Inc., the distributor of the Portfolios (""Distributor''), announced that it had consented to the settlement of an injunctive action instituted by the Securities and Exchange Commission (""SEC''). In its complaint, the SEC alleged that AIG violated Section 17(a) of the Securities Act of 1933, as amended, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Act of 1934, as amended, and Rules 10b-5, 12b-20, 13a-1, and 13b2-1 promulgated thereunder, in connection with AIG's accounting and public reporting practices. The conduct described in the complaint did not involve any conduct of AIG or its subsidiaries related to their investment advisory or distribution activities with respect to the assets of the Portfolios. AIG, without admitting or denying the allegations in the complaint (except as to jurisdiction), consented to the entry of an injunction against further violations of the statutes referred to above. Absent exemptive relief granted by the SEC, the entry of such an injunction would prohibit AIG and its aÇliated persons from, among other things, serving as an investment adviser of any registered investment management company or principal underwriter for any registered open-end investment company pursuant to Section 9(a) of the Investment Company Act of 1940, as amended (""1940 Act''). Certain aÇliated persons of AIG, including the Adviser, received a temporary order from the SEC pursuant to Section 9(c) of the 1940 Act with respect to the entry of the injunction, granting exemptive relief from the provisions of Section 9(a) of the 1940 Act. The temporary order permits AIG and its aÇliated persons, including AIG's investment management subsidiaries, to serve as investment adviser, sub-adviser, principal underwriter or sponsor of the Portfolios. The Adviser expects that a permanent exemptive order will be granted, although there is no assurance the SEC will issue the order. Additionally, AIG and its subsidiaries reached a resolution of claims and matters under investigation with the United States Department of Justice (""DOJ''), the Attorney General of the State of New York (""NYAG'') and the New York State Department of Insurance (""DOI''), regarding accounting, Ñnancial 79

SunAmerica Series Trust

reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. As a result of the settlements with the SEC, the DOJ, the NYAG and the DOI, AIG will make payments totaling approximately $1.64 billion. In addition, as part of its settlements, AIG has agreed to retain for a period of three years an Independent Consultant who will conduct a review that will include the adequacy of AIG's internal controls over Ñnancial reporting and the remediation plan that AIG has implemented as a result of its own internal review. Subject to receipt of permanent relief, the Adviser and Distributor believe that the settlements are not likely to have a material adverse eÅect on their ability to perform their respective advisory or distribution services relating to the Portfolios.

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FINANCIAL HIGHLIGHTS

The following Financial Highlights tables for each Portfolio are intended to help you understand the Portfolios' Ñnancial performance for the past 5 years (or for periods since commencement of operations). Certain information reÖects Ñnancial results for a single Portfolio share. Class 1, Class 2 and/or Class 3 shares are not oÅered in all Portfolios. The total returns in each table represent the rate that an investor would have earned on an investment in a Portfolio (assuming reinvestment of all dividends and distributions). Separate Account charges are not reÖected in the total returns. If these amounts were reÖected, returns would be less than those shown. This information has been audited by PricewaterhouseCoopers, LLP, whose report, along with each Portfolio's Ñnancial statements, is included in the Trust's Annual Report to shareholders, which is available upon request.

Net Asset Value beginning of period $11.13 11.07 10.83 10.68 10.69 Net investment income (loss)* $0.37 0.15 0.08 0.10 0.32 Net realized & unrealized gain (loss) on investments $ 0.02 (0.02) 0.00 (0.01) Ì Total from investment operations $ 0.39 0.13 0.08 0.09 0.32 Dividends declared from net investment income $(0.45) (0.37) (0.23) (0.08) (0.09) Dividends from net realized gain on investments $ Ì Ì Ì Ì Ì Net Asset Value end of period $11.07 10.83 10.68 10.69 10.92 Net Assets end of period (000's) Ratio of expenses to average net assets 0.52% 0.52 0.54 0.56 0.54 Ratio of net investment income to average net assets 3.31% 1.37 0.69 0.90 2.91

Period ended 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06

Total distributions $(0.45) (0.37) (0.23) (0.08) (0.09)

Total Return**

Portfolio turnover Ì% Ì Ì Ì Ì

Cash Management Portfolio Class 1

3.48% $600,741 1.22 457,994 0.72 244,351 0.86 227,570 3.04 191,254

Cash Management Portfolio Class 2

11.34 11.05 10.82 10.66 10.68 0.12 0.12 0.06 0.08 0.30 0.03 0.01 (0.01) 0.01 Ì 0.15 0.13 0.05 0.09 0.30 (0.44) (0.36) (0.21) (0.07) (0.08) Ì Ì Ì Ì Ì (0.44) (0.36) (0.21) (0.07) (0.08) 11.05 10.82 10.66 10.68 10.90 1.34 1.22 0.48 0.80 2.80 22,093 82,513 54,706 56,609 46,240 0.68 0.67 0.69 0.71 0.69 1.75 1.13 0.54 0.77 2.75 Ì Ì Ì Ì Ì

Cash Management Portfolio Class 3

10.78 10.81 10.65 10.66 11.22 11.17 11.24 11.92 12.02 0.02 0.04 0.08 0.29 0.84 0.80 0.69 0.65 0.62 0.01 0.01 (0.01) Ì (0.26) (0.02) 0.71 0.07 (0.44) 0.03 0.05 0.07 0.29 0.58 0.78 1.40 0.72 0.18 Ì (0.21) (0.06) (0.07) (0.63) (0.71) (0.72) (0.62) (0.55) Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì (0.21) (0.06) (0.07) (0.63) (0.71) (0.72) (0.62) (0.55) 10.81 10.65 10.66 10.88 11.17 11.24 11.92 12.02 11.65 0.28 0.45 0.63 2.70 5.27 7.17 12.67 6.18 1.60 10,355 59,832 109,704 124,629 258,912 263,378 277,860 279,090 280,564 0.76 0.80 0.81 0.79 0.67 0.65 0.64 0.63 0.62 0.68 0.37 0.75 2.70 7.41 7.17 5.89 5.46 5.23 Ì Ì Ì Ì 83(1) 46(1) 48(1) 33(1) 44

Corporate Bond Portfolio Class 1

Corporate Bond Portfolio Class 2

11.37 11.17 11.23 11.91 12.00 0.43 0.73 0.67 0.63 0.60 Ì 0.03 0.71 0.07 (0.42) 0.43 0.76 1.38 0.70 0.18 (0.63) (0.70) (0.70) (0.61) (0.54) Ì Ì Ì Ì Ì (0.63) (0.70) (0.70) (0.61) (0.54) 11.17 11.23 11.91 12.00 11.64 3.84 6.99 12.53 5.95 1.54 10,530 40,274 55,428 63,706 61,250 0.82 0.80 0.79 0.78 0.77 7.05 6.87 5.73 5.30 5.08 83(1) 46(1) 48(1) 33(1) 44

Corporate Bond Portfolio Class 3

10.83 11.23 11.89 11.99 11.21 10.63 10.97 11.38 11.74 0.20 0.61 0.59 0.58 0.43 0.42 0.36 0.32 0.28 0.20 0.75 0.11 (0.43) 0.02 0.25 0.05 0.18 0.06 0.40 1.36 0.70 0.15 0.45 0.67 0.41 0.50 0.34 Ì (0.70) (0.60) (0.52) (1.03) (0.18) Ì Ì (0.38) Ì Ì Ì Ì Ì (0.15) Ì (0.14) (0.06) Ì (0.70) (0.60) (0.52) (1.03) (0.33) Ì (0.14) (0.44) 11.23 11.89 11.99 11.62 10.63 10.97 11.38 11.74 11.64 3.69 12.31 5.96 1.35 4.03 6.36 3.74 4.38 2.98 2,965 29,614 92,720 142,751 145,556 132,160 114,854 102,785 97,472 0.87 0.90 0.89 0.87 0.81 0.80 0.82 0.83 0.83 5.87 5.56 5.13 4.96 3.84 3.89 3.17 2.79 2.39 46(1) 48(1) 33(1) 44 193 66 115 86 164

Global Bond Portfolio Class 1

Global Bond Portfolio Class 2

11.41 10.63 10.96 11.35 11.69 0.21 0.38 0.33 0.30 0.26 0.04 0.27 0.06 0.18 0.06 0.25 0.65 0.39 0.48 0.32 (1.03) (0.17) Ì Ì (0.37) Ì (0.15) Ì (0.14) (0.06) (1.03) (0.32) Ì (0.14) (0.43) 10.63 10.96 11.35 11.69 11.58 2.17 6.18 3.56 4.22 2.76 2,873 10,931 14,577 16,528 18,586 0.97 0.94 0.97 0.98 0.98 3.46 3.70 3.00 2.63 2.25 193 66 115 86 164

Global Bond Portfolio Class 3

10.68 10.96 11.34 11.66 0.11 0.30 0.28 0.24 0.17 0.08 0.18 0.07 0.28 0.38 0.46 0.31 Ì Ì Ì (0.35) Ì Ì (0.14) (0.06) Ì Ì (0.14) (0.41) 10.96 11.34 11.66 11.56 2.62 3.47 4.04 2.75 848 8,162 17,720 29,074 0.98 1.07 1.09 1.08 3.20 2.82 2.51 2.15 66 115 86 164

(See next page for footnotes.)

81

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Portfolio turnover includes paydowns on securities. Previously, portfolio turnover was calculated prior to including paydowns on securities and was as follows:

2002 Corporate Bond 83%

2003 45%

2004 46%

2005 32%

SunAmerica Series Trust

82

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

High-Yield Bond Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $ 9.08 7.01 5.67 7.00 7.30 $0.98 0.63 0.58 0.61 0.57 $(1.94) (0.98) 1.21 0.35 0.16 $(0.96) (0.35) 1.79 0.96 0.73 $(1.11) (0.99) (0.46) (0.66) (0.77) $ Ì Ì Ì Ì Ì $(1.11) (0.99) (0.46) (0.66) (0.77) $ 7.01 5.67 7.00 7.30 7.26 (10.11)% (3.92) 32.41 14.59 10.65 $255,845 221,410 311,063 269,008 242,766 0.71% 0.75 0.73 0.72 0.74(1) 12.18% 10.09 9.09 8.66 7.75(1) 148%(2) 121(2) 125(2) 88(2) 71

High-Yield Bond Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 8.48 7.00 5.67 6.99 7.28 0.43 0.57 0.55 0.59 0.56 (0.80) (0.92) 1.22 0.35 0.17 (0.37) (0.35) 1.77 0.94 0.73 (1.11) (0.98) (0.45) (0.65) (0.76) Ì Ì Ì Ì Ì (1.11) (0.98) (0.45) (0.65) (0.76) 7.00 5.67 6.99 7.28 7.25 (3.92) (3.87) 32.05 14.29 10.65 4,785 18,881 44,595 44,426 41,544 0.88 0.91 0.88 0.87 0.89(1) 11.22 10.15 8.82 8.49 7.59(1) 148(2) 121(2) 125(2) 88(2) 71

High-Yield Bond Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 5.21 5.67 6.98 7.28 0.18 0.54 0.57 0.54 0.28 1.22 0.37 0.17 0.46 1.76 0.94 0.71 Ì (0.45) (0.64) (0.75) Ì Ì Ì Ì Ì (0.45) (0.64) (0.75) 5.67 6.98 7.28 7.24 8.83 31.84 14.36 10.41 3,165 28,897 42,599 54,144 1.04 0.97 0.97 0.99(1) 10.74 8.51 8.31 7.48(1) 121(2) 125(2) 88(2) 71

Worldwide High Income Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 9.74 7.65 6.54 7.54 7.68 0.93 0.67 0.52 0.56 0.52 (1.85) (0.72) 1.11 0.07 0.10 (0.92) (0.05) 1.63 0.63 0.62 (1.17) (1.06) (0.63) (0.49) (0.63) Ì Ì Ì Ì Ì (1.17) (1.06) (0.63) (0.49) (0.63) 7.65 6.54 7.54 7.68 7.67 (8.61) 0.45 25.40 8.64 8.49 93,599 77,847 92,530 86,357 80,462 1.11(1) 1.15 1.15 1.13 0.97 10.97(1) 9.55 7.16 7.37 6.69 139(2) 103(2) 149(2) 90(2) 48

Worldwide High Income Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 8.92 7.65 6.52 7.52 7.65 0.45 0.62 0.49 0.54 0.50 (0.55) (0.70) 1.13 0.07 0.11 (0.10) (0.08) 1.62 0.61 0.61 (1.17) (1.05) (0.62) (0.48) (0.62) Ì Ì Ì Ì Ì (1.17) (1.05) (0.62) (0.48) (0.62) 7.65 6.52 7.52 7.65 7.64 (0.25) 0.10 25.31 8.38 8.36 1,028 3,247 6,927 8,064 8,336 1.27(1) 1.29 1.30 1.28 1.12 10.53(1) 9.44 7.00 7.22 6.52 139(2) 103(2) 149(2) 90(2) 48

Worldwide High Income Portfolio Class 3

11/11/[email protected]/31/03 01/31/04 01/31/05 01/31/06 6.15 6.52 7.50 7.64 0.14 0.49 0.50 0.48 0.23 1.11 0.11 0.12 0.37 1.60 0.61 0.60 Ì (0.62) (0.47) (0.61) Ì Ì Ì Ì Ì (0.62) (0.47) (0.61) 6.52 7.50 7.64 7.63 6.02 24.95 8.43 8.26 106 718 1,123 1,622 1.36 1.39 1.38 1.22 9.43 6.74 7.06 6.36 103(2) 149(2) 90(2) 48

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Gross of custody credits of 0.01%, for the periods ending January 31, 2002 and January 31, 2006. (2) Portfolio turnover includes paydowns on securities. Previously, portfolio turnover was calculated prior to including paydowns on securities and was as follows: 2002 High-Yield Bond ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 148% Worldwide High IncomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 139 2003 121% 103 2004 125% 149 2005 88% 90

83

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000's) Ratio of expenses to average net assets Ratio of net investment income to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

SunAmerica Balanced Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $17.64 14.02 11.59 13.43 13.82 $0.31 0.25 0.18 0.28 0.31 $(3.12) (2.34) 1.95 0.32 0.30 $(2.81) (2.09) 2.13 0.60 0.61 $(0.33) (0.34) (0.29) (0.21) (0.35) $(0.48) Ì Ì Ì Ì $(0.81) (0.34) (0.29) (0.21) (0.35) $14.02 11.59 13.43 13.82 14.08 (15.86)% $471,194 (14.95) 310,531 18.51 318,419 4.52 275,323 4.55(3) 224,250 0.66% 0.68 0.69 0.72(1) 0.73(1) 2.00% 1.91 1.45 2.03(1) 2.16(1) 322%(2) 611(2) 187(2) 192(2) 227

SunAmerica Balanced Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 15.65 14.01 11.58 13.42 13.80 0.13 0.21 0.16 0.26 0.28 (0.96) (2.31) 1.95 0.31 0.31 (0.83) (2.10) 2.11 0.57 0.59 (0.33) (0.33) (0.27) (0.19) (0.33) (0.48) Ì Ì Ì Ì (0.81) (0.33) (0.27) (0.19) (0.33) 14.01 11.58 13.42 13.80 14.06 (5.26) (15.04) 18.36 4.30 4.40(3) 6,094 19,712 27,532 26,777 23,725 0.82 0.82 0.84 0.87(1) 0.88(1) 1.63 1.72 1.30 1.89(1) 2.01(1) 322(2) 611(2) 187(2) 192(2) 227

SunAmerica Balanced Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 11.84 11.57 13.40 13.78 0.05 0.14 0.25 0.27 (0.32) 1.96 0.31 0.31 (0.27) 2.10 0.56 0.58 Ì (0.27) (0.18) (0.32) Ì Ì Ì Ì Ì (0.27) (0.18) (0.32) 11.57 13.40 13.78 14.04 (2.28) 18.25 4.21 4.31(3) 579 6,581 12,460 12,943 0.89 0.95 0.98(1) 0.98(1) 1.33 1.20 1.86(1) 1.90(1) 611(2) 187(2) 192(2) 227

MFS Total Return Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 16.29 15.39 13.99 16.21 17.56 0.46 0.41 0.36 0.41 0.44 (0.52) (1.34) 2.51 0.97 0.50 (0.06) (0.93) 2.87 1.38 0.94 (0.32) (0.29) (0.65) (0.03) (0.39) (0.52) (0.18) Ì Ì (0.85) (0.84) (0.47) (0.65) (0.03) (1.24) 15.39 13.99 16.21 17.56 17.26 (0.25) (5.96) 20.73 8.53 5.74 469,605 516,660 630,428 660,464 674,833 0.73 0.72(1) 0.74(1) 0.74(1) 0.71(1) 2.93 2.81(1) 2.37(1) 2.42(1) 2.48(1) 108(2) 73(2) 56(2) 64(2) 44

MFS Total Return Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 16.17 15.38 13.97 16.21 17.54 0.20 0.36 0.33 0.38 0.41 (0.16) (1.31) 2.52 0.98 0.51 0.04 (0.95) 2.85 1.36 0.92 (0.31) (0.28) (0.61) (0.03) (0.37) (0.52) (0.18) Ì Ì (0.85) (0.83) (0.46) (0.61) (0.03) (1.22) 15.38 13.97 16.21 17.54 17.24 0.39 (6.12) 20.58 8.40 5.59 20,010 92,257 141,025 146,906 140,809 0.88 0.87(1) 0.89(1) 0.89(1) 0.86(1) 2.39 2.62(1) 2.21(1) 2.27(1) 2.33(1) 108(2) 73(2) 56(2) 64(2) 44

MFS Total Return Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 13.61 13.97 16.21 17.52 0.09 0.30 0.36 0.38 0.27 2.53 0.98 0.52 0.36 2.83 1.34 0.90 Ì (0.59) (0.03) (0.35) Ì Ì Ì (0.85) Ì (0.59) (0.03) (1.20) 13.97 16.21 17.52 17.22 2.65 20.43 8.27 5.50 6,325 59,339 141,874 205,505 0.98(1) 0.99(1) 0.99(1) 0.96(1) 2.24(1) 2.05(1) 2.19(1) 2.22(1) 73(2) 56(2) 64(2) 44

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income to average net assets would have been higher by the following: 1/03 1/04 1/05 1/06 SunAmerica Balanced Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì% Ì% 0.00% 0.02% SunAmerica Balanced Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì 0.00 0.02 SunAmerica Balanced Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì 0.00 0.02 MFS Total Return Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 0.02 0.02 0.01 MFS Total Return Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 0.02 0.02 0.01 MFS Total Return Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 0.02 0.02 0.01 (2) Portfolio turnover includes paydowns on securities. Previously, portfolio turnover was calculated prior to including paydowns on securities and was as follows: 2002 2003 2004 2005 SunAmerica Balanced ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 322% 611% 186% 192% MFS Total Return ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 105 68 49 60 (3) The Portfolio's total return was decreased by less than 0.01% from losses on the disposal of investments in violation of investment restrictions.

SunAmerica Series Trust

84

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

Telecom Utility Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $12.39 10.01 6.84 7.97 8.65 $0.70 0.41 0.36 0.34 0.32 $(2.70) (2.71) 1.25 0.75 0.60 $(2.00) (2.30) 1.61 1.09 0.92 $(0.38) (0.87) (0.48) (0.41) (0.39) $ Ì Ì Ì Ì Ì $(0.38) (0.87) (0.48) (0.41) (0.39) $10.01 6.84 7.97 8.65 9.18 (16.46)% $84,766 (22.90) 52,982 24.12 50,898 14.11 50,866 10.90 43,498 0.85%(1) 0.95(2) 0.98(2) 0.97(2) 0.91(2) 6.09%(1) 4.82(2) 4.83(2) 4.10(2) 3.54(2) 102% 123 19 29 6

Telecom Utility Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 11.97 10.01 6.84 7.96 8.64 0.32 0.38 0.35 0.32 0.31 (1.91) (2.69) 1.24 0.76 0.60 (1.59) (2.31) 1.59 1.08 0.91 (0.37) (0.86) (0.47) (0.40) (0.38) Ì Ì Ì Ì Ì (0.37) (0.86) (0.47) (0.40) (0.38) 10.01 6.84 7.96 8.64 9.17 (13.56) (22.99) 23.78 13.97 10.76 1,421 3,466 3,835 4,427 4,739 1.01(1) 1.12(2) 1.13(2) 1.12(2) 1.06(2) 5.16(1) 4.90(2) 4.64(2) 3.94(2) 3.37(2) 102 123 19 29 6

Telecom Utility Portfolio Class 3

11/11/[email protected]/31/03 01/31/04 01/31/05 01/31/06 6.75 6.84 7.95 8.63 0.09 0.33 0.33 0.29 Ì 1.25 0.74 0.61 0.09 1.58 1.07 0.90 Ì (0.47) (0.39) (0.37) Ì Ì Ì Ì Ì (0.47) (0.39) (0.37) 6.84 7.95 8.63 9.16 1.33 23.61 13.89 10.67 103 188 142 278 1.29(2) 1.23(2) 1.22(2) 1.15(2) 6.18(2) 4.41(2) 4.07(2) 3.24(2) 123 19 29 6

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Gross of custody credits of 0.01% (2) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income to average net assets would have been higher by the following: 1/03 Telecom Utility Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Telecom Utility Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Telecom Utility Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.07% 0.08 0.07 1/04 0.04% 0.04 0.04 1/05 0.01% 0.01 0.01 1/06 0.03% 0.03 0.03

85

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

Growth-Income Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $29.05 21.75 16.88 22.25 23.25 $0.15 0.16 0.13 0.10 0.14 $ (6.00) (4.86) 5.43 1.06 3.11 $(5.85) (4.70) 5.56 1.16 3.25 $(0.19) (0.17) (0.19) (0.16) (0.14) $(1.26) Ì Ì Ì Ì $(1.45) (0.17) (0.19) (0.16) (0.14) $21.75 16.88 22.25 23.25 26.36 (19.96)% (21.61) 33.04 5.25 14.05 $1,450,218 877,271 981,864 831,173 715,382 0.58% 0.59(1) 0.64(1) 0.64(1) 0.61(1) 0.62% 0.79(1) 0.62(1) 0.43(1) 0.58(1) 56% 45 56 44 36

Growth-Income Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 25.28 21.74 16.86 22.22 23.22 0.05 0.12 0.10 0.07 0.11 (2.15) (4.85) 5.42 1.06 3.10 (2.10) (4.73) 5.52 1.13 3.21 (0.18) (0.15) (0.16) (0.13) (0.10) (1.26) Ì Ì Ì Ì (1.44) (0.15) (0.16) (0.13) (0.10) 21.74 16.86 22.22 23.22 26.33 (8.11) (21.75) 32.84 5.12 13.90 14,959 35,928 49,786 44,957 42,623 0.74 0.74(1) 0.79(1) 0.79(1) 0.76(1) 0.44 0.64(1) 0.46(1) 0.28(1) 0.43(1) 56 45 56 44 36

Growth-Income Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 16.90 16.85 22.20 23.19 0.03 0.07 0.04 0.08 (0.08) 5.44 1.06 3.10 (0.05) 5.51 1.10 3.18 Ì (0.16) (0.11) (0.08) Ì Ì Ì Ì Ì (0.16) (0.11) (0.08) 16.85 22.20 23.19 26.29 (0.30) 32.76 4.99 13.77 2,139 10,635 18,873 21,564 0.81(1) 0.90(1) 0.89(1) 0.86(1) 0.53(1) 0.31(1) 0.15(1) 0.32(1) 45 56 44 36

Federated American Leaders Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 16.72 14.84 11.61 15.24 16.06 0.16 0.19 0.21 0.23 0.25 (1.44) (3.27) 3.63 0.82 1.09 (1.28) (3.08) 3.84 1.05 1.34 (0.21) (0.15) (0.21) (0.23) (0.26) (0.39) Ì Ì Ì Ì (0.60) (0.15) (0.21) (0.23) (0.26) 14.84 11.61 15.24 16.06 17.14 (7.53) (20.76) 33.25 6.95(2) 8.50 270,692 191,653 224,293 203,016 176,962 0.76 0.76(1) 0.84(1) 0.80(1) 0.76(1) 1.05 1.41(1) 1.55(1) 1.47(1) 1.46(1) 33 32 31 54 55

Federated American Leaders Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 16.11 14.84 11.59 15.22 16.04 0.07 0.16 0.19 0.21 0.22 (0.75) (3.28) 3.63 0.82 1.09 (0.68) (3.12) 3.82 1.03 1.31 (0.20) (0.13) (0.19) (0.21) (0.24) (0.39) Ì Ì Ì Ì (0.59) (0.13) (0.19) (0.21) (0.24) 14.84 11.59 15.22 16.04 17.11 (4.07) (20.98) 33.13 6.83(2) 8.29 6,864 16,432 22,101 23,450 21,346 0.91 0.92(1) 0.99(1) 0.95(1) 0.91(1) 0.92 1.30(1) 1.40(1) 1.32(1) 1.31(1) 33 32 31 54 55

Federated American Leaders Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 11.10 11.59 15.20 16.02 0.05 0.16 0.19 0.20 0.44 3.64 0.82 1.10 0.49 3.80 1.01 1.30 Ì (0.19) (0.19) (0.23) Ì Ì Ì Ì Ì (0.19) (0.19) (0.23) 11.59 15.20 16.02 17.09 4.41 32.92 6.75(2) 8.20 1,119 9,470 33,299 49,769 0.98(1) 1.09(1) 1.06(1) 1.01(1) 1.32(1) 1.19(1) 1.21(1) 1.19(1) 32 31 54 55

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/03 Growth-Income Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01% Growth-Income Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 Growth-Income Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 Federated American Leaders Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 Federated American Leaders Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.02 Federated American Leaders Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 (2) The Portfolios performance Ñgure was decreased by less than 0.01% from losses 1/04 1/05 1/06 0.01% 0.01 0.01 0.05 0.05 0.04 investments in violation of investment restrictions. 0.04% 0.03% 0.04 0.03 0.04 0.03 0.07 0.04 0.07 0.04 0.07 0.05 on the disposal of

SunAmerica Series Trust

86

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

Davis Venture Value Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $29.37 20.58 17.21 23.72 25.94 $0.12 0.15 0.21 0.24 0.28 $(4.78) (3.40) 6.47 2.20 3.25 $(4.66) (3.25) 6.68 2.44 3.53 $(0.13) (0.12) (0.17) (0.22) (0.28) $(4.00) Ì Ì Ì Ì $(4.13) (0.12) (0.17) (0.22) (0.28) $20.58 17.21 23.72 25.94 29.19 (15.57)% (15.79) 38.95 10.35 13.71 $2,323,050 1,612,985 2,004,101 1,913,355 1,819,150 0.76% 0.75 0.77 0.79(1) 0.76(1) 0.49% 0.81 1.03 1.03(1) 1.04(1) 30% 17 13 9 14

Davis Venture Value Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 26.21 20.57 17.20 23.69 25.90 0.05 0.12 0.17 0.22 0.24 (1.57) (3.39) 6.47 2.18 3.25 (1.52) (3.27) 6.64 2.40 3.49 (0.12) (0.10) (0.15) (0.19) (0.24) (4.00) Ì Ì Ì Ì (4.12) (0.10) (0.15) (0.19) (0.24) 20.57 17.20 23.69 25.90 29.15 (5.48) (15.88) 38.68 10.18 13.57 33,826 95,566 176,392 214,007 224,338 0.92 0.90 0.92 0.94(1) 0.91(1) 0.43 0.69 0.84 0.87(1) 0.88(1) 30 17 13 9 14

Davis Venture Value Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 16.49 17.19 23.66 25.86 0.03 0.12 0.22 0.20 0.67 6.49 2.15 3.27 0.70 6.61 2.37 3.47 Ì (0.14) (0.17) (0.22) Ì Ì Ì Ì Ì (0.14) (0.17) (0.22) 17.19 23.66 25.86 29.11 4.24 38.54 10.06 13.49 7,105 88,056 232,729 370,408 0.97 1.03 1.04(1) 1.01(1) 0.48 0.61 0.74(1) 0.73(1) 17 13 9 14

""Dogs'' of Wall Street Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 9.02 9.38 7.99 10.06 10.37 0.20 0.22 0.24 0.21 0.24 0.36 (1.44) 2.07 0.35 0.04 0.56 (1.22) 2.31 0.56 0.28 (0.20) (0.17) (0.24) (0.25) (0.26) Ì Ì Ì Ì (0.02) (0.20) (0.17) (0.24) (0.25) (0.28) 9.38 7.99 10.06 10.37 10.37 6.34 (13.07) 29.27 5.67 2.91 112,588 99,103 105,109 92,258 68,668 0.71 0.69 0.71 0.71 0.70(1) 2.22 2.42 2.67 2.05 2.26(1) 35 67 56 30 26

""Dogs'' of Wall Street Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 9.15 9.38 7.98 10.05 10.36 0.09 0.19 0.22 0.19 0.22 0.34 (1.43) 2.08 0.35 0.04 0.43 (1.24) 2.30 0.54 0.26 (0.20) (0.16) (0.23) (0.23) (0.24) Ì Ì Ì Ì (0.02) (0.20) (0.16) (0.23) (0.23) (0.26) 9.38 7.98 10.05 10.36 10.36 4.79 (13.26) 29.12 5.54 2.75 3,049 10,735 20,038 22,040 19,414 0.86 0.84 0.86 0.86 0.85(1) 1.78 2.29 2.46 1.91 2.10(1) 35 67 56 30 26

""Dogs'' of Wall Street Portfolio Class 3

7.90 7.98 10.04 10.34 0.05 0.19 0.18 0.21 0.03 2.10 0.34 0.05 0.08 2.29 0.52 0.26 Ì (0.23) (0.22) (0.23) Ì Ì Ì (0.02) Ì (0.23) (0.22) (0.25) 7.98 10.04 10.34 10.35 1.01 28.95 5.34 2.75 569 6,743 12,628 12,873 0.92 0.96 0.96 0.95(1) 1.91 2.21 1.81 2.01(1) 67 56 30 26

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/05 Davis Venture Value Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Venture Value Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Davis Venture Value Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ ""Dogs'' of Wall Street Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.00% 0.00 0.01 Ì Ì Ì 1/06 0.01% 0.01 0.00 0.00 0.00 0.00

87

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period $28.20 19.41 13.53 17.84 18.08 Net investment income (loss)* $ 0.04 0.03 0.05 0.06 0.02 Total from investment operations $(6.57) (5.84) 4.35 0.30 5.09 Dividends declared from net investment income $ Ì (0.04) (0.04) (0.06) (0.08) Dividends from net realized gain on investments $(2.22) Ì Ì Ì Ì Net Asset Value end of period $19.41 13.53 17.84 18.08 23.09 Net Assets end of period (000's) $1,928,115 1,007,655 1,105,466 873,722 878,869 Ratio of expenses to average net assets 0.65% 0.65(1) 0.68(1) 0.70(1) 0.66(1) Ratio of net investment income (loss) to average net assets 0.17% 0.19(1) 0.27(1) 0.31(1) 0.10(1)

Period ended 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06

Net realized & unrealized gain (loss) on investments $(6.61) (5.87) 4.30 0.24 5.07

Total distributions $(2.22) (0.04) (0.04) (0.06) (0.08)

Total Return** (23.05)% (30.08) 32.17 1.68 28.23

Portfolio turnover 86% 51 63 82 66

Alliance Growth Portfolio Class 1

Alliance Growth Portfolio Class 2

22.75 19.40 13.52 17.82 18.06 (0.01) 0.01 0.02 0.04 (0.01) (1.12) (5.86) 4.30 0.23 5.06 (1.13) (5.85) 4.32 0.27 5.05 Ì (0.03) (0.02) (0.03) (0.05) (2.22) Ì Ì Ì Ì (2.22) (0.03) (0.02) (0.03) (0.05) 19.40 13.52 17.82 18.06 23.06 (4.67) (30.17) 31.94 1.54 28.03 20,918 42,038 67,731 70,604 82,966 0.81 0.80(1) 0.83(1) 0.85(1) 0.81(1) (0.10) 0.07(1) 0.10(1) 0.17(1) (0.06)(1) 86 51 63 82 66

Alliance Growth Portfolio Class 3

14.17 13.51 17.80 18.03 9.92 6.79 5.12 6.64 7.32 0.01 (0.01) 0.03 (0.03) (0.04) (0.01) 0.00 0.03 0.02 (0.67) 4.31 0.22 5.07 (3.09) (1.66) 1.52 0.65 0.65 (0.66) 4.30 0.25 5.04 (3.13) (1.67) 1.52 0.68 0.67 Ì (0.01) (0.02) (0.04) Ì Ì Ì Ì (0.04) Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì (0.01) (0.02) (0.04) Ì Ì Ì Ì (0.04) 13.51 17.80 18.03 23.03 6.79 5.12 6.64 7.32 7.95 (4.66) 31.85 1.40 27.96 (31.55) (24.59) 29.69 10.24 9.15 2,490 27,900 71,682 123,871 28,382 23,828 24,076 21,290 18,639 0.88(1) 0.94(1) 0.95(1) 0.91(1) 0.19(1) (0.07)(1) 0.12(1) (0.17)(1) 51 63 82 66 144 198 52 50 58

Goldman Sachs Research Portfolio Class 1

1.35(2) (0.49)(2) 1.35(2) (0.21)( 2) 1.35(2) (0.03)(2) 1.35(1)(2) 0.39(1)(2) 1.32(1)(2) 0.31(1)(2)

Goldman Sachs Research Portfolio Class 2

8.11 6.78 5.11 6.61 7.28 (0.03) (0.02) (0.01) 0.02 0.01 (1.30) (1.65) 1.51 0.65 0.64 (1.33) (1.67) 1.50 0.67 0.65 Ì Ì Ì Ì (0.03) Ì Ì Ì Ì Ì Ì Ì Ì Ì (0.03) 6.78 5.11 6.61 7.28 7.90 (16.40) (24.63) 29.35 10.14 8.90 2,049 4,085 6,360 6,649 6,043 1.50(2) (0.75)(2) 1.50(2) (0.37)( 2) 1.50(2) (0.19)(2) 1.50(1)(2) 0.25(1)(2) 1.47(1)(2) 0.16(1)(2) 144 198 52 50 58

Goldman Sachs Research Portfolio Class 3

4.90 5.11 6.61 7.27 (0.01) (0.02) 0.01 0.00 0.22 1.52 0.65 0.63 0.21 1.50 0.66 0.63 Ì Ì Ì (0.02) Ì Ì Ì Ì Ì Ì Ì (0.02) 5.11 6.61 7.27 7.88 4.29 29.35 9.98 8.67 119 418 1,129 1,912 1.60(2) (0.56)(2) 1.60(2) (0.30)(2) 1.60(1)(2) 0.17(1)(2) 1.57(1)(2) 0.03(1)(2) 198 52 50 58

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/03 1/04 1/05 1/06 Alliance Growth Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.00% 0.02% 0.03% 0.02% Alliance Growth Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 0.02 0.03 0.02 Alliance Growth Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.02 0.02 0.03 0.02 Goldman Sachs Research Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì 0.01 0.01 Goldman Sachs Research Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì 0.01 0.01 Goldman Sachs Research Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì 0.01 0.01 (2) During the below stated periods, the investment adviser either waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two Ñscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Expenses Net Investment Income (Loss) 1/02 1/03 1/04 1/05 1/06 1/02 1/03 1/04 1/05 1/06 Goldman Sachs Research Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Research Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goldman Sachs Research Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.49% 1.70 Ì 1.44% 1.53% 1.58 1.68 1.60 1.77 1.52% 1.67 1.77 1.20% 1.35 1.43 (0.63)% (0.30)% (0.21)% 0.22% (0.94) (0.44) (0.37) 0.09 Ì (0.56) (0.47) 0.02 0.43% 0.28 0.17

SunAmerica Series Trust

88

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period $13.77 10.79 8.35 10.58 11.45 Net investment income (loss)* $ 0.08 0.07 0.08 0.08 0.08 Total from investment operations $(2.37) (2.36) 2.31 0.96 1.40 Dividends declared from net investment income $(0.07) (0.08) (0.08) (0.09) (0.10) Dividends from net realized gain on investments $(0.54) Ì Ì Ì Ì Net Asset Value end of period $10.79 8.35 10.58 11.45 12.75 Net Assets end of period (000s) Ratio of expenses to average net assets 0.78% 0.78(1) 0.82(1) 0.80(1) 0.78(1) Ratio of net investment income (loss) to average net assets 0.66% 0.73(1) 0.81(1) 0.74(1) 0.65(1)

Period ended 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06

Net realized & unrealized gain (loss) on investments $(2.45) (2.43) 2.23 0.88 1.32

Total distributions $(0.61) (0.08) (0.08) (0.09) (0.10)

Total Return**

Portfolio turnover 82% 65 93 78 45

MFS Massachusetts Investors Trust Portfolio Class 1

(17.15)% $323,404 (21.88) 210,436 27.73 237,182 9.14 211,786 12.28 191,335

MFS Massachusetts Investors Trust Portfolio Class 2

12.10 10.80 8.35 10.58 11.44 0.02 0.06 0.07 0.06 0.06 (0.71) (2.44) 2.23 0.87 1.33 (0.69) (2.38) 2.30 0.93 1.39 (0.07) (0.07) (0.07) (0.07) (0.08) (0.54) Ì Ì Ì Ì (0.61) (0.07) (0.07) (0.07) (0.08) 10.80 8.35 10.58 11.44 12.75 (5.67) (22.04) 27.56 8.90 12.22 5,674 17,154 29,479 31,442 30,111 0.93 0.92(1) 0.97(1) 0.95(1) 0.93(1) 0.37 0.62(1) 0.65(1) 0.58(1) 0.49(1) 82 65 93 78 45

MFS Massachusetts Investors Trust Portfolio Class 3

8.20 8.35 10.57 11.43 20.85 14.89 11.03 14.25 14.12 0.02 0.05 0.06 0.05 0.02 0.03 0.01 0.07 0.00 0.13 2.23 0.87 1.32 (5.39) (3.87) 3.24 (0.18) 1.60 0.15 2.28 0.93 1.37 (5.37) (3.84) 3.25 (0.11) 1.60 Ì (0.06) (0.07) (0.07) Ì (0.02) (0.03) (0.02) (0.09) Ì Ì Ì Ì (0.59) Ì Ì Ì Ì Ì (0.06) (0.07) (0.07) (0.59) (0.02) (0.03) (0.02) (0.09) 8.35 10.57 11.43 12.73 14.89 11.03 14.25 14.12 15.63 1.83 27.40 8.82 12.04 (25.71) (25.77) 29.51 (0.78) 11.40 1,353 16,650 35,551 49,378 486,747 271,199 288,148 232,556 201,063 0.99(1) 1.08(1) 1.06(1) 1.03(1) 0.82 0.86(1) 0.93(1) 0.93(1) 0.92(1)(2) 0.53(1) 0.50(1) 0.45(1) 0.37(1) 0.11 0.19(1) 0.08(1) 0.48(1) (0.04)(1)(2) 65 93 78 45 94 120 56 71 116

Putnam Growth: Voyager Portfolio Class 1

Putnam Growth: Voyager Portfolio Class 2

17.41 14.88 11.02 14.23 14.10 Ì 0.01 0.00 0.05 (0.02) (1.94) (3.86) 3.22 (0.18) 1.60 (1.94) (3.85) 3.22 (0.13) 1.58 Ì (0.01) (0.01) Ì (0.07) (0.59) Ì Ì Ì Ì (0.59) (0.01) (0.01) Ì (0.07) 14.88 11.02 14.23 14.10 15.61 (11.09) (25.87) 29.27 (0.91) 11.25 3,960 8,977 11,344 9,324 9,244 0.99 1.01(1) 1.08(1) 1.08(1) 1.07(1)(2) (0.05) 0.09(1) (0.08)(1) 0.33(1) (0.20)(1)(2) 94 120 56 71 116

Putnam Growth: Voyager Portfolio Class 3

10.88 11.02 14.22 14.06 Ì (0.02) 0.05 (0.04) 0.14 3.23 (0.21) 1.61 0.14 3.21 (0.16) 1.57 Ì (0.01) Ì (0.06) Ì Ì Ì Ì Ì (0.01) Ì (0.06) 11.02 14.22 14.06 15.57 1.29 29.14 (1.13) 11.18 577 2,260 3,343 5,445 1.09(1) 1.18(1) 1.18(1) 1.17(1)(2) 0.00(1) (0.22)(1) 0.32(1) (0.32)(1)(2) 120 56 71 116

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/03 1/04 1/05 1/06 MFS Massachusetts Investors Trust Class 1 ÏÏÏÏÏ 0.02% 0.05% 0.02% 0.01% MFS Massachusetts Investors Trust Class 2 ÏÏÏÏÏ 0.02 0.05 0.02 0.01 MFS Massachusetts Investors Trust Class 3 ÏÏÏÏÏ 0.02 0.05 0.02 0.01 Putnam Growth: Voyager Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01 0.04 0.02 0.04 Putnam Growth: Voyager Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.02 0.04 0.02 0.04 Putnam Growth: Voyager Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.02 0.04 0.02 0.03 (2) During the below stated periods, the investment adviser waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios. If all fees and expenses had been incurred by the Portfolio, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Net Investment Expenses Income (Loss) 1/06 1/06 Putnam Growth: Voyager Portfolio Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam Growth: Voyager Portfolio Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Putnam Growth: Voyager Portfolio Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.95%(1) 1.10(1) 1.21(1) (0.01)%(1) (0.17)(1) (0.29)(1)

89

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period $ 8.79 6.62 4.76 6.18 6.21 7.31 6.62 4.76 6.17 6.20 4.76 4.76 6.17 6.19 10.40 10.80 10.89 15.62 18.19 11.04 10.79 10.87 15.59 18.15 10.93 10.87 15.57 18.12 10.44 10.77 8.60 12.15 14.94 16.88 Net investment income (loss)* $ 0.03 0.01 0.01 0.03 0.01 Ì 0.00 0.00 0.03 0.00 0.00 0.00 0.02 0.00 0.56 0.55 0.50 0.41 0.34 0.37 0.54 0.46 0.38 0.31 0.19 0.30 0.35 0.28 (0.04) (0.04) (0.03) 0.09 0.00 (0.08) Total from investment operations $(2.17) (1.84) 1.43 0.04 0.49 (0.69) (1.85) 1.41 0.03 0.49 0.00 1.41 0.02 0.48 0.72 0.37 5.08 3.04 5.34 0.07 0.35 5.06 3.01 5.29 (0.06) 5.03 2.99 5.29 0.62 (1.57) 3.55 2.79 3.21 1.27 Dividends declared from net investment income $ Ì (0.02) (0.01) (0.01) (0.04) Ì (0.01) (0.00) (0.00) (0.03) Ì Ì Ì (0.02) (0.32) (0.28) (0.35) (0.47) (0.42) (0.32) (0.27) (0.34) (0.45) (0.39) Ì (0.33) (0.44) (0.37) Ì Ì Ì Ì (0.11) (0.11) Dividends from net realized gain on investments $ Ì Ì Ì Ì Ì Net Asset Value end of period $ 6.62 4.76 6.18 6.21 6.66 6.62 4.76 6.17 6.20 6.66 4.76 6.17 6.19 6.65 10.80 10.89 15.62 18.19 21.56 10.79 10.87 15.59 18.15 21.50 10.87 15.57 18.12 21.47 10.77 8.60 12.15 14.94 17.10 17.10 Net Assets end of period (000s) $ 29,342 20,303 33,277 29,798 29,581 2,624 7,681 13,868 13,882 12,399 405 4,677 8,058 10,795 85,794 95,829 139,355 154,304 165,987 1,726 10,974 23,007 29,362 32,483 829 12,542 29,641 53,320 6,056 5,782 8,562 10,462 10,218 110 Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets 0.36%(2) 0.20(2) 0.19(2) 0.55(2)(3) 0.18(2)(3) (0.01)(2) 0.08(2) 0.04(2) 0.42(2)(3) 0.03(2)(3)

Period ended 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/13/[email protected]/31/06

Net realized & unrealized gain (loss) on investments $(2.20) (1.85) 1.42 0.01 0.48 (0.69) (1.85) 1.41 0.00 0.49 0.00 1.41 Ì 0.48 0.16 (0.18) 4.58 2.63 5.00 (0.30) (0.19) 4.60 2.63 4.98 (0.25) 4.73 2.64 5.01 0.66 (1.53) 3.58 2.70 3.21 1.35

Total distributions $ Ì (0.02) (0.01) (0.01) (0.04) Ì (0.01) (0.00) (0.00) (0.03) Ì Ì Ì (0.02) (0.32) (0.28) (0.35) (0.47) (1.97) (0.32) (0.27) (0.34) (0.45) (1.94) Ì (0.33) (0.44) (1.94) (0.29) (0.60) Ì Ì (1.05) (1.05)

Total Return** (24.64)% (27.85) 30.04 0.65 7.89 (9.41) (27.93) 29.66 0.52 7.91 0.00 29.62 0.32 7.82 7.12 3.41 47.02 19.58 31.37 0.78 3.24 46.84 19.42 31.15 (0.55) 46.62 19.30 31.08 6.29 (14.54) 41.28 22.96 22.64 8.55

Portfolio turnover 125% 103 124 158 109 125 103 124 158 109

Blue Chip Growth Portfolio Class 1

0.85%(2) 0.85(2) 0.85(2) 0.85(2)(3) 0.85(2)(3) 1.00(2) 1.00(2) 1.00(2) 1.00(2)(3) 1.00(2)(3) 1.11(2) 1.10(2) 1.10(2)(3) 1.10(2)(3) 0.92 0.89 0.88 0.86(3) 0.85(3) 1.07 1.03 1.03 1.01(3) 1.00(3) 1.12 1.13 1.12(3) 1.10(3) 1.40(1)(2) 1.49(2) 1.60(2) 1.60(2) 1.60(2) 1.85(2)

Blue Chip Growth Portfolio Class 2

Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì (1.55) Ì Ì Ì Ì (1.55) Ì Ì Ì (1.55) (0.29) (0.60) Ì Ì (0.94) (0.94)

Blue Chip Growth Portfolio Class 3

(0.05)(1)(2) 103 (0.07)(2) 124 0.38(2)(3) 158 (0.08)(2)(3) 109 5.32 4.89 3.76 2.38(3) 1.69(3) 6.30 5.10 3.48 2.23(3) 1.54(3) 5.61 2.33 2.11(3) 1.43(3) 62 52 18 33 23 62 52 18 33 23 52 18 33 23

Real Estate Portfolio Class 1

Real Estate Portfolio Class 2

Real Estate Portfolio Class 3

Small Company Value Portfolio Class 1

(0.37)(1)(2) 54 (0.41)(2) 124 (0.31)(2) 22 0.66(2) 22 0.01(2) 16 (0.54)(2) 16

Small Company Value Portfolio Class 3

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reflect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) The ratios reÖect an expense cap of 1.40% which is net of custody credits (0.01%). (2) During the below stated periods, the investment adviser either waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two fiscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Expenses Net Investment Income (Loss) 1/02 1/03 1/04 1/05 1/06 1/02 1/03 1/04 1/05 1/06 Blue Chip Growth Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.16% 0.94% 0.94% 0.92% 0.94%(3) 0.05% 0.11% 0.10% 0.49% 0.27%(3) Blue Chip Growth Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.25 1.06 1.09 1.07 1.09(3) (0.26) 0.02 (0.05) 0.36 0.12(3) Blue Chip Growth Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì 1.11 1.18 1.17 1.19(3) Ì (0.05) (0.15) 0.31 0.01(3) Small Company Value Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2.08 2.08 2.27 2.00 1.82 (1.93) (0.99) (0.98) 0.26 (0.21) Small Company Value Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Ì Ì 2.03 Ì Ì Ì Ì (0.72) (3) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/05 1/06 Blue Blue Blue Real Real Real Chip Growth Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Chip Growth Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Chip Growth Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Estate Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Estate Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Estate Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.00% 0.00 0.00 0.00 0.00 0.00 0.05% 0.05 0.05 0.00 0.00 0.00

SunAmerica Series Trust

90

FINANCIAL HIGHLIGHTS (continued)

Net Net Total Dividends Asset invest- Net realized from declared Value ment & unrealized investfrom net beginning income gain (loss) on ment investment of period (loss)* investments operations income $18.99 10.00 5.81 8.34 8.75 $(0.03) (0.03) (0.03) (0.04) (0.03) $(6.58) (4.16) 2.56 0.45 1.11 $(6.61) (4.19) 2.53 0.41 1.08 $ Ì Ì Ì Ì Ì Dividends Dividends declared from net from net realized return of gain on Total capital investments distributions $ Ì Ì Ì Ì Ì $(2.38) Ì Ì Ì Ì $(2.38) Ì Ì Ì Ì Net Asset Value end of period $10.00 5.81 8.34 8.75 9.83 Net Assets end of period (000's) Ratio of expenses to average net assets 0.82%(1) 0.84(2) 0.87(2) 0.84(2) 0.82(2) Ratio of net investment income (loss) to average net assets (0.25)%(1) (0.48)(2) (0.47)(2) (0.57)(2) (0.33)(2)

Period ended 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06

Total Return**

Portfolio turnover 96% 164 92 79 83

MFS Mid-Cap Growth Portfolio Class 1

(34.93)% $280,024 (41.90) 123,948 43.55 199,807 4.92 164,512 12.34 144,202

MFS Mid-Cap Growth Portfolio Class 2

15.37 9.99 5.80 8.30 8.71 (0.04) (0.03) (0.04) (0.06) (0.04) (2.96) (4.16) 2.54 0.47 1.09 (3.00) (4.19) 2.50 0.41 1.05 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì (2.38) Ì Ì Ì Ì (2.38) Ì Ì Ì Ì 9.99 5.80 8.30 8.71 9.76 (19.67) (41.94) 43.10 4.94 12.06 11,418 25,369 53,167 54,901 52,229 0.98(1) 1.00(2) 1.02(2) 0.99(2) 0.97(2) (0.61)(1) (0.55)(2) (0.63)(2) (0.72)(2) (0.48)(2) 96 164 92 79 83

MFS Mid-Cap Growth Portfolio Class 3

5.47 5.79 8.29 8.68 17.72 8.84 6.67 8.86 10.10 (0.01) (0.05) (0.07) (0.05) 0.03 (0.02) (0.03) (0.02) 0.01 0.33 2.55 0.46 1.10 (5.77) (2.13) 2.22 1.26 1.50 0.32 2.50 0.39 1.05 (5.74) (2.15) 2.19 1.24 1.51 Ì Ì Ì Ì (0.05) (0.02) Ì Ì Ì Ì Ì Ì Ì Ì (0.00) Ì Ì Ì Ì Ì Ì Ì (3.09) Ì Ì Ì Ì Ì Ì Ì Ì (3.14) (0.02) Ì Ì Ì 5.79 8.29 8.68 9.73 8.84 6.67 8.86 10.10 11.61 5.85 43.18 4.70 12.10 (31.71) (24.28) 32.83 14.00 14.95 2,406 32,377 55,283 75,391 293,084 156,449 198,390 189,042 174,880 1.04(2) 1.12(2) 1.09(2) 1.07(2) 0.75 0.77 0.79 0.80(2) 0.79(2) (0.35)(2) (0.77)(2) (0.82)(2) (0.58)(2) 0.21 (0.24) (0.39) (0.26)(2) 0.05(2) 164 92 79 83 229 150 103 89 121

Aggressive Growth Portfolio Class 1

Aggressive Growth Portfolio Class 2

14.39 8.84 6.67 8.85 10.07 (0.02) (0.03) (0.04) (0.04) 0.00 (2.39) (2.12) 2.22 1.26 1.49 (2.41) (2.15) 2.18 1.22 1.49 (0.05) (0.02) Ì Ì Ì Ì (0.00) Ì Ì Ì (3.09) Ì Ì Ì Ì (3.14) (0.02) Ì Ì Ì 8.84 6.67 8.85 10.07 11.56 (15.94) (24.37) 32.68 13.79 14.80 2,905 6,878 13,218 13,703 15,101 0.92 0.92 0.94 0.95(2) 0.94(2) (0.32) (0.38) (0.55) (0.41)(2) (0.09)(2) 229 150 103 89 121

Aggressive Growth Portfolio Class 3

6.79 6.67 8.84 10.04 (0.01) (0.05) (0.05) (0.01) (0.11) 2.22 1.25 1.49 (0.12) 2.17 1.20 1.48 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì 6.67 8.84 10.04 11.52 (1.77) 32.53 13.57 14.74 301 3,219 7,552 12,071 0.99 1.05 1.05(2) 1.04(2) (0.46) (0.68) (0.51)(2) (0.17)(2) 150 103 89 121

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) During the below stated periods, the investment adviser either waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two fiscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows:

Expenses 1/02

Net Investment Income (Loss) 1/02

MFS Mid-Cap Growth Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.82% (0.25)% MFS Mid-Cap Growth Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.95 (0.61) MFS Mid-Cap Growth Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì (2) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following:

1/03

MFS Mid-Cap Growth Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Mid-Cap Growth Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ MFS Mid-Cap Growth Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Aggressive Growth Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Aggressive Growth Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Aggressive Growth Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.02% 0.03 0.02 Ì Ì Ì

1/04

0.05% 0.05 0.05 Ì Ì Ì

1/05

0.02% 0.02 0.02 0.00 0.00 0.00

1/06

0.03% 0.03 0.03 0.05 0.05 0.05

91

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

Growth Opportunities Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $8.93 5.85 3.50 4.95 4.99 $(0.02) (0.03) (0.02) (0.02) (0.02) $(3.06) (2.32) 1.47 0.06 1.07 $(3.08) (2.35) 1.45 0.04 1.05 $ Ì Ì Ì Ì Ì $ Ì Ì Ì Ì Ì $ Ì Ì Ì Ì Ì $5.85 3.50 4.95 4.99 6.04 (34.48)% $33,797 (40.17) 12,307 41.43 31,640 0.81(3) 19,474 21.04 18,641 1.00%(1) 1.00(1) 1.00(1) 1.00(1)(2) 1.00(1)(2) (0.26)%(1) (0.62)(1) (0.45)(1) (0.44)(1)(2) (0.49)(1)(2) 339% 243 178 171 228

Growth Opportunities Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 6.32 5.84 3.49 4.93 4.96 (0.02) (0.03) (0.03) (0.03) (0.03) (0.46) (2.32) 1.47 0.06 1.06 (0.48) (2.35) 1.44 0.03 1.03 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì 5.84 3.49 4.93 4.96 5.99 (7.58) (40.24) 41.26 0.61(3) 20.77 1,463 3,260 7,802 6,498 7,317 1.15(1) 1.15(1) 1.15(1) 1.15(1)(2) 1.15(1)(2) (0.50)(1) (0.77)(1) (0.60)(1) (0.60)(1)(2) (0.64)(1)(2) 329 243 178 171 228

Growth Opportunities Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 3.33 3.49 4.92 4.95 (0.03) (0.03) (0.03) (0.04) 0.19 1.46 0.06 1.06 0.16 1.43 0.03 1.02 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì 3.49 4.92 4.95 5.97 4.80 40.97 0.61(3) 20.61 305 2,424 3,681 5,482 1.24(1) 1.25(1) 1.25(1)(2) 1.25(1)(2) (0.80)(1) (0.69)(1) (0.72)(1)(2) (0.74)(1)(2) 243 178 171 228

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) During the below stated periods, the investment adviser waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two Ñscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Expenses Net Investment Income (Loss) 1/02 1/03 1/04 1/05 1/06 1/02 1/03 1/04 1/05 1/06 Growth Opportunities Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.19% 1.07% 1.05% 1.05% 1.02%(2) (0.44)% (0.69)% (0.50)% (0.49)% (0.51)%(2) Growth Opportunities Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.31 1.21 1.20 1.21 1.17(2) (0.66) (0.83) (0.65) (0.66) (0.66)(2) Growth Opportunities Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì 1.24 1.28 1.32 1.27(2) Ì (0.80) (0.72) (0.79) (0.76)(2) (2) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/05 Growth Opportunities Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Opportunities Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Growth Opportunities Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.00% 0.00 0.01 1/06 0.03% 0.03 0.03

(3) The Portfolios performance Ñgure was increased by less than 0.01% from gains on the disposal of investments in violation of investment restrictions.

SunAmerica Series Trust

92

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

Marsico Growth Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $10.54 8.79 7.51 9.96 10.65 $ 0.01 (0.01) (0.02) (0.01) 0.00 $(1.74) (1.27) 2.47 0.70 2.02 $(1.73) (1.28) 2.45 0.69 2.02 $ Ì Ì Ì Ì Ì $(0.02) Ì Ì Ì Ì $(0.02) Ì Ì Ì Ì $ 8.79 7.51 9.96 10.65 12.67 (16.35)% $14,810 (14.55) 43,872 32.62 81,784 6.93 69,151 18.97 77,099 1.00%(1)(2) 1.00(2) 1.00(2) 0.97(2)(3) 0.94(3) 0.12%(1)(2) 128 (0.15)(2) 124 (0.22)(2) 86 (0.10)(2)(3) 101 0.01(3) 71

Marsico Growth Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 8.90 8.79 7.50 9.93 10.61 (0.02) (0.02) (0.03) (0.02) (0.01) (0.07) (1.27) 2.46 0.70 2.00 (0.09) (1.29) 2.43 0.68 1.99 Ì Ì Ì Ì Ì (0.02) Ì Ì Ì Ì (0.02) Ì Ì Ì Ì 8.79 7.50 9.93 10.61 12.60 (0.97) (14.68) 32.40 6.85 18.76 4,019 17,930 41,204 44,110 47,614 1.15(1)(2) 1.15(2) 1.15(2) 1.12(2)(3) 1.09(3) (0.37)(1)(2) 128 (0.31)(2) 124 (0.36)(2) 86 (0.25)(2)(3) 101 (0.14)(3) 71

Marsico Growth Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 7.94 7.49 9.92 10.58 Ì (0.04) (0.03) (0.03) (0.45) 2.47 0.69 2.01 (0.45) 2.43 0.66 1.98 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì 7.49 9.92 10.58 12.56 (5.67) 32.44 6.65 18.71 1,218 14,130 23,788 33,218 1.18(2) 1.25(2) 1.22(2)(3) 1.19(3) (0.12)(2) 124 (0.43)(2) 86 (0.36)(2)( 3) 101 (0.26)(3) 71

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) The ratios reÖect an expense cap of 1.00% and 1.15% for Class 1 and Class 2, respectively, which are net of custody credits (0.01%). (2) During the below stated periods, the investment adviser waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two Ñscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Expenses Net Investment Income (Loss) 1/02 1/03 1/04 1/05 1/02 1/03 1/04 1/05 Marsico Growth Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.86%(3) 1.04% 0.97% 0.95% (0.73)%(3) (0.19)% (0.19)% (0.08)% Marsico Growth Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1.73(3) 1.18 1.12 1.10 (0.96)(3) (0.34) (0.33) (0.23) Marsico Growth Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì 1.27 1.21 1.20 Ì (0.07) (0.39) (0.34) (3) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: 1/05 Marsico Growth Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Marsico Growth Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Marsico Growth Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01% 0.01 0.01 1/06 0.02% 0.02 0.02

93

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

Technology Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $ 7.16 3.42 1.79 2.83 2.46 $(0.05) (0.03) (0.03) (0.02) (0.02) $(3.69) (1.60) 1.07 (0.35) 0.36 $(3.74) (1.63) 1.04 (0.37) 0.34 $ Ì Ì Ì Ì Ì $ Ì Ì Ì Ì Ì $ Ì Ì Ì Ì Ì $ 3.42 1.79 2.83 2.46 2.80 (52.23)% $40,156 (47.66) 23,828 58.10 59,813 (13.07) 27,342 13.82 25,260 1.45% 1.50(2) 1.49(2) 1.50(2) 1.19(2) (1.23)% (1.36)(2) (1.32)(2) (0.76)(2) (0.83)(2) 109% 135 123 85 95

Technology Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 4.04 3.42 1.79 2.83 2.45 (0.03) (0.03) (0.03) (0.01) (0.02) (0.59) (1.60) 1.07 (0.37) 0.35 (0.62) (1.63) 1.04 (0.38) 0.33 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì 3.42 1.79 2.83 2.45 2.78 (15.35) (47.66) 58.10 (13.43) 13.47 2,312 4,272 13,164 10,298 10,562 1.60 1.66(2) 1.64(2) 1.68(2) 1.34(2) (1.46) (1.51)(2) (1.46)(2) (0.76)(2) (0.93)(2) 109 135 123 85 95

Technology Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 1.53 1.79 2.82 2.45 (0.01) (0.03) (0.01) (0.03) 0.27 1.06 (0.36) 0.35 0.26 1.03 (0.37) 0.32 Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì 1.79 2.82 2.45 2.77 16.99 57.54 (13.12) 13.06 360 6,641 8,893 11,502 1.66(2) 1.72(2) 1.79(2) 1.43(2) (1.52)(2) (1.56)(2) (0.76)(2) (1.08)(2) 135 123 85 95

Small & Mid Cap Value Portfolio Class 2

08/01/02#01/31/03 01/31/04 01/31/05 01/31/06 10.00 9.86 13.94 15.24 0.02 (0.01) 0.07 0.03 (0.16) 4.17 1.76 2.28 (0.14) 4.16 1.83 2.31 (0.00) (0.01) (0.06) Ì Ì (0.07) (0.47) (0.06) Ì (0.08) (0.53) (0.06) 9.86 13.94 15.24 17.49 (1.34) 42.14 13.09 15.23 5,375 26,269 45,307 49,773 1.65(1) 1.65(1) 1.33(1)(2) 1.21(2) 0.53(1) (0.07)(1) 0.39(1)(2) 0.18(2) 7 16 21 33

Small & Mid Cap Value Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 9.22 9.86 13.93 15.23 0.01 (0.02) 0.07 0.02 0.63 4.16 1.74 2.28 0.64 4.14 1.81 2.30 (0.00) (0.00) (0.04) Ì Ì (0.07) (0.47) (0.06) Ì (0.07) (0.51) (0.06) 9.86 13.93 15.23 17.47 6.98 41.99 12.99 15.18 2,618 42,387 134,471 208,937 1.75(1) 1.75(1) 1.41(1)(2) 1.31(2) 0.41(1) (0.21)(1) 0.32(1)(2) 0.08(2) 7 16 21 33

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized # Commencement of operations @ Inception date of class (1) During the below stated periods, the investment adviser either waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two Ñscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Net Investment Income Expenses (Loss) 1/03 1/04 1/05 1/03 1/04 1/05 Small & Mid Cap Value Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4.54% 1.52% 1.30% (2.35)% 0.06% 0.40% Small & Mid Cap Value Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5.62 1.56 1.40 (3.47) (0.02) 0.34 (2) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following: Technology Class Technology Class Technology Class Small & Mid-Cap Small & Mid-Cap 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Value Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Value Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1/03 0.02% 0.03 0.04 Ì Ì 1/04 0.08% 0.08 0.08 Ì Ì 1/05 0.13% 0.15 0.16 0.04 0.04 1/06 0.05% 0.04 0.04 0.03 0.03

SunAmerica Series Trust

94

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total from investment operations Dividends declared from net investment income Dividends from net realized gain on investments Net Asset Value end of period Net Assets end of period (000s) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Net realized & unrealized gain (loss) on investments

Total distributions

Total Return**

Portfolio turnover

International Growth and Income Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $12.51 9.07 7.15 10.21 11.73 $ 0.09 0.09 0.12 0.09 0.21 $(3.05) (1.96) 3.06 1.57 2.50 $(2.96) (1.87) 3.18 1.66 2.71 $(0.03) (0.05) (0.12) (0.14) (0.11) $(0.45) Ì Ì Ì Ì $(0.48) (0.05) (0.12) (0.14) (0.11) $ 9.07 7.15 10.21 11.73 14.33 (23.67)% $289,084 (20.66) 177,883 44.71 232,740 16.37 262,167 23.25 283,464 1.20% 1.22 1.25(1) 1.24(1) 1.10(1) 0.84% 1.08 1.41(1) 0.79(1) 1.68(1) 148% 264 108 67 79

International Growth and Income Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 10.48 9.10 7.17 10.24 11.75 (0.02) 0.03 0.11 0.07 0.19 (0.88) (1.92) 3.07 1.56 2.51 (0.90) (1.89) 3.18 1.63 2.70 (0.03) (0.04) (0.11) (0.12) (0.10) (0.45) Ì Ì Ì Ì (0.48) (0.04) (0.11) (0.12) (0.10) 9.10 7.17 10.24 11.75 14.35 (8.63) (20.78) 44.53 16.08 23.05 4,964 15,437 27,823 34,961 38,938 1.37 1.40 1.40(1) 1.39(1) 1.25(1) (0.45) 0.44 1.18(1) 0.61(1) 1.52(1) 148 264 108 67 79

International Growth and Income Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 7.26 7.17 10.23 11.74 (0.03) 0.06 0.03 0.17 (0.06) 3.11 1.59 2.51 (0.09) 3.17 1.62 2.68 Ì (0.11) (0.11) (0.08) Ì Ì Ì Ì Ì (0.11) (0.11) (0.08) 7.17 10.23 11.74 14.34 (1.24) 44.35 16.00 22.97 1,647 14,408 37,465 51,289 1.83 1.50(1) 1.48(1) 1.34(1) (1.18) 0.65(1) 0.31(1) 1.34(1) 264 108 67 79

Global Equities Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 17.53 10.49 7.87 10.55 11.19 0.02 0.02 0.02 0.03 0.08 (4.90) (2.64) 2.68 0.64 2.90 (4.88) (2.62) 2.70 0.67 2.98 (0.01) Ì (0.02) (0.03) (0.03) (2.15) Ì Ì Ì Ì (2.16) Ì (0.02) (0.03) (0.03) 10.49 7.87 10.55 11.19 14.14 (27.72) (24.98) 34.39 6.41 26.72 409,626 221,301 248,468 206,639 217,409 0.87 0.93(1) 0.95(1) 0.98(1) 0.91(1) 0.14 0.19(1) 0.23(1) 0.29(1) 0.62(1) 75 71 83 67 161

Global Equities Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 13.81 10.48 7.85 10.51 11.15 (0.02) Ì 0.01 0.02 0.06 (1.15) (2.63) 2.66 0.64 2.90 (1.17) (2.63) 2.67 0.66 2.96 (0.01) Ì (0.01) (0.02) (0.02) (2.15) Ì Ì Ì Ì (2.16) Ì (0.01) (0.02) (0.02) 10.48 7.85 10.51 11.15 14.09 (8.38) (25.10) 34.04 6.30 26.56 3,562 9,083 13,903 11,951 16,301 1.05 1.08(1) 1.10(1) 1.13(1) 1.06(1) (0.33) 0.00(1) 0.06(1) 0.14(1) 0.45(1) 75 71 83 67 161

Global Equities Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 7.76 7.84 10.50 11.13 (0.01) (0.01) (0.01) 0.04 0.09 2.68 0.65 2.90 0.08 2.67 0.64 2.94 Ì (0.01) (0.01) (0.01) Ì Ì Ì Ì Ì (0.01) (0.01) (0.01) 7.84 10.50 11.13 14.06 1.03 34.05 6.12 26.40 265 3,387 7,515 16,084 1.16(1) 1.20(1) 1.23(1) 1.14(1) (0.30)(1) (0.14)(1) (0.05)(1) 0.33(1) 71 83 67 161

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total return does include expense reimbursements and expense reductions. Annualized @ Inception date of class (1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following:

1/03 International Growth International Growth International Growth Global Equities Class Global Equities Class Global Equities Class and Income Class 1 ÏÏÏÏÏÏÏÏÏ and Income Class 2 ÏÏÏÏÏÏÏÏÏ and Income Class 3 ÏÏÏÏÏÏÏÏÏ 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì% Ì Ì 0.00 0.01 0.02 1/04 0.05% 0.05 0.05 0.03 0.03 0.03 1/05 0.02% 0.02 0.02 0.03 0.03 0.02 1/06 0.03% 0.03 0.03 0.02 0.02 0.02

95

SunAmerica Series Trust

FINANCIAL HIGHLIGHTS (continued)

Net Asset Value beginning of period Net investment income (loss)* Total Dividends Dividends Net realized from declared Dividends from net & unrealized investfrom net from net realized gain (loss) on ment investment return of gain on Total investments operations income capital investments distributions Net Asset Value end of period Net Assets end of period (000's) Ratio of expenses to average net assets Ratio of net investment income (loss) to average net assets

Period ended

Total Return**

Portfolio turnover

International DiversiÑed Equities Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 $10.76 7.24 5.18 6.93 7.67 $ 0.07 0.07 0.07 0.06 0.12 $(2.94) (2.13) 1.96 0.83 1.71 $(2.87) Ì 2.03 0.89 1.83 $ Ì Ì (0.28) (0.15) (0.13) $ Ì Ì Ì Ì Ì $(0.65) Ì Ì Ì Ì $(0.65) Ì (0.28) (0.15) (0.13) $ 7.24 5.18 6.93 7.67 9.37 (27.07)% (28.45) 39.76 13.10 24.08 $309,703 156,911 196,843 183,649 190,263 1.23% 1.22 1.23 1.25(1) 1.11 0.84% 0.97 1.13 0.86(1) 1.42 29% 48 49 25 19

International DiversiÑed Equities Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 8.97 7.22 5.16 6.90 7.63 (0.02) 0.03 0.04 0.04 0.10 (1.08) (2.09) 1.97 0.83 1.71 (1.10) (2.06) 2.01 0.87 1.81 Ì Ì (0.27) (0.14) (0.12) Ì Ì Ì Ì Ì (0.65) Ì Ì Ì Ì (0.65) Ì (0.27) (0.14) (0.12) 7.22 5.16 6.90 7.63 9.32 (12.87) (28.43) 39.52 12.86 23.91 5,381 8,619 29,467 47,549 59,176 1.42 1.33 1.38 1.40(1) 1.25 (0.58) 0.53 0.72 0.62(1) 1.22 29 48 49 25 19

International DiversiÑed Equities Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 5.49 5.16 6.89 7.62 Ì 0.01 0.03 0.08 (0.33) 1.99 0.84 1.72 (0.33) 2.00 0.87 1.80 Ì (0.27) (0.14) (0.11) Ì Ì Ì Ì Ì Ì Ì Ì Ì (0.27) (0.14) (0.11) 5.16 6.89 7.62 9.31 (6.01) 39.29 12.79 23.83 2,480 39,947 106,732 178,666 1.33 1.48 1.50(1) 1.34 (0.29) 0.11 0.41(1) 1.05 48 49 25 19

Emerging Markets Portfolio Class 1

01/31/02 01/31/03 01/31/04 01/31/05 01/31/06 7.81 6.79 6.05 9.74 11.55 0.03 0.02 0.10 0.09 0.22 (0.95) (0.74) 3.59 1.83 5.99 (0.92) (0.72) 3.69 1.92 6.21 (0.02) (0.02) Ì (0.11) (0.05) Ì (0.00) Ì Ì Ì (0.08) Ì Ì Ì Ì (0.10) (0.02) Ì (0.11) (0.05) 6.79 6.05 9.74 11.55 17.71 (11.49) (10.63) 60.99 19.92 53.84 82,624 63,377 104,999 110,010 177,187 1.53 1.53 1.66(1) 1.60(1) 1.51(1) 0.51 0.43 1.27(1) 0.89(1) 1.58(1) 113 118 112 76 147

Emerging Markets Portfolio Class 2

07/09/[email protected]/31/02 01/31/03 01/31/04 01/31/05 01/31/06 6.62 6.79 6.05 9.71 11.52 (0.02) Ì 0.09 0.07 0.20 0.29 (0.73) 3.57 1.84 5.98 0.27 (0.73) 3.66 1.91 6.18 (0.02) (0.01) Ì (0.10) (0.03) Ì (0.00) Ì Ì Ì (0.08) Ì Ì Ì Ì (0.10) (0.01) Ì (0.10) (0.03) 6.79 6.05 9.71 11.52 17.67 4.38 (10.71) 60.50 19.84 53.72 717 3,164 8,278 13,989 24,084 1.70 1.74 1.80(1) 1.75(1) 1.66(1) (0.56) 0.05 1.03(1) 0.72(1) 1.43(1) 113 118 112 76 147

Emerging Markets Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 5.70 6.05 9.71 11.51 (0.02) 0.05 0.06 0.18 0.37 3.61 1.83 5.97 0.35 3.66 1.89 6.15 Ì Ì (0.09) (0.02) Ì Ì Ì Ì Ì Ì Ì Ì Ì Ì (0.09) (0.02) 6.05 9.71 11.51 17.64 6.14 60.50 19.63 53.48 276 3,533 12,899 35,556 2.12 1.90(1) 1.85(1) 1.78(1) (0.56) 0.54(1) 0.57(1) 1.27(1) 118 112 76 147

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total Return does include expense reimbursements and expense deductions. Annualized @ Inception date of class

(1) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following:

1/04 International DiversiÑed Equities Class 1ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International DiversiÑed Equities Class 2ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ International DiversiÑed Equities Class 3ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Class 1 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Emerging Markets Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì% Ì Ì 0.11 0.11 0.11 1/05 0.00% 0.00 0.00 0.03 0.03 0.03 1/06 Ì% Ì Ì 0.10 0.10 0.09

SunAmerica Series Trust

96

FINANCIAL HIGHLIGHTS (continued)

Ratio of net investment income (loss) to average net assets

Period ended

Net Asset Value beginning of period

Net investment income (loss)*

Total Dividends Dividends Dividends Net realized from declared declared from net & unrealized investfrom net from net realized gain (loss) on ment investment return of gain on Total investments operations income capital investments distributions

Net Asset Value end of period

Total Return**

Net Assets end of period (000's)

Ratio of expenses to average net assets

Portfolio turnover

Foreign Value Portfolio Class 2

08/01/02#01/31/03 01/31/04 01/31/05 01/31/06 $10.00 9.11 12.94 14.44 $(0.03) 0.03 0.16 0.25 $(0.83) 3.91 1.75 2.27 $(0.86) 3.94 1.91 2.52 $ Ì (0.01) (0.14) Ì $(0.03) Ì Ì Ì $ Ì (0.10) (0.27) (0.02) $(0.03) (0.11) (0.41) (0.02) $ 9.11 12.94 14.44 16.94 (8.57)% $ 5,888 43.31 34,250 14.77 58,040 17.50 68,774 1.95%(1) (0.63)%(1) 1.76(1) 0.26(1) 1.34(1)(2) 1.22(1)(2) 1.16(2) 1.61(2) 1% 7 13 8

Foreign Value Portfolio Class 3

09/30/[email protected]/31/03 01/31/04 01/31/05 01/31/06 9.20 9.11 12.94 14.45 (0.03) 0.00 0.12 0.21 (0.03) 3.93 1.79 2.29 (0.06) 3.93 1.91 2.50 Ì 0.00 (0.13) Ì (0.03) Ì Ì Ì Ì (0.10) (0.27) (0.02) (0.03) (0.10) (0.40) (0.02) 9.11 12.94 14.45 16.93 (0.64) 43.18 14.74 17.35 4,099 63,404 190,704 322,494 2.05(1) (1.04)(1) 1.76(1) 0.00(1) 1.43(1)(2) 0.95(1)(2) 1.25(2) 1.41(2) 1 7 13 8

* Calculated based upon average shares outstanding. ** Total return is not annualized and does not reÖect expenses that apply to the separate accounts of the Life Companies. If such expenses had been included, the total return would have been lower for each period presented. Total Return does include expense reimbursements and expense reductions. Annualized @ Inception date of class # Commencement of operations (1) During the below stated periods, the investment adviser either waived a portion of or all fees and assumed a portion of or all expenses for the Portfolios or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two Ñscal years. If all fees and expenses had been incurred by the Portfolios, the ratio of expenses to average net assets and the ratio of net investment income (loss) to average net assets would have been as follows: Net Investment Expenses Income (Loss) 1/03 1/04 1/05 1/03 1/04 1/05 Foreign Value Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Foreign Value Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4.72% 1.54% 6.21 1.58 1.33% 1.42 (3.40)% (5.20) 0.48% 0.18 1.23% 0.96

(2) Excludes expense reductions. If the expense reductions had been applied, the ratio of expenses to average net assets would have been lower and the ratio of net investment income (loss) to average net assets would have been higher by the following:

1/05 Foreign Value Class 2 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Foreign Value Class 3 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.01% 0.01 1/06 0.01% 0.01

97

SunAmerica Series Trust

FOR MORE INFORMATION

The following documents contain more information about the Portfolios and are available free of charge upon request: Annual/Semi-annual Reports. Contain Ñnancial statements, performance data and information on portfolio holdings. The annual report also contains a written analysis of market conditions and investment strategies that signiÑcantly aÅected a Portfolio's performance for the most recently completed Ñscal year. Statement of Additional Information (SAI). Contains additional