OneAmerica Funds, Inc. · American United Life Insurance Company® (“AUL” or “Investment Advisor”) that fund investments in variable life and variable annuity contracts issued

Prospectus for

OneAmerica® Funds, Inc.

May 1, 2011

Products and financial services provided by:

American United Life Insurance Company®a OneAmerica® companyP.O. Box 6148, Indianapolis, Indiana 46206-6148Telephone: (800) 249-6269

OneAmerica® Funds, Inc.Class O and Advisor Class Shares

One American SquareIndianapolis, Indiana 46282

(800) 249-6269

OneAmerica® Funds, Inc. (the “Fund”) is an open-end management investment company consisting of five (5) separate Portfolios:

OneAmerica® Investment Grade Bond Portfolio

OneAmerica® Money Market Portfolio

OneAmerica® Socially Responsive Portfolio

OneAmerica® Value Portfolio

OneAmerica® Asset Director Portfolio

Each Portfolio has its own investment objectives and policies, which are described later in this prospectus. This prospectusdescribes the Class O and Advisor Class shares of common stock of the Portfolios, which are sold only to separate accounts ofAmerican United Life Insurance Company® (“AUL” or “Investment Advisor”) that fund investments in variable life and variableannuity contracts issued by AUL. The separate accounts of AUL buy and sell shares of the Portfolios according to instructions givenby owners or participants in the contracts. The rights of owners and participants are described in the contracts or the certificates forthose contracts and in the prospectus for the contracts.

This prospectus should be read in conjunction with the separate account’s prospectus describing the contracts. Please read bothprospectuses and retain them for future reference.

Neither the SEC nor any state securities commission has approved or disapproved these securities or found that this prospectus isaccurate or complete. Any representation to the contrary is a criminal offense.

May 1, 2011

TABLE OF CONTENTS

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Description Page

SUMMARY SECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Investment Grade Bond Portfolio . . . . . . . . . . . . . . . . . . . . 3Money Market Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Socially Responsive Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 7Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Asset Director Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ADDITIONAL INFORMATION REGARDINGINVESTMENT OBJECTIVES ANDPRINCIPAL INVESTMENT STRATEGIES . . . . . . . . . . . . . . . 15

Investments & Investment Strategies . . . . . . . . . . . . . . . . . 15Investment Grade Bond Portfolio . . . . . . . . . . . . . . . . . . . . 16Socially Responsive Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 16Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Asset Director Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Summaries of Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Disclosure of Portfolio Holdings . . . . . . . . . . . . . . . . . . . . . 18

GENERAL INFORMATIONABOUT THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 19The Investment Advisor – American United LifeInsurance Company® . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Description Page

GENERAL INFORMATIONABOUT THE FUND (continued)The Portfolio Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20The Portfolio Managers Biographies . . . . . . . . . . . . . . . . . 20

PRICING OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 20Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

PURCHASE AND REDEMPTION OF SHARES . . . . . . . . . . 21Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . 21

ABUSIVE TRADING PRACTICES . . . . . . . . . . . . . . . . . . . . . . . 22Late Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Market Timing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Classes of Shares – Class O andAdvisor Class Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Distribution and Servicing (12b-1) Plans . . . . . . . . . . . . 23

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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Investment Grade Bond PortfolioInvestment Objective:To provide a high level of current income consistent with prudent investment risk. A secondary investmentobjective is to provide capital appreciation to the extent consistent with the primary objective.

Fees and Expenses of the Portfolio:This table describes the fees and expenses that you may pay if you buy and hold shares of thePortfolio. The table does not reflect charges and fees associated with a separate account that invests in the Portfolio or any insurancecontract for which the Portfolio is an investment option. If included, the fees and expenses shown below would be higher.

Annual Portfolio Operating Expenses as of December 31, 2010 Class O Advisor Class(expenses that you pay each year as a percentage of the value of your investment)Management Fees 0.50% 0.50%Distribution and/or Service (12b-1) Fees 0.00% 0.30%Other Expenses 0.15% 0.15%Total Annual Portfolio Operating Expenses 0.65% 0.95%

ExampleThis example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds.The example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares atthe end of those periods. The example also assumes that your investment has a 5 percent return each year and that the Portfolio’soperating expenses remain the same. If separate account and/or insurance contract fees and charges were reflected, expenses wouldbe higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Portfolio Share Class 1 Year 3 Years 5 Years 10 YearsInvestment Grade Bond Class O $ 66 $ 208 $ 362 $ 809Investment Grade Bond Advisor Class $ 97 $ 302 $ 524 $ 1,162

Portfolio Turnover:The Portfolio pays transaction costs, suchas commissions, when it buys and sells securities (or “turnsover” its portfolio). A higher portfolio turnover may indicatehigher transaction costs. These costs, which are not reflected inannual Portfolio operating expenses or in this example, affectthe Portfolio’s performance. During the most recent fiscal year,the Portfolio’s turnover rate was 51% of the average value of itsportfolio.

Principal Investment Strategies:To achieve its objectives, thePortfolio primarily invests in income producing securities suchas corporate bonds, U.S. government debt securities,convertible bonds, mortgage and asset backed securities, andpreferred stocks. The various income producing securities mayor may not be backed by the full faith and credit of the U.S.government.

The Portfolio may invest in bonds of any maturity. The averagematurity and type of bonds in the Portfolio change based onthe Investment Adviser’s view of market conditions and thelikelihood of a change in interest rates for the different types ofbonds the Portfolio buys.

Typically, the Portfolio’s investments will include U.S.Treasuries, Agencies, corporate bonds and high qualitymortgage and asset-backed securities.

The Investment Adviser believes that having mostlyinvestment grade bonds in the Portfolio generally decreasesthe risk of losing principal and interest. However, if theInvestment Adviser feels that it can take advantage of higheryields offered by bonds that are not investment grade (“junkbonds”), the Portfolio may invest up to 10 percent of its assetsin such bonds. Bonds that are not investment grade have a

higher risk of losing principal and interest than investmentgrade bonds.

The Portfolio has adopted a policy to invest, under normalcircumstances, at least 80 percent of the value of the Portfolio’sassets in investment grade bonds.

In addition, the Portfolio may also invest in securities issued byforeign companies and it may invest in derivative instruments.

Principal Risks of Investing in the Portfolio:

An investment in the Portfolio involves risk, including possibleloss of the principal amount invested; therefore, you could losemoney by investing in the Portfolio. The Portfolio is subject tothe general risk that its investment objective or objectives willnot be achieved, or that a portfolio manager will makeinvestment decisions or use strategies that do not accomplishtheir intended goals. In addition, the principal risks ofinvesting in the Portfolio are:

• Credit Risk.The Portfolio’s investments, and particularlyinvestments in convertible securities and fixed incomesecurities, may be affected by the creditworthiness ofissuers in which the Portfolio invests. Changes in financialstrength, or perceived financial strength, of a companymay affect the value of its securities and its ability to makepayments of interest and principal and, therefore, impactthe value of the Portfolio’s shares if it invests in thecompany’s securities. Further, investments in junk bondsare subject to credit risk to a greater degree than higherrated, investment grade securities.

• Derivatives Risk.The Portfolio’s use of derivativeinstruments may involve risks different from, or greaterthan, the risks associated with investing directly in

market movements and over longer periods during marketdownturns. Securities may decline in value due to factorsaffecting securities markets generally or particularindustries represented in the markets. The value of asecurity may decline due to general market conditions,economic trends or events that are not specifically relatedto the issuer of the security or to factors that affect aparticular industry or industries. During a generaleconomic downturn in the securities markets, multipleasset classes may be negatively affected.

• Mortgage and Asset-Backed Securities Risk.Mortgageand asset-backed securities may decline in value whendefaults on the underlying mortgage or assets occur andmay exhibit additional volatility in periods of changinginterest rates.

• Prepayment Risk/Extension Risk.The Portfolio may investin fixed income securities that may be paid off sooner thanexpected because borrowers prepaid or refinanced theirobligations. If there is such a prepayment and interest ratesare falling, the Portfolio may have to reinvest theunanticipated proceeds at lower interest rates, which mayresult in a decline in the Portfolio’s income. During periodsof rising interest rates, borrowers may pay off theirobligations in connection with these securities later thanexpected, preventing the Portfolio from reinvestingprincipal proceeds at higher interest rates and resulting inless income than otherwise might be available, as well asincreasing the exposure of the Portfolio to furtherreductions in the securities’ values resulting from increasesin interest rates.

• Style Risk. If at any time the market does not favor thePortfolio’s investment style, the Portfolio’s gains may not beas big as, or its losses may be bigger than, other fundsusing different investment styles.

An investment in the Portfolio is not a bank deposit and is notinsured or guaranteed by the Federal Deposit InsuranceCorporation or any other government agency.

Performance Information:The bar chart and tables belowprovide some indication of the risks of investing in theInvestment Grade Bond Portfolio. The bar chart showschanges in the Portfolio’s performance from year to year forthe last ten (10) years. Performance numbers shown in theAverage Annual Total Returns table demonstrate the averageannual total return of the Portfolio as of December 31, 2010,compared to the Barclays Capital U.S. Aggregate Index(a broad market fixed income index) for one (1), five (5), andten (10) years). Investors cannot directly invest in an index andunlike the Portfolio, an index is unmanaged and does not incurtransaction or other expenses. Performance information forthe Advisor Class shares prior to March 31, 2003 representsperformance for the Portfolio’s Class O shares, adjusted toreflect distribution and/or service (12b-1) fees and otherexpenses paid by the Advisor Class shares. Although Class Oand the Advisor Class shares would have similar annualreturns (because all the Portfolio’s shares represent interests inthe same portfolio of securities), Advisor Class performancewould be lower than Class O performance because of the

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securities or other traditional investments. Derivatives maybe subject to market risk, interest rate risk, and credit risk.Certain derivatives may be illiquid, which may reduce thereturn of the Portfolio if it cannot sell or terminate thederivative instrument at an advantageous time or price.Some derivatives may involve the risk of mispricing orimproper valuation, or the risk that changes in the value ofthe instrument may not correlate well with the underlyingasset, rate or index. The Portfolio could lose the entireamount of its investment in a derivative and, in somecases, could lose more than the principal amount invested.Also, suitable derivative instruments may not be availablein all circumstances, and there is no assurance that aPortfolio will be able to engage in these transactions toreduce exposure to other risks.

• Foreign Investment Risk.The Portfolio may invest insecurities issued by foreign companies, which may pose agreater degree of risk. Foreign companies may be subjectto disclosure, accounting, auditing and financial reportingstandards and practices that are different from those towhich U.S. issuers are subject. Accordingly, the Portfoliomay not have access to adequate or reliable companyinformation. In addition, political, economic and socialdevelopments in foreign countries and fluctuations incurrency exchange rates may affect the operations offoreign companies or the value of their securities. Risksposed by investing in the securities of foreign issuers maybe particularly acute with respect to issuers located inlesser developed, emerging market countries.

• High Yield Risk.High-yield, high-risk bonds (also known as“junk bonds”) have speculative characteristics, includingparticularly high credit risk. High-yield bonds tend to beless liquid than higher-rated securities. The liquidity ofspecific issuers or industries within a particular investmentcategory may be diminished or disappear suddenly andwithout warning. The high-yield bond market canexperience sudden and sharp price swings and becomeilliquid due to a variety of factors, including changes ineconomic forecasts, stock market activity, large sustainedsales by major investors, a high profile default or a changein the market's psychology.

• Interest Rate Risk. Since the Portfolio invests in fixedincome securities, changes in interest rates will affect thevalue of its investments, generally inversely with changesin interest rates.

• Issuer Risk.The value of a security may decline for anumber of reasons which directly relate to the generaleconomic or political conditions or to the issuer, such asmanagement performance, financial leverage, operatingleverage and reduced demand for the issuer’s goods orservices.

• Manager Risk.The manager’s selection of securities for thePortfolio may cause the Portfolio to underperform otherbond funds or benchmarks.

• Market Risk.The Portfolio’s net asset value fluctuates inresponse to securities market movements. The Portfoliocould lose money over short periods due to fluctuation inthe Portfolio’s net asset value in response to short-term

fees will reduce returns. The Portfolio’s past performance is notnecessarily indicative of how the Portfolio will perform in thefuture.

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Average Annual Total Returns (for the periods ended December 31, 2010)

One Year Five Years Ten YearsInvestment Grade Bond Class O 7.27% 6.27% 5.74%Investment Grade Bond Advisor Class 6.94% 5.95% 5.43%Barclays Capital U.S. Aggregate Index 6.54% 5.80% 5.84%

Management

Investment Adviser: American United Life InsuranceCompany®

Portfolio Manager:The day-to-day management of theInvestment Grade Bond Portfolio is the responsibility of DavidM. Weisenburger, CFA, Vice President, Marketable Bonds. Mr.Weisenburger has been with the Investment Adviser and hasmanaged the Portfolio since 2007.

Purchase and Redemption of Shares: Shares of the Portfolioare offered only for purchase by one or more separateaccounts of AUL to serve as an investment allocation optionfor the contracts (or certificates) and policies issued by AUL.Owners of the contracts (or certificates) and policies do notdeal directly with the Portfolio with respect to acquisition,redemption or transfer of shares and should refer to thecontract (or certificate) or policy and, if applicable, theprospectus for the separate account for information onallocation of premiums and on transfers of account value.

Tax Information: Because the only shareholders of thePortfolio are the separate accounts of AUL, no discussion isincluded here as to the federal income tax consequences at theshareholder level. The federal income tax consequences of theowners of the variable life insurance policies and variableannuity contracts issued by AUL are described in theprospectus for the relevant contract (or certificate) or policy.

Payments to Broker-Dealers and Other FinancialIntermediaries:The Portfolio is made available as aninvestment allocation option for certain variable annuitycontracts and variable life insurance policies of AUL. ThePortfolio and its distributor or related companies may paybroker-dealers and other intermediaries for the sale of thePortfolio shares and related services. These payments maycreate a conflict of interest by influencing the broker-dealer orother intermediary and your salesperson to recommend thePortfolio over another investment. Ask your salesperson orvisit your financial intermediary’s web site for moreinformation.

Money Market PortfolioInvestment Objective:To provide current income while preserving assets and maintaining liquidity and investment quality.


lower expenses paid by Class O shares. The information doesnot reflect charges and fees associated with a separate accountthat invests in the Portfolio or any insurance contract forwhich the Portfolio is an investment option. These charges and

-10%

0%

10%

20%

Highest/Lowest quarterly results during this time period for the Class O shares were:Highest: 5.9 percent (quarter ended June 30, 2009) Lowest: -2.2 percent (quarter ended June 30, 2004)

Annual Returns, Class O Shares (by calendar year 2001-2010)

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Principal Investment Strategies:The Portfolio invests in high-quality, short-term money market instruments that theInvestment Adviser has determined present minimal creditrisk. The Portfolio invests only in money market instrumentsdenominated in U.S. dollars that mature in thirteen (13)months or less from the date of purchase, as calculated underRule 2a-7 under the Investment Company Act. The InvestmentAdviser determines whether a money market instrument hasthe required minimal credit risk under procedures adopted bythe Fund’s Board of Directors (“Board”).

Examples of money market instruments that may be boughtby the Portfolio include: U.S. Government securities, othermoney market funds, repurchase agreements that mature inseven (7) days or less with Federal Reserve System banks orwith dealers in U.S. Government securities, reverse repurchaseagreements, certificates of deposit and other obligations ofbanks or depositories, fixed income securities, commercialpaper, and variable floating rate notes and master notes.


An investment in the Money Market Portfolio is not insured orguaranteed by the Federal Deposit Insurance Corporation orany other government agency. Although the Portfolio seeks topreserve the value of its investment at $1.00 per share, it ispossible to lose principal by investing in the Portfolio.Additional risks are:

• Credit Risk.The Portfolio, like all money market portfolios,must invest exclusively in high quality debt securities.Fixed income securities are subject to the risk that theissuer of the security will not repay all or a portion of theprincipal borrowed and will not make all of the interestpayments. If the credit quality of a fixed-income securitydeteriorates below the two highest credit rating categoriesafter the Portfolio has purchased the security, the Portfoliomay be required to dispose of the security.

• Interest Rate Risk. Even with the short-term investmentsmade by the Portfolio, there is the risk that changes ininterest rates will affect the value of the Portfolio’sinvestments or cause the Portfolio to pay less interest than

is currently available from other money marketinstruments. Investments in fixed income securitiesgenerally will change in value inversely with changes ininterest rates. However, fixed income securities withshorter terms to maturity, like those in which the Portfolioinvests, typically demonstrate smaller changes in value inresponse to changes in interest rates than do longer-termsecurities.


Performance Information:The bar chart and table belowprovide some indication of the risks of investing in the MoneyMarket Portfolio. The bar chart shows changes in the Portfolio’sperformance from year to year for the last ten (10) years.Performance numbers shown in the Average Annual TotalReturns table demonstrate the average annual total return ofthe Portfolio as of December 31, 2010, compared to the returnon 90-Day Treasury Bills for one (1), five (5), and ten (10) years.Performance information for the Advisor Class shares prior toMarch 31, 2003 represents performance for the Portfolio’s ClassO shares, adjusted to reflect distribution and/or service (12b-1)fees and other expenses paid by the Advisor Class shares.Although Class O and the Advisor Class shares would havesimilar annual returns (because all the Portfolio’s sharesrepresent interests in the same portfolio of securities), AdvisorClass performance would be lower than Class O performancebecause of the lower expenses paid by Class O shares. Theinformation does not reflect charges and fees associated with aseparate account that invests in the Portfolio or any insurancecontract for which the Portfolio is an investment option. Thesecharges and fees will reduce returns. The Portfolio’s pastperformance is not necessarily indicative of how the Portfoliowill perform in the future.



Portfolio Share Class 1 Year 3 Years 5 Years 10 YearsMoney Market Class O $ 54 $ 170 $ 296 $ 663Money Market Advisor Class $ 85 $ 264 $ 459 $ 1,021

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Management


Portfolio Manager:The day-to-day management of theMoney Market Portfolio is the responsibility of David M.Weisenburger, CFA, Vice President, Marketable Bonds.Mr. Weisenburger has been with the Investment Adviser andhas managed the Portfolio since 2007.




Socially Responsive PortfolioInvestment Objective: Seeks to provide long-term capital appreciation and current investment income as a secondary objective.


Annual Portfolio Operating Expenses as of December 31, 2010 Class O Advisor Class(expenses that you pay each year as a percentage of the value of your investment)Management Fees 0.70% 0.70%Distribution and/or Service (12b-1) Fees 0.00% 0.30%Other Expenses 2.31% 2.32%Total Annual Portfolio Operating Expenses 3.01% 3.32%Less Expense Waiver /Reimbursement1 (1.81%) (1.82%)Total Annual Portfolio Operating Expenses After Expense Waiver/Reimbursement 1.20% 1.50%1 AUL, as Investment Advisor for the OneAmerica Socially Responsive Portfolio, has contractually undertaken to limit the Fund’s expenses through April 30, 2012 bywaiving fees and/or reimbursing certain expenses of the Fund so that its total annual ordinary operating expenses do not exceed 1.2% for Class O Shares and 1.5% forAdvisor Class Shares.


Highest/Lowest quarterly results during this time period for the Class O shares were:Highest: 1.2 percent (quarter ended December 31, 2006) Lowest: 0 percent (quarter ended December 31, 2009)


One Year Five Years Ten YearsMoney Market Class O 0.01% 2.31% 2.04%Money Market Advisor Class 0.01% 2.11% 1.79%90-Day Treasury Bill 0.13% 2.43% 2.38%

For the seven (7) day period ended December 31, 2010, the current yield for the Portfolio was 0 percent and the effective yield was 0percent.

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loss of the principal amount invested; therefore, you could losemoney by investing in the Portfolio. The Portfolio is subject tothe general risk that its investment objective or objectives willnot be achieved, or that a portfolio manager will makeinvestment decisions or use strategies that do not accomplishtheir intended goals. In addition, the principal risks ofinvesting in the Portfolio are:

• Capitalization Risk.During an overall stock marketdecline, stock prices of small- or medium-capitalizationcompanies often fluctuate more and may fall more thanstock prices of larger-capitalization companies. To theextent that the Portfolio invests in stocks of small- andmedium-capitalization companies which have sometimesgone through extended periods of outperformance andunderperformance relative to larger-capitalizationcompanies.

• Derivatives Risk.The Portfolio’s use of derivativeinstruments may involve risks different from, or greaterthan, the risks associated with investing directly insecurities or other traditional investments. Derivatives maybe subject to market risk, interest rate risk, and credit risk.Certain derivatives may be illiquid, which may reduce thereturn of the Portfolio if it cannot sell or terminate thederivative instrument at an advantageous time or price.Some derivatives may involve the risk of mispricing orimproper valuation, or the risk that changes in the value ofthe instrument may not correlate well with the underlyingasset, rate or index. The Portfolio could lose the entireamount of its investment in a derivative and, in somecases, could lose more than the principal amount invested.Also, suitable derivative instruments may not be availablein all circumstances, and there is no assurance that aPortfolio will be able to engage in these transactions toreduce exposure to other risks.

• Foreign Investment Risk.The Portfolio may invest in equitysecurities issued by foreign companies, which may pose agreater degree of risk. Foreign companies may be subjectto disclosure, accounting, auditing and financial reportingstandards and practices that are different from those towhich U.S. issuers are subject. Accordingly, the Portfoliomay not have access to adequate or reliable companyinformation. In addition, political, economic and socialdevelopments in foreign countries and fluctuations incurrency exchange rates may affect the operations offoreign companies or the value of their securities. Risksposed by investing in the equities of foreign issuers may beparticularly acute with respect to issuers located in lesserdeveloped, emerging market countries.


Portfolio Share Class 1 Year 3 Years 5 Years 10 YearsSocially Responsive Class O $ 304 $ 929 $ 1,578 $ 3,311Socially Responsive Advisor Class $ 335 $ 1,020 $ 1,727 $ 3,594


Principal Investment Strategies:The Portfolio primarily investsin equity securities that are selected based on fundamentalinvestment research and long-term growth prospects,attractive relative valuations and sensitivity to sociallyresponsible principles. The Portfolio uses a “multi-capitalization” approach, meaning it may invest in companiesof any size, from large, well-established companies to smallercompanies with market capitalizations below one billiondollars, and may change the composition of its investmentsdepending on the outlook for the economic environment andthe markets. The Investment Adviser may incorporatetechnical analysis to assist in the timing of trading decisions.The Portfolio may also invest in securities issued by foreigncompanies and it may invest in derivative instruments.

The Portfolio focuses on securities of companies that aresensitive to socially responsible principles, although the socialcriteria for the Portfolio are not fundamental and may bechanged without the approval of shareholders.

In particular, the Portfolio will typically avoid investments inthe following types of companies:• Companies that are engaged in the manufacture of

tobacco;• Companies that derive a significant portion of their

revenues from the manufacture of alcohol;• Companies that are involved in gambling as a primary line

of business;• Companies whose activities include direct participation in

abortion; and• Companies that derive a significant portion of their

revenues from activities that promote pornography.

In addition to extensive fundamental analysis, the InvestmentAdvisor also uses technical analysis. Its purpose is not to makeinvestment decisions, but rather to assist in the timing oftrading decisions.


An investment in the Portfolio involves risk, including possible

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One Year Three YearsSocially Responsive Class O 11.20% -2.73%Socially Responsive Advisor Class 10.90% -3.04%S&P 500® Index 15.06% -2.85%

Management


Portfolio Manager:The day-to-day management of theSocially Responsive Portfolio is the responsibility of ErikLeighton, Assistant Equity Portfolio Manager. Mr. Leighton hasbeen with the Investment Adviser since 2001. He co-managedthe Portfolio since inception to 2008 and became its solemanager in 2008.


• Manager Risk.The manager’s selection of securities for thePortfolio may cause the Portfolio to underperform otherbalanced funds or benchmarks.

• Market Risk. Although equities historically haveoutperformed other asset classes over the long-term, theirprices tend to fluctuate more dramatically over the shorterterm. These movements may result from factors affectingindividual companies, or from broader influences likechanges in interest rates, market conditions, investorconfidence or announcements of economic, political orfinancial information. While potentially offering greateropportunities for capital growth than larger, moreestablished companies, the equities of smaller companiesmay be particularly volatile, especially during periods ofeconomic uncertainty. These companies may face lesscertain growth prospects, or depend heavily on a limitedline of products and services or the efforts of a smallnumber of key management personnel. The Portfolio maybe particularly subject to the potential risks and volatility ofinvesting in equities..

• Socially Responsible Investing Risk.There is a risk that, due

to the inclusion of social criteria in selecting securities, thereturn of the Portfolio may be lower than if investmentdecisions were based solely on investment considerations.

• Style Risk. If at any time the market does not favor thePortfolio’s investment style, the Portfolio’s gains may not beas big as, or its losses may be bigger than other equityfunds using different investment styles.


Performance Information: The bar chart and tables belowprovide some indication of the risks of investing in the SociallyResponsive Portfolio. The bar chart shows changes in thePortfolio’s performance from year to year since its inception.Performance numbers shown in the Average Annual TotalReturns table demonstrate the average annual total return ofthe Portfolio as of December 31, 2010, compared to theStandard & Poor’s 500 Composite Stock Price Index (the “S&P500® Index”) for one (1) year and three (3) years. Investorscannot directly invest in an index and unlike the Portfolio, anindex is unmanaged and does not incur transaction or otherexpenses. The information does not reflect charges and feesassociated with a separate account that invests in the Portfolioor any insurance contract for which the Portfolio is aninvestment option. These charges and fees will reduce returns.The Portfolio’s past performance is not necessarily indicative ofhow the Portfolio will perform in the future.


Highest/Lowest quarterly results during this time period for the Class O shares were:Highest: 19.2 percent (quarter ended September 30, 2009) Lowest: -24.2 percent (quarter ended December 31, 2008)

-40%-30%-20%-10%0%10%20%30%40%

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Value PortfolioInvestment Objective: Seeks to provide long-term capital appreciation. The Portfolio seeks current investment income as asecondary objective.

Fees and Expenses of the Portfolio:This describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio.The table does not reflect charges and fees associated with a separate account that invests in the Portfolio or any insurance contractfor which the Portfolio is an investment option. If included, the fees and expenses shown below would be higher.



Portfolio Share Class 1 Year 3 Years 5 Years 10 YearsValue Class O $ 61 $ 192 $ 334 $ 747Value Advisor Class $ 92 $ 287 $ 499 $ 1,107

investment allocation option for certain variable annuitycontracts and variable life insurance policies of AUL. ThePortfolio and its distributor or related companies may paybroker-dealers and other intermediaries for the sale of thePortfolio shares and related services. These payments maycreate a conflict of interest by influencing the broker-dealer orother intermediary and your salesperson to recommend thePortfolio over another investment. Ask your salesperson orvisit your financial intermediary’s web site for moreinformation.


Payments to Broker-Dealers and Other FinancialIntermediaries:The Portfolio is made available as an


Principal Investment Strategies:The Value Portfolio investsprimarily in equity securities selected on the basis offundamental investment research for their long-termappreciation potential. Using a bottom-up approach, thePortfolio concentrates on companies which appearundervalued compared to the market and their own historicvaluation levels. Both quantitative and qualitative tools areutilized focusing on a “value” based equity strategy.

Important valuation criteria include price to sales, price tocash flow, price to adjusted earnings, profitability, capitaladequacy and growth potential. The Portfolio also focuses onmanagement ability, insider ownership, industry position andliquidity of the underlying equity issues.

In addition to extensive fundamental analysis, the InvestmentAdviser also uses technical analysis. Its purpose is not to makeinvestment decisions, but rather to assist in the timing oftrading decisions.

The Portfolio may also invest in securities issued by foreigncompanies and it may invest in derivative instruments.



• Capitalization Risk.During an overall stock marketdecline, stock prices of small or medium-capitalizationcompanies often fluctuate more and may fall more thanstock prices of larger-capitalization companies. To the

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confidence or announcements of economic, political orfinancial information. While potentially offering greateropportunities for capital growth than larger, moreestablished companies, the equities of smaller companiesmay be particularly volatile, especially during periods ofeconomic uncertainty. These companies may face lesscertain growth prospects, or depend heavily on a limitedline of products and services or the efforts of a smallnumber of key management personnel. The Portfolio maybe particularly subject to the potential risks and volatility ofinvesting in equities.

• Style Risk. If at any time the market does not favor thePortfolio’s investment style, the Portfolio’s gains may not beas big as, or its losses may be bigger than other equityfunds using different investment styles. As a category, valuestocks may underperform growth stocks (and the stockmarket as a whole) over any period of time. In addition,value stocks selected for investment by the Portfoliomanagers may not perform as anticipated because stocksthat appear undervalued may remain undervaluedindefinitely, or may, in fact, be fairly valued.


Performance Information:The bar chart and tables belowprovide some indication of the risks of investing in the ValuePortfolio. The bar chart shows changes in the Portfolio’sperformance from year to year for the last ten (10) years.Performance numbers shown in the Average Annual TotalReturns table demonstrate the average annual total return ofthe Portfolio as of December 31, 2010, compared to theStandard & Poor’s 500 Composite Stock Price Index (the “S&P500® Index”) for one (1) year, five (5) years and ten (10) years).Investors cannot directly invest in an index and unlike thePortfolio; an index is unmanaged and does not incurtransaction or other expenses. Performance information forthe Advisor Class shares prior to March 31, 2003 representsperformance for the Portfolio’s Class O shares, adjusted toreflect distribution and/or service (12b-1) fees and otherexpenses paid by the Advisor Class shares. Although Class Oand the Advisor Class shares would have similar annualreturns (because all the Portfolio’s shares represent interests inthe same portfolio of securities), Advisor Class performancewould be lower than Class O performance because of thelower expenses paid by Class O shares. The information doesnot reflect charges and fees associated with a separate accountthat invests in the Portfolio or any insurance contract forwhich the Portfolio is an investment option. These charges andfees will reduce returns. The Portfolio’s past performance is notnecessarily indicative of how the Portfolio will perform in thefuture.

extent that the Portfolio invests in small or medium-capitalization companies, stocks of those companieswhich have sometimes gone through extended periods ofoutperformance and underperformance relative to larger-capitalization companies.

• Derivatives Risk.The Portfolio’s use of derivativeinstruments may involve risks different from, or greaterthan, the risks associated with investing directly insecurities or other traditional investments. Derivatives maybe subject to market risk, interest rate risk, and credit risk.Certain derivatives may be illiquid, which may reduce thereturn of the Portfolio if it cannot sell or terminate thederivative instrument at an advantageous time or price.Some derivatives may involve the risk of mispricing orimproper valuation, or the risk that changes in the value ofthe instrument may not correlate well with the underlyingasset, rate or index. The Portfolio could lose the entireamount of its investment in a derivative and, in somecases, could lose more than the principal amount invested.Also, suitable derivative instruments may not be availablein all circumstances, and there is no assurance that aPortfolio will be able to engage in these transactions toreduce exposure to other risks.

• Foreign Investment Risk.The Portfolio may invest in equitysecurities issued by foreign companies, which may pose agreater degree of risk. Foreign companies may be subjectto disclosure, accounting, auditing and financial reportingstandards and practices that are different from those towhich U.S. issuers are subject. Accordingly, the Portfoliomay not have access to adequate or reliable companyinformation. In addition, political, economic and socialdevelopments in foreign countries and fluctuations incurrency exchange rates may affect the operations offoreign companies or the value of their securities. Risksposed by investing in the equities of foreign issuers may beparticularly acute with respect to issuers located in lesserdeveloped, emerging market countries.


• Manager Risk.The manager’s selection of securities for thePortfolio may cause the Portfolio to underperform otherfunds or benchmarks.

• Market Risk. Although equities historically haveoutperformed other asset classes over the long-term, theirprices tend to fluctuate more dramatically over the shorterterm. These movements may result from factors affectingindividual companies or from broader influences likechanges in interest rates, market conditions, investor

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Management


Portfolio Manager:The day-to-day management of the ValuePortfolio is the responsibility of Kathryn Hudspeth, CFA, VicePresident, Equities. Ms. Hudspeth has been with theInvestment Adviser since 1989 and has managed the Portfoliosince its inception in 1990.





-40%-30%-20%-10%0%10%20%30%40%

Highest/Lowest quarterly results during this time period for the Class O shares were:Highest: 18.6 percent (3rd quarter ended September 30, 2009) Lowest: -24.1 percent (quarter ended December 31, 2008)


One Year Five Years Ten YearsValue Class O 13.54% 1.87% 6.95%Value Advisor Class 13.19% 1.57% 6.63%S&P 500® Index 15.06% 2.29% 1.41%

Asset Director PortfolioInvestment Objective:To provide a high total return consistent with prudent investment risk

Fees and Expenses of the Portfolio:This describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio.The table does not reflect charges and fees associated with a separate account that invests in the Portfolio or any insurance contractfor which the Portfolio is an investment option. If included, the fees and expenses shown below would be higher.


13


Portfolio Share Class 1 Year 3 Years 5 Years 10 YearsAsset Director Class O $ 62 $ 195 $ 340 $ 760Asset Director Advisor Class $ 93 $ 290 $ 503 $ 1,116


Principal Investment Strategies: The investments of thePortfolio are not limited to one type of investment. It typicallypurchases publicly traded common stocks, various types offixed income securities, and money market instruments. Inorder to achieve its objective, the Portfolio will seekopportunities to establish equity and fixed income positions incompanies that the Investment Adviser believes offer the bestrelative value. The makeup of the Portfolio can and will changebased on the Investment Adviser’s evaluation of economicconditions, market trends and the expected total return from aparticular type of security. Therefore, up to 100 percent of thePortfolio may be invested in any one type of investment suchas common stocks, fixed income securities, or money marketinstruments; however, depending upon market conditions, thecomposition of the Portfolio will often include a mix of assetswith at least 50 percent invested in equities and the remainderinvested in fixed income securities and money marketinstruments.

In pursuing its investment objective, the Portfolio may alsobuy and sell options on securities and securities indices.Though not currently used, the Portfolio may enter intorepurchase agreements, reverse repurchase agreements, andswap agreements. Because of the Portfolio’s flexible investmentpolicy, Portfolio turnover may be greater than would be thecase if the Portfolio did not allocate assets among various typesof securities, and the Portfolio may have higher expenses.

With respect to fixed income securities, the Portfolio willgenerally invest in investment-grade debt securities however,the Portfolio can invest up to 10 percent of its assets in fixedincome securities that are rated below investment grade (“junkbonds”).

In addition, the Portfolio may also invest in securities issued byforeign companies.



• Credit Risk.The Portfolio’s investments, and particularlyinvestments in convertible securities and fixed incomesecurities, may be affected by the creditworthiness ofissuers in which the Portfolio invests. Changes in financialstrength, or perceived financial strength, of a companymay affect the value of its securities and its ability to makepayments of interest and principal and, therefore, impactthe value of the Portfolio’s shares if it invests in thecompany’s securities. Further, investments in junk bondsare subject to credit risk to a greater degree than higherrated, investment grade securities.

• Derivatives Risk.The use of derivative instruments such asoptions may involve risks different from, or greater than,the risks associated with investing directly in securities orother traditional investments. Derivatives may be subjectto market risk, interest rate risk, and credit risk. Certainderivatives may be illiquid, which may reduce the return ofa Portfolio if it cannot sell or terminate the derivativeinstrument at an advantageous time or price. Somederivatives may involve the risk of mispricing or impropervaluation, or the risk that changes in the value of theinstrument may not correlate well with the underlyingasset, rate or index. A Portfolio could lose the entireamount of its investment in a derivative and, in somecases, could lose more than the principal amount invested.Also, suitable derivative instruments may not be availablein all circumstances, and there is no assurance that aPortfolio will be able to engage in these transactions toreduce exposure to other risks.

• Foreign Investment Risk.The Portfolio may invest insecurities issued by foreign companies, which may pose agreater degree of risk. Foreign companies may be subjectto disclosure, accounting, auditing and financial reportingstandards and practices that are different from those towhich U.S. issuers are subject. Accordingly, the Portfoliomay not have access to adequate or reliable companyinformation. In addition, political, economic and socialdevelopments in foreign countries and fluctuations incurrency exchange rates may affect the operations offoreign companies or the value of their securities. Risks

14

posed by investing in the securities of foreign issuers maybe particularly acute with respect to issuers located inlesser developed, emerging market countries.

• High Yield Risk.High-yield, high-risk bonds (also known as“junk bonds”) have speculative characteristics, includingparticularly high credit risk. High-yield bonds tend to beless liquid than higher-rated securities. The liquidity ofspecific issuers or industries within a particular investmentcategory may be diminished or disappear suddenly andwithout warning. The high-yield bond market canexperience sudden and sharp price swings and becomeilliquid due to a variety of factors, including changes ineconomic forecasts, stock market activity, large sustainedsales by major investors, a high profile default or a changein the market's psychology.

• Interest Rate Risk. Since the Portfolio may invest in fixedincome securities, there is the risk that changes in interestrates will affect the value of its investments inversely withchanges in interest rates. In addition, changes in interestrates may affect the operations of the issuers of stocks orother equity securities in which the Portfolio invests.


• Manager Risk.The manager’s selection of securities for thePortfolio, or of the asset allocation of the portfolio, maycause the Portfolio to underperform other funds orbenchmarks.

• Market Risk.The Portfolio’s net asset value fluctuates inresponse to securities market movements. The Portfoliocould lose money over short periods due to fluctuation inthe Portfolio’s net asset value in response to short-termmarket movements and over longer periods during marketdownturns. Securities may decline in value due to factorsaffecting securities markets generally or particularindustries represented in the markets. The value of asecurity may decline due to general market conditions,economic trends or events that are not specifically relatedto the issuer of the security or to factors that affect aparticular industry or industries. During a generaleconomic downturn in the securities markets, multipleasset classes may be negatively affected.

• Mortgage and Asset-Backed Securities Risk.Mortgageand asset-backed securities may decline in value whendefaults on the underlying mortgage or assets occur andmay exhibit additional volatility in periods of changinginterest rates.

• Portfolio Turnover Risk. If the manager actively trades thesecurities of the Portfolio, transaction costs can increase,thus decreasing performance.

• Prepayment/Extension Risk.The Portfolio may invest in

fixed income securities that may be paid off sooner thanexpected because borrowers prepaid or refinanced theirobligations. If there is such a prepayment and interest ratesare falling, the Portfolio may have to reinvest theunanticipated proceeds at lower interest rates, which mayresult in a decline in the Portfolio’s income. During periodsof rising interest rates, borrowers may pay off theirobligations in connection with these securities later thanexpected, preventing the Portfolio from reinvestingprincipal proceeds at higher interest rates and resulting inless income than otherwise might be available, as well asincreasing the exposure of the Portfolio to furtherreductions in the securities’ values resulting from increasesin interest rates.

• Style Risk. If at any time the market does not favor thePortfolio’s investment style, the Portfolio’s gains may not beas big as, or its losses may be bigger than other funds usingdifferent investment styles. As a category, value stocks mayunderperform growth stocks (and the stock market as awhole) over any period of time. In addition, value stocksselected for investment by the Portfolio managers may notperform as anticipated because stocks that appearundervalued may remain undervalued indefinitely, or may,in fact, be fairly valued.


Performance Information: The bar chart and tables belowprovide some indication of the risks of investing in the AssetDirector Portfolio. The bar chart shows changes in thePortfolio’s performance from year to year for the last ten (10)years. Performance numbers shown in the Average AnnualTotal Returns table demonstrate the average annual totalreturn of the Portfolio as of December 31, 2010, compared tothe Standard & Poor’s 500 Composite Stock Price Index (the“S&P 500® Index”) and the Barclays Capital U.S. AggregateBond Index (a broad market fixed income index) for one (1),five (5), and ten (10) years). Investors cannot directly invest inan index and, unlike the Portfolio, an index is unmanaged anddoes not incur transaction or other expenses. Performanceinformation for the Advisor Class shares prior to March 31,2003 represents performance for the Portfolio’s Class O shares,adjusted to reflect distribution and/or service (12b-1) fees andother expenses paid by the Advisor Class shares. AlthoughClass O and Advisor Class shares would have similar annualreturns (because all the Portfolio’s shares represent interests inthe same portfolio of securities), Advisor Class performancewould be lower than Class O performance because of thelower expenses paid by Class O shares. The information doesnot reflect charges and fees associated with a separate accountthat invests in the Portfolio or any insurance contract forwhich the Portfolio is an investment option. The Portfolio’spast performance is not necessarily indicative of how thePortfolio will perform in the future.

Investments and Investment Strategies

The Portfolios’ investment objectives and a summary of theirprincipal investment strategies are included in the summarysections above. This section has certain additional informationabout the Portfolios’ principal investment strategies, andshould be read in conjunction with (and as a supplement to)the summaries. Many of the investment strategies andtechniques described in this prospectus are discretionary.Other techniques, strategies and investments may be made

15

that are not part of a Portfolio’s principal investment strategyor strategies. The investment objectives of a Portfolio (exceptthe Socially Responsive Portfolio) may not be changed withoutthe approval of the shareholders. However, a Portfolio’sinvestment policies may be changed by the Fund’s Board ofDirectors (“Board”). All of the Portfolios are diversified and willnot concentrate their securities purchases in a particularindustry.


Highest/Lowest quarterly results during this time period for the Class O shares were:Highest: 14.3 percent (quarter ended September 30, 2009) Lowest: -16 percent (quarter ended December 31, 2008)

-30%-20%-10%0%10%20%30%


One Year Five Years Ten YearsAsset Director O 11.82% 4.09% 7.26%Asset Director Advisor Class 11.48% 3.76% 6.95%S&P 500® Index 15.06% 2.29% 1.41%Barclays Capital U.S. Aggregate Index 6.54% 5.80% 5.84%

Management


Portfolio Manager:The day-to-day management of the AssetDirector Portfolio is the joint responsibility of KathrynHudspeth, CFA, Vice President, Equities, and David M.Weisenburger, CFA, Vice President, Marketable Bonds. Ms.Hudspeth has been with the Investment Adviser since 1989and has managed the Portfolio since its inception in 1990.Mr. Weisenburger has been with the Investment Adviser andhas co-managed the Portfolio since 2007.

Purchase and Redemption of Shares: Shares of the Portfolioare offered only for purchase by one or more separateaccounts of AUL to serve as an investment allocation optionfor the contracts (or certificates) and policies issued by AUL.Owners of the contracts (or certificates) and policies do notdeal directly with the Portfolio with respect to acquisition,redemption or transfer of shares and should refer to thecontract (or certificate) or policy and, if applicable, the

prospectus for the separate account for information onallocation of premiums and on transfers of account value.


Payments to Broker-Dealers and Other FinancialIntermediaries:The Portfolio is made available as aninvestment allocation option for certain variable annuity andvariable life insurance policies of AUL. In addition to paymentsof distribution and/or shareholder servicing fees, the Portfolioand its related companies may pay broker-dealers and otherintermediaries for the sale of the Portfolio shares and relatedservices. These payments may create a conflict of interest byinfluencing the broker-dealer or other intermediary and yoursalesperson to recommend the Portfolio over anotherinvestment. Ask your salesperson or visit your financialintermediary’s web site for more information.

ADDITIONAL INFORMATION REGARDING INVESTMENT OBJECTIVESAND PRINCIPAL INVESTMENT STRATEGIES

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Investment Grade Bond Portfolio

The Investment Grade Bond Portfolio may also invest inmoney market investments and foreign securities includingcorporate bonds or other fixed income securities that satisfythe Portfolio’s standards for quality.

When the Investment Adviser believes that financial,economic, or market conditions require a defensive strategy,the Portfolio may buy more nonconvertible debt securities,U.S. Government securities, commercial paper and othermoney market instruments, repurchase agreements andreverse repurchase agreements. When invested in this manner,the Portfolio may not achieve its investment objective.

The Fund has adopted a policy to invest, under normalcircumstances, at least 80 percent of the value of the Portfolio’sassets in investment grade bonds. The Fund has adopted apolicy to provide the Portfolio’s shareholders with at least sixty(60) days prior notice of any change in this policy.

Socially Responsive Portfolio

In addition to extensive fundamental analysis, the Portfoliofocuses on securities of companies that are sensitive to sociallyresponsible principles.

The Investment Adviser may rely on an outside independentauthority to assist with its social criteria monitoring efforts.Normally, the Portfolio primarily will invest in equity securitieslisted on a national securities exchange or traded over-the-counter. However, the Portfolio also may invest in otherinstruments and investment techniques including, withoutlimitation, preferred stock, debentures that can be convertedto common stock or that have rights to buy common stock inthe future, nonconvertible debt securities, U.S. Governmentsecurities, commercial paper and other money marketinstruments, repurchase agreements, reverse repurchaseagreements, and mutual funds. The Portfolio may also buy andsell options on securities and securities indices.

When the Investment Adviser believes that financial,economic, or market conditions require a more defensivestrategy, the Portfolio may increase its holdings ofnonconvertible debt securities, U.S. Government securities,commercial paper and other money market instruments.When invested in this manner, the Portfolio may not achieveits investment objective.

The Portfolio may invest in securities issued by foreigncompanies.

Although the Portfolio intends to primarily invest in equitysecurities, it may also invest in other instruments such aspreferred stock, convertible and non-convertible debtsecurities, options and money market instruments.

Value Portfolio

When the Investment Adviser believes that financial,economic, or market conditions require a defensive strategy,

the Portfolio may buy more nonconvertible debt securities,U.S. Government securities, commercial paper and othermoney market instruments, repurchase agreements andreverse repurchase agreements. When invested in this manner,the Portfolio may not achieve its investment objective.

The Portfolio may also buy and sell options on securities andsecurities indices. The Portfolio may also invest in securitiesissued by foreign companies.

Asset Director Portfolio

When the Investment Adviser believes that financial,economic, or market conditions require a defensive strategy,the Portfolio may buy more nonconvertible debt securities,U.S. Government securities, commercial paper and othermoney market instruments, repurchase agreements andreverse repurchase agreements. When invested in this manner,the Portfolio may not achieve its investment objective.

The Portfolio may invest in securities issued by foreigncompanies.

Summary of Risks

Each Portfolio is subject to the general risk that its investmentobjective or objectives will not be achieved, or that a Portfoliomanager will make investment decisions or use strategies thatdo not accomplish their intended goals. In addition, thePortfolios’ investment strategies may subject them to anumber of risks, including the following:

Capitalization Risk

During an overall stock market decline, stock prices of small ormedium-capitalization companies often fluctuate more andmay fall more than stock prices of larger-capitalizationcompanies. To the extent that a Portfolio invests in stocks ofsmall and medium-capitalization companies, the stocks ofthose companies which have sometimes gone throughextended periods of outperformance and underperformancerelative to larger-capitalization companies. In addition to theSocially Responsive and Value Portfolios, this risk applies to theAsset Director Portfolio.

Credit Risk

The Portfolios’ investments, and particularly investments inconvertible securities and fixed income securities, may beaffected by the creditworthiness of issuers in which thePortfolios invest. Changes in the financial strength, orperceived financial strength, of a company may affect thevalue of its securities and its ability to make payments ofinterest and principal and, therefore, impact the value of aPortfolio’s shares if it invests in the company’s securities.

The Portfolios may all invest in investment grade fixed incomesecurities; but, the Asset Director and Investment Grade BondPortfolios may also invest in fixed income securities that arenot “investment grade,” which are commonly referred to as

17

“junk bonds.” To a greater extent than more highly ratedsecurities, lower rated securities tend to reflect short-termcorporate, economic and market developments, as well asinvestor perceptions of the issuer’s credit quality. Lower ratedsecurities may be especially susceptible to real or perceivedadverse economic and competitive industry conditions. Inaddition, lower rated securities may be less liquid than higherquality investments. Reduced liquidity may prevent a Portfoliofrom selling a security at the time and price that would bemost beneficial to the Portfolio.

The Investment Adviser attempts to reduce the credit riskassociated with lower rated securities through diversificationof Portfolio investments, credit analysis of issuers in which thePortfolios invest, and monitoring broad economic trends andcorporate and legislative developments. However, there is noassurance that it will successfully or completely reduce creditrisk.

Defensive Strategy

If the Investment Adviser believes that economic or othermarket conditions, such as excessive volatility or sharp marketdeclines, require taking a defensive position to preserve ormaintain the assets of a Portfolio, then a Portfolio maypurchase securities of a different type or types than itordinarily would purchase, even if such purchases are contraryto the investment objective or objectives of a Portfolio. Takingsuch a defensive position could prevent a Portfolio fromattaining its investment objectives, or cause it to miss out onsome or all of an upswing in the securities market.

All Portfolios of the Fund may employ defensive strategies andtherefore, this risk applies to all Portfolios.

Derivatives Risk

The Portfolio’s use of derivative instruments may involve risksdifferent from, or greater than, the risks associated withinvesting directly in securities or other traditional investments.Derivatives may be subject to market risk, interest rate risk,and credit risk. Certain derivatives may be illiquid, which mayreduce the return of the Portfolio if it cannot sell or terminatethe derivative instrument at an advantageous time or price.Some derivatives may involve the risk of mispricing orimproper valuation, or the risk that changes in the value of theinstrument may not correlate well with the underlying asset,rate or index. The Portfolio could lose the entire amount of itsinvestment in a derivative and, in some cases, could lose morethan the principal amount invested. Also, suitable derivativeinstruments may not be available in all circumstances, andthere is no assurance that a Portfolio will be able to engage inthese transactions to reduce exposure to other risks.

Foreign Investment Risk

The Portfolio may invest in securities issued by foreigncompanies, which may pose a greater degree of risk. Foreigncompanies may be subject to disclosure, accounting, auditingand financial reporting standards and practices that are

different from those to which U.S. issuers are subject.Accordingly, the Portfolio may not have access to adequate orreliable company information. In addition, political, economicand social developments in foreign countries and fluctuationsin currency exchange rates may affect the operations of foreigncompanies or the value of their securities. Risks posed byinvesting in the securities of foreign issuers may be particularlyacute with respect to issuers located in lesser developed,emerging market countries.

High Yield Risk

High-yield, high-risk bonds (also known as “junk bonds”) havespeculative characteristics, including particularly high creditrisk. High-yield bonds tend to be less liquid than higher-ratedsecurities. The liquidity of specific issuers or industries within aparticular investment category may be diminished ordisappear suddenly and without warning. The high-yield bondmarket can experience sudden and sharp price swings andbecome illiquid due to a variety of factors, including changesin economic forecasts, stock market activity, large sustainedsales by major investors, a high profile default or a change inthe market's psychology. The Investment Grade Bond andAsset Director Portfolios are subject to this risk.

Interest Rate Risk

Each Portfolio may invest in fixed income securities. Generally,the value of these securities will change inversely with changesin interest rates. In addition, changes in interest rates mayaffect the operations of the issuers of stocks or other equitysecurities in which the Portfolios may invest. Rising interestrates, which may be expected to lower the value of fixedincome instruments and negatively impact the operations ofmany issuers, generally exist during periods of inflation orstrong economic growth.

Issuer Risk

The value of a security may decline for a number of reasonswhich directly relate to the general economic or politicalconditions or to the issuer, such as management performance,financial leverage, operating leverage and reduced demand forthe issuer’s goods or services.

Liquidity Risk

Liquidity risk exists when particular investments are difficult topurchase or sell. If a Portfolio invests in illiquid securities orsecurities that become illiquid, it may reduce the returns of thePortfolio because the Portfolio may be unable to sell theilliquid securities at an advantageous time or price. This riskapplies to each Portfolio of the Fund.

Manager Risk

The manager’s selection of securities for a Portfolio may causethe Portfolio to underperform other bond funds orbenchmarks.

Market Risk

The net asset values of each Portfolio (other than the MoneyMarket Portfolio) fluctuate in response to securities marketmovements. A Portfolio could lose money over short periodsdue to fluctuation in it’s net asset value in response to short-term market movements and over longer periods duringmarket downturns. Securities may decline in value due tofactors affecting securities markets generally or particularindustries represented in the markets. The value of a securitymay decline due to general market conditions, economictrends or events that are not specifically related to the issuer ofthe security or to factors that affect a particular industry orindustries. During a general economic downturn in thesecurities markets, multiple asset classes may be negativelyaffected.

Mortgage and Asset-Backed Securities Risk

Mortgage and asset-backed securities may decline in valuewhen defaults on the underlying mortgage or assets occurand may exhibit additional volatility in periods of changinginterest rates.

Prepayment/Extension Risk

The Portfolios may invest in fixed income securities that maybe paid off sooner than expected because borrowers prepaidor refinanced their obligations. If there is such a prepaymentand interest rates are falling, a Portfolio may have to reinvestthe unanticipated proceeds at lower interest rates, which mayresult in a decline in the Portfolio’s income. During periods ofrising interest rates, borrowers may pay off their obligations inconnection with these securities later than expected,preventing the Portfolio from reinvesting principal proceeds athigher interest rates and resulting in less income thanotherwise might be available, as well as increasing the

exposure of the Portfolio to further reductions in the securities’values resulting from increases in interest rates. In addition tothe Investment Grade Bond and Asset Director Portfolios, thisrisk also applies to the Value and Socially ResponsivePortfolios.

Portfolio Turnover Risk

Due to its trading strategies, a Portfolio may experience aportfolio turnover rate of over 100%. The use of certaininvestment strategies may generate increased portfolioturnover. A higher portfolio turnover rate increases transactioncosts and as a result may adversely impact a Portfolio’sperformance and may increase share price volatility. This riskapplies to all Portfolios of the Fund.

Socially Responsible Investing Risk

There is a risk that, due to the inclusion of social criteria inselecting securities, the return of the Socially ResponsivePortfolio may be lower than if investment decisions werebased solely on investment considerations.

Style Risk

If at any time the market does not favor a Portfolio’sinvestment style, the Portfolio’s gains may not be as big as, orits losses may be bigger than, other funds using differentinvestment styles.

Disclosure of Portfolio Holdings

A description of the Fund’s policies and procedures withrespect to the disclosure of the Fund’s portfolio securities isavailable in the Fund’s Statement of Additional Information,which is available upon request.

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19

GENERAL INFORMATION ABOUT THE FUND

Management of the Fund

The business and affairs of the Fund are managed under thedirection of its Board according to laws of the State ofMaryland and the Fund’s Articles of Incorporation and Bylaws.Information about the directors and the Fund’s executiveofficers may be found in the Statement of AdditionalInformation (“SAI”) under the heading “Management of theFund.”

The Investment Advisor – American UnitedLife Insurance Company®

AUL has its principal offices at One American Square,Indianapolis, Indiana 46282. AUL is a stock insurancecompany existing under the laws of the State of Indiana. It wasoriginally incorporated as a fraternal society on November 7,1877, under the laws of the federal government, andreincorporated as a mutual insurance company under the lawsof the State of Indiana in 1933. On December 17, 2000, AULconverted from a mutual life insurance company to a stock lifeinsurance company ultimately controlled by a mutual holdingcompany, American United Mutual Insurance HoldingCompany (“MHC”).

After conversion, MHC issued voting stock to a newly-formedstock holding company, OneAmerica Financial Partners, Inc.(the “Stock Holding Company”). The Stock Holding Companymay, at some future time, offer shares of its stock publicly orprivately; however, MHC must always hold at least 51 percentof the voting stock of the Stock Holding Company, which inturn owns 100 percent of the voting stock of AUL. No planshave been formulated to issue any shares of capital stock ofthe Stock Holding Company at this time. The Stock HoldingCompany issued $200 million aggregate principal amount ofits 7 percent senior notes due 2033 in 2003.

AUL conducts a conventional life insurance and annuitybusiness. At December 31, 2010, the OneAmerica FinancialPartners, Inc. enterprise, with whom AUL is affiliated, hadassets of $24.4 billion and had equity of $1.9 billion.

Subject to overall supervision of the Board, the InvestmentAdviser exercises overall responsibility for the investment andreinvestment of the Fund’s assets. In so doing, the InvestmentAdviser manages the day-to-day investment operations andthe composition of each investment Portfolio. These duties

include the purchase, retention, and disposition of thesecurities and cash in accordance with the Portfolios’investment objectives and policies as stated in the Fund’scurrent prospectus.

Under the Restated Investment Advisery Agreement, theInvestment Adviser is compensated for its services by amonthly fee based on an annual percentage of the averagedaily net assets of each Portfolio. The aggregate annual feespaid by the Fund to AUL (by Portfolio) during the most recentfiscal year were:

Investment Grade Bond Portfolio: .50%Money Market Portfolio: .40%Socially Responsive Portfolio: .70%Value Portfolio .50%Asset Director Portfolio: .50%

From the fees paid to AUL by the Fund, AUL would pay anysub-advisor(s) for their services. As of the date of thisprospectus, there are no sub-advisors for any of the Portfolios.

A discussion regarding the basis of the Board’s approval of theRestated Investment Adviser Agreement relating to thePortfolio is in the Fund’s semi-annual report of the fiscal half-year ending June 30, 2010 and will be in the Fund’s semi-annual report of the fiscal half year ending June 30, 2011.

AUL or its affiliates may, out of their own resources and at noadditional cost to the Portfolio or shareholders, pay broker-dealers and other financial intermediaries (collectively“Intermediaries”) for providing services to the Fund or toinvestors. Such payments, commonly referred to as “revenuesharing,” do not increase Portfolio expenses and are notreflected in the fees and expenses listed in the expense table ofthis prospectus. The compensation received by Intermediariesvia these payments may be more or less than the overallcompensation received by the Intermediaries in connectionwith the sale of other investment products and may influencethe products offered or recommended by the Intermediary,including the investment options available under your variableinsurance contract. Investors may obtain more informationabout these arrangements, including associated conflicts ofinterest, from their Intermediary, and should so inquire if theywould like additional information. Investors also may inquireof an Intermediary how the Intermediary will be compensatedfor investments made in the Portfolio.

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Voluntary Fee Waivers and/or Expense Reimbursements

For the current fiscal year, Other Expenses paid by each class of each Portfolio are expected to be limited to 0.60% for the MoneyMarket Portfolio and 0.50% for all other Portfolios. In addition, Total Annual Portfolio Operating Expenses, after fee waivers andexpense reimbursements, are limited to the following percentages:

Portfolio Class O Advisor ClassInvestment Grade Bond Portfolio 1.00% 1.30%Money Market Portfolio 1.00% 1.30%Socially Responsive Portfolio 1.20% 1.50%Value Portfolio 1.00% 1.30%Asset Director Portfolio 1.00% 1.30%

For the year ended December 31, 2010, AUL reimbursed the Socially Responsive Portfolio $85,384 and voluntarily reimbursed theMoney Market Portfolio $800,523. With respect to all Portfolios other than the Socially Responsive Portfolio any fee waiver or expensereimbursement arrangement is voluntary and may be discontinued at any time. At the February 11, 2011 meeting of the Board ofDirectors, an agreement between the Fund and the Investment Adviser whereby the Investment Adviser agreed, on a non-cancellable basis, via an Expense Limitation Agreement, to reimburse the Fund’s operating expenses to the extent necessary toprevent ordinary operating expenses of the Socially Responsive Portfolio from exceeding 1.2% for Class O shares and 1.5% forAdvisor Class Shares.

The Portfolio Managers

The day-to-day management of the Portfolios is the responsibility of the following portfolio managers:

Investment Grade Bond Portfolio David M. WeisenburgerMoney Market Portfolio David M. WeisenburgerSocially Responsive Portfolio Erik LeightonValue Portfolio Kathryn HudspethAsset Director Portfolio Kathryn Hudspeth and David M. Weisenburger

Portfolio Manager BiographiesThe following section provides biographical information abouteach of the Portfolios’ managers. The SAI provides additionalinformation about each portfolio manager’s compensation,other accounts managed, and ownership of securities of thePortfolios.

Kathryn Hudspeth, CFA, Vice President, Equities, has been theportfolio manager of the Asset Director and Value Portfoliossince each Portfolio’s inception and has been with AUL since1989. In her role as equity portfolio manager, she is responsiblefor developing and executing equity investment strategy forthe OneAmerica Funds, Inc.’s Portfolios and AUL’s generalaccount. Prior to joining AUL, Ms. Hudspeth was VicePresident at Bank One, where she had been responsible forpersonal trust portfolios, institutional accounts and creditresearch.

David M. Weisenburger, CFA, Vice President, Marketable

Bonds, has been with AUL and has been the portfolio managerof the Asset Director, Investment Grade Bond, and MoneyMarket Portfolios since 2007. Mr. Weisenburger alsoparticipates in the credit review, trading, and research processfor AUL’s general account portfolio. Prior to his position withthe Investment Adviser, Mr. Weisenburger was an AssistantVice President and Senior Portfolio Manager for Ohio CasualtyCorporation.

Erik Leighton, Assistant Equity Portfolio Manager, has been aportfolio manager of the Socially Responsive Portfolio since2006 and a member of AUL’s equity portfolio managementteam since joining AUL in 2001. Along with developing andexecuting equity investment strategy for the SociallyResponsive Portfolio, he also provides input on equity strategyand makes investment recommendations for the remainingOneAmerica equity portfolios. He also performs industryreviews and economic analysis.

PRICING OF FUND SHARES

Net Asset ValueThe net asset value per share of each Portfolio’s Class O andAdvisor Class shares is determined by dividing the value ofeach Portfolio’s net assets attributable to the class of shares bythe number of class shares outstanding. That determination is

made once each business day, Monday through Friday, onwhich the New York Stock Exchange (“NYSE”) is open fortrading, as of the close of the NYSE (normally, 4 p.m., EasternDaylight Time (EDT)). Net asset value will not be determinedon days that the NYSE is closed, on any federal holidays or onother holidays when AUL is not open for business.

Traditionally, in addition to federal holidays, AUL is not openfor business on the day after Thanksgiving.

The values of the assets of each Portfolio other than the MoneyMarket Portfolio are based on their market prices, with specialprovisions for assets not having readily available marketquotations. If market quotations are not readily available(which may include closing prices deemed to be unreliabledue to subsequent events), the securities will be fair valuedusing procedures adopted by the Board. The types of securitiesfor which such fair value pricing may be required include, butare not limited to: foreign securities, where a significant eventoccurs after the close of the foreign market on which suchsecurity principally trades, but before the close of the NYSE,that is likely to have changed the value of such security, or theclosing value is otherwise deemed unreliable; securities of anissuer that has entered into a restructuring; securities whosetrading has been halted or suspended; fixed income securitiesthat have gone into default and for which there is no currentmarket value quotation; and securities that are restricted as totransfer or resale.

Valuing securities at fair value involves greater reliance onjudgment than valuing securities that have readily availablemarket quotations. Fund management makes suchdeterminations in good faith in accordance with the Fund’s

21

valuation procedures. Fair value determinations can involvereliance on quantitative models employed by a fair valuepricing service. There can be no assurance that the Portfoliocould obtain the fair value assigned to a security if it were tosell the security at approximately the time at which thePortfolio determines its net asset value per share.

The net asset value per share of each Portfolio, except theMoney Market Portfolio, will fluctuate in response to changesin market conditions and other factors. The Money MarketPortfolio will attempt to maintain a constant net asset valueper share of $1.00, which if so maintained will not fluctuate inresponse to changes in market conditions, although there canbe no assurance that this will be achieved. The Money MarketPortfolio attempts to maintain a constant net asset value pershare by using the amortized cost method of valuation for itsPortfolio securities. This involves valuing a security at cost onthe purchase date and thereafter assuming a constantaccretion of a discount or amortization of a premium tomaturity.

See the SAI for a description of certain conditions andprocedures followed by the Portfolios in connection withamortized cost valuation when investing in money marketinstruments with remaining maturities of less than sixty (60)days.

PURCHASE AND REDEMPTION OF SHARES

As of the date of this Prospectus, shares of the Fund are offeredonly for purchase by one or more separate accounts of AUL toserve as an investment medium for the contracts issued byAUL. Shares of each Portfolio may be offered in the future toseparate accounts of other affiliated or unaffiliated insurancecompanies to serve as the underlying investments for variablelife and annuity contracts. Owners of the contracts do not dealdirectly with the Fund with respect to acquisition, redemptionor transfer of shares and should refer to the contract (orcertificate) or, if applicable, the prospectus for the separateaccount for information on allocation of premiums and ontransfers of account value.

Shares of a Portfolio may be purchased or redeemed on anyday that AUL is open for business. Shares of each Portfolio aresold at their respective net asset values (without a sales charge)next computed after receipt in good order of a purchase orderby the Fund or its designee (including AUL). The separateaccounts invest in shares of the Portfolios in accordance withallocation instructions received from owners and participantsof the contracts offered by AUL. Each Portfolio reserves theright to reject or refuse, in its discretion, any order for thepurchase of shares, in whole or in part. Redemptions will beaffected by the separate accounts to meet obligations underthe contracts. Redemptions are made at the per share net assetvalue next determined after receipt in good order of theredemption request by the Fund or its designee (includingAUL). Redemption proceeds normally will be paid withinseven (7) days following receipt of instructions in good order.The right of redemption may be suspended by the Fund(1) when the New York Stock Exchange (the “NYSE”) is closed(other than customary weekend and holiday closings) or for

any period during which trading is restricted; (2) because anemergency exists, as determined by the Securities andExchange Commission (“SEC”), making disposal of Portfoliosecurities or valuation of new assets not reasonablypracticable; and, (3) whenever the SEC has by order permittedsuch suspension or postponement for the protection ofshareholders.

The Portfolios reserve the right to discontinue offering sharesat any time, or to cease investment operations entirely.

Dividends and DistributionsWith respect to each of the Asset Director, Investment GradeBond, Socially Responsive and Value Portfolios, dividends andcapital gains, if any, are annually declared payable to theshareholders of these Portfolios of record as of the close ofbusiness of a date determined by the Fund’s Board. Suchdividends and capital gains are distributed on a datedetermined by the President or Treasurer of the Fund, but suchdistribution date shall not be later than December 31 of theyear in which dividends or capital gains were declared payable.

With respect to the Money Market Portfolio, dividends, if any,are declared on each Fund business day in an amountconsisting of the Portfolio's net investment income (to theextent not previously declared as a dividend pursuant to thissentence) exclusive of capital gains or losses, to be paid onsuch business day to shareholders of record as of suchbusiness day.

The amounts to be distributed are computed by the President,Treasurer or Assistant Treasurer of the Fund on the basis of

22

income, expenses, gain, and loss of the applicable Portfolio forthe relevant periods.

Any such dividends and capital gains are reinvested in sharesof the applicable Portfolio, unless an election is made by or on

Late Trading

Some investors attempt to profit from trading in funds afterthe close of the market. Because the market has closed, theseinvestors have actual knowledge of the price of the securitiesprior to its calculation. They are, therefore, executing trades inthe funds with information that is not readily available to themarket, thereby benefiting financially to the detriment of othershareholders.

The Fund prohibits late trading in its Portfolios. Theadministrator of the separate accounts of AUL has proceduresin place designed to ensure that all trades from whateversource are dated and time stamped and to allow only thosetrades received prior to the close of the market to receive thatday’s share value. The procedures are designed to ensure thatall trades received after this point will receive the next day’scalculated share value.

Market Timing

Some investors attempt to profit from various short-term orfrequent trading strategies commonly known as markettiming. Excessive purchases and redemptions disruptunderlying portfolio management, hurt underlying fundperformance and drive underlying fund expenses higher.These costs are borne by all owners, including long-terminvestors who do not generate these costs.

AUL and the Fund discourage market timing and excessivetrading. The Board has approved a policy intended todiscourage market timing or excessive trading. If you intend toengage in such practices, do not invest in AUL’s variableaccount. AUL and the Fund reserve the right to reject anyrequest to purchase units which it reasonably determines to bein connection with market timing or excessive trading by an

investor or by accounts of investors under common control(for example, related contract owners or a financial adviserwith discretionary trading authority for multiple accounts).

AUL and the Fund do not always know and cannot alwaysreasonably detect such trading. AUL’s and the Fund’s policiesand procedures only address market timing after the fact andare not prophylactic measures; they will only prevent markettiming going forward once discovered. Once a possible abuseis identified, AUL will restrict trading to the extent permittedunder applicable laws and any applicable contract.

Generally, policyholder trading history is reviewed to confirm ifthe trading activity is indeed abusive. This procedure isenforced against all policyholders consistently.

If it is determined that the trading activity violates either AUL’sor the Fund’s policy, then the policyholder is notified ofrestrictions on their account. Among the actions that can betaken are the limitation or elimination of the policyholder’saccess to internet and interactive voice response trades as wellas limiting the policyholder to a specific number of trades permonth, as determined by AUL or the Fund. AUL will not enterinto any agreement with any individual, corporation, plan orother entity that would permit such activity for that entitywhile discouraging it for other owners.

AUL will cooperate and may share participant-level tradinginformation with the Fund to the extent necessary to assist inthe enforcement of these policies.

The Fund has contracted with an unrelated entity to providemarket timing surveillance for the Fund. The cost of thissurveillance is borne by the investors that own shares of thePortfolios (except the Money Market Portfolio) of the Fund.

TAXATION

Each Portfolio intends to qualify and to elect to be taxed as a“regulated investment company” under the provisions ofSubchapter M of the Internal Revenue Code of 1986, asamended (the “Code”). If a Portfolio qualifies as a “regulatedinvestment company” and complies with the appropriateprovisions of the Code, the Portfolio will not be liable forfederal income tax on income it distributes. The Portfolios alsointend to comply with the diversification requirements undersection 817(h) of the Code that apply to mutual fundsunderlying variable contracts.

Because the shareholders of the Portfolios will be separateaccounts, no discussion is included here as to the federal

income tax consequences at the shareholder level. Forinformation concerning the federal income tax consequencesto purchasers of the variable life insurance policies andvariable annuity contracts, see the prospectus for the relevantvariable insurance contract. See the SAI for more informationon taxes.

We have not authorized anyone to provide you withinformation that is different from the information in thisprospectus. You should only rely on the information in thisprospectus or in other information provided to you by us. Thisprospectus is not an offering by the Fund in any jurisdiction inwhich such offering may not be lawfully made.

behalf of a shareholder to receive distributions in cash,expressed in writing and received by the Fund on or before therecord date for the applicable dividends and capital gains.

ABUSIVE TRADING PRACTICES

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CLASSES OF SHARES – CLASS O AND ADVISOR CLASS SHARES

The Fund offers Class O and Advisor Class shares of thePortfolios in this prospectus. The Class O shares and theAdvisor Class shares are identical in all material respects,except that Advisor Class shares are subject to the fee paidpursuant to the 12b-1 distribution and service plan describedbelow.

Distribution and Servicing (12b-1) Plans –Advisor Class Shares

The Fund may pay annual fees of up to 0.30 percent of eachPortfolio’s average daily net assets attributable to Advisor Classshares as compensation or reimbursement for a variety ofservices and expenses in connection with the marketing, sale

and distribution of Advisor Class shares (“distribution fees”)and in connection with personal services rendered to investors(“servicing fees”). These payments are made pursuant toDistribution and Servicing (12b-1) Plans adopted by the Fundwith respect to the Advisor Class shares of each Portfolio. Theplan will be operated as a compensation plan, meaning thatthe distributor may retain as compensation amounts not usedto pay for distribution.

Because these fees are paid out of a Portfolio’s assets on anongoing basis, over time these fees will increase the cost ofyour investment and may cost you more than other types ofsales charges.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help youunderstand the Portfolios’ financial performance for the past 5years (or, if shorter, the period of the Portfolio’s operations).Certain information reflects financial results for a singlePortfolio share. The total returns in the tables represent therate that an investor would have earned (or lost) on an

investment in a Portfolio (assuming reinvestment of alldividends and distributions). This information has beenaudited by PricewaterhouseCoopers LLP, the Fund'sindependent registered public accounting firm, whose report,along with the Portfolios’ financial statements, are included inthe Annual Report, which is available upon request.

24


The per share amounts are based on shares outstanding throughout the year.

INVESTMENT GRADE BOND PORTFOLIO – CLASS O

For years ended

Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006

Per Share Operating Performance:Net investment income1 $ 0.46 $ 0.53 $ 0.56 $ 0.54 $ 0.53Net gain (loss) on investments 0.36 1.06 (0.68) 0.15 (0.11)

Total from investment operations 0.82 1.59 (0.12) 0.69 0.42

Shareholder distributionsNet investment income (0.48) (0.57) (0.58) (0.54) (0.58)Realized gain (0.16) (0.07) – – –

Net increase (decrease) 0.18 0.95 (0.70) 0.15 (0.16)Net asset value at beginning of year 11.14 10.19 10.89 10.74 10.90

Net asset value at end of year $ 11.32 $ 11.14 $ 10.19 $ 10.89 $ 10.74

Total Return2 7.3% 15.5% (1.0%) 6.4% 3.8%

Supplemental Data:Net assets, end of year (000) $ 138,882 $ 131,261 $ 127,495 $ 131,941 $ 124,630

Ratio to average net assets:Expenses 0.65% 0.66% 0.64% 0.65% 0.64%Net investment income 3.96% 4.83% 5.14% 4.98% 4.86%

Portfolio turnover rate 51% 58% 20% 61% 67%

1 Net investment income is calculated based on average shares.2 The total return is calculated by assuming a purchase of shares on the first day and a sale on the last day of each year reported

and includes reinvestments of dividends and distributions. The total return does not include separate account or contractcharges.

25



INVESTMENT GRADE BOND PORTFOLIO – ADVISOR CLASS

For years ended


Per Share Operating Performance:Net investment income1 $ 0.42 $ 0.49 $ 0.52 $ 0.51 $ 0.50Net gain (loss) on investments 0.35 1.05 (0.66) 0.13 (0.11)


Shareholder distributionsNet investment income (0.45) (0.53) (0.55) (0.50) (0.55)Realized gain (0.16) (0.07) – – –

Net increase (decrease) 0.16 0.94 (0.69) 0.14 (0.16)Net asset value at beginning of year 11.11 10.17 10.86 10.72 10.88

Net asset value at end of year $ 11.27 11.11 $ 10.17 $ 10.86 $ 10.72

Total Return2 6.9% 15.2% (1.2%) 6.1% 3.5%






26



MONEY MARKET PORTFOLIO – CLASS O

For years ended


Per Share Operating Performance:Net investment income1 $ – $ 0.001 $ 0.021 $ 0.047 $ 0.045Net gain (loss) on investments – – – – –

Total from investment operations – $ 0.001 0.021 0.047 0.045

Shareholder distributionsNet investment income – (0.001) (0.021) (0.047) (0.045)

Net increase (decrease) – – – – –Net asset value at beginning of year 1.00 1.00 1.00 1.00 1.00


Total Return2 –3 0.1% 2.1% 4.8% 4.6%


Ratio to average net assets:Expenses 0.20% 0.48% 0.49% 0.50% 0.50%Expenses before waived fees andreimbursed expenses 0.53% 0.52% 0.49% 0.50% 0.50%Net investment income 0.01% 0.11% 2.10% 4.70% 4.49%



3 Less than .05%.

27



MONEY MARKET PORTFOLIO – ADVISOR CLASS

For years ended


Per Share Operating Performance:Net investment income1 $ – –3 0.018 $ 0.044 $ 0.042Net gain (loss) on investments – – – – –

Total from investment operations – – 0.018 0.044 0.042

Shareholder distributionsNet investment income – –3 (0.018) (0.044) (0.042)

Net increase (decrease) – – – – –Net asset value at beginning of year 1.00 1.00 1.00 1.00 1.00


Total Return2 –4 –4 1.9% 4.5% 4.3%


Ratio to average net assets:Expenses 0.20% 0.56% 0.79% 0.80% 0.80%Expenses before waived fees andreimbursed expenses 0.83% 0.81% 0.79% 0.80% 0.80%Net investment income 0.01% 0.03% 1.80% 4.38% 4.24%



3 Less than $.0005 per share.4 Less than .05%.

28


The per share amounts are based on shares outstanding throughout the period.

SOCIALLY RESPONSIVE PORTFOLIO – CLASS O

For the periodMarch 31,20064

For years ended throughDec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006

Per Share Operating Performance:Net investment income1 $ 0.09 $ 0.07 $ 0.11 $ 0.10 $ 0.06Net gain (loss) on investments 0.84 $ 1.92 (3.94) 0.26 0.20


Shareholder distributionsNet investment income (0.09) (0.06) (0.12) (0.10) (0.05)Realized gain – – – (0.08) –

Net increase (decrease) 0.84 1.93 (3.95) 0.18 0.21Net asset value at beginning of period 8.37 6.44 10.39 10.21 10.00

Net asset value at end of period $ 9.21 $ 8.37 $ 6.44 $ 10.39 $ 10.21

Total Return2 11.29% 30.9% (36.8%) 3.5% 2.6%

Supplemental Data:Net assets, end of period (000) $ 2.638 $ 2.296 $ 1,642 $ 3,272 $ 2,561

Ratio to average net assets:Expenses 1.20% 1.20% 1.20% 1.20% 1.20%3

Expenses before waived fees andreimbursed expenses 3.01% 3.70% 2.74% 2.71% 4.40%3

Net investment income 1.07% 0.97% 1.30% 0.89% 0.81%3


1 Net investment income is calculated based on average shares.2 The total return is calculated by assuming a purchase of shares on the first day and a sale on the last day of each period reported

and includes reinvestments of dividends and distributions. The total return does not include separate account or contractcharges. Total returns for periods less than one year are not annualized.

3 Annualized.4 Commencement of operations.

29


The per share amounts are based on shares outstanding throughout the period.

SOCIALLY RESPONSIVE PORTFOLIO – ADVISOR CLASS

For the periodMarch 31,20064

For years ended throughDec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006

Per Share Operating Performance:Net investment income1 $ 0.07 $ 0.05 $ 0.09 $ 0.06 $ 0.04Net gain (loss) on investments 0.85 1.91 (3.94) 0.26 0.20


Shareholder distributionsNet investment income (0.07) (0.04) (0.09) (0.07) (0.03)Realized gain – – – (0.08) –

Net increase (decrease) 0.85 1.92 (3.94) 0.17 0.21Net asset value at beginning of period 8.36 6.44 10.38 10.21 10.00

Net asset value at end of period $ 9.21 $ 8.36 $ 6.44 $ 10.38 $ 10.21

Total Return2 10.9% 30.6% (37.1%) 3.1% 2.4%

Supplemental Data:Net assets, end of period (000) $ 2,512 $ 2,227 $ 1,427 $ 2,274 $ 1,832

Ratio to average net assets:Expenses 1.50% 1.50% 1.50% 1.50% 1.50%3

Expenses before waived fees andreimbursed expenses 3.32% 3.98% 3.07% 3.02% 4.73%3

Net investment income 0.77% 0.68% 1.06% 0.59% 0.51%3


1 Net investment income is calculated based on average shares.2 The total return is calculated by assuming a purchase of shares on the first day and a sale on the last day of each period reported

and includes reinvestments of dividends and distributions. The total return does not include separate account or contractcharges. Total returns for periods less than one year are not annualized.

3 Annualized.4 Commencement of operations.

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VALUE PORTFOLIO – CLASS O

For years ended




Shareholder distributionsNet investment income (0.29) (0.28) (0.48) (0.42) (0.39)Realized gain – – (0.92) (1.68) (1.79)

Net increase (decrease) 2.18 4.02 (10.63) (1.15) 1.19Net asset value at beginning of year 18.20 14.18 24.81 25.96 24.77


Total Return2 13.5% 30.3% (36.9%) 3.6% 13.5%

Supplemental Data:Net assets, end of year (000) $ 242,837 $ 230,501 $ 191,208 $ 358,686 386,081





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VALUE PORTFOLIO – ADVISOR CLASS

For years ended


Per Share Operating Performance:Net investment income1 $ 0.23 $ 0.23 $ 0.38 $ 0.32 $ 0.32Net gain (loss) on investments 2.16 $ 3.99 (9.58) 0.54 2.94


Shareholder DistributionsNet investment income (0.24) (0.24) (0.42) (0.34) (0.33)Realized gain – – (0.92) (1.68) (1.79)



Total Return2 13.2% 29.9% (37.1%) 3.3% 13.2%






32



ASSET DIRECTOR PORTFOLIO – CLASS O

For years ended







Total Return2 11.8% 26.2% (25.4%) 5.1% 10.5%






33



ASSET DIRECTOR PORTFOLIO – ADVISOR CLASS

For years ended







Total Return2 11.5% 25.8% (25.7%) 4.8% 10.2%






34

OneAmerica® Funds, Inc.Class O and Advisor Class Shares

Variable Life and Annuity Contracts

Sold By

AMERICAN UNITEDLIFE INSURANCE COMPANY®

One American SquareIndianapolis, Indiana 46282

PROSPECTUS

Dated: May 1, 2011

Investment Company Act File No. 811-05850

There is a SAI that has more information about the Fund. It is incorporated by reference and is legally considered a part of thisprospectus. The Fund also files annual and semi-annual reports with the SEC. These reports provide more information about thePortfolios’ investments. The annual report also discusses market conditions and investment strategies that significantly affected thePortfolios’ performance during their last fiscal year.

You may request a free copy of the statement of additional information or a copy of the annual or semi-annual reports by writing tous at One American Square, Indianapolis, Indiana 46282 or by calling us at (800) 249-6269. If you have other questions, call or writeus.

Information about the Fund can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., which maybe contacted at 1-202-551-8090. Reports and other information is also available on the EDGAR Database on the SEC’s Internet site athttp://www.sec.gov. Copies of this information can be ordered by writing the Public Reference Section of the SEC, Washington, D.C.20549-1520 or by e-mailing your request to [email protected]. The SEC will charge a duplicating fee for those services. Pleasereference the Fund’s Investment Company Act file number in your correspondence.

The Portfolios are not insured by the Federal Deposit Insurance Corporation; are not deposits or other obligations of the financialinstitution and are not guaranteed by the financial institution; and are subject to investment risks, including possible loss of theprincipal invested.

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R-19369 5/1/11

Please read this prospectus carefully before you invest or send money. Variable annuities issued by American United LifeInsurance Company® (AUL) are distributed by OneAmerica® Securities, Inc., member FINRA, SIPC, a wholly-ownedsubsidiary of AUL.

American United Life Insurance Company®

a OneAmerica® companyOne American Square, P.O. Box 368Indianapolis, IN 46206-0368

© 2011 American United Life Insurance Company®. All rights reserved. OneAmerica® and the

OneAmerica banner are all trademarks of OneAmericaFinancial Partners, Inc.

Documents

OneAmerica Funds, Inc. · American United Life Insurance Company® (“AUL” or “Investment Advisor”) that fund investments in variable life and variable annuity contracts issued