ANCHOR CAPITAL ACCUMULATION TRUST
485BPOS, 1997-05-01
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                                Registration Nos. 2-16931; 811-0972











             SECURITIES AND EXCHANGE COMMISSION


                    WASHINGTON D.C. 20549


                          FORM N-1A


   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933|X|


                 Pre-Effective Amendment No.             |_|

   

               Post-Effective Amendment No. 46           |X|

    

                             and


              REGISTRATION STATEMENT UNDER THE           |X|

               INVESTMENT COMPANY ACT OF 1940

   
                      Amendment No. 24                   |X|
    


              (Check appropriate box or boxes)

              ANCHOR CAPITAL ACCUMULATION TRUST
     (Exact Name of Registrant as Specified in Charter)

   
                      2717 Furlong Road
                  Doylestown, Pennsylvania 18901
     (Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:  (215) 794-2980
    


    It is proposed that this filing will become effective

                   (Check appropriate box)

|X|immediately upon filing pursuant to Paragraph (b) of Rule 485

|_| on  ____________________  pursuant to Paragraph (b) |_| 60 days after filing
pursuant to Paragraph  (a)(1) |_| on _______ pursuant to Paragraph (a)(1) |_| 75
days after filing pursuant to paragraph (a)(2)

|_|on ________ pursuant to Paragraph (a)(2) of Rule 485 or 486


                    Peter K. Blume, Esq.
        Yukevich, Blume, Marchetti & Zangrilli, P.C.
               One Gateway Center, Sixth Floor
                    Pittsburgh, PA 15222
           (Name and Address of Agent for Service)

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

   
  The Registrant has previously  filed a declaration of indefinite  registration
    of its shares pursuant to Rule 24f-2 under the
   Investment Company Act of 1940. The Registrant's Notice under
  Rule 24f-2 for the fiscal year ended December 31, 1996 will be
                 filed on or before June 30, 1997.
===================================================================
    
               Page 1 of 62 pages.  Exhibit Index on page 46.


                                       1
<PAGE>


                 ANCHOR CAPITAL ACCUMULATION TRUST


           Cross Reference sheet Pursuant to Rule 495(a)


             Part A

           Form Item                    Cross Reference


Item 1.    Cover Page.                  Cover Page

Item 2.    Synopsis.                    Shareholder Transaction
                                        Expenses; Annual Trust
                                        Operating Expenses

Item 3.   Condensed Financial           Statement
          Information                   of  Selected Per Share
                                        Data.

   
Item 3A.  Financial Data Schedule.
    

Item 4.   General Description of         Cover Page; About the Trust;
          Registrant                     Investment Objective and
                                         Policies; Specialized
                                         Investment Techniques

Item 5.   Management of the Trust.

   (a)  .............................    Management -- Trustees

   (b)  .............................    Manager -- Investment
                                         Advisor

   (c)  .............................    Not Applicable

   (d)  .............................    Other Information --
                                         Custodian, Transfer Agent
                                         and Dividend Paying Agent

   (e)  .............................    Management -- Expenses

   (f)  .............................    Management -- Brokerage

Item 5A.  Management's Discussion of Fund Performance.

Item 6.   Capital Stock and Other Securities.

   (a)  .............................    About the Trust; Other
                                         Information --
                                         Capitalization

   (b)  .............................    Not Applicable

   (c)  .............................    Not Applicable

   (d)  .............................    Not Applicable

   (e)  .............................    How to Purchase Shares;
                                         Other Information
        .............................    -- Shareholder Inquiries


                                       2
<PAGE>

   (f)  .............................    About the Trust; Services
                                         for Shareholders --
                                         Distributions; Taxes

Item 7.   Purchase of Securities Being Offered.

   (a)  .............................    How to Purchase Shares

   (b)  .............................    Determination of Net
                                         Asset Value

   (c)  .............................    How to Purchase Shares

   (d)  .............................    How to Purchase Shares

   (e)  .............................    Distribution of Shares

Item 8.   Redemption or Repurchase.      Redemption and
                                         Repurchase of Shares

Item 9.   Pending Legal Proceedings.     Not Applicable

        .............................    Statement of Additional
        Part B.......................    Information Cross
                                         Reference

                      Form Item

Item 10.  Cover Page.................    Cover Page

Item 11.  Table of Contents.             Table of Contents

Item 12.  General Information and        Not Applicable
          History

Item 13.  Investment Objectives and
          Policies                       Additional Information
                                         Concerning Investment
                                         Policies and Risk
                                         Considerations;
                                         Investment Restrictions

Item 14.  Management of the Fund.        Management --
                                         Officers and Trustees

Item 15. Control Persons and Principal Holders
         of Securities.

   (a)  .............................    Not Applicable

   (b)  .............................    Not Applicable

   (c)  .............................    Management -- Officers
                                         and Trustees

Item 16. Investment Advisory and Other Services.

    (a), (b).........................    Management -- Investment
                                         Advisory Contract

    (c),(d),(e)......................    Not Applicable

   (f)  .............................    Distribution of Shares

   (g)  .............................    Not Applicable

   (h)  .............................    Other Information



                                       3
<PAGE>


   (i)  .............................    Not Applicable

Item 17. Brokerage Allocation.           Portfolio Security
                                         Transactions

Item 18. Capital Stock and Other
         Securities..................    About the Trust

Item 19. Purchase Redemption and Pricing
         of Securities Being Offered.

     (a),(b).........................    How to Purchase Shares;
                                         Determination of Net
                                         Asset Value

   (c)  .............................    Not Applicable

Item 20. Tax Status..................    Taxes

Item 21. Underwriters................    Distribution of Shares;
                                         How to Purchase Shares

Item 22. Calculation of Performance      Not Applicable
         Data

Item 23. Financial Statements.           Financial Statements

          Part C.....................    Other Information

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.



                                       4
<PAGE>




==================================================================
                ANCHOR CAPITAL ACCUMULATION TRUST
==================================================================


                            PROSPECTUS


   
                        Dated May 1, 1997


             Anchor Investment Management Corporation
                        Investment Adviser
                        2717 Furlong Road
                  Doylestown, Pennsylvania 18901

Anchor Capital  Accumulation  Trust (the "Trust"),  formerly known as Meeschaert
Capital  Accumulation  Trust, is a diversified  open-end  management  investment
company.  The investment  objective of the Trust is to obtain long-term  capital
appreciation by investing in a diversified  group of securities  selected on the
basis of their investment  values.  Investment  policies are flexible and permit
investments primarily in common and preferred stocks, both domestic and foreign.
The Trust may write  covered  call  options or  purchase  covered put options on
portfolio securities and securities indices. The Trust may also purchase put and
call options on foreign  currencies  and sell options on foreign  currencies  in
closing sale transactions.  In addition, the Trust may lend portfolio securities
and invest in repurchase  agreements.  The Trust has adopted a Distribution Plan
under  Rule  12b-1  of  the  Investment  Company  Act  of  1940,  providing  for
compensation  to the Trust's  Distributor in respect of sales of Trust shares in
the maximum  amount of 5% of the sale price  (currently  limited to .75 of 1% of
the average  daily net assets for any fiscal  year) and in addition may impose a
related contingent deferred sales charge, commencing at 4% in the first calendar
year and declining thereafter,  in connection with redemptions of purchases made
within four calendar  years of purchase of the shares  redeemed or  repurchased.
The Distribution Plan has not been made effective pending review and approval of
the Plan by the Trust's shareholders. See "Distribution of Shares" herein and in
the  Statement  of  Additional  Information.  The  address of the Trust and it's
Investment Adviser is 2717 Furlong Road, Doylestown,  Pennsylvania 18901 and the
telephone number is (215) 794-2980.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
      UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    

- ------------------------------------------------------------------
This Prospectus sets forth certain information about the Trust
which investors ought to know before investing, and it should be
retained for future reference. Additional facts about the Trust
are contained in a Statement of Additional Information dated May
1, 1997, which has been filed with the Securities and Exchange
Commission. The Statement and the Trust's Annual Report for 1996
are available without charge by calling or by writing the Trust
at the above telephone number or address. The Statement of
Additional Information and Annual Report are incorporated by
reference in this Prospectus.
- ------------------------------------------------------------------



                                       5
<PAGE>


   
                 TABLE OF TRUST FEES AND EXPENSES
                 SHAREHOLDER TRANSACTION EXPENSES:
           Maximum Sales Load Imposed on Purchase ..     None
           Maximum  Deferred  Sales Load (as a percentage
           of original  purchase price) (Note 1)
                   Year of Purchase.................     4.00%
                   Second Year......................     3.00%
                   Third Year.......................     2.00%
                   Fourth Year......................     1.00%
           Maximum Sales Load Imposed on Reinvested
           Dividends  ..............................     None
           Redemption Fees..........................     None
           Exchange Fees............................     None



                    ANNUAL TRUST OPERATING EXPENSES:
         (as a percentage of average net assets) (Note 2)

           Management Fees..........................     0.75%
           12b-1 Fees...............................     None
           Other Expenses...........................     0.35%
           Total Trust Operating Expenses...........     1.10%


EXAMPLE
                                      1 Year 3 years 5 Years 10 Years
You would pay the following expenses    $51    $55     $61    $134
on a $1,000 investment assuming (1)
5% annual return and (2) redemption
at the end of each time period:
You would pay the following expenses    $11    $35    $61     $134
on the same investment, assuming no
redemption:
    

  THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
 PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS
                        THAN THOSE SHOWN.

The purpose of this table is to assist the investor in understanding the various
costs  and  expenses  that an  investor  in the Trust  will  bear,  directly  or
indirectly.  This  information  should be read in  conjunction  with the Trust's
Annual Report,  which contains a more complete  description of the various costs
and expenses and is  incorporated  by  reference in this  Prospectus.  Note 1. A
contingent  deferred  sales charge may be imposed upon  certain  redemptions  of
shares  purchased  after  inception  of  the  Trust's   Distribution  Plan.  See
"Distribution of Shares" in the Prospectus. The Trustees do not currently impose
the charge.  Note 2. The Trustees  have set an aggregate  limit on the amount of
12b-1  payments  equal to .75 of 1% of the Trust's  average daily assets for any
fiscal year. The Trustees do not currently impose the charge.


                                       6
<PAGE>


                         TABLE OF CONTENTS

TABLE OF TRUST FEES AND EXPENSES:............................2

ANNUAL TRUST OPERATING EXPENSES..............................2

CONDENSED FINANCIAL INFORMATION & SELECTED PER SHARE DATA
AND RATIOS...................................................4

   Financial Highlights......................................4

ABOUT THE TRUST..............................................5

INVESTMENT OBJECTIVE AND POLICIES............................5

SPECIALIZED INVESTMENT TECHNIQUES............................5

   Foreign Securities........................................5

   Option Transactions Involving Portfolio Securities and
   Securities Indices........................................6

   Options on Foreign Currencies.............................6

   Financial Futures and Related Options.....................6

   Lending of Portfolio Securities...........................7

   Repurchase Agreements.....................................7

MANAGEMENT...................................................8

   Trustees..................................................8

   Investment Adviser........................................8

   Expenses..................................................9

   Brokerage.................................................9

   Management Discussion of Fund Performance.................9

HOW TO PURCHASE SHARES......................................10

DISTRIBUTION OF SHARES......................................10

HOW TO EXCHANGE SECURITIES FOR TRUST SHARES.................11

REDEMPTION AND REPURCHASE OF SHARES.........................11

DETERMINATION OF NET ASSET VALUE............................12

SERVICES FOR SHAREHOLDERS...................................12

   Open Accounts............................................12

   Invest-By-Mail...........................................13

DISTRIBUTIONS...............................................13

TAXES.......................................................13

OTHER INFORMATION...........................................14

   Custodian, Transfer Agent and Dividend-Paying Agent......14

   Capitalization...........................................14

   Shareholder Inquiries....................................14

APPLICATION FORM............................................15





                                       7
<PAGE>



  CONDENSED FINANCIAL  INFORMATION AND SELECTED PER SHARE DATA AND RATIOS (for a
     share outstanding throughout each period ended December 31,)


   
The following  information  for the seven years ended December 31, 1996 has been
examined by Livingston & Haynes, P.C.,  independent  accountants,  and should be
read in  conjunction  with their report and the financial  statements  and notes
appearing in the Trust's  Annual Report which are  incorporated  by reference in
this Prospectus. Each of the three years ended December 31, 1989 was examined by
Arthur Andersen & Co., independent accountants.     



  Financial Highlights

                                   Year Ended December 31

                   1996 1995  1994  1993 1992  1991  1990 1989  1988  1987
Investment income $     $    $     $     $    $     $     $    $     $
                    1.33 (1.17)3.49  0.05  0.29 0.79  1.63  2.70 1.28  0.13
Expenses.........   0.92 (0.64)2.10  0.03  0.17 0.22  0.29  0.38 0.28  0.09
Net investment      0.41 (0.53)1.39  0.02  0.12 0.57  1.34  2.32 1.00  0.04
income (loss)....
Net realized and
unrealized gain .   3.06  4.32(1.72)(0.47) 1.60 3.10  0.52  1.95(0.43)(0.24)
(loss) on
investments......
Distributions to
shareholders:
  From net
investment         (0.13)(0.19(0.23)(0.17)(0.31)--   (1.25)(2.17(0.98)(0.21)
income ..........
(loss)...........
  From net
realized  gains    (0.09)(0.62(0.04)(2.11)(2.48(0.99)(0.57)(4.06(1.34) ___
on     ..........
investments......
Net increase
(decrease) in       3.25  2.98(0.60)(2.73)(1.07)2.68  0.04 (1.96(1.75)(0.41)
net           ...
asset value......
Net asset value:
  Beginning of     23.05 20.0720.67 23.40 24.4721.79 21.75 23.7125.46 25.87
year.............
  End of year.... $26.30$23.0$20.07$20.67$23.4$24.47$21.79$21.7$23.71$25.46
Total Return.....  15.05%18.91(1.58%(2.97%)7.1516.85% 8.56%18.05%2.24%(0.75%)
Ratio of expenses
to average net ..   1.10% 1.11%1.10% 1.10% 1.08%1.01% 1.07% 0.84%1.03% 1.48%
assets...........
Ratio of net
investment income   0.49% 0.92%0.73% 0.65% 0.73%2.57% 4.98% 5.05%3.69% 0.67%
to average net
assets...........
Portfolio turnover  0.21  0.40 0.63  0.84  0.74 0.50  1.00  0.83 2.49  0.72
Average             0.06500.0400.06060.05660.0540.03190.045--   --    --
Commission Rate
Paid.............
Number of shares
outstanding at .. 469,70539,3392,24702,04643,5921,56902,451,0391,538,1,575,829
end of year......

Per share data and ratios assuming no waiver of advisory fees:

Expenses.........                             $     $
                                                0.23  0.37
Net investment                                $     $
income...........                               0.56  1.26
Ratio of expenses
to average net ..                               1.03% 1.32%
assets...........
Ratio of net
investment income                               2.55% 4.73%
to average net
assets...........

  * Includes balancing effect of calculating per share amounts.

  On December 20, 1985, the Trust succeeded to all the assets and liabilities of
Meeschaert  Capital  Accumulation  Fund, Inc. (See "About the Trust" below), for
which the above information was prepared.

  Note 1. All per share numbers give retroactive effect to stock dividends.


  Note 2. Investment income,  operating expenses and net income (loss) per share
are computed based on the weighted average shares outstanding  throughout fiscal
periods.



                                       8
<PAGE>


                                 ABOUT THE TRUST

On December  20, l985  Anchor  Capital  Accumulation  Trust,  formerly  known as
Meeschaert Capital Accumulation Trust,  acquired all of the assets,  liabilities
and operations of Meeschaert  Capital  Accumulation  Fund, Inc., a Massachusetts
corporation  (the  "Predecessor  Fund"),  pursuant  to a  reorganization  (  the
"Reorganization")  approved by the  shareholders  of the  Predecessor  Fund at a
meeting  held on  October  26,  l984.  As a result  of the  Reorganization  each
shareholder  of the  Predecessor  Fund received an equal number of shares of the
Trust,  having  an  equal  net  asset  value,  as were  held by the  shareholder
immediately prior to the Reorganization.  The investment objective, policies and
restrictions of the Trust following the  Reorganization are the same as those of
the  Predecessor  Fund. The  Predecessor  Fund was organized as a  Massachusetts
corporation  on August  12,  1960 and it  actively  operated  as a  diversified,
open-end management investment company from May 2, l961 until December 20, l985,
the  effective  date  of  the  Reorganization.   Anchor  Investment   Management
Corporation  (formerly Meeschaert  Investment  Management Corp.), the Investment
Adviser of the Trust,  served as the Predecessor  Fund's investment adviser from
June 6, l973 until the effective  date of the  Reorganization.  The Trust is not
required to hold annual  shareholders'  meetings.  However,  special meetings of
shareholders  may be called for purposes such as electing or removing  Trustees,
changing fundamental  investment  policies,  or approving an investment advisory
agreement.

                        INVESTMENT OBJECTIVE AND POLICIES
The investment  objective of the Trust is to obtain  long-term  appreciation  of
capital by investing  primarily in a  diversified  group of common and preferred
stocks selected on the basis of their  investment  values.  In determining  such
investment  values the  investment  adviser will place  primary  emphasis on the
following financial characteristics; above-average growth in earnings per share;
strong balance sheet with an emphasis on a low debt to equity ratio and adequate
working  capital;  a high return on invested  capital with an accompanying  high
capital  reinvestment rate; and strong product and market conditions relative to
competition  within  a  company's  industry  group.  The  foregoing   investment
objective is a fundamental  policy,  and may not be changed  without the vote of
the  holders of a majority  of the  Trust's  outstanding  voting  securities  as
defined in the Investment  Company Act of l940,  which in this Prospectus  means
the lesser of either (l) a majority  of the  outstanding  shares of the Trust or
(2) 67% or more of the shares  represented  at a meeting if the  holders of more
than 50% of such shares are present or represented by proxy at the meeting.  The
investment restrictions to which the Trust is subject are fully described in the
Statement of Additional Information.  Like the Trust's investment objective, the
investment  restrictions are fundamental policies and may not be changed without
shareholder approval.

                        SPECIALIZED INVESTMENT TECHNIQUES
To achieve  its  investment  objective,  the Trust may use  certain  specialized
investment   techniques,   including  transactions  in  options  on  securities,
securities  indices  and  currencies,  and  transactions  in  financial  futures
contracts and related options,  loans of portfolio  securities,  transactions in
repurchase  agreements,  and investment in foreign securities.  These techniques
may involve certain risks,  which are summarized below and are discussed further
in the Statement of Additional  Information.  The practices  described below are
fundamental  policies.  There can be no assurance that the Trust will attain its
investment objective.

  Foreign Securities
The Trust may make foreign investments with respect to 100% of the Trust's total
net assets.  Investors should recognize that the Trust's  investments in foreign
securities  involve  special risks for the following  reasons:  (1) there may be
less public  information  available  about foreign  companies  than is available
about United States  companies;  (2) foreign companies are not generally subject
to the uniform  accounting,  auditing  and  financial  reporting  standards  and
practices applicable to United States companies;  (3) foreign stock markets have
less volume than the United States  markets,  and the securities of some foreign
companies are less liquid and more  volatile  than the  securities of comparable
United States companies;



                                       9
<PAGE>

 (4) there may be less governmental regulation of stock
exchanges,  brokers, listed companies and banks in foreign countries than in the
United  States;  (5) the Trust  may incur  fees on  currency  exchanges  when it
changes  investments  from one  country  to  another;  (6) the  Trust's  foreign
investments   could  be  affected  by  expropriation,   confiscatory   taxation,
nationalization of bank deposits,  establishment of exchange controls, political
or  social  instability,  diplomatic  developments  or  currency  blockage;  (7)
fluctuations  in foreign  exchange  rates will  affect the value of the  Trust's
portfolio  securities,  the value of dividends  and interest  earned,  gains and
losses realized on the sale of securities,  net investment income and unrealized
appreciation or depreciation of investments; (8) payments may be withheld at the
source; and (9) it may be more difficult to obtain legal judgments abroad.

  Option Transactions Involving Portfolio Securities and Securities
  Indices
The Trust may write call option  contracts  or purchase put or call options with
respect to portfolio  securities and with respect to securities  indices at such
times as the Investment Adviser  determines to be appropriate.  Call options are
written and put options are purchased  solely as covered options -- options with
respect to  securities  which the Trust  owns -- and such  options  (which  will
generally  correspond to the securities  represented by the index in the case of
index  options)  on  domestic  securities  are  generally  listed on a  national
securities  exchange.  The Trust will write or purchase  such options only where
economically  appropriate  as  a  hedging  technique  to  reduce  the  risks  in
management of its  portfolio,  and to preserve the Trust's net asset value,  and
not for speculative  purposes (i.e. not for profit).  In no event will the Trust
purchase  such options  where the value of the options,  either singly or in the
aggregate,  would  exceed 50% of the value of the Trust's  assets at the time of
purchase.  Exchanges on which such options  currently are traded are the Chicago
Board  Options  Exchange  and  the  American,  Pacific  and  Philadelphia  Stock
Exchanges (the "Exchanges").  Options on foreign securities and on some domestic
securities  may not be listed on any  domestic  or foreign  exchange.  The Trust
receives  a premium on the sale of an option,  but gives up the  opportunity  to
profit  from any  increase  in the  price  of the  security,  or  representative
securities  in the case of an index  option,  above  the  exercise  price of the
option.  There can be no  assurance  that the Trust will always be able to close
out option  positions at  acceptable  prices.  The Trust pays a premium upon the
purchase  of an  option,  which  may be lost if the  option  proves  to be of no
ultimate value.  The Investment  Adviser believes that the Trust's assets may be
increased  by  realizing  premiums  from the  writing  of call  options  and the
purchasing  of put  options on  securities  held by the  Trust.  There can be no
assurance  that the Trust will always be able to close out option  positions  at
acceptable prices.

  Options on Foreign Currencies
The Trust may  purchase  put and call  options  on foreign  currencies  and sell
options on foreign  currencies in closing sale  transactions with respect to 50%
or less of the  Trust's net assets.  The Trust may  purchase  options on foreign
currencies only where economically  appropriate as a hedging technique to reduce
the risks in management of its portfolio,  and to preserve the Trust's net asset
value,  and not for  speculative  purposes (i.e.,  not for profit).  The Trust's
success  in  using  hedging  techniques  depends,  among  other  things,  on the
Investment  Adviser's  ability to predict the direction and  volatility of price
movements in the options  markets as well as the  securities  markets and on the
Investment  Adviser's  ability to select the proper  type,  time and duration of
hedges.  Although  the  Investment  Adviser has prior  experience  in  utilizing
options on foreign  currencies for hedging  purposes,  there can be no assurance
that this technique will produce its intended  results.  It should be recognized
that the price movements of options on foreign currencies purchased by the Trust
may not correspond to the price  movements of the Trust's  portfolio  securities
and may  therefore  cause  the  option  transactions  to result in losses to the
Trust.

  Financial Futures and Related Options
The Trust may purchase and sell  financial  futures  contracts  and put and call
options on financial futures contracts as a hedge against anticipated changes in
the market value of its portfolio  securities or securities  which it intends to
purchase. Hedging is the initiation of a position in the futures market which is
intended as a temporary  substitute  for the purchase or sale of the  underlying
currency or securities in the cash market. Financial futures contracts consist



                                       10
<PAGE>

of interest  rate futures  contracts,  securities  index  futures  contracts and
currency futures contracts. A financial futures contract obligates the seller of
the  contract to deliver,  and the  purchaser  to take  delivery of, the subject
assets called for in the contract at a specified  future time and at a specified
price. An option on a futures contract gives the purchaser the right to assume a
position in the  contract  (a long  position if the option is a call and a short
position  if the  option  is a put) at a  specified  exercise  price at any time
during  the  period of the  option.  The Trust will  engage in  transactions  in
financial  futures  contracts and related options only for hedging  purposes and
not for  speculation.  In  addition,  the Trust  will not  purchase  or sell any
financial futures contract or related option if, immediately thereafter, the sum
of the  cash or U.S.  Treasury  bills  committed  with  respect  to the  Trust's
existing  futures and related option positions and the premiums paid for related
options  would exceed 5% of the market  value of the Trust's  total  assets.  In
instances  involving  the  purchase of  financial  futures  contracts or related
options,  cash or liquid assets equal to the market value of the contracts (less
any  amounts  previously  committed  with  respect  to such  contracts)  will be
deposited  in  a  segregated   account  with  the  Trust's   custodian  bank  to
collateralize  fully the position and thereby  ensure that it is not  leveraged.
The extent to which the Trust may enter into  financial  futures  contracts  and
related options may also be limited by requirements of the Internal Revenue Code
for qualification as a regulated investment company. Engaging in transactions in
financial futures contracts involves certain risks, such as the possibility that
the Trust's  Investment Adviser could be incorrect in its expectations as to the
direction or extent of various  currency  exchange or interest  rate  movements.
There is also the risk that a liquid secondary market may not exist. The risk in
purchasing  an  option  on a futures  contract  is that the Trust  will lose the
premium it paid. Also, there may be circumstances when the purchase of an option
on a financial  futures  contract  would result in a loss to the Trust while the
purchase or sale of the financial  futures contract would not have resulted in a
loss.

  Lending of Portfolio Securities
The Trust may seek to increase its income by lending portfolio  securities.  Any
such loan will be  continuously  secured  by  collateral  at least  equal to the
market  value of the security  loaned.  The Trust would have the right to call a
loan and obtain the  securities  loaned at any time on five days notice.  During
the existence of a loan,  the Trust would  continue to receive the equivalent of
the interest or dividends paid by the issuer on the securities  loaned and would
also receive a fee, or the interest on investment of the collateral, if any. The
total  value of the  securities  loaned at any time  would not be  permitted  to
exceed 30% of the Trust's total assets. As with other extensions of credit there
are risks of delay in recovery or even loss of rights in the  collateral  should
the borrower of the securities  fail  financially.  However,  the loans would be
made only to U.S. domestic  organizations deemed by the Trust's management to be
of good  standing  and when,  in the  judgment  of the Trust's  management,  the
consideration to be earned justifies the attendant risk.

  Repurchase Agreements
The Trust  may  engage  in  transactions  in  repurchase  agreements,  which are
agreements under which the Trust acquires a money market  instrument (a security
issued by the U. S. Government or any agency thereof, a bankers' acceptance or a
certificate of deposit) from a commercial bank,  subject to resale to the seller
at an agreed upon price and date (normally the next business day).

The resale price  reflects an agreed upon interest rate effective for the period
the instrument is held by the Trust and is unrelated to the interest rate on the
underlying  instrument.  The Trust will effect  repurchase  agreements only with
large  well-capitalized  banks whose deposits are insured by the Federal Deposit
Insurance  Corporation  and  have  capital  and  undivided  surplus  of at least
$200,000,000.  The  instrument  acquired  by the  Trust  in  these  transactions
(including  accrued  interest) must have a total value in excess of the value of
the  repurchase  agreement and will be held by the Trust's  custodian bank until
repurchased.  The  Trustees of the Trust will  monitor  the  Trust's  repurchase
agreement  transactions  on  a  continuous  basis  and  will  require  that  the
applicable  collateral  will be retained by the Trust's  custodian bank. No more
than an aggregate of 10% of the Trust's total assets, at the time of investment,
will be invested in repurchase agreements having maturities longer than seven



                                       11
<PAGE>

days and other  investments  subject  to legal or  contractual  restrictions  on
resale,  or which are not  readily  marketable.  There is no  limitation  on the
Trust's  assets with respect to  investments  in  repurchase  agreements  having
maturities  of less than  seven  days.  Such  investments  would be made for the
purpose of maintaining  temporary  liquidity in the Trust. The use of repurchase
agreements involves certain risks. For example, if the seller under a repurchase
agreement defaults on its obligation to repurchase the underlying  instrument at
a time when the value of the instrument has declined, the Trust may incur a loss
upon its disposition. If the seller becomes insolvent and subject to liquidation
or  reorganization  under  bankruptcy  or other  laws,  a  bankruptcy  court may
determine that the  underlying  instrument is collateral for a loan by the Trust
and therefore is subject to sale by the trustee in  bankruptcy.  Finally,  it is
possible  that the Trust may not be able to  substantiate  its  interest  in the
underlying instrument. While the Trust's Trustees acknowledge these risks, it is
expected that they can be controlled through careful monitoring procedures.

                                MANAGEMENT

  Trustees
Under the terms of the  Declaration of Trust  establishing  the Trust,  which is
governed by the laws of The Commonwealth of  Massachusetts,  the Trustees of the
Trust are ultimately responsible for the management of its business and affairs.
The  Statement  of  Additional   Information  contains  background   information
regarding each Trustee and executive officer of the Trust.

   
  Investment Adviser
The Investment Adviser, Anchor Investment Management Corporation (formerly known
as  Meeschaert   Investment   Management   Corporation),   manages  the  Trust's
investments  and  affairs,  subject  to the  supervision  of the  Trustees.  The
principal  offices of both the Trust and the  Investment  Adviser are located at
2717  Furlong  Road,  Doylestown,  Pennsylvania  18901.  The  individual  who is
primarily  responsible for the day-to-day management of the Trust's portfolio is
Paul Jaspard,  who is a Vice President of the Investment Advisor. Mr. Jaspard is
President of Global Equity  Managers,  S.A.  (formerly  Jaspard & Cie, S.A.), an
investment  advisory  firm  headquartered  in  Luxembourg.  He has managed other
portfolios for the Meeschaert  Organization (as hereafter defined) for more than
eighteen years. He has been in the investment  counseling business for more than
twenty years,  rendering  investment  advice to a wide variety of individual and
institutional  clients.  For its services under its Investment Advisory Contract
with  the  Trust,  which  was  approved  by  a  majority  vote  of  the  Trust's
shareholders  at a meeting  held on  November  14,  1990,  and is  substantially
identical to the prior agreement  between the Investment  Adviser and Meeschaert
Capital  Accumulation  Trust,  the Investment  Adviser  receives a fee,  payable
monthly,  calculated  at 3/4 of 1% per annum of the average  daily net assets of
the Trust. This fee is higher than that of most other investment companies, many
of which,  however,  have a larger asset base than the  Trust's.  For the fiscal
year ended  December  31,  1996,  the  Investment  Adviser  received  investment
advisory fees of $91,717 for its services to the Trust,  which represented 0.75%
of the Trust's average net assets.  The Investment Adviser and Meeschaert & Co.,
Inc., the Trust's  principal  underwriter  (the  "Distributor"),  are affiliated
through  common  control  with  Societe  D'Etudes  et  de  Gestion   Financieres
Meeschaert,  S.A., one of France's largest privately-owned investment management
firms,  which is referred to as the  "Meeschaert  organization".  The Meeschaert
organization was established in Roubaix,  France in l935 by Emile C. Meeschaert,
and  presently   manages,   with  full   discretion,   an  aggregate  amount  of
approximately   $l.5  billion  for  about  8,000  individual  and  institutional
customers with $250 million in French mutual funds managed by the organization.
    



                                       12
<PAGE>

   
  Expenses
The Trust is  responsible  for all of its expenses not assumed by the Investment
Adviser under the Investment  Advisory Contract,  including without  limitation,
the fees and expenses of the custodian  and transfer  agent;  costs  incurred in
determining the Trust's net asset value and keeping its books; the cost of share
certificates; membership dues in investment company organizations;  distribution
and brokerage commissions and fees; fees and expenses of registering its shares;
expenses of reports to  shareholders;  proxy  statements  and other  expenses of
shareholders'  meetings;  insurance  premiums;  printing  and mailing  expenses;
interest,  taxes and corporate fees; legal and accounting expenses; and fees and
expenses of Trustees not affiliated with the Investment Adviser.  The Trust will
also bear expenses  incurred in connection with litigation in which the Trust is
a party and the legal  obligation  the Trust may have to indemnify  its Officers
and Trustees with respect thereto.  For the fiscal year ended December 31, 1996,
expenses borne by the Trust amounted to $134,193, which represented 1.10% of the
Trust's average net assets.     

  Brokerage
Decisions to buy and sell  portfolio  securities for the Trust are made pursuant
to recommendations by the Investment Adviser.  The Trust, through the Investment
Adviser,  seeks to  execute  its  portfolio  security  transactions  on the most
favorable  terms  and in the  most  effective  manner  possible.  To the  extent
consistent with the policy of seeking best price and execution, a portion of the
Trust's portfolio transactions may be executed through the Distributor, which is
an affiliate of the Investment  Adviser.  In the event that this occurs, it will
be on the basis of what  management  believes  to be current  information  as to
rates  which are  generally  competitive  with the rates  available  from  other
responsible  brokers  and the lowest  rates,  if any,  currently  offered by the
Distributor.  In selecting  among  broker-dealer  firms to execute its portfolio
transactions,  the Trust, through the Investment Adviser, may give consideration
to those firms which have sold, or are selling, shares of the Trust.

   
  Management Discussion of Fund Performance
During the first quarter of 1996, the Trust went from a 73% invested position to
approximately  83%.  Purchases  were  concentrated  in the  insurance and energy
sectors. The investment advisor continues to focus on medium size capitalization
growth stocks, where better than average relative values can be found.
    


[GRAPHIC OMITTED]
The average  annual  total  returns for a share of the Trust were as follows for
the period indicated:


                                       13
<PAGE>

   
  15.05% for the one year  period  beginning  on  January 1, 1996  through
  December 31, 1996;

  6.96% per annum  during the  five-year  period  beginning  on January 1,
  1992 through December 31,1996; and

  7.84% per annum during the ten-year period  beginning  January 1, 1987 through
  December 31, 1996.




                          HOW TO PURCHASE SHARES
Shares of the Trust may be purchased from  Meeschaert & Co., Inc.,  2717 Furlong
Road,  Doylestown,  Pennsylvania  18901, the Trust's principal  underwriter (the
"Distributor"). Prior to the Reorganization, the Distributor served as principal
underwriter to the Predecessor Fund. For new shareholders  initiating  accounts,
the minimum  investment  is $500 except for  exchanges of  securities  for Trust
shares,  where the minimum is $5,000 (see "How to Exchange  Securities for Trust
Shares"  within).  There  is  no  minimum  for  shareholders  making  additional
investments to existing  accounts.  An application  for use in making an initial
investment in the Trust appears in the back of this  Prospectus.  The applicable
price will be the net asset value next determined after the order is received by
the Distributor. (See "Determination of Net Asset Value").

                          DISTRIBUTION OF SHARES
In addition to advisory fees and other  expenses,  the Trust may pay for certain
expenses  pursuant  to a  distribution  plan (the  "Plan")  designed to meet the
requirements  of Rule 12b-l ("Rule 12b-1") under the  Investment  Company Act of
1940.  The Plan is of the type sometimes  called a  compensation  plan. The Plan
provides that the Trust will pay the Distributor a commission  equal to up to 5%
of the price  paid to the Trust for each  sale,  all or any part of which may be
reallowed  by the  Distributor  to others  (dealers)  making such sales.  To the
extent that the  distribution  fee is not paid to such dealers,  the Distributor
may use such fee for its expenses of distribution  of Trust shares.  If such fee
exceeds  its  expenses,   the  Distributor  may  realize  a  profit  from  these
arrangements.  An aggregate limit on the amount of all payments  pursuant to the
Plan equal to .75 of 1% of the Trust's  average  daily net assets for any fiscal
year  is  currently  in  effect.  If,  so long as the  Plan  is in  effect,  the
Distributor's  reallowances  to dealers and other expenses exceed the (currently
 .75 of 1%) limit for any  particular  year,  it could collect in any future year
such amounts (which do not include interest or other carrying charges) up to any
amount by which amounts paid to it under the Plan in that year are less than the
earlier year's limit.  In such a case it might receive  amounts in excess of its
then current expenses. The Distributor's expenses are likely to be higher in the
early years of the Trust.  The Plan has not been made  effective  pending review
and  approval  of the Plan by the  Trust's  shareholders.  Accordingly,  for the
fiscal year ended  December 31,  1996,  the Trust paid no fees under the Plan to
the  Distributor.  In  conjunction  with  the  Plan,  but not as  part of it,  a
contingent  deferred  sales charge may be imposed upon  certain  redemptions  of
shares  purchased  after  inception  of the Plan.  The charge in respect of such
redemptions made during the first four calendar years following  purchase of the
shares is as follows:  4% in the year of purchase,  3% in the second year; 2% in
the third year; and 1% in the fourth year. These charges are not received by the
Distributor and will not reduce amounts paid to the Distributor  under the Plan.
In 1992, the Securities and Exchange Commission approved amendments to the Rules
of Fair Practice of the National  Association of Securities  Dealers,  Inc. (the
"NASD"),  of which Meeschaert & Co., Inc. is a member.  These amendments  became
effective  on July 1, 1993 and limit and  otherwise  affect  mutual  fund  sales
charges,  including  asset-based  sales charges and  contingent  deferred  sales
charges under Rule 12b-1.  In the event that  amendments to Rule 12b-1 under the
Investment  Company  Act of 1940  or the  NASD's  Rules  of  Fair  Practice  are
inconsistent with the Plan, the Trust's Board of Trustees would consider various
actions, including proposing amendments to or causing the Plan to be terminated.
Meeschaert  & Co.,  Inc.  serves as the Trust's  principal  underwriter  under a
Distributor's  Contract dated October 5, 1990, which is substantially  identical
to the prior agreement.     


                                       14
<PAGE>


                HOW TO  EXCHANGE  SECURITIES  FOR TRUST  SHARES  The Trust  will
accept  common or preferred  stock of  companies  acceptable  to the  Investment
Adviser in  exchange  for shares of the Trust at net asset  value.  The  minimum
value of  securities  accepted  for  deposit  is  $5,000.  The Trust  will value
accepted securities in the manner provided for valuing its portfolio  securities
(see "Determination of Net Asset Value"). Securities determined to be acceptable
for the Trust,  in proper form for transfer to the Trust,  should be  forwarded,
together  with a completed  and signed  letter of  transmittal  in approved form
(available from the Distributor) to the Trust's Custodian as follows:

      Investors Bank & Trust Company
      Financial Product Services Group
      Attn: Anchor Capital Accumulation Trust
      1 Lincoln Plaza
      Boston, Massachusetts 02111

An  investor  must  forward  all  securities  pursuant  to a  single  Letter  of
Transmittal or, in certain instances indicated in the Instructions to the Letter
of Transmittal,  multiple  Letters of Transmittal  attached and transmitted as a
single  exchange.  The Trust will only accept  securities which are delivered in
proper form. An investor will be required to represent, among other things, that
the securities  forwarded are not subject to any restrictions upon their sale by
the Trust by reason of any agreement or representation  the investor has made in
respect  thereof,  or of his being in control of,  controlled by or under common
control  with the  issuer  thereof  within the  meaning of Section  2(11) of the
Securities  Act of 1933 or for any  other  reason.  The  Trust  will not  accept
securities  for  exchange if, in the opinion of its  counsel,  acceptance  would
violate  any  federal  or other  law to which the  Trust is  subject.  The Trust
reserves the right to reject securities for any reason. If securities  presented
for exchange are found to be in good order only in part, the Trust may issue the
appropriate  number of shares in accordance  with the procedure  described below
for such part and return the  balance to the  investor  or, at its  option,  may
waive any or all  irregularities to the extent  permissible under applicable law
and  issue  shares  for all or a  portion  of  such  defective  presentation.  A
confirmation  for  shares of the  Trust  will be  issued  to an  investor  after
accepted securities  presented by him have cleared for transfer to the Trust. No
certificates  will be issued  unless  requested  by the  investor.  By tendering
securities, an investor agrees to accept the determination of their market value
determined  concurrently  with the  determination of the Trust's net asset value
per  share.  The  number of shares of the Trust to be issued to an  investor  in
exchange  for  securities  shall  be  the  value  of  such  accepted  securities
determined  in the manner  described  above,  divided by the net asset value per
Trust share next determined after the Trust's  acceptance of such securities.  A
gain or loss  for  federal  tax  purposes  may be  realized  by an  investor  in
connection  with the exchange of securities  for shares of the Trust,  depending
upon his tax cost basis for the securities tendered for exchange.  Each investor
should  consult his advisor with respect to the  particular  federal  income tax
consequence, as well as any state and local tax consequences,  of exchanging his
securities for Trust shares.

   
                    REDEMPTION  AND  REPURCHASE  OF SHARES Any  shareholder  may
require  the Trust to redeem his  shares.  In  addition,  the Trust  maintains a
continuous offer to repurchase its shares. If a shareholder uses the services of
a broker in selling his shares in the  over-the-counter  market,  the broker may
charge a reasonable fee for his services.  Redemptions and  repurchases  will be
made in the following manner:

  1. Certificates for shares may be mailed or presented,  duly endorsed,  with a
  written  request  that the Trust  redeem the shares,  to the Trust's  transfer
  agent at 2717 Furlong Road, Doylestown,  Pennsylvania 18901. If no certificate
  has been issued and shares are held in an Open Account a written  request that
  the Trust redeem such shares with signatures guaranteed in the manner
    


                                       15
<PAGE>

  described below, may be mailed or presented as described above. The redemption
  price will be the net asset value next  determined  after the  request  and/or
  certificates are received.

  2. A request for repurchase may be  communicated to the Trust by a shareholder
  through a broker.  The  repurchase  price  will be the net  asset  value  next
  determined  after the request is received by the Trust,  provided that, if the
  broker  receives the request  before noon and transmits it to the Trust before
  1:00 P.M.  Eastern  Time the same day,  the  repurchase  price will be the net
  asset value  determined  as of 12:00 noon Eastern Time that day. If the broker
  receives the request after noon,  the  repurchase  price will be the net asset
  value  determined  as of 12:00 noon  Eastern  Time the  following  day.  If an
  investor uses the services of a broker in having his shares  repurchased,  the
  broker may charge a reasonable fee for his services.

Payment for shares redeemed or repurchased  will be made within seven days after
receipt  of  the  shares,   and/or  required  documents,   duly  endorsed.   The
signature(s) on an issued certificate must be guaranteed by a commercial bank or
trust  company  or by a member of the New  York,  American,  Pacific,  Boston or
Chicago Stock Exchange.  A signature  guarantee by a savings bank or savings and
loan association or notarization by a notary public is not acceptable.  In order
to  ensure  proper  authorization  the  transfer  agent may  request  additional
documents  such as, but not  restricted  to, stock  powers,  trust  instruments,
certificates  of death,  appointments  as  executor,  certificates  of corporate
authority  and waiver of tax required in some states from selling or  exchanging
estates before redeeming shares. The right of redemption may be suspended or the
payment date postponed when the New York Stock Exchange is closed for other than
customary  weekend and holiday  closings,  or when trading on the New York Stock
Exchange is restricted, as determined by the Securities and Exchange Commission;
for any period when an emergency as defined by rules of the  Commission  has, by
order,  permitted  such  suspension.  In case of a  suspension  of the  right of
redemption,  a shareholder who has tendered a certificate for redemption through
a broker may withdraw his request or certificate  or he will receive  payment of
the net asset value determined next after the suspension has been terminated.  A
shareholder  may receive more or less than he paid for his shares,  depending on
the net asset value of the shares at the time of redemption or repurchase.

                     DETERMINATION OF NET ASSET VALUE
The net asset value is  determined by the Trust as of 12:00 noon Eastern Time on
each business day in which the New York Stock Exchange is open for trading or on
any day that the Trust is open but the New York Stock  Exchange  is not open for
business if there  occurs an event which might  materially  affect the net asset
value of the Trust's  redeemable  shares. The manner of determination of the net
asset value is briefly as follows: Securities traded on a U.S. national or other
foreign  securities  exchange  are valued at the last sale price on the  primary
exchange on which they are listed, or if there has been no sale that day, at the
current bid price. Other U.S. and foreign securities for which market quotations
are  readily  available  are  valued  at the last  known  sales  price,  or,  if
unavailable,  the known  current bid price  believed  to most  nearly  represent
current market value. Other securities (including limited traded securities) and
all other assets are valued at market value as  determined  in good faith by the
Trustees  of the  Trust.  Liabilities  are  deducted  from  the  total,  and the
resulting amount is divided by the number of shares outstanding.

                            SERVICES FOR SHAREHOLDERS

  Open Accounts
As a convenience to the  shareholder,  all shares of the Trust registered in his
name are  automatically  credited to an Open Account  maintained  for him on the
books of the Trust.  All shares acquired by the shareholder  will be credited to
his Open Account and share certificates will not be issued unless requested.


                                       16
<PAGE>

Certificates  representing  fractional  shares  will not be  issued in any case.
Certificates  previously  acquired may be  surrendered  to the Trust's  transfer
agent; the certificates will be canceled and the shares represented thereby will
continue to be credited to the Open Account of the shareholder. Each time shares
are credited to or withdrawn from his Open Account, the shareholder will receive
a statement  showing the details of the transaction and the then current balance
of shares owned by him. Shortly after the end of each calendar year he will also
receive a complete  annual  statement of his Open Account as well as information
as to the Federal tax status of  dividends  and capital gain  distributions,  if
any, paid by the Trust during the year.  Shares  credited to an Open Account are
transferable upon proper written  instructions to the Trust's transfer agent and
may be redeemed or sold in the manner shown under  "Redemption and Repurchase of
Shares".

   
  Invest-By-Mail
An Open Account  provides a single and  convenient  way of setting up a flexible
investment  program for the accumulation of shares of the Trust. At any time the
shareholder  may send a check  (payable  to the  order of the  Trust)  to Anchor
Investment  Management  Corp.   Shareholders  Services,   Attn:  Anchor  Capital
Accumulation  Trust, 2717 Furlong Road,  Doylestown,  Pennsylvania 18901 (giving
the full  name or names of his  account).  The  check  will be used to  purchase
additional  shares for his Open  Account at the net asset value next  determined
after the check is  received.  Any check not  payable  to the order of the Trust
will be returned.  The cost of  administering  Open  Accounts for the benefit of
shareholders who participate in them will be borne by the Trust as an expense of
all its shareholders.     

                                  DISTRIBUTIONS
The Trust is  authorized to issue two classes of shares.  (See  "Capitalization"
below.)  The Trust  does not  presently  intend to issue any more Class A Common
Shares.  With  respect  to the Common  Shares,  the Trust  currently  intends to
distribute any such  dividends in additional  Common Shares or, at the option of
the  shareholder,  in cash.  In  accordance  with  his  distribution  option,  a
shareholder of Common Shares may elect (1) to receive both dividends and capital
gain  distributions in additional  Common Shares or (2) to receive  dividends in
cash and  capital  gain  distributions  in  additional  Common  Shares or (3) to
receive both dividends and capital gain  distributions in cash. A shareholder of
Common  Shares may change his  distribution  option at any time by notifying the
Trust's transfer agent in writing.  To be effective with respect to a particular
dividend or distribution,  the new  distribution  option must be received by the
Trust's  transfer  agent at least 30 days prior to the close of the fiscal year.
All  accounts  with a cash  dividend  option  will be changed to  reinvest  both
dividends  and capital gains  automatically  upon  determination  by the Trust's
transfer agent that the address of record is not current.  Dividends and capital
gain  distributions  received in shares will be received by the Trust's transfer
agent,  as agent for the  shareholder,  and credited to his Open Account in full
and fractional shares computed at the record date closing net asset value.

                                      TAXES
The Trust intends to qualify under  subchapter M of the Internal Revenue Code as
a Regulated  Investment  Company and to distribute  substantially all investment
income and capital  gains,  if any,  for each year so that to the extent of such
distributions   the  Trust  will  not  be  subject  to  federal   income  taxes.
Shareholders  will be subject to federal income taxes on  distributions  made by
the  Trust  whether  they  are  received  in cash or  additional  Trust  shares.
Distributions  of net investment  income and short-term  capital gains,  if any,
will be taxable to shareholders as ordinary  income.  Distributions of long term
capital  gains,  if any, will be taxable to  shareholders  as long-term  capital
gains,  without  regard to how long a shareholder  has held shares of the Trust.
Dividends   paid  by  the  Trust  will   generally   not  qualify  for  the  70%
dividends-received   deduction   for   corporations.   The  Trust  will   notify
shareholders each year of the amount of dividends and  distributions,  including
the amount of any distributions of long-term capital gains. The Trust's foreign

<PAGE>

investments may be subject to foreign  withholding  taxes for federal income tax
purposes.  However,  any  such  taxes  will  reduce  the  income  available  for
distribution  to  shareholders.  The Trust is required  to  withhold  20% of the
dividends  paid with respect to any  shareholder  who fails to furnish the Trust
with a correct taxpayer  identification  number,  who underreported  dividend or
interest income,  or who fails to certify to the Trust that he is not subject to
such  withholding.  An  individual's  tax  identification  number is his  social
security number.

                                OTHER INFORMATION

   
  Custodian,  Transfer Agent and Dividend-Paying Agent All securities,  cash and
other  assets  of the Trust are  received,  held in  custody  and  delivered  or
distributed by Investors Bank & Trust Company,  Financial  Product  Services,  1
Lincoln Plaza, Boston,  Massachusetts 02111 provided that in cases where foreign
securities must, as a practical  matter,  be held abroad,  the Trust's custodian
bank and the Trust will make  appropriate  arrangements  so that such securities
may be  legally  held  abroad.  The  Trust's  custodian  bank does not decide on
purchases  or sales of  portfolio  securities  or the  making of  distributions.
Anchor  Investment  Management  Corporation,   2717  Furlong  Road,  Doylestown,
Pennsylvania 18901,  serves as transfer agent and dividend-paying  agent for the
Trust.     

  Capitalization
The  capitalization  of the Trust  consists of an unlimited  number of shares of
beneficial  interest,  without par value.  The Trust is  authorized to issue two
separate classes of shares, one such class designated as "Common Shares" and the
other such class  designated  as "Class A Common  Shares."  Both such classes of
shares have the same privileges,  limitations and rights,  except that dividends
upon the Class A Common Shares shall be paid only in  additional  Class A Common
Shares and such Class A Common  may,  at the  election  of the  shareholder,  be
exchanged  at any time for an equal  number of Common  Shares.  On December  23,
1987,  all  outstanding  Class A Common Shares were exchanged for Common Shares.
The Trust  does not  presently  intend to issue  any  additional  Class A Common
Shares.  Issued shares are fully paid and non assessable and transferable on the
books of the Trust. The shares have no preemptive  rights.  The shares each have
one vote and proportionate liquidation rights.

   
  Shareholder Inquiries
For further  information about the Trust,  investors should call (215) 794-2980.
Written inquiries should be addressed to Anchor Capital Accumulation Trust, 2717
Furlong Road, Doylestown, Pennsylvania 18901.
    



                                       17
<PAGE>



   
                        ANCHOR CAPITAL ACCUMULATION TRUST
                                  (the "Trust")
                             MEESCHAERT & CO., INC.
                                 ("Distributor")
                       APPLICATION AND REGISTRATION FORM1
                               Send Application to
 Meeschaert & Co., Inc., 2717 Furlong Road, Doylestown, Pennsylvania 18901
    

                                               Date: ___________________
I.  ACCOUNT REGISTRATION:

[GRAPHIC OMITTED]    New:  Social Security or Tax
Number___________________________________________________
                (if two names below, circle which one has this number.)

[GRAPHIC OMITTED]    Existing:  Account Number
- ----------------------------------------------------------
          (from your latest statement - vital for identification.)

Name(s)
- --------------------------------------------------------------------------------
   (Type or print exactly as they are to appear on the Trust's records.)

Street
- --------------------------------------------------------------------------------

City __________________________________________ State
______________________ Zip __________
If address  outside the U.S.A.,  please  circle I (am)(am  not) a citizen of the
U.S.A.

    If registration  requested in more than one name,  shares will be registered
    as "Joint Tenants with Rights of Survivorship" unless otherwise instructed.

II.  BASIS FOR OPENING NEW ACCOUNT:

[GRAPHIC OMITTED]    A check for $_______________ payable to the Trust
attached.
        or
[GRAPHIC OMITTED]    Shares _______________ recently purchased on
- -------------------------
           (number)                            (date)

Distribution Option:  (exercisable only by holders of Common Shares)
Check only one.  If none checked, option A will be assigned.
[GRAPHIC OMITTED]    A.  Dividends and capital gains in additional full
and fractional shares credited to shareholder's account, no certificates
issued.
      OR
[GRAPHIC OMITTED]    B.  Dividends in cash; capital gains in additional
full and fractional shares credited to shareholder's account; no
certificates issued.
      OR
[GRAPHIC OMITTED]    C.  Dividends in cash; capital gains in cash.
(Certificates will be issued to shareholders requesting such in writing
from the Transfer Agent.)




                                       18
<PAGE>




III.  INVEST-BY-MAIL SERVICE:  for periodic share accumulation (whether
or not dividends are received in shares)

[GRAPHIC OMITTED] Please check if you wish to utilize the Trust's Invest-By-Mail
Service.  This  is  a  voluntary  service  involving  no  extra  charge  to  the
shareholder, and it may be changed or discontinued at any time.

IV.  SHAREHOLDER'S SIGNATURE:  Should be the same as name in Account
Registration.

- ---------------------------------- -------------------------------------
           Signature                Signature of Co-Owner (if any)

 (I have  received a current  prospectus  of the Trust and I understand  that my
 account  will  be  covered  by the  provisions  on the  reverse  side  of  this
 Application.  I also  understand  that I may terminate any of these services at
 any time.)


DEALER AUTHORIZATION:
                              (please print)


                                 Representative

- ---------------------------------  -------------------------------------
           Dealer's Name                     (Representative's Name)

- ---------------------------------  -------------------------------------
           Home Office Address     Telephone Number(Representative's Number)


                                 Branch Office:

- ---------------------------------  -------------------------------------
City          State                  Zip       Address

- ---------------------------------  -------------------------------------
Telephone Number                  Authorized Signature of Dealer City State Zip


                                       19
<PAGE>





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

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





                        ANCHOR CAPITAL ACCUMULATION TRUST


   
                            2717 Furlong Road
                      Doylestown, Pennsylvania 18901
                              (215) 794-2980
    


                       STATEMENT OF ADDITIONAL INFORMATION


   
                                Dated May 1, 1997




This Statement of Additional  Information  supplements the information contained
in the current  Prospectus of Anchor  Capital  Accumulation  Trust (the "Trust")
dated May 1, 1997,  and should be read together with the Trust's  Prospectus and
the  financial  statements  contained in the Trust's  Annual Report for the year
ended  December  31,  1996.  The  Trust's  Prospectus  and Annual  Report may be
obtained  without  charge by writing or calling the Trust.  The  Trust's  Annual
Report is incorporated by reference in this Statement of Additional Information.
    



                                       20
<PAGE>



                                TABLE OF CONTENTS

ABOUT THE TRUST..............................................3

ADDITIONAL INFORMATION CONCERNING INVESTMENT POLICIES AND RISK
CONSIDERATIONS...............................................3

   Risks of Investments in Foreign Securities................4

   Option Transactions.......................................4

   Index Options.............................................4

   Risks of Options on Indices...............................5

   Options on Foreign Currencies.............................6

   Risks of Foreign Currency Option Activities...............7

   Special Risks of Foreign Currency Options.................7

   Financial Futures Contracts and Related Options...........9

   Limitations on Futures Contracts and Related Options......9

   Risks Relating to Futures Contracts and Related Options..10

INVESTMENT RESTRICTIONS.....................................11

MANAGEMENT..................................................12

   Officers and Trustees....................................12

   Remuneration of Officers and Trustees....................13

   Investment Advisory Contract.............................14

   Investment Adviser.......................................14

DETERMINATION OF NET ASSET VALUE............................15

DISTRIBUTION OF SHARES......................................15

HOW TO PURCHASE SHARES......................................16

REDEMPTION AND REPURCHASE OF SHARES.........................17

DISTRIBUTIONS...............................................17

TAXES.......................................................18

   Tax Treatment of Options.................................18

PORTFOLIO SECURITY TRANSACTIONS.............................20

OTHER INFORMATION...........................................21

   Custodian, Transfer Agent and Dividend-Paying Agent......21

   Independent Public Accountants...........................21

   Registration Statement...................................21

FINANCIAL STATEMENTS........................................21





                                       21
<PAGE>




                                 ABOUT THE TRUST
The Anchor Capital  Accumulation  Trust,  formerly  known as Meeschaert  Capital
Accumulation  Trust,  was  established  as a  business  trust  under the laws of
Massachusetts   by  a  Declaration   of  Trust  dated  October  17,  1984.   The
capitalization  of the  Trust  consists  of an  unlimited  number  of  shares of
beneficial  interest  without par value.  The Trust is  authorized  to issue two
separate classes of shares, one such class designated as "Common Shares" and the
other such class  designated  as "Class A Common  Shares." On December 23, 1987,
all  outstanding  Class A Common Shares were  exchanged for Common  Shares.  The
Trust does not presently  intend to issue any more Class A Common  Shares.  Both
such classes of shares have the same privileges,  limitations and rights, except
that  dividends and  distributions  upon Class A Common Shares were paid only in
additional  Class A Common Shares and such Class A Common  Shares could,  at the
option  of the  shareholder,  be  exchanged  at any time for an equal  number of
Common Shares without any additional  investment by the  shareholder and without
any  additional  charges being  imposed by the Trust.  The Class A Common Shares
were issued only to certain foreign shareholders of the Trust. Issued shares are
fully paid and  nonassessable  and  transferable on the books of the Trust.  The
shares  have  no  preemptive   rights.   The  shares  each  have  one  vote  and
proportionate liquidation rights. On December 20, 1985 the Trust acquired all of
the assets,  liabilities and operations of Meeschaert Capital Accumulation Fund,
Inc.,  a  Massachusetts  corporation  (the  "Predecessor  Fund")  pursuant  to a
reorganization  (the  "Reorganization")  approved  by  the  shareholders  of the
Predecessor  Fund at a meeting  held on  October  26,  1984.  As a result of the
Reorganization each shareholder of the Predecessor Fund received an equal number
of shares of the Trust (certain non-U. S. shareholders  receiving Class A Common
Shares),  having  an equal  net asset  value,  as were held by the  shareholders
immediately prior to the Reorganization. The Predecessor Fund was organized as a
Massachusetts  corporation  on August 12,  1960 and it  actively  operated  as a
diversified,  open-end  investment  company from May 21, 1961 until December 20,
1985, the effective date of the  Reorganization.  Anchor  Investment  Management
Corporation, formerly known as Meeschaert Investment Management Corporation, the
Investment  Adviser of the Trust,  served as the Predecessor  Fund's  investment
adviser from June 6, 1973 until the effective  date of the  Reorganization.  The
investment  objective,  policies and  restrictions  of the Trust  following  the
Reorganization are the same as those of the Predecessor Fund. In November, 1986,
the gold and numismatic assets of the Trust's wholly-owned subsidiary,  Ter Bush
& Putnam Investment Company, Inc., a Maine corporation, were liquidated into the
Trust and were  effectively  contributed  to the  capital  of a newly  organized
closed-end  management investment company, the shares of which were concurrently
distributed to the  shareholders of the Trust. The Trust  subsequently  sold the
silver assets of the subsidiary  which had also been  liquidated into the Trust.
The Trust will  normally  not hold  annual  meetings  of  shareholders  to elect
Trustees.  If less than a majority  of the  Trustees  holding  office  have been
elected  by  shareholders,  a meeting  of  shareholders  will be called to elect
Trustees. Under the Declaration of Trust and the Investment Company Act of 1940,
the record holders of not less than two-thirds of the outstanding  shares of the
Trust  may  remove a  Trustee  by votes  cast in person or by proxy at a meeting
called  for the  purpose  or by a written  declaration  filed  with the  Trust's
custodian bank.  Except as described  above,  the Trustees will continue to hold
office and may appoint successor Trustees. Under Massachusetts law, shareholders
could,  under  certain   circumstances,   be  held  personally  liable  for  the
obligations  of  the  Trust.   However,   the  Declaration  of  Trust  disclaims
shareholder  liability  for acts or  obligations  of the Trust and requires that
notice of this disclaimer be given in each  agreement,  obligation or instrument
entered  into or executed by the Trust or a Trustee.  The  Declaration  of Trust
provides  for  indemnification  from the  assets of the Trust for all losses and
expenses of any shareholder  held  personally  liable for the obligations of the
Trust. Thus, the risk of a shareholder  incurring a financial loss on account of
his or her liability as a shareholder  of the Trust is limited to  circumstances
in  which  the  Trust  itself  would be  unable  to meet  its  obligations.  The
possibility that these  circumstances would occur is remote. Upon payment of any
liability  incurred by the Trust,  the shareholder  paying the liability will be
entitled to  reimbursement  from the general  assets of the Trust.  The Trustees
intend to conduct the operations of the Trust to avoid, to the extent  possible,
ultimate liability of shareholders for liabilities of the Trust.

                        ADDITIONAL INFORMATION CONCERNING
                INVESTMENT POLICIES AND RISK CONSIDERATIONS
The Trust's Prospectus  contains a description of the investment  objectives and
policies of the Trust, including a discussion of specialized techniques that the
Trust may use in order to achieve its  investment  objectives  and certain risks
related  thereto.  The  following  discussion  is  intended  to provide  further
information  concerning  investment techniques and risk considerations which the
Investment Adviser believes to be of interest to investors.


                                       22
<PAGE>

  Risks of Investments in Foreign Securities
The Trust's  investments  in foreign  securities  involve  special risks for the
following  reasons:(1)  there may be less  public  information  available  about
foreign companies than is available about United States  companies;  (2) foreign
companies  are not  generally  subject to the uniform  accounting,  auditing and
financial  reporting  standards  and  practices   applicable  to  United  States
companies;  (3) foreign  stock  markets have less volume than the United  States
markets,  and the securities of some foreign  companies are less liquid and more
volatile than the securities of comparable  United States  companies;  (4) there
may  be  less  governmental  regulation  of  stock  exchanges,  brokers,  listed
companies  and banks in foreign  countries  than in the United  States;  (5) the
Trust may incur fees on currency exchanges when it changes  investments from one
country to another;  (6) the Trust's  foreign  investments  could be affected by
expropriation,   confiscatory   taxation,   nationalization  of  bank  deposits,
establishment of exchange controls, political or social instability,  diplomatic
developments or currency  blockage;  (7)  fluctuations in foreign exchange rates
will  affect  the  value  of the  Trust's  portfolio  securities,  the  value of
dividends  and  interest  earned,  gains  and  losses  realized  on the  sale of
securities, net investment income and unrealized appreciation or depreciation of
investments;  (8) payments may be withheld at the source; and (9) it may be more
difficult to obtain legal judgments abroad.

  Option Transactions
A call  option is a  short-term  contract  (normally  having a duration  of nine
months or less)  which  gives the  purchasers  of the  option,  in return  for a
premium  paid,  the right to buy,  and the writer the  obligation  to sell,  the
underlying security at the exercise price at any time prior to the expiration of
the option,  regardless  of the market price of the  security  during the option
period.  The premium paid to the writer is the consideration for undertaking the
obligations  of the option  contract.  The writer  foregoes the  opportunity  to
profit from an increase in the market price of the underlying security above the
exercise price except insofar as the premium  represents  such a profit.  Should
the price of the security decline,  on the other hand, the premium represents an
offset to such loss. If a call option expires on its stipulated  expiration date
or if the Trust  enters  into a closing  purchase  transaction,  the Trust  will
realize a gain (or a loss if the cost of a closing purchase  transaction exceeds
the premium  received when the option was sold) without regard to any unrealized
gain or loss on the  underlying  security,  and the  liability  related  to such
options  will be  extinguished.  If a call option is  exercised,  the Trust will
realize a gain or loss from the sale of the underlying security and the proceeds
of sale will be increased by the premium originally received. A put option gives
the purchaser of the option the right to sell,  and the writer the obligation to
buy, the  underlying  security at the exercise  price during the option  period.
Thus the Trust may purchase a put option on an underlying  security owned by the
Trust as a  defensive  technique  in order to  protect  against  an  anticipated
decline in the value of the security. For example, a put option may be purchased
in order to protect  unrealized  appreciation of a security where the Investment
Adviser  deems it  desirable  to  continue to hold the  security  because of tax
considerations.  The premium  paid for the put option  would  reduce any capital
gain when the  security is  eventually  sold.  As the  foregoing  suggests,  the
writing of call option  contracts and the  purchasing of put options is a highly
specialized  activity which involves  investment  techniques and risks different
from those ordinarily associated with investment companies,  but the limitations
described in the Trust's  Prospectus  tend to reduce such risks.  The Investment
Adviser  believes  that the assets of the Trust can be  increased  by  realizing
premiums on the writing of call options and by the  purchasing of put options on
securities  held  by the  Trust.  When a  security  is  sold  from  the  Trust's
portfolio,  the Trust effects a closing call purchase or put sale transaction so
as to close out any existing option on the security.  A closing  transaction may
be made only on an exchange which provides a secondary market for an option with
the same exercise price and expiration date. There is no assurance that a liquid
secondary market on an exchange will exist for any particular  option, or at any
particular  time, and for some options,  no secondary  market on an exchange may
exist. If the Trust is unable to effect a closing transaction,  in the case of a
call option,  the Trust will not be able to sell the  underlying  security until
the option expires or the Trust delivers the underlying  security upon exercise.
It should be recognized that the Trust pays brokerage  commissions in connection
with the writing and purchasing of options and effecting  closing  transactions,
as well as for  purchases  and sales of  underlying  securities.  The writing of
options could result in significant  increases in the Trust's portfolio turnover
rate,  especially during periods when market prices of the underlying securities
appreciate.

  Index Options
A  multiplier  for an index  option  performs a function  similar to the unit of
trading for an option on an individual security. It determines the total dollar


                                       23
<PAGE>

value per contract of each point  between the  exercise  price of the option and
the current  level of the  underlying  index.  A multiplier  of 100 means that a
one-point  difference  will yield $100.  Options on  different  indices may have
different multipliers. Securities indices for which options are currently traded
include  the  Standard  & Poor's  100 and 500  Composite  Stock  Price  Indices,
Computer/Business  Equipment Index, Major Market Index, AMEX Market Value Index,
Computer  Technology Index, Oil and Gas Index, NYSE Options Index,  Gaming/Hotel
Index, Telephone Index,  Transportation Index, Technology Index, and Gold/Silver
Index. The Trust may write call options and purchase put and call options on any
other traded  indices.  Call options on securities  indices written by the Trust
will be "covered" by identifying  the specific  portfolio  securities  generally
represented by the index.  The Trust would not engage in options on a particular
stock index  unless more than 10% of the Trust's  total  assets are  invested in
shares of stock  represented  by the index.  To secure the obligation to deliver
the  underlying  securities  in the case of an index call option  written by the
Trust, the Trust will be required to deposit qualified securities.  A "qualified
security"  is a security  against  which the Trust has not written a call option
and which has not been  hedged by the Trust by the sale of a  financial  futures
contract.  If at the  close  of  business  on any day the  market  value  of the
qualified  securities  falls  below 100% of the  current  index  value times the
multiplier  times the number of  contracts,  the Trust will deposit an amount of
cash or liquid assets equal in value to the  difference.  In addition,  when the
Trust writes a call on an index which is  "in-the-money" at the time the call is
written,  the Trust will segregate with its custodian bank cash or liquid assets
equal in value to the  amount  by which  the call is  "in-the-money"  times  the
multiplier times the number of contracts.  Any amount  segregated may be applied
to the Trust's obligation to segregate  additional amounts in the event that the
market value of the qualified  securities  falls below 100% of the current index
value times the  multiplier  times the number on  contracts.  The Trust may also
purchase  put and call  options for a premium.  The Trust may sell a put or call
option which it has  previously  purchased  prior to the sale of the  underlying
security.  Such a sale would  result in a net gain or loss  depending on whether
the  amount  received  on the sale is more or less  than the  premium  and other
transaction costs paid. In connection with the Trust's qualifying as a regulated
investment  company under the Internal Revenue Code,  other  restrictions on the
Trust's ability to enter into option  transactions  may apply from time to time.
See "Taxes -- Tax Treatment of Options and Futures Transactions."

  Risks of Options on Indices
Because the value of an index option  depends upon movements in the level of the
index  rather than the price of a  particular  security,  whether the Trust will
realize a gain or loss on the purchase or sale of an option on an index  depends
upon movements in the level of prices in the market  generally or in an industry
or market segment, rather than movements in the price of an individual security.
Accordingly,  successful  use by the Trust of options on indices will be subject
to the  Investment  Adviser's  ability to  predict  correctly  movements  in the
direction of the market  generally or of a particular  industry.  This  requires
different  skills  and  techniques  than  predicting  changes  in the  price  of
individual  securities.  Index  prices  may be  distorted  if trading of certain
securities  included in the index is interrupted.  Trading in index options also
may be interrupted in certain circumstances, such as if trading were halted in a
substantial  number of securities  included in the index. If this occurred,  the
Trust would not be able to close out options  which it has  purchased or written
and, if  restrictions  on exercise  were  imposed,  may be unable to exercise an
option it  purchased,  which could  result in  substantial  losses to the Trust.
However,  it is the Trust's  policy to purchase or write options only on indices
which  include a sufficient  number of  securities  so that the  likelihood of a
trading halt in the index is minimized.  Because the exercise of an index option
is settled in cash,  an index call  writer  cannot  determine  the amount of its
settlement   obligation  in  advance  and,  unlike  call  writing  on  portfolio
securities, cannot provide in advance for its potential settlement obligation by
holding the underlying securities.  Price movements in securities in the Trust's
portfolio will not correlate  perfectly with movements in the level of the index
and,  therefore,  the Trust bears the risk that the price of the securities held
by the Trust may not  increase as much as the index.  In this  event,  the Trust
would bear a loss on the call which would not be completely  offset by movements
in the prices of the Trust's portfolio securities.  It is also possible that the
index may rise when the Trust's  portfolio  securities do not. If this occurred,
the Trust would experience a loss on the call which would not be offset by an


                                       24
<PAGE>

increase in the value of its portfolio  and also might  experience a loss in its
portfolio.  Unless the Trust has other  liquid  assets which are  sufficient  to
satisfy  the  exercise  of a call on an index,  the Trust  will be  required  to
liquidate  portfolio  securities  in order to satisfy the  exercise.  Because an
exercise must be settled within hours after receiving the notice of exercise, if
the Trust fails to anticipate an exercise, it may have to borrow from a bank (in
amounts not exceeding 5% of the Trust's total assets) pending  settlement of the
sale of securities in its portfolio and would incur  interest  charges  thereon.
When the  Trust has  written  a call on an index,  there is also a risk that the
market may decline between the time the Trust has the call exercised against it,
at a price  which is fixed as of the  closing  level of the index on the date of
exercise, and the time the Trust is able to sell securities in its portfolio. As
with options on portfolio  securities,  the Trust will not learn that a call has
been exercised until the day following the exercise date but, unlike a call on a
portfolio  security  in  settlement,  the  Trust  may  have to sell  part of its
portfolio  securities in order to make settlement in cash, and the price of such
securities might decline before they could be sold. If the Trust exercises a put
option on an index which it has  purchased  before  final  determination  of the
closing  index  value  for that  day,  it runs the  risk  that the  level of the
underlying index may change before closing.  If this change causes the exercised
option  to  fall  "out-of-the-money,"  the  Trust  will be  required  to pay the
difference  between the closing index value and the exercise price of the option
(multiplied by the applicable  multiplier) to the assigned writer.  Although the
Trust may be able to minimize  this risk by  withholding  exercise  instructions
until just before the daily cutoff time, or by selling rather than exercising an
option  when the  index  level is close  to the  exercise  price,  it may not be
possible  to  eliminate  this risk  entirely  because  the cutoff time for index
options may be earlier than those fixed for other types of options and may occur
before definitive closing index values are announced.

  Options on Foreign Currencies
A put option on a foreign currency is a short-term  contract (generally having a
duration of nine months or less) which gives the purchaser of the put option, in
return for a premium,  the right to sell the underlying  currency at a specified
price  during the term of the option.  A call option on a foreign  currency is a
short-term  contract which gives the purchaser of the call option, in return for
a premium,  the right to buy the underlying currency at a specified price during
the  term of the  option.  The  purchase  of put and  call  options  on  foreign
currencies is analogous to the purchase of puts and calls on stocks.  Options on
foreign currencies are currently traded in the United States on the Philadelphia
Stock  Exchange  and the Chicago  Board of Options  Exchange.  Such  options are
currently traded on British pounds,  Swiss francs,  Japanese yen, Deutsche marks
and Canadian  dollars.  The Trust would use foreign  currency options to protect
against the decline in the value of portfolio  securities resulting from changes
in  foreign  exchange  rates,  as  the  following  examples  illustrate:  1.  In
connection  with the Trust's  payment for securities of a foreign issuer at some
future date in a foreign  currency,  the Trust may purchase call options on such
foreign  currency  in order  to hedge  against  the risk  that the  value of the
foreign  currency  might rise against the U. S. dollar,  thereby  increasing the
cost of the currency and the  transaction.  EXAMPLE:  The Trust must pay for the
purchase  of  securities  of a Swiss  issuer  in Swiss  francs.  If the Trust is
concerned  that the price of Swiss francs might rise in price in terms of the U.
S. dollar from, for example,  $.4780, it might purchase Swiss franc June 48 call
options for a premium  of, for  example,  .50 (i.e.  $.005 per Swiss franc times
62,500  Swiss  francs  per  contract,  for a total  premium  of  $312.50 -- plus
transaction  costs).  This would  establish a maximum cost for Swiss francs and,
hence,  the maximum cost in U. S.  dollars for the Swiss  securities.  Thus,  if
Swiss francs  subsequently  appreciated to $.4950 and the premium on Swiss franc
June 48 call options  increased  to, for example,  1.95 (for a total  premium of
$1,219.75)  the Trust  could  sell the  option at a profit  ($1,219.75  less the
original premium paid of $312.50 and transaction  costs) to offset the increased
cost of acquiring  Swiss  francs.  Alternatively,  the Trust could  exercise the
option contract. If the Swiss franc remained below $.48, the Trust could let its
calls  expire  (losing its  premium)  and  purchase  the Swiss francs at a lower
price. 2. The Trust may purchase  foreign  currency options to protect against a
decline in the Trust's cash and short-term U. S. government securities. EXAMPLE:
The  Trust  may have  investments  in cash  and in  short-term  U.S.  Government
securities, e.g. U.S. Treasury bills having maturities of less than one year. In
order to hedge against a possible decline in the value of the U.S.  dollar,  the
Trust might purchase  Deutsche mark 40 calls.  If the Deutsche mark  appreciates
above $.40,  then the Trust could exercise its option contract and stabilize the
value of its cash holdings and the underlying  value of the U.S.  Treasury bills
in its portfolio as a result of the improved  exchange rate between the Deutsche
mark  and the U.S.  dollar.  As is the  case  with  other  listed  options,  the
effectiveness of foreign currency options in carrying out the Trust's  objective
will depend on the exercise price of the option held and the extent to which the
value of such option will be  affected by changes in the  exchange  rates of the
underlying currency.  To terminate its rights in options which it has purchased,
the Trust would sell an option of the same series in a closing sale transaction.


                                       25
<PAGE>

A gain or loss, which will be offset by a loss or gain on the U.S. dollar,  will
be  realized  depending  on whether the sale price of the option is more or less
than the cost to the Trust of  establishing  the position.  If the  contemplated
transaction  is not completed,  the option may be allowed to expire  (resulting,
however,  in the  loss of the  option  premium  amount)  or  liquidated  for any
remaining  value.  Foreign  currency  options  purchased  for the Trust shall be
valued at the last sale price on the principal  exchange on which such option is
traded or, in the absence of a sale,  the mean between the last bid and offering
prices.  Options which are not actively  traded will be valued at the difference
between  the  option  price  and the  current  market  price  of the  underlying
security,  provided  that the put price is higher than such market  price or the
call price is lower  than such  market  price.  In the event that a put price is
lower than the current market value of the underlying security,  or a call price
is higher than the current  market value of the  underlying  security,  then the
option will be assigned no value.

  Risks of Foreign Currency Option Activities
Assuming that any decline in the value of the Trust's  portfolio is  accompanied
by a rise in the value of a foreign  currency in relation to the U.S. dollar the
purchase of options on that  foreign  currency  may  generate  gains which would
partially offset such decline.  However, if after the Trust purchases an option,
the value of the Trust's  portfolio  moves in the opposite  direction  from that
contemplated,  the Trust may experience losses to the extent of premiums it paid
in  purchasing  such  options,  and this will  reduce any gains the Trust  would
otherwise  have.  For this  reason as well as supply and demand  imbalances  and
other  market  factors,  the price  movements  of options on foreign  currencies
purchased by the Trust may not correspond to the price  movements of the Trust's
portfolio  securities and may cause the options transactions to result in losses
to the  Trust.  The  Trust's  success in using  options  on  foreign  currencies
depends,  among other things, on the Investment Adviser's ability to predict the
direction and  volatility of price  movements in the options  markets as well as
the  securities  markets and on the Investment  Adviser's  ability to select the
proper type time and duration of options.  Although the  Investment  Adviser has
prior experience in utilizing  currency options,  there can be no assurance that
this technique will produce its intended  results.  It should be recognized that
the price movements of options relating to currencies purchased by the Trust may
not correspond to the price  movements of the Trust's  portfolio  securities and
may therefore  cause the options  transactions to result in losses to the Trust.
Option positions on foreign  currencies may be closed out only on an exchange or
other market which  provides a secondary  market for options of the same series.
United  States  options  on  foreign  currencies  are  currently  traded  on the
Philadelphia  Stock Exchange and the Chicago Board of Options Exchange.  Trading
in options on foreign  currencies may be  interrupted,  for example,  because of
supply and demand imbalances arising from a lack of either buyers or sellers. In
addition,  trading  may be  suspended  after the price of an option has risen or
fallen  more than a  specified  maximum  amount.  Exercise  of foreign  currency
options also could be restricted or delayed  because of regulatory  restrictions
or other  factors.  Trading  on  options  on  foreign  currencies  commenced  in
December, 1982. The ability to establish and close out positions in such options
will be subject to the development and maintenance of a liquid secondary market.
It is not certain  that this market will  continue.  The Trust will not purchase
foreign  currency  options on any exchange or other market unless and until,  in
the  Investment  Adviser's  opinion,  the market for such options has  developed
sufficiently.  Although it is intended that the Trust purchase options only when
there  appears  to be an  active  market  in such  instruments,  there can be no
assurance  that a liquid  market  will  exist at a time when the Trust  seeks to
close a particular option position. Accordingly, the Trust may experience losses
as a result of its  inability to close out an options  position.  The Trust also
may be generally  restricted  in the  purchase  and sale of options  because the
Trust intends to qualify as a regulated investment company under Subchapter M of
the Internal  Revenue Code. One of the  requirements  for such  qualification is
that less than 30% of the Trust's  gross  income  must be derived  from gains on
securities  held for less than  three  months.  Accordingly,  the Trust  will be
restricted in the  purchasing of options on foreign  currencies  which expire in
less than three months,  and in effecting  closing purchase or sale transactions
with respect to put options on foreign currencies which have been purchased less
than three months prior to such  transactions.  The Trust may also be restricted
in the purchasing of put options for the purpose of hedging  underlying  foreign
currencies  because of the  application  of the short sale holding  period rules
with respect to such underlying hedged currencies. Thus, the extent to which the
Trust may engage in option  transactions  may be materially  limited by this 30%
test and by the  additional  Code  requirement  that at least 90% of the Trust's
gross income be derived  from  dividends,  interest,  and gains from the sale or
other disposition of securities, and other Code requirements.

  Special Risks of Foreign Currency Options
In addition to the risks  described  above,  there are special risks  associated


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<PAGE>

with foreign currency options,  including the following: 1. The value of foreign
currency options is dependent upon the value of foreign  currencies  relative to
the U.S.  dollar.  As a result,  the prices of foreign currency options may vary
with changes in the value of either or both  currencies.  Thus,  fluctuations in
the value of the U.S. dollar will affect exchange rates and the value of foreign
currency  options,  even in the case of an otherwise  stable  foreign  currency.
Conversely, fluctuations in the value of a foreign currency will affect exchange
rates and the value of foreign  currency  options  even if the value of the U.S.
dollar remains relatively constant. Thus, careful consideration must be given to
factors  affecting both the U.S.  economy and the economy of the foreign country
issuing  the  foreign  currency  underlying  the  option.  2.  The  value of any
currency,  including U.S. dollars and foreign  currencies,  may be affected by a
number  of  complex  factors  applicable  to the  issuing  country,  such as the
prevailing monetary policy of that country,  its money supply, its trade deficit
or surplus,  its balance of payments,  interest  rates,  inflation rates and the
extent or trend of its economic growth. In addition,  foreign countries may take
a variety of actions,  such as  increasing  or  decreasing  the money  supply or
purchasing  or selling  government  obligations,  which may have an indirect but
immediate effect on exchange rates. 3. The exchange rates of foreign  currencies
(and therefore the value of foreign  currency  options)  could be  significantly
affected,  fixed or supported directly or indirectly by government actions. Such
government intervention may increase risks to investors since exchange rates may
not be free to fluctuate in response to other market forces.  4. Because foreign
currency  transactions  occurring in the interbank market involve  substantially
larger  amounts than those  likely to be involved in the exercise of  individual
foreign currency option  contracts,  investors who buy or write foreign currency
options  may be  disadvantaged  by having to deal in an odd lot  market  for the
underlying  foreign  currencies at prices that are less favorable than for round
lots. Because this price differential may be considerable, it must be taken into
account when assessing the  profitability  of a transaction in foreign  currency
options.  5.  There is no  systematic  reporting  of last sale  information  for
foreign currencies.  There is reasonably  current,  representative bid and offer
information  available  on the floor of the exchange on which  foreign  currency
options  are traded,  in certain  brokers'  offices,  in bank  foreign  currency
trading offices, and to others who wish to subscribe for this information. There
is, however, no regulatory  requirement that those quotations be firm or revised
on a  timely  basis.  The  absence  of last  sale  information  and the  limited
availability  of quotations  to  individual  investors may make it difficult for
many investors to obtain timely, accurate data about the state of the underlying
market.   In  addition,   the  quotation   information   that  is  available  is
representative  of very large  transactions in the interbank market and does not
reflect  exchange rates for smaller  transactions.  Since the  relatively  small
amount of currency  underlying a single foreign currency option would be treated
as an odd  lot in the  interbank  market  (i.e.,  less  than  between  $1 and $5
million),  available  pricing  information  from that market may not necessarily
reflect  prices  pertinent  to a single  foreign  currency  option  contract and
investors who buy or sell foreign currency options covering amounts of less than
$1 to $5 million can expect to deal in the underlying  market at prices that are
less  favorable  than for round lots. 6. Foreign  governmental  restrictions  or
taxes could  result in adverse  changes in the cost of acquiring or disposing of
foreign currencies.  If The Options Clearing Corporation ("OCC") determines that
such  restrictions  or taxes would  prevent the  orderly  settlement  of foreign
currency  option  exercises  or impose  undue  burdens on  parties  to  exercise
settlements,  it  has  the  authority  to  impose  special  exercise  settlement
procedures,  which could adversely  affect the Trust. 7. The interbank market in
foreign currencies is a global,  around-the-clock market. Therefore, in contrast
with the exchange  markets for stock  options,  the hours of trading for foreign
currency  options  do not  conform  to the hours  during  which  the  underlying
currencies  are  traded.  (Trading  hours for  foreign  currency  options can be
obtained from a broker.) To the extent that the options markets are closed while
the market for the underlying  currencies  remains open,  significant  price and
rate movements may take place in the underlying markets that cannot be reflected
in the options  markets.  The possibility of such movements should be taken into
account in (a) relating  closing prices in the options and  underlying  markets,
and (b)  determining  whether to close out a short option position that might be
assigned in an exercise  that takes place after the options  market is closed on
the basis of  underlying  currency  price  movements  at a later hour.  8. Since
settlement  of foreign  currency  options must occur within the country  issuing
that currency, investors, through their brokers, must accept or make delivery of
the  underlying  foreign  currency  in  conformity  with  any  U.S.  or  foreign
restrictions  or  regulations  regarding  the  maintenance  of  foreign  banking
arrangements  by U.S.  residents  and may be required to pay any fees,  taxes or
charges associated with such delivery which are assessed in the issuing country.
Prior to the placing of any assets with a foreign  custodian in connection  with
the settlement of foreign currency options, the Trustees of the Trust shall have
determined that maintaining such assets in a particular  country or countries is
consistent with the best interests of the Trust and its shareholders, and that


                                       27
<PAGE>

maintaining such assets with a particular  foreign  custodian is consistent with
the best  interests of the Trust and its  shareholders.  The Trustees shall also
have  approved,  as  consistent  with the best  interests  of the  Trust and its
shareholders,  a written contract  between the Trust and such foreign  custodian
that will  maintain  the Trust's  assets.  The Trustees  shall also  establish a
system to monitor  such  foreign  custody  arrangements  and a  majority  of the
Trustees,  at least  annually,  shall review and approve the continuance of such
arrangements  as  consistent  with  the  best  interests  of the  Trust  and its
shareholders.

  Financial  Futures  Contracts and Related  Options The Trust may use financial
futures  contracts  and  related  options to hedge  against  changes in currency
exchange rates or in the market value of its portfolio  securities or securities
which it intends to purchase.  Hedging is accomplished  when an investor takes a
position in the futures market opposite to his cash market  position.  There are
two  types  of  hedges  -- long (or  buying)  and  short  (or  selling)  hedges.
Historically,  prices in the futures  market have tended to move in concert with
cash market prices,  and prices in the futures  market have  maintained a fairly
predictable  relationship  to prices in the cash market.  Thus, a decline in the
market value of securities in the Trust's  portfolio may be protected against to
a considerable  extent by gains realized on futures contracts sales.  Similarly,
it is possible to protect  against an increase in the market price of securities
which  the Trust  may wish to  purchase  in the  future  by  purchasing  futures
contracts.  The Trust may purchase or sell any financial futures contracts which
are traded on an exchange or board of trade or other market.  Financial  futures
contracts consist of interest rate futures  contracts,  securities index futures
contracts  and  foreign  currency  contracts.  A  United  States  public  market
presently exists in interest rate futures  contracts on long-term U. S. Treasury
bonds,  U. S. Treasury notes and  three-month U. S. Treasury  bills.  Securities
index  futures  contracts  are  currently  traded with respect to the Standard &
Poor's 500 Composite Stock Price Index and such other  broad-based  stock market
indices as the New York Stock Exchange  Composite Stock Index and the Value Line
Composite Stock Price Index. A clearing corporation associated with the exchange
or  board  of  trade  on  which a  financial  futures  contract  trades  assumes
responsibility  for the completion of transactions and also guarantees that open
futures contracts will be performed.  Currency futures contracts are also traded
on various  exchanges or board of trade.  In contrast to the situation where the
Trust purchases or sells a security, no security is delivered or received by the
Trust upon the purchase or sale of a financial futures contract.  Initially, the
Trust will be required to deposit in a  segregated  account  with its  custodian
bank an amount of cash or U. S. Treasury bills.  This amount is known as initial
margin and is in the nature of a  performance  bond or good faith deposit on the
contract. The current initial margin deposit on the contract is approximately 5%
of the contract amount.  Subsequent  payments,  called variation margin, will be
made to and from  the  account  on a daily  basis  as the  price of the  futures
contract  fluctuates.  This process is known as marking to market. The writer of
an option on a futures  contract  is  required  to deposit  margin  pursuant  to
requirements similar to those applicable to futures contracts.  Upon exercise of
an option on a futures  contract,  the  delivery of the futures  position by the
writer of the option to the holder of the option will be accompanied by delivery
of the accumulated  balance in the writer's margin account.  This amount will be
equal to the amount by which the market  price of the  futures  contract  at the
time of exercise exceeds, in the case of a call, or is less than, in the case of
a put,  the  exercise  price of the  option on the  futures  contract.  Although
financial  futures  contracts  by  their  terms  call  for  actual  delivery  or
acceptance of currencies or  securities,  in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out is accomplished by effecting an offsetting  transaction.  A futures contract
sale is  closed  out by  effecting  a  futures  contract  purchase  for the same
aggregate  amount of securities  and the same  delivery  date. If the sale price
exceeds the offsetting  purchase price, the seller immediately would be paid the
difference  and would realize a gain. If the  offsetting  purchase price exceeds
the sale  price,  the  seller  immediately  would pay the  difference  and would
realize  a loss.  Similarly,  a  futures  contract  purchase  is  closed  out by
effecting a futures  contract sale for the same securities and the same delivery
date. If the  offsetting  sale price exceeds the purchase  price,  the purchaser
would realize a gain,  whereas if the purchase price exceeds the offsetting sale
price,  the purchaser  would realize a loss.  The Trust will pay  commissions on
financial futures contract and related options  transactions.  These commissions
may be higher than those which would apply to purchases  and sales of securities
directly.

  Limitations  on  Futures  Contracts  and  Related  Options  The  Trust may not
currently  engage in  transactions  in  financial  futures  contracts or related
options  for  speculative  purposes,  but  only as a hedge  against  anticipated
changes in exchange  rates or the market value of its  portfolio  securities  or
securities  which it  intends  to  purchase.  Also the Trust  may not  currently
purchase or sell financial futures contracts or related options if, immediately


                                       28
<PAGE>

thereafter,  the sum of the amount of initial  margin  deposits  on the  Trust's
existing  futures and related option positions and the premiums paid for related
options  would exceed 5% of the market  value of the Trust's  total assets after
taking into account unrealized profits and losses on any such contracts.  At the
time of purchase of a futures  contract or an option on a futures  contract,  an
amount of cash, U. S. Government securities or other appropriate high-grade debt
obligations  equal to the market value of the futures contract minus the Trust's
initial  margin  deposit with respect  thereto will be deposited in a segregated
account with the Trust's custodian bank to collateralize  fully the position and
thereby ensure that it is not leveraged. The extent to which the Trust may enter
into financial  futures contracts and related options also may be limited by the
requirements  of the  Internal  Revenue  Code of  1986  for  qualification  as a
regulated  investment company. See "Taxes - Tax Treatment of Options and Futures
Transactions."

  Risks Relating to Futures Contracts and Related Options Positions in financial
futures  contracts and related  options may be closed out only on an exchange or
other market which  provides a secondary  market for such  contracts or options.
The Trust will enter into  futures  or related  option  positions  only if there
appears to be a liquid secondary market. However, there can be no assurance that
a liquid  secondary  market  will  exist for any  particular  futures or related
option contract at any specific time.  Thus, it may not be possible to close out
a futures or related option position.  In the case of a futures position, in the
event of adverse  price  movements,  the Trust would  continue to be required to
make daily margin  payments.  In this situation,  if the Trust has  insufficient
cash to meet daily margin requirements it may have to sell portfolio assets at a
time  when it may be  disadvantageous  to do so. In  addition,  the Trust may be
required  to take or make  delivery  of the  securities  underlying  the futures
contracts it holds. The inability to close out futures positions also could have
an adverse  impact on the Trust's  ability to hedge its  portfolio  effectively.
There are several  risks in  connection  with the use of futures  contracts as a
hedging device. While hedging can provide protection against an adverse movement
in the market  prices,  it can also preclude a hedger's  opportunity  to benefit
from a favorable market movement.  In addition,  investing in futures  contracts
and  options  on  futures  contracts  will  cause the Trust to incur  additional
brokerage  commissions  and may  cause  an  increase  in the  Trust's  portfolio
turnover rate. The successful use of futures  contracts and related options also
depends on the ability of the Trust's  Investment  Adviser to forecast correctly
the direction and extent or currency exchange rate and market movements within a
given time frame.  To the extent  exchange  rate and market prices remain stable
during  the  period a  futures  contract  or option is held by the Trust or such
prices move in a direction opposite to that anticipated, the Trust may realize a
loss on the hedging  transaction which is not offset by an increase in the value
of its  portfolio  securities.  As a result,  the Trust's  total  return for the
period  may be less  than  if it had not  engaged  in the  hedging  transaction.
Utilization  of futures  contracts  by the Trust  involves the risk of imperfect
correlation in movements in the price of futures  contracts and movements in the
price of the  currencies or securities  which are being hedged.  If the price of
the  futures  contract  moves more or less than the price of the  currencies  or
securities being hedged, the Trust will experience a gain or loss which will not
be completely offset by movements in the price of the securities. It is possible
that, where the Trust has sold futures  contracts to hedge its portfolio against
decline in the market,  the market may advance and the value of securities  held
in the Trust's portfolio (or related  currencies) may decline. If this occurred,
the Trust would lose money on the futures  contract and would also  experience a
decline in value in its  portfolio  securities.  Where  futures are purchased to
hedge against a possible  increase in the prices of securities  before the Trust
is able to invest its cash (or cash  equivalents)  in securities (or options) in
an orderly  fashion,  it is possible  that the market may decline;  if the Trust
then determines not to invest in securities (or options) at that time because of
concern as to possible  further market  decline or for other reasons,  the Trust
will  realize a loss on the futures  that would not be offset by a reduction  in
the price of securities purchased. The market prices of futures contracts may be
affected  if  participants  in the  futures  market  elect  to close  out  their
contracts  through  offsetting  transactions  rather than to meet margin deposit
requirements.  In such case,  distortions in the normal relationship between the
cash and futures markets could result.  Price  distortions  could also result if
investors in futures  contracts opt to make or take  delivery of the  underlying
securities  rather than to engage in closing  transactions  due to the resultant
reduction in the liquidity of the futures market.  In addition,  due to the fact
that,  from the point of view of  speculators,  the deposit  requirements in the
futures  markets are less onerous than margin  requirements  in the cash market,
increased  participation  by  speculators  in the  futures  market  could  cause
temporary price distortions.  Due to the possibility of price distortions in the
futures market and because of the imperfect correlation between movements in the
prices of  currencies  and  securities  and  movements  in the prices of futures
contracts,  a correct  forecast  of  market  trends  may  still not  result in a
successful  hedging  transaction.  Compared  to the  purchase or sale of futures
contracts,  the  purchase of put or call options on futures  contracts  involves
less  potential  risk for the Trust  because the  maximum  amount at risk is the
premium  paid for the options  plus  transaction  costs.  However,  there may be
circumstances  when the purchase of an option on a futures contract would result
in a loss to the Trust while the purchase or sale of the futures contract would


                                       29
<PAGE>

not have  resulted in a loss,  such as when there is no movement in the price of
the underlying securities. The Trust also may be generally restricted in dealing
with options, futures contracts and related options because the Trust intends to
qualify as a regulated  investment  company  under  Subchapter M of the Internal
Revenue Code.

                             INVESTMENT RESTRICTIONS
The  Trust  has  adopted  the  following   investment   restrictions  which  are
fundamental  policies and cannot be changed without approval by the holders of a
majority  of the  outstanding  voting  securities  of the  Trust  (which in this
Statement of Additional Information means the lesser of either (i) a majority of
the  outstanding  shares  of the  Trust  or  (ii)  67%  or  more  of the  shares
represented  at a  meeting  if more  than  50% of such  shares  are  present  or
represented  by proxy  at the  meeting):  1. The  Trust  will not  purchase  any
securities  (other than  securities of the U.S.  Government,  its  agencies,  or
instrumentalities  and  the  securities  of  one or  more  domestic  or  foreign
wholly-owned  subsidiaries  of the  Trust)  if as a result  more  than 5% of the
Trust's  total  assets  (taken at  current  value)  would  then be  invested  in
securities  of a single  issuer.  2. The Trust  will not act as  underwriter  of
securities,  or invest in real estate, or in commodities or commodity contracts,
except that the Trust may invest directly,  or through one or more  wholly-owned
subsidiaries,  in precious  metals and in  numismatic  items  (including  coins,
tokens, paper money and other items which have been used as money or a medium of
exchange), provided that immediately after any such investment not more than 20%
of the  Trust's  total  assets  (taken  at market  or other  fair  value) in the
aggregate  will be  invested  directly  or  indirectly  in  precious  metals and
numismatic   items,  and  further  provided  that  immediately  after  any  such
investment  not more than 10% of the Trust's  total  assets  (taken at market or
other fair value) in the  aggregate  will be invested  directly or indirectly in
numismatic items. As a matter of operating policy,  the Trust does not intend to
make such investments,  except that the Trust may (a) write covered call options
with respect to  securities,  securities  indices and  currencies and enter into
closing  purchase or sale  transactions  with  respect to written  options,  (b)
purchase put or call options with respect to securities,  securities indices and
currencies and (c) engage in financial and precious metals futures contracts and
related  option  transactions.  3. The Trust will not make loans except that the
Trust may (a)  purchase a portion  of an issue of  publicly  distributed  bonds,
debentures,   or  similar  debt  securities  (including  so  called  "repurchase
agreements" whereby the Trust's cash is, in effect, deposited on a secured basis
with a bank or  recognized  securities  dealer  for a brief  period and yields a
return),  and (b) lend  portfolio  securities  upon  such  conditions  as may be
imposed from time to time by the  Securities and Exchange  Commission,  provided
that the  value of  securities  loaned  at any  time may not  exceed  30% of the
Trust's total assets.  4. The Trust will not borrow in excess of 5% of its total
assets, taken at market or other fair value, at the time such borrowing is made,
and any such borrowing (a) must be from a bank and must be repaid in full before
the Trust may make any further  investments  and (b) may be undertaken only as a
temporary measure for extraordinary or emergency purposes; and the Trust may not
pledge, mortgage, or hypothecate its assets taken at market to an extent greater
than 15% of the Trust's  gross  assets  taken at cost.  (For the purpose of this
restriction,  collateral  arrangements  with  respect to the writing of options,
futures  contracts,  and  collateral  arrangements  with  respect to initial and
variation  margin  are not  deemed to be a pledge of assets,  and  neither  such
arrangements nor the purchase and sale of options,  futures,  or related options
are deemed to be issuance of a senior  security.  5. The Trust will not purchase
any  securities  (other than the  securities  of one or more domestic or foreign
wholly-owned  subsidiaries)  if as a result such purchase  would cause more than
10% of the total outstanding  voting securities of such issuer to be held by the
Trust.  6.  The  purchase  or  retention  of the  securities  of any  issuer  is
prohibited if the officers and Trustees of the Trust or its  investment  adviser
owning  beneficially  more  than  1/2 of 1% of the  securities  of  such  issuer
together own beneficially  more than 5% of the securities of such issuer. 7. The
purchase of the securities of any other investment company is prohibited, except
that the  Trust  may  make  such a  purchase  in the open  market  involving  no
commission or profit to a sponsor or dealer  (other than the customary  broker's
commission),  provided  that not more than 5% of the Trust's total assets (taken
at market or other fair value) would be invested in such securities  immediately
after the making of any such investment,  and the Trust may make such a purchase
as part of a merger,  consolidation or acquisition of assets. 8. The purchase of
securities of companies with a record (including that of their  predecessors) of
less than three years' continuous operation is prohibited if such purchase would
cause the Trust's  investments in such  companies  taken at cost to exceed 5% of
the  total  assets  of the  Trust  taken at  current  values,  except  that this
restriction  shall  not  apply  to  any  of  the  Trust's   investments  in  its
wholly-owned subsidiaries. 9. The Trust will not participate in a joint venture


                                       30
<PAGE>

or on a joint and several basis in any securities trading account. 10. The Trust
will not act as  distributor  of  securities  issued  by it  except  through  an
underwriter,  acting as principal or agent,  who may not be obligated to sell or
take up any specific amount of stock. 11. The Trust will not make short sales of
securities  unless at all times when a short  position is open, it owns an equal
amount of such  securities or owns securities  convertible  into or exchangeable
for, without payment of any further consideration,  securities of the same issue
as, and at least  equal in amount to, the  securities  sold  short.  Engaging in
futures  transactions  and  related  options  will not be deemed a short sale or
maintenance of a short  position in securities.  12. The Trust will not purchase
shares on margin, but may obtain such short-term credits as may be necessary for
the clearance of purchases and sales of securities.  The payment by the Trust of
initial or  variation  margin in  connection  with  futures  or related  options
transactions,  if applicable, shall not be considered the purchase of a security
on margin.  With respect to the practices  described above relating to borrowing
by the  Trust  (paragraph  4),  investment  by the  Trust  in  other  investment
companies  (paragraph 7), investments by the Trust in companies with a record of
less than three  years'  continuous  operation  (paragraph  8) and the making of
short  sales of  securities  by the  Trust  (paragraph  11),  the  Trust has not
employed such  practice  within the last year,  and has no current  intention of
doing so in the  foreseeable  future.  The  Trust  does not  intend to invest in
securities for which there is a limited trading market,  or which cannot be sold
without  registration  or other action under  federal or state  securities  laws
(commonly referred to as "Restricted Securities").





                                MANAGEMENT

   
  Officers and Trustees
The Trust's  Officers and  Trustees,  their  positions  with the Trust and their
principal occupations are listed below. Except as indicated, each individual has
held the  office  shown or other  offices in the same  company or in  Meeschaert
Capital  Accumulation  Fund,  Inc.  (the  "Predecessor  Fund") for the last five
years.  Unless otherwise noted, the business address of each Officer and Trustee
is 2717 Furlong Road, Doylestown,  Pennsylvania 18901, which is also the address
of the Trust's Investment  Adviser,  Anchor Investment  Management  Corporation.
Those  Trustees  who are  "interested  persons"  of the Trust or the  Investment
Adviser,  as defined in the  Investment  Company Act of 1940, by virtue of their
affiliation with either the Trust or the Investment Adviser, are indicated by an
asterisk(*).     

                     Positions with                Principal
Name and Address     the Trust                     Occupation
DAVID W. C. PUTNAM   Chairman             Chairman and Trustee,
10 Langley Road      and Trustee          Anchor Capital Accumulation Trust,
Newton Centre, MA 02159                   Anchor International Bond Trust,
                                          Anchor Strategic Assets Trust, Anchor
                                          Resource and Commodity Trust,and
                                          Anchor Gold and  Currency Trust
                                          (Investment Companies);  President and
                                          Director, F. L. Putnam Securities
                                          Company,Inc.; Chairman and Director,
                                          Boston Security Counsellors, Inc.
                                          (Investment Adviser); Chairman and
                                          Trustee, The Advest Advantage
                                          Investment Trusts (Investment
                                          Companies.)



SPENCER H. LE MENAGER   Secretary and     President, Equity, Inc.; formerly
222 Wisconsin Avenue    Trustee           President, Howe, Barnes & Johnson
P. O. Box 390                             Inc. (securities dealer).
Lake Forest, IL 60045


                                       31
<PAGE>

MAURICE A. DONAHUE   Trustee              Director and Professor, Institute for
50 Holy Family Road                       Governmental Services and Walsh-
Holyoke, MA 01040                         Saltonstall Professor of Practical
                                          Politics, University of Massachusetts,
                                          Director, Vanguard Savings Bank Former
                                          Member,Massachusetts      House     of
                                          Representatives,   Former  Member  and
                                          President, Massachusetts Senate.


   
DAVID Y. WILLIAMS*   President and        President and Director, Anchor
2717 Furlong Road    Trustee              Investment Management Corporation;
Doylestown, PA 18901                      President and Director,
                                          Meeschaert & Co., Inc. (securities
                                          dealer).
    



J. STEPHEN PUTNAM    Vice President       President, Robert Thomas
880 Carillon Parkway and Treasurer        Securities, Inc. (securities
P.O. Box 12749                            dealer) since June 1983; Director
St. Petersburg, FL 33733                  F. L. Putnam Securities Company,
                                          Incorporated.  Formerly,
                                          President and Director, EPB, Inc.
                                          and Vice President, Burgess &
                                          Leith Incorporated.

   
CHRISTOPHER Y. WILLIAMS  Vice President   Vice President and Secretary, Anchor
1442 Margaret Court      and Asst.        Investment Management Corporation;
Jamison, PA 18929        Secretary        Vice President and Secretary,
                                          Meeschaert Co., Inc.
                                          (securities dealer)

JOSEPH C. WILLIAMS     Vice President     Vice President and Treasurer, Anchor
4664 Lousie St. Clair  and Asst.          Investment Management Corporation;
Doylestown, PA 18901   Treasurer          Vice President and Treasurer,
                                          Meeschaert & Co., Inc.
                                          (securities dealer)
    

The Officers and Trustees of the Trust as a group owned or had beneficial
interests in less than one percent (1%) of those shares of the Trust
outstanding on December 31, 1996.
Messrs. Putnam, Le Menager, and Donahue, are the Trustees who are not
"interested persons" (as that term is defined in the Investment Company
Act of 1940) of the Trust.
Mr. David W.C. Putnam and Mr. J. Stephen Putnam are brothers.
Mr. David Y. Williams is the father of Mr. Christopher Y. Williams and
Mr. Joseph C. Williams. Mr. Christopher Y. Williams and Mr. Joseph C.
Williams are brothers.
Mr. David W.C. Putnam and Mr. J. Stephen Putnam are brothers.
Mr. David Y. Williams is the father of Mr. Christopher Y. Williams and
Mr. Joseph C. Williams. Mr. Christopher Y. Williams and Mr. Joseph C.
Williams are brothers.
The standing audit committee is composed of Messrs. Le Menager and,
Donahue. The Trust does not have a nominating or compensation committee.

   
  Remuneration of Officers and Trustees
The Trust does not and will not pay any remuneration to its Officers or Trustees
as such who are "interested  persons" (as that term is defined in the Investment
Company Act of 1940) of the Trust or of any investment adviser or distributor of
the Trust but does pay an annual fee of not more than $3,000 to each Trustee who
is not such an  "interested  person".  The Trust did not  compensate any person,
including directors,  officers, or employees, in excess of $60,000.00 during its
most recent fiscal year.     


                                       32
<PAGE>

   
  Investment Advisory Contract
The Trust engages Anchor Investment  Management  Corporation,  formerly known as
Meeschaert Investment Management Corporation,  as Investment Adviser pursuant to
an Investment Advisory Contract dated November 14, 1990, which was approved at a
meeting of the shareholders on the same date and is  substantially  identical to
the prior  agreement  between  the  Investment  Adviser and  Meeschaert  Capital
Accumulation  Trust. The Investment  Adviser manages the investments and affairs
of the Trust,  subject to the supervision of the Trust's Board of Trustees.  The
Investment  Adviser  furnishes to the Trust  investment  advice and  assistance,
administrative  services,  office space,  equipment  and clerical  personnel and
investment  advisory,   statistical  and  research  facilities.   The  Trust  is
responsible for all its expenses not assumed by the Investment Adviser under the
contract,  including without limitation,  the fees and expenses of the custodian
and transfer  agent,  costs incurred in determining  the Trust's net asset value
and  keeping  its  books;  the cost of share  certificates;  membership  dues in
investment company  organizations;  distributions and brokerage  commissions and
fees;  fees and  expenses  of  registering  its  shares;  expenses of reports to
shareholders,  proxy  statements and other expenses of  shareholders'  meetings;
insurance premiums; printing and mailing expenses; interest, taxes and corporate
fees;  legal and  accounting  expenses;  and fees and  expenses of Trustees  not
affiliated  with the  Investment  Adviser.  The Trust  will  also bear  expenses
incurred in  connection  with  litigation  in which the Trust is a party and the
legal  obligation the Trust may have to indemnify its Officers and Trustees with
respect thereto.  The Trust pays the Investment  Adviser,  as compensation under
the Investment Advisory Contract,  a monthly fee of .0625% (equivalent to 3/4 of
1%  annually)  of the  average  daily net assets of the  Trust.  This fee may be
higher than that paid by other  investment  companies.  The  Investment  Adviser
received fees of $93,230, $77,815 and $91717 for services rendered in 1994, 1995
and  1996,  respectively.  For the  fiscal  year  ended  December  31,  1991 the
Investment Adviser  voluntarily elected to return advisory fees of $3,200 to the
Trust. The Investment  Advisory Contract which remained in effect until November
14, 1996, has been extended by a vote of a majority of the Trust's disinterested
trustees to November 1997. In general,  the investment  advisory contract may be
extended from year to year  thereafter if approved at least  annually (a) by the
vote of a  majority  of the  outstanding  shares of the Trust or by the Board of
Trustees,  and in either case,  (b) by vote of a majority of the Trustees of the
Trust who are not parties to the contract or "interested  persons" (as that term
is  defined  in the  Investment  Company  Act of 1940) of any such party cast in
person at a meeting called for the purpose.  Amendments to the contract  require
similar approval by the shareholders and "disinterested"  Trustees. The contract
is terminable at any time without  penalty by the Board of Trustees of the Trust
or by vote of a majority of the Trust's  shares on 60 days' written notice or by
the  Investment  Adviser on 90 days'  written  notice.  The contract  terminates
automatically  in the event of its assignment  (which includes the transfer of a
controlling block of the stock of the Investment Adviser).

  Investment Adviser
The Investment Adviser, Anchor Investment Management Corporation,
formerly Meeschaert Investment Management Corporation, is located at 2717
Furlong Road, Doylestown, Pennsylvania 18901. The Trust's principal
offices are also located at that address.
The  Investment  Adviser and  Meeschaert  & Co.,  Inc.,  the  Trust's  principal
underwriter, which also served as principal underwriter of the Predecessor Fund,
are  affiliated  through  common  control  with  Societe  D'Etudes et de Gestion
Financieres Meeschaert, S.A., one of France's largest privately-owned investment
management  firms,  which is referred to as the "Meeschaert  organization".  The
Meeschaert  organization was established in Roubaix,  France in 1935 by Emile C.
Meeschaert,  and presently manages, with full discretion, an aggregate amount of
approximately  $1.5  billion  for about  8,000  individual  (and  institutional)
customers with $250 million in French mutual funds managed by the  organization.
On September 7, 1983,  Emile C.  Meeschaert and David Y. Williams  purchased the
Investment  Adviser from F. L. Putnam Securities Company  Incorporated  ("Putnam
Securities").   (Mr.   Meeschaert  and  Mr.  Williams   purchased  95%  and  5%,
respectively,   of  the  capital  stock  of  the  Investment   Adviser's  parent
corporation, which was subsequently dissolved.) Under the terms of the agreement
of sale between  Putnam  Securities  and Messrs.  Meeschaert  and Williams,  the
transition services of David W. C. Putnam, President and a Trustee of the Trust,
were furnished by Putnam Securities to the Investment  Adviser as an employee of
the  Investment  Adviser  and the Trust for annual  compensation  payable by the
Investment  Adviser to Putnam Securities under an arrangement which continued in
effect for five years. As of November 14, 1990, Luc E. Meeschaert  purchased all
of the outstanding shares of the Investment Adviser previously owned by Emile C.
Meeschaert.  The Investment Adviser's Directors and Officers are as follows: Luc
    


                                       33
<PAGE>

E.  Meeschaert,  Chairman;  his principal  occupation  is being Chief  Executive
Officer of Societe D'Etudes et de Gestion Financieres  Meeschaert,  S.A., 23 Rue
Druout,  75009, Paris,  France. David Y. Williams,  President and Director;  Mr.
Williams  is also a  Trustee  of the  Trust  and  President  and a  Director  of
Meeschaert & Co., Inc., the Trust's Distributor.  Paul Jaspard,  Vice President;
his principal  occupation is being  President of Global Equity  Managers,  S.A.,
P.O. Box 1543 26A, rue Albert-Premier,  L-1015 Luxembourg  (investment adviser).
Mr. Jaspard  manages other  portfolios for the Meeschaert  organization,  and is
primarily responsible for the investment decisions of the Trust.

                     DETERMINATION OF NET ASSET VALUE
The net asset value is  determined by the Trust as of 12:00 noon Eastern Time on
each business day in which the New York Stock  Exchange is open for trading,  or
on any day that the Trust is open,  but the New York Stock  Exchange is not open
for  business if there  occurs an event which  might  materially  affect the net
asset value of the Trust's redeemable shares. The manner of determination of the
net asset  value is briefly as  follows:  Securities  traded on a United  States
national, or other foreign securities exchange are valued at the last sale price
on the primary  exchange on which they are listed,  or if there has been no sale
that day, at the current bid price.  Other United States and foreign  securities
for which market  quotations are readily  available are valued at the last known
sales price,  or, if unavailable,  the known current bid price which most nearly
represents  current market value.  Other  securities  (including  limited traded
securities)  and all other  assets are valued at market value as  determined  in
good faith by the  Trustees  of the Trust.  Liabilities  are  deducted  from the
total, and the resulting amount is divided by the number of shares outstanding.

   
                          DISTRIBUTION OF SHARES
Rule 12b-1  under the  Investment  Company Act of 1940  ("Rule  12b-1")  permits
investment  companies to use their assets to bear expenses of distributing their
shares  if  they  comply  with  various  conditions,  including  adoption  of  a
distribution  plan  containing  certain  provisions  set forth in the Rule. At a
meeting held on October 26,  1984,  the  shareholders  of the  Predecessor  Fund
approved adoption by the Trust of a distribution plan (the "Plan") substantially
the same as a distribution  plan previously  adopted by the Predecessor  Fund in
1983 and  implemented  on  February  6, 1984.  On December  20,  1985,  the Plan
described  hereinbelow  was  approved by the  Predecessor  Fund as the then sole
shareholder  of the Trust and by the Board of Trustees,  including a majority of
the  Trustees  who are not  "interested  persons" of the Trust as defined in the
Investment  Company Act of 1940  ("Independent  Trustees")  and the Trustees who
have no direct  or  indirect  financial  interest  in the Plan or any  agreement
related thereto (the "Rule 12b-1  Trustees").  The Plan is of the type sometimes
called a compensation plan.
  The Plan currently is not in effect,  and will not be  implemented  unless and
until reapproved by the Trust's shareholders and Board of Trustees. Accordingly,
for the year ended  December 31, 1996,  the Trust paid no fees under the Plan to
the Distributor.  In connection with the Plan, Trust shares are offered for sale
at net asset value,  and the Trust may pay the Distributor a commission equal to
up to 5% of the price paid to the Trust for each sale,  all or any part of which
may be reallowed by the  Distributor to others  (dealers)  making such sales. To
the  extent  that  the  distribution  fee is  not  paid  to  such  dealers,  the
Distributor  may use such fee for its expenses of  Distribution of Trust shares.
If such fee  exceeds its  expenses,  the  Distributor  may realize a profit from
these  arrangements.  The Plan provides for an aggregate  limit on the amount of
all  payments  pursuant  to the Plan equal to .75 of 1% of the  Trust's  average
daily net assets for any fiscal year. If, so long as the Plan is in effect,  the
Distributor's  reallowances  to dealers and other expenses  exceed the .75 of 1%
limit in any  particular  year, it could collect in any future year such amounts
(which do not include  interest or other  carrying  charges) up to any amount by
which  amounts  paid to it  under  the  Plan in that  year  are  less  than  the
applicable  limit for the prior year. In such a case it might receive amounts in
excess of its then current expenses.
 Whether any expenditure under the Plan is subject to a state expense limit will
depend  upon the  nature of the  expenditure  and the  terms of the  state  law,
regulation or order imposing the limit. Any expenditure  subject to such a limit
will be  included  in the  Trust's  total  operating  expenses  for  purposes of
determining compliance with the expense limit. The Plan may be terminated at any
time  by vote of the  Rule  12b-1  Trustees,  or by  vote of a  majority  of the
outstanding  voting  shares of the  Trust.  Any  change  in the Plan that  would
materially  increase the distribution  expenses of the Trust provided for in the
Plan  requires  shareholder  approval;  otherwise the Plan may be amended by the
Trustees,  including the Rule 12b-1 Trustees. If and when the Plan is in effect,
    


                                       34
<PAGE>

the selection and  nomination of  candidates  for  Independent  Trustees must be
committed to the discretion of the Independent Trustees.  The total amounts paid
by the Trust  under the  foregoing  arrangements  may not  currently  exceed the
maximum  limit  specified  above,  and the amounts and purposes of  expenditures
under the Plan must be reported to the Rule 12b-1 Trustees  quarterly.  The Rule
12b-1 Trustees may require or approve changes in the implementation or operation
of the Plan, and may also require that total expenditures by the Trust under the
Plan be kept within  limits lower than the maximum  amount  currently  permitted
under  the Plan as  stated  above or  permit a  higher  limit.  If the  limit on
expenditures is reached at any given time, the Distributor intends,  although it
is not  obligated  to do so,  to  continue  to offer  shares of the Trust and to
continue to pay others  reallowances and maintenance fees. In such an event, the
Distributor  intends  that it will seek  payment from the Trust in the amount of
its commissions (including reallowances) and maintenance fees at such times when
the  expenditures  limit has not otherwise been reached.  The Trust will have no
contractual  obligation  to pay any portion of such amounts to the  Distributor,
and the amount,  if any, and the time and conditions under which the Trust might
make such  payment as  requested by the  Distributor  will be solely  within the
discretion of the 12b-1  Trustees.  In  conjunction  with the Plan, a contingent
deferred  sales  charge  may be  imposed  upon  certain  redemptions  of  shares
purchased after inception of the Plan. The charge in respect of such redemptions
made during the first four calendar years following  purchase of the shares will
be as follows:  4% in the year of  purchase;  3% in the second  year;  2% in the
third year;  and 1% in the fourth  year.  These  charges are not received by the
Distributor and will not reduce amounts paid to the Distributor  under the Plan.
The  staff of the  Securities  and  Exchange  Commission  is in the  process  of
conducting a review of Rule 12b-1 practices in the investment  company industry.
This  may  result  in  interpretive,   regulatory,  legislative  or  enforcement
responses which could affect the Trust's future  implementation  of the Plan. In
addition,  the National Association of Securities Dealers, Inc. (the "NASD"), of
which  Meeschaert & Co., Inc. is a member,  proposed  amendments to its Rules of
Fair  Practice in April 1990 that would limit and otherwise  affect  asset-based
sales  charges  under Rule 12b-1 and, in  September  1990,  revised the proposed
amendments.  In 1992, the SEC approved such amendments,  effective as of July 7,
1993.  To the extent that such  amendments  to Rule 12b-1  under the  Investment
Company Act of 1940 or the NASD's Rules of Fair Practice are  inconsistent  with
the Plan, the Trust's Board of Trustees will consider various actions, including
proposing amendments to or causing the Plan to be terminated.

   
                          HOW TO PURCHASE SHARES
Shares of the Trust may be purchased from  Meeschaert & Co., Inc.,  2717 Furlong
Road,  Doylestown,  Pennsylvania  18901, the Trust's principal  underwriter (the
"Distributor"),   which  also  served  as  the  Predecessor   Fund's   principal
underwriter   from   December   1,  1983  until  the   effective   date  of  the
Reorganization.  There is no sales charge or commission payable by the investor.
For new shareholders initiating accounts, the minimum investment is $500, except
for exchanges of securities for Trust shares,  where the minimum is $5,000. (See
"How to Exchange  Securities for Trust Shares" in the  prospectus).  There is no
minimum for shareholders making additional  investments to existing accounts. An
application for use in making an initial  investment in the Trust appears in the
back of the Trust's Prospectus.  The method for determining the applicable price
is  described  in the  Prospectus  under the Section  entitled  "How to Purchase
Shares".  The Distributor  sells shares to the public as agent for the Trust and
is the sole principal  underwriter for the Trust under a Distributor's  Contract
dated  October 5, 1990,  the date on which the contract was adopted by the Board
of  Trustees   pursuant  to  the   Distribution   Plan  described   above  under
"Distribution of Shares." The  Distributor's  Contract is substantially the same
as the  Distributor's  underwriting  agreement  with the  Predecessor  Fund. The
contract  automatically  terminates upon assignment (which includes the transfer
of a controlling  block of the stock of the  Distributor)  by either party.  The
contract  also  provides  that its  continuation  from year to year will require
approval by a majority of the Trust's shares or by the Board of Trustees and, in
addition to such approval,  the approval,  by vote cast in person,  at a meeting
called for the purpose,  by a majority of the  Independent  Trustees.  Under the
contract, the Distributor pays expenses of sales literature, including copies of
the prospectus of any Trust  delivered to investors,  and the Trust pays for its
registration  and  registration  of its shares under the federal  Securities and
Investment Company Acts and state securities acts and other expenses in which it
has a direct  interest.  During the years ended December 31, 1996,  December 31,
1995 and December 31, 1994, the Distributor received no sales commissions.
    



                                       35
<PAGE>

   
                    REDEMPTION  AND  REPURCHASE  OF SHARES Any  shareholder  may
require  the Trust to redeem his  shares.  In  addition  the Trust  maintains  a
continuous offer to repurchase its shares. If a shareholder uses the services of
a broker in selling his shares in the  over-the-counter  market,  the broker may
charge a reasonable fee for his service.  Redemptions  and  repurchases  will be
made in the  following  manner:  1.  Certificates  for  shares  may be mailed or
presented,  duly  endorsed,  with a written  request  that the Trust  redeem the
shares,  to the  Trust's  transfer  agent  at  2717  Furlong  Road,  Doylestown,
Pennsylvania  18901. If no certificate has been issued and shares are held in an
Open Account with the Trust's  transfer  agent, a written request that the Trust
redeem such shares,  with signatures  guaranteed in the manner  described below,
may be mailed or presented as described  above. The redemption price will be the
net asset  value next  determined  after the  certificates  and/or  request  are
received.  2. A request for  repurchase  may be  communicated  to the Trust by a
shareholder  through a broker.  The repurchase price will be the net asset value
next  determined  after the request is received by the Trust,  provided that, if
the broker receives the request before noon and transmits it to the Trust before
1:00 p.m.  Eastern Time the same day, the repurchase price will be the net asset
value  determined as of 12:00 noon Eastern Time that day. If the broker receives
the  request  after  noon,  the  repurchase  price  will be the net asset  value
determined as of 12:00 noon Eastern Time the following  day. If an investor uses
the services of a broker in having his shares repurchased, the broker may charge
a reasonable  fee for his services.  Payment for shares  redeemed or repurchased
will be made  within  seven days after  receipt of the shares,  and/or  required
documents, duly endorsed. The signature(s) on the certificate or request must be
guaranteed by a commercial bank or trust company or by a member of the New York,
American, Pacific Coast, Boston or Chicago Stock Exchange. A signature guarantee
by a savings bank or savings and loan  association or  notarization  by a notary
public is not acceptable. In order to insure proper authorization,  the transfer
agent may request  additional  documents,  such as, but not restricted to, stock
powers,  trust  instruments,  certificates  of death,  appointments as executor,
certificates  of corporate  authority  and waiver of tax required in some states
from selling or  exchanging  estates  before  redeeming  shares.  Under  unusual
circumstances,  when the Board of Trustees deems it in the best interests of the
Trust's  shareholders,  the Trust may make  payment  for shares  repurchased  or
redeemed in whole or in part in securities or other assets of the Trust taken at
current values.  If any such redemption in kind is to be made, the Trust intends
to make an election  pursuant to Rule 18(f)(1) under the Investment  Company Act
of 1940.  This will  require  the Trust to redeem  with cash as a  shareholder's
election in any case where the redemption  involves less than $250,000 (or 1% of
the Trust's net assets at the  beginning of each ninety day period  during which
such  redemptions are in effect,  if that amount is less than $250,000).  Should
payment be made in securities,  the redeeming  shareholder  may incur  brokerage
costs in  converting  such  securities to cash.  The right of redemption  may be
suspended  or the payment  date  postponed  when the New York Stock  Exchange is
closed for other than customary weekend or holiday closings,  or when trading on
the New York Stock Exchange is  restricted,  as determined by the Securities and
Exchange Commission; for any period when an emergency as defined by rules of the
Commission  exists;  or during any period  when the  Commission  has,  by order,
permitted such suspension. In case of a suspension of the right of redemption, a
shareholder  who has tendered a certificate for redemption or made a request for
redemption  through a broker may withdraw his request or  certificate or he will
receive payment of the net asset value  determined next after the suspension has
been  terminated.  A  shareholder  may receive more or less than he paid for his
shares, depending on the net asset value of the shares at the time of redemption
or repurchase.     

                                  DISTRIBUTIONS
The Trust is  authorized  to issue two  classes of shares (See "About the Trust"
above).  The Trust  does not  presently  intend to issue any more Class A Common
Shares.  With respect to the Common  Shares,  the Trust  distributes  any income
dividends and any capital gain distributions in additional Common Shares, or, at
the option of the  shareholder,  in cash.  In accordance  with his  distribution
option,  a shareholder  of Common Shares may elect (1) to receive both dividends
and capital gain  distributions  in  additional  Common Shares or (2) to receive
dividends in cash and capital gain  distributions in additional Common Shares or
(3) to receive both  dividends and capital gain  distributions  in cash. A Trust
shareholder of Common Shares may change his  distribution  option at any time by
notifying  the  transfer  agent in writing.  To be  effective  with respect to a
particular  dividend  or  distribution,  the  new  distribution  option  must be
received  by the Trust's  transfer  agent at least 30 days prior to the close of
the fiscal year.  All accounts  with a cash  dividend  option will be changed to
reinvest both dividends and capital gains  automatically  upon  determination by
the  Trust's  transfer  agent that the  address of record for the account is not
current.  Dividends  and capital gain  distributions  received in shares will be
received  by the  Trust's  transfer  agent,  as agent for the  shareholder,  and
credited  to his Open  Account in full and  fractional  shares  computed  at the
record date closing net asset value.

                                      TAXES
The Trust intends to qualify each year as a regulated  investment  company under
Subchapter M of the Internal Revenue Code, as subsequently amended or reenacted.
In order to so qualify, the Trust, must, among other things, (i) derive at least
90% of its gross  income from  dividends,  interest,  payments  with  respect to
certain  securities,  loans and gains from the sale of  securities;  (ii) derive
less than 30% of its gross income from gains from the sale or other  disposition
of securities held for less than three months;  (iii) distribute at least 90% of
its dividend, interest and certain other taxable income each year; (iv) maintain
at least  50% of the  value of its  total  assets  in cash,  cash  items,  U. S.
Government securities,  securities of other regulated investment companies,  and
other  securities  to the extent that no more than 5% of its assets are invested
in the securities of one issuer and it owns no more than 10% of the value of any
issuer's voting securities, and (v) have no more than 25% of its assets invested
in the securities  (other than those of the U. S.  Government or other regulated
investment  companies)  of any one  issuer or of two or more  issuers  which the
Trust controls and which are engaged in the same,  similar or related trades and
businesses.  To the extent the Trust  qualifies  for  treatment  as a  regulated
investment  company,  the Trust will not be  subject  to  Federal  income tax on
income  paid to its  shareholders  in the form of  dividends  or  capital  gains
distributions.  Dividends  paid by the Trust will  generally not qualify for the
70%  dividends-received  deductions  for  corporations.  The Trust  will  notify
shareholders each year of the amount of dividends and  distributions,  including
the amount of any  distribution  of long-term  capital gains.  The Trust will be
subject  to a  nondeductible  4%  excise  tax to the  extent  that its  fails to
distribute,  with respect to each  calendar  year,  at least 98% of its ordinary
income for such  calendar  year and 98% of its  capital  gain net income for the
one-year period ending on October 31 of such calendar year. In addition,  to the
extent that the Trust fails to distribute  100% of its ordinary and capital gain
net income with respect to any calendar  year,  the amount of such  shortfall is
subject to such tax unless  distributed  with respect to the following  calendar


                                       36
<PAGE>

year.  For a  distribution  to qualify as such with  respect to a calendar  year
under the foregoing  rules,  it must be declared by the Trust before December 31
of the year  and  paid by the  Trust  before  the  following  February  1.  Such
distributions  will  be  taxable  to  taxable   shareholders  in  the  year  the
distributions  are declared rather than the year in which the  distributions are
received.
 The Trust's foreign  investments may be subject to foreign  withholding  taxes.
The Trust will be  entitled to claim a deduction  for such  foreign  withholding
taxes for federal income tax purposes.  However,  any such taxes will reduce the
income  available  for  distribution  to  shareholders.  Under the  Interest and
Dividend  Compliance  Act of 1983,  the Trust will be required  to withhold  and
remit to the U. S.  Treasury 20% of the  dividends  and proceeds of  redemptions
paid with  respect  to any  shareholder  who fails to  furnish  the Trust with a
correct taxpayer  identification number, who underreported dividends or interest
income,  or  who  fails  to  certify  that  he or she is  not  subject  to  such
withholding.  An  individual's  tax  identification  number is his or her social
security number.

  Tax Treatment of Options
In connection with its operations, the Trust may write and purchase options. The
tax consequences of transactions in options will vary depending upon whether the
option expires or is exercised,  sold or closed. The tax consequences of certain
of these  transactions  were  changed or  clarified  by  amendments  made to the
Internal Revenue Code by the Deficit Reduction Act of 1984 (the "Act"). Although
no final  regulations have been adopted under the Act, the following  discussion
reflects the Trust's  interpretation of applicable  changes made by the Act. The
Trust will seek principally to purchase or write options that will be classified
as "equity options" or "non equity  options," to the extent  consistent with its
investment objective and opportunities which appear available.  "Equity options"
are any options to buy or sell stock, or any option, the value of which is


                                       37
<PAGE>

determined directly or indirectly by reference to any stock (or group of stocks)
or stock  index;  equity  options do not include any options with respect to any
group of  stocks  or stock  index if  there is in  effect a  designation  by the
Commodity  Futures Trading  Commission of a contract market for a contract based
on such group of stocks or index,  or the  Secretary of the Treasury  determines
that such option  meets the  requirements  of law for such a  designation.  "Non
equity options" are any listed options which are not equity options.  Non equity
options,  defined as "Section  1256  Contracts"  under the Act, are subject to a
marked-to-market  rule for federal  income tax purposes.  Under this rule,  each
such  option held by the Trust at the end of each fiscal year will be treated as
sold for fair market  value on the last  business  day or such fiscal  year.  As
described  below,  the  character  of gain  or loss  resulting  from  the  sale,
disposition,  closing out,  expiration or other termination of such options will
be treated as long-term  capital gain or loss to the extent of 60% thereof,  and
as short-term  capital gain or loss to the extent of 40% thereof ("60/40 gain or
loss").   Equity   options,   on  the  other  hand,   are  not  subject  to  the
marked-to-market  rule.  The character of gain or loss  resulting from the sale,
disposition, closing out, expiration or other termination of such equity options
is not subject to the 60/40 gain or loss rule.  The Trust will not realize  gain
or loss on the receipt or payment of a premium.  If a call option written by the
Trust expires without being  exercised,  the premium received will be recognized
by the Trust as a gain (60/40 for a non equity call option or short-term  for an
equity call  option).  If a put option  purchased by the Trust  expires  without
being  exercised,  the premium  paid will be  recognized  by the Trust as a loss
(60/40  for a non equity  put  option or short- or  long-term  for an equity put
option,  depending on the holding  period of the put);  if,  however,  the Trust
acquired the put option on the same day it acquired the property  identified  as
intended to be used in  exercising  such put,  the premium paid will be added to
the basis of the  underlying  securities.  If a non equity or equity call option
written  by the Trust is  exercised  (or a non  equity or equity  put  option is
purchased by the Trust is sold),  the Trust will  recognize a short or long-term
capital  gain  or  loss  depending  on the  holding  period  of  the  underlying
securities.  If a non equity call option  written by the Trust or non equity put
option  purchased  by the Trust is closed  (i.e.,  the Trust's  obligations  are
terminated other than through exercise or lapse), the Trust will recognize 60/40
gain or loss. If an equity call option written by the Trust is closed, the Trust
will  recognize  short-term  capital  gain or  loss;  if an  equity  put  option
purchased by the Trust is closed,  the Trust will  recognize  long or short-term
capital gain or loss, depending on the holding period of the put option. Section
1092 of the Internal  Revenue  Code,  which  applies to certain  straddles,  may
affect  the  taxation  of the  Trust's  transactions  in  options  on  portfolio
securities.  As a result of rules under that section,  the Trust may be required
to  postpone   recognition  of  losses  incurred  in  certain  closing  purchase
transactions  until the year in which the other leg of the  straddle  is closed.
The Treasury  Department has issued temporary  regulations on the holding period
of  straddles  held by regulated  investment  companies.  The  Internal  Revenue
Service has ruled publicly that an  exchange-traded  call option on a particular
security is a security for purpose of the 50% of assets diversification test and
that its issuer is the issuer of the underlying security,  not the writer of the
option, for purposes of diversification  requirements. In other private rulings,
the  Internal  Revenue  Service  has  addressed  other tax issues  arising  from
investments by regulated  investment  companies in options.  In particular,  the
Internal Revenue Service has stated in private rulings that the gains recognized
as a result of the deemed  sale or certain  options  under the  marked-to-market
rule  (which are  treated  as 60/40  gain) will not be treated as gains from the
sale or exchange of securities  held for less than three  months,  regardless of
the actual holding period prior to year end. The legislative  history of the Tax
Reform Act of 1986  provides  that income  realized in  connection  with writing
covered  and  uncovered  put and call  options is  intended  by  Congress  to be
qualifying  income for  purposes of the 90% passive  income test.  However,  the
requirement that less than 30% of the Trust's gross income be derived from gains
from the sale or other disposition of securities held for less than three months
will  restrict  the  Trust in its  ability  to write  covered  call  options  on
securities that it has held less than three months, to write options that expire
in less than  three  months,  to sell  securities  that have been held less than
three months,  to effect closing purchase  transactions  with respect to options
that  have been held less than  three  months,  and to effect  closing  purchase
transactions  with  respect to options  that have been  written  less than three
months prior to such transactions.  Consequently,  in order to avoid realizing a
gain  within the  three-month  period,  the Trust may be  required  to defer the
closing out of an option beyond the time when it might otherwise be advantageous
to do so. The Tax Reform Act of 1986  revises  the rules  concerning  gains from
sales of assets held less than three months in the case of a "designated hedge."
In  the  case  of a  "designated  hedge,"  recognized  gains  may be  offset  by
unrecognized  declines in value of the other leg of the hedge  during the period
of the hedge for purposes of determining  whether gains from sales of securities
held for less  than  three  months  equal or  exceed  30% of gross  income.  For
example, if a fund sells a one-month call at $95 on stock it owns which is worth
$100 for $4, the stock declines in value to $94 and the option is not exercised,
the $4 of recognized  gain on lapse of the option is offset by the $6 decline in
value of the  stock  and there is no net gain for  purposes  of the  three-month
gains test. The $4 is recognized under the usual rules for other purposes. The


                                       38
<PAGE>

Conference  Committee  Report  on  the  1986  Act  established   procedures  for
identification  of a "designated  hedge" prior to issuance of regulations on the
topic.  There  are  unanswered  questions  in the  area.  In  particular,  since
taxpayers other than the taxpayer requesting a particular private ruling are not
entitled to rely on it, the Trust  intends to keep its  activity in options at a
low volume until the Service rules publicly,  or the Treasury  Department issues
final  regulations,  on open issues. If, in any taxable year, the Trust fails to
qualify as a regulated  investment company, the Trust would be taxed in the same
manner as an ordinary  corporation and  distributions to its shareholders  would
not be deductible by the Trust in computing its taxable income. In addition,  in
the event of such failure to qualify, the Trust's  distributions,  to the extent
derived from the Trust's current or accumulated  earnings and profits,  would be
taxable  to its  shareholders  as  ordinary  income  dividends,  even  if  those
dividends might otherwise have been considered distributions of capital gains.

   
                         PORTFOLIO SECURITY TRANSACTIONS
Decisions to buy and sell  portfolio  securities for the Trust are made pursuant
to  recommendations  by Anchor Investment  Management  Corporation,  the Trust's
Investment Adviser. The Trust, through the Investment Adviser,  seeks to execute
portfolio  security  transactions  on the most  favorable  terms and in the most
effective manner  possible.  In seeking such execution,  the Investment  Adviser
will use its best  judgment in evaluating  the terms of a  transaction  and will
give consideration to various relevant factors, including without limitation the
size and type of the  transaction,  the nature and  character of the markets for
the security,  the  confidentiality,  speed and certainty of effective execution
required for the transaction, the reputation, experience and financial condition
of the  broker-dealer  and the quality of services rendered by the broker-dealer
in other transactions,  and the reasonableness of the brokerage  commission,  if
any. It is expected that on frequent occasions, there will be many broker-dealer
firms which will meet the foregoing  criteria for a particular  transaction.  In
selecting among such firms, the Trust,  through the Investment Adviser, may give
consideration  to those firms  which have sold,  or are  selling,  shares of the
Trust. In addition, the Investment Adviser may allocate Trust brokerage business
on the basis of brokerage and research services and other  information  provided
by broker-dealer  firms,  which may involve the payment of reasonable  brokerage
commissions  in  excess of those  chargeable  by other  broker-dealer  firms for
effecting the same  transactions.  Such "brokerage and research services" may be
used for  other  of the  Investment  Adviser's  advisory  accounts  and all such
services may not be used by the  Investment  Adviser in managing the Trust.  The
term  "brokerage  and  research  services"  includes  service as to the value of
securities;  the advisability of investing in, purchasing or selling securities;
the  availability  of  securities,  or  purchasers  or  sellers  of  securities;
furnishing  analyses and reports  concerning  issuers,  industries,  securities,
economic factors and trends;  portfolio strategy and the performance of account;
and effecting  securities  transactions,  and  performing  functions  incidental
thereto  (such as clearance  and  settlement).  The policy  referred to above of
considering  sales or shares of the Trust as one of the factors in the selection
of  broker-dealer  firms  to  execute  portfolio  transactions,  subject  to the
requirement of seeking best execution,  is  specifically  permitted by a rule of
the National  Association  of Securities  Dealers,  Inc. The rule also provides,
however,  that no member firm shall favor or disfavor the distribution of shares
of any particular  fund or group of funds on the basis of brokerage  commissions
received or expected by such firm from any source.  The Trust and one or more of
the other investment  companies or accounts for which the Investment  Adviser or
its   affiliates   render   investment   advisory   services  on  occasion   may
simultaneously be engaged in the purchase or sale of the same security.  In such
event the  transactions  in such security  normally will be averaged as to price
and  allocated  as to amount  among the several  clients or accounts in a manner
deemed  equitable to all. It is recognized  that in some cases this system could
have a  detrimental  effect on the price or volume of the security as far as the
Trust is concerned.  In other cases, however, it is believed that the ability to
participate in volume transactions will produce better executions for the Trust.
To the extent consistent with the policy of seeking best price and execution,  a
portion of the Trust's portfolio transactions may be executed through Meeschaert
&  Co.,  Inc.,  the  Trust's  principal  underwriter  and  an  affiliate  of the
Investment  Adviser.  In the event that this occurs,  it will be on the basis of
what  management  believes  to be  current  information  as to rates  which  are
generally  competitive with the rates available from other  responsible  brokers
and the lowest rates,  if any,  currently  offered by Meeschaert & Co., Inc. The
Board of Trustees has not considered whether or not any portion of the brokerage
commissions  which may be received by  Meeschaert & Co.,  Inc. in respect of the
Trust's  portfolio  transactions  should be  required  to be applied in order to
reduce  advisory fees paid by the Trust.  In any event no such practice shall be
required unless approved by the vote of a majority of the Independent  Trustees.
Due to the inception of fully negotiated  brokerage  commissions on May 1, 1975,
the practicality and  effectiveness of any such practice in the future is highly
doubtful.  The Distributor  will not, as a principal,  enter into any securities
transactions  with the Trust.  During 1996, 1995, and 1994,  commissions paid to
broker-dealers  by the Trust were  $8,725,  $11,093,  and $33,155  respectively.
During 1996,  1995, and 1994,  brokerage  commissions of $8,725,  $ 8,090, and $
19,821,  respectively,  were paid by the Trust to Meeschaert & Co., Inc. For the
year ended  December 31,  1996,  the  percentage  of total  commissions  paid to
Meeschaert & Co., Inc. was 100.0%.  During 1996 the Trust's  purchases and sales
of securities,  exclusive of United States government  securities and short-term
notes,  amounted to  $2,127,194  and  $2,514,029,  respectively.  100.0% of such
purchases  and sales  involved  the  payment  of  commissions  with  respect  to
transactions  effected through  Meeschaert & Co., Inc. ^ The portfolio  turnover
rates for 1996, 1995, 1994, and 1993, were 21%, 40%, and 63%, respectively.
    


                                       39
<PAGE>


                                OTHER INFORMATION

   
  Custodian,  Transfer Agent and Dividend-Paying Agent All securities,  cash and
other  assets  of the Trust are  received,  held in  custody  and  delivered  or
distributed  by the Trust's  custodian  bank,  Investors  Bank & Trust  Company,
Financial  Product  Services,  1  Lincoln  Plaza,  Boston,  Massachusetts  02205
provided that in cases where foreign  securities must, as a practical matter, be
held  abroad,  the Trust's  custodian  bank and the Trust will make  appropriate
arrangements  so that such  securities  may be legally held abroad.  The Trust's
custodian bank does not decide on purchases or sales of portfolio  securities or
the making of distributions.  Anchor  Investment  Management  Corporation,  2717
Furlong  Road,  Doylestown,  Pennsylvania  18901,  serves as transfer  agent and
dividend-paying agent for the Trust.

  Independent Public Accountants
For the fiscal year ending  December 31, 1996, the Trust  employed  Livingston &
Haynes,  P.C., 40 Grove Street,  Wellesley,  Massachusetts 02181, to certify its
financial  statements  and to prepare its federal and state  income tax returns.
    

  Registration Statement
This Statement of Additional  Information  does not contain all the  information
set forth in the Registration  Statement and the exhibits and schedules relating
thereto,  which  the  Trust has filed  with,  and  which  are  available  at the
Securities and Exchange Commission,  Washington,  D.C., under the Securities Act
of 1933, as amended,  and the  Investment  Company Act of 1940,  as amended,  to
which reference is hereby made.

   
                           FINANCIAL STATEMENTS
The  financial  statements  and related  report of  Livingston  & Haynes,  P.C.,
independent public accountants, contained in Anchor Capital Accumulation Trust's
Annual Report to  shareholders  for the year ended December 31, 1996, are hereby
incorporated  by reference.  A copy of the Trust's Annual Report may be obtained
without  charge by writing to Anchor  Investment  Management  Corporation,  2717
Furlong Road,  Doylestown,  Pennsylvania  18901, or by calling Anchor Investment
Management Corporation at (215) 794-2980.     





                                       40
<PAGE>

           Part C.   Other Information.

   
Item 24.        Financial Statements and Exhibits
(a)             Financial Statements:


                Included in Part A:

                Selected  Per  Share  Data and  Ratios  for a share  outstanding
                throughout  each  period  ended  December  31, for the ten years
                ended December 31, 1996

                Included in Part B:

                Report of Independent  Public  Accountants*  Statement of Assets
                and  Liabilities  December 31, 1996* Statement of Operations for
                the year ended  December 31,  1996*  Statement of Changes in Net
                Assets for the years ended  December  31, 1996 and  December 31,
                1995*  Schedule  of  Investments,  December  31,  1996* Notes to
                Financial Statements*

                * Included in  Registrant's  annual report to  shareholders  for
                December  31, 1996 a copy of which is included as Exhibit 12 and
                incorporated herein by reference thereto.

(b)             Exhibits:

Exhibit 11.  Consent of Independent Public Accountants.

Exhibit 12.  Trust's Annual Reports to Shareholders, December 31, 1996.

Exhibit 17. Power of Attorney, dated April 19, 1997 and Certified Resolutions.

Exhibit 27.  Financial Data Schedule.

Item 25. Persons controlled by or under common Control with Registrant.

(a)    No person controls the Registrant.

(b)    The  following  table  sets forth the name,  address  and  percentage  of
       ownership at March 31,  1996,  of each person who then owned of record 5%
       or more of any class of the Registrant's outstanding shares:

              Name:                Address:    Percentage Ownership:
        Bank of New York          PO Box 1066         76.90%
                               Wall Street Station
                               New York, NY 10268

       Lazard Freres & Co.       120 Broadway
                              New York, NY  10271      7.44%

 At March 31, 1997,  officers and  Trustees of the  Registrant  as a group owned
less than 1% of the outstanding Common shares.

    



                                       41
<PAGE>



Item 26. Number of Holders of Securities.

       The number of holders of record of  securities  of the  Registrant  as of
       March 31, 1997 is as follows:

              Title of Class:Number of Holders of Record:
               Common Shares             480
              Class A Shares              0

Item 27. Indemnification.

       No amendment.  The information was filed in Item 4 of Amendment
   No. 4

Item 28. Business and Other connections of Investment Advisor.

       The  information  in the  Statement of Additional  Information  under the
       caption of "Management-Investment  Adviser" is hereby incorporated herein
       by this reference thereto.

Item 29. Principal Underwriters.

       (a) The Distributor currently acts as distributor for the
       following investment companies:

           Anchor Strategic Assets Trust
           S.E.C. file # 811-5963

           Anchor International Bond Trust
           S.E.C. file # 811-4644

           Anchor Resource and Commodity Trust
           S.E.C. file # 811-8706

       (b) See the answer to Item 21 of Part B, which is herein  incorporated by
           this reference thereto.

Item 30. Location of Accounts and Records.

       Persons  maintaining  physical  possession of accounts,  books, and other
       documents  required to be maintained  by Section 31(a) of the  Investment
       Company Act of 1940 and rules promulgated thereunder include Registrant's
       Secretary,  David W.C. Putnam;  Registrant's  Investment Advisor,  Anchor
       Investment Management Corporation; and Registrant's custodian,  Investors
       Bank & Trust  company.  The address of the  Secretary is 10 Langley Road,
       Suite  404,  Newton  Centre,  Massachusetts  02159;  the  address  of the
       investment  adviser and the transfer  agent and dividend  paying agent is
       2717 Furlong Road, Doylestown, Pennsylvania 18901; and the address of the
       custodian  is  Financial  Product  Services,  1  Lincoln  Plaza,  Boston,
       Massachusetts 02205.

Item 31. Management Services.

       Not applicable.

Item 32. Undertakings.

(a)    Not applicable.

(b)    Not applicable.



                                       42
<PAGE>

(c)    Registrant  hereby  undertakes to call a meeting of shareholders  for the
       purpose of voting on the  question  of  removal of a Trustee or  Trustees
       when  requested in writing to do so by the holders of at least 10% of the
       Registrant's  outstanding  shares of common stock and, in connection with
       such  meeting,  to comply  with the  provisions  of Section  16(c) of the
       Investment Company Act of 1940 relating to shareholder communications.



                                       43
<PAGE>



                                SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the Registrant  certifies that it meets all the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b) and has duly caused this  Amendment to the  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Doylestown and the  Commonwealth  of  Pennsylvania  on the 19th day of April,
1997.

                               ANCHOR CAPITAL ACCUMULATION TRUST


                               By: DAVID Y. WILLIAMS
                                  David Y. Williams, President

      Pursuant  to  the  Securities   Act  of  1933,   this  Amendment  to  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature               Title                 Date

DAVID W.C. PUTNAM     Chairman and Trustee    April 19, 1997
David W. C. Putnam


J. STEPHEN PUTNAM     Treasurer (Principle    April 19, 1997
J. Stephen Putnam       Financial Officer)


MAURICE A. DONAHUE    Trustee                 April 19, 1997
Maurice A. Donahue


SPENCER H. LEMENAGER  Secretary and Trustee   April 19, 1997
Spencer H. LeMenager


DAVID Y. WILLIAMS     President and Trustee   April 19, 1997
David Y. Williams


*By: PETER K. BLUME                           April 19, 1997
    Peter K. Blume
    Attorney-in-Fact


                                       44
<PAGE>



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

- ---------------------------------------------------------------------------
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C. 20549


                              FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         /x/

      Pre-Effective Amendment No.                               / /

      Post-Effective Amendment No. 46                           /x/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
  OF 1940                                                       /x/

      Amendment No. 24                                          /x/

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

                  ANCHOR CAPITAL ACCUMULATION TRUST
              ----------------------------------------

                              EXHIBITS






                                       45
<PAGE>



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

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

                          INDEX TO EXHIBITS

    Exhibit Number    Description of Exhibit

          (1)         Restated Declaration of Trust, as amended.
                      (Previously filed as Exhibit 1 to Amendment No. 10)

          (2)         By-Laws of the Registrant, as amended. (Previously
                      filed as Exhibit 2 to Amendment No. 10)

          (3)         Not applicable.

          (4)         Specimen Certificates representing Common Shares
                      and Class A Common Shares of Beneficial Interest of
                      the Registrant.  (Previously filed as Exhibit 4 to
                      Amendment No. 10)

          (5)         Investment Advisory Agreement between the
                      Registrant and Anchor Investment Management
                      Corporation.  (Previously filed as Exhibit 5 to
                      Amendment No. 17)

          (6)         Distributor's Contract between the Registrant and
                      Meeschaert & Co., Inc. (Previously filed as Exhibit
                      6 to Amendment No. 17)

          (7)         Not applicable.

          (8)         Custodian Agreement between the Registrant and
                      Investors Bank & Trust Company.  (Previously filed
                      as Exhibit 8 to Amendment No. 10)

          (9)         Transfer Agency and Service Agreement between the
                      Registrant and Anchor Investment Management
                      Corporation.  (Previously filed as Exhibit 9 to
                      Amendment No. 16)

         (10)         Opinion and Consent of Counsel. (Previously filed
                      as Exhibit 10 to Amendment No. 10)

         (11)  p.47  Consent of Independent Public Accountants.

         (12)  p.48   Trust's Annual Report to Shareholders, December 31,
                      1996.

         (13)         Not applicable.

         (14)         Not applicable.

         (15)         Distribution Plan of the Registrant.  (Previously
                      filed as Exhibit 15 to Amendment No. 10)

         (16)         Not applicable.

   
         (17)  p.60   Power of Attorney, dated April 19, 1997 and Certified
                      Resolution.

         (27)  p.62   Financial Data Schedule.
    



                                       46
<PAGE>






                            Livingston & Haynes, P.C.
                          Certified Public Accountants
                                 40 Grove Street
                               Wellesley, MA 02181
                                 (617) 237-3339

                                           Member AICPA Division  for CPA Firms
                                           Private Companies Practice Section
                                           SEC Practice Section



                          INDEPENDENT AUDITORS' CONSENT

      We consent to the use in this  Registration  Statement  of Anchor  Capital
Accumulation  Trust on the amended Form N-1A our report dated  January 17, 1997,
appearing in the prospectus,  which is part of such Registration Statement,  and
to the reference to us under the captions,  "Condensed Financial Information and
Selected Per Share Data and Ratios".




LIVINGSTON & HAYNES
Wellesley, Massachusetts
April 25, 1997


                                       47



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



                                     ANCHOR
                                     CAPITAL
                                  ACCUMULATION
                                      TRUST


                                  ANNUAL REPORT
                                DECEMBER 31, 1996

























<PAGE>





                        ANCHOR CAPITAL ACCUMULATION TRUST

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1996


Assets:
Investments at quoted market value (cost $7,814,439;
 see Schedule of Investments, Notes 1, 2, & 5).......   $11,839,351
Cash ................................................       529,544
Dividends and interest receivable....................        11,110
Other assets.........................................         2,033
                                                         -----------
    Total assets.....................................    12,382,038
                                                         -----------

Liabilities:
Payable for capital shares redeemed..................          256
Accrued expenses and other liabilities (Note 3 ).....       28,466
                                                        -----------
    Total liabilities................................       28,722
                                                        -----------

Net Assets:
Capital stock (unlimited shares authorized at $1.00 par
value,                                                    7,671,922
 amount paid in on 469,703 shares outstanding) (Note 1)
Accumulated undistributed net investment income......     1,026,944
Accumulated realized loss from security transactions,
net.......................................................(370,462)
Net unrealized appreciation in value of investments       
(Note 2).............................................     4,024,912
                                                        -----------
    Net assets (equivalent to $26.30 per share, based
on 469,703 capital shares outstanding).............     $12,353,316
                                                         ===========





<PAGE>


                        ANCHOR CAPITAL ACCUMULATION TRUST

                             STATEMENT OF OPERATIONS
                                DECEMBER 31, 1996

Income:
 Dividends...........................................   $105,646
 Interest............................................     88,074
                                                        -----------
    Total income.....................................    193,720
                                                        -----------

Expenses:
 Management fees, net (Note 3).......................     91,717
 Pricing and bookkeeping fees (Note 4)...............     12,500
 Legal fees..........................................      8,000
 Audit and accounting fees...........................     10,000
 Trustees' fees and expenses.........................      3,000
 Transfer fees (Note 4)..............................      4,087
 Custodian fees......................................      1,000
 Other expenses......................................      3,889
                                                        -----------
    Total expenses...................................    134,193
                                                        -----------

Net investment income................................     59,527
                                                        -----------

Realized and unrealized gain on investments:
  Realized gain on investments-net...................      302,080
  Increase in net unrealized appreciation in investments 1,322,968
                                                        -----------
    Net gain on investments..........................    1,625,048
                                                        ===========

Net increase in net assets resulting from operations.   $1,684,575
                                                        ===========


<PAGE>





                  ANCHOR CAPITAL ACCUMULATION TRUST
  
                 STATEMENTS OF CHANGES IN NET ASSETS


                                            Year Ended   Year Ended
                                           December 31, December 31,
                                               1996         1995
                                          ----------------------------
From operations:
 Net investment income................... $  59,527    $   95,890
 Realized gain on investments, net.......    302,080      103,278
 Increase in net unrealized
  appreciation in investments............  1,322,968    1,577,424
                                           ----------   ------------
    Net increase in net assets resulting
     from operations.....................  1,684,575    1,776,592
                                          ------------  -----------
Distributions to shareholders:
  From net investment income
     ($0.13 per share in 1996 and $0.19     (59,676)     (99,642)
per share in 1995).......................
 From net realized gain on investments
    ($0.09 per share in 1996 and $0.62      (42,766)    (325,178)
per share in 1995).......................
                                          ------------  -----------
    Total distributions to shareholders..  (102,442)    (424,820)
                                          ------------  -----------

From capital share transactions:
                        Number of Shares
                         1996      1995
                       --------- ---------
 Proceeds from sale of
  shares..............  14,010   136,220     337,104    2,954,044
 Shares issued to
share-
  holders in                                 101,117      423,429
distributions            3,844    18,474
  reinvested..........
 Cost of shares        (87,492)  (7,599)  (2,099,429)   (171,022)
redeemed..............---------  -------  ----------    --------

 Increase (decrease)
in net assets resulting
from capital share
transactions........... (69,638)  147,095    (1,661,208)  3,206,451
                       =========  ========= ------------  -----------

Net increase (decrease) in net assets....      (79,075)    4,558,223
Net assets:
  Beginning of period....................    12,432,391    7,874,168
                                           ============= ============
  End of period (including undistributed
   net investment income of $1,026,944 and
      $1,027,094, respectively)..........  $12,353,316   $12,432,391
                                           ============= ============



<PAGE>




                        ANCHOR CAPITAL ACCUMULATION TRUST
                SELECTED  PER SHARE  DATA AND  RATIOS
            (for a share  outstanding throughout each period)


                                 Year Ended December 31,
                        1996      1995     1994     1993     1992
                      -----------------------------------------------

Investment income.... $  1.33  $ (1.17) $  3.49  $  0.05  $  0.29
Expenses, net........    0.92    (0.64)    2.10     0.03     0.17
                      ----------------------------------------------
Net investment income    0.41    (0.53)    1.39     0.02     0.12
(loss)...............
Net realized and
unrealized
 gain (loss) on
investments..........    3.06     4.32     (1.72)   (0.47)    1.60
Distributions to
shareholders:
  From net investment
  income.............   (0.13)   (0.19)     (0.23)   (0.17)   (0.31)
  From net realized
gain on investments..   (0.09)   (0.62)     (0.04)   (2.11)   (2.48)
                        ----------------------------------------------
Net increase(decrease)
in net asset value...    3.25     2.98     (0.60)   (2.73)   (1.07)
Net asset value:
 Beginning of period.   23.05    20.07     20.67    23.40    24.47
                      ==============================================
 End of period.......  $26.30   $23.05    $20.07   $20.67   $23.40
                      ==============================================
Ratio of expenses to
 average net assets..    1.10%    1.11%     1.10%    1.10%    1.08%
Ratio of net
investment income
to average net assets... 0.49%    0.92%     0.73%    0.65%    0.73%

Portfolio turnover...    0.21     0.40      0.63     0.84     0.74
Number of shares out-
standing at end of
period...............  469,703   539,341   392,246   702,040  643,571


<PAGE>




                        ANCHOR CAPITAL ACCUMULATION TRUST
                            SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1996
                                                           Value
 Quantity                                                 (Note 1)
COMMON STOCKS -- 83.86%
         Advertising Industry -- 2.33%
   6,000 The Interpublic Group of Companies Incorporated $ 288,000

         Canadian Energy Industry -- 8.24%
  15,000 Renaissance Energy Limited.....................   514,800
  15,000 Talisman Energy  Limited.......................
                                                           502,800
                                                         ----------
                                                          1,017,600
                                                         ----------
         Chemicals, Basic -- 4.86%
  11,000 Amgen Incorporated.............................  600,875
                                                         ----------

         Chemicals, Diversified -- 5.19%
  25,000 Pall Corporation...............................  640,616
                                                         ----------

         Computer Industry -- 3.35%
   8,000 Hewlett-Packard Company........................  414,000
                                                         ----------

         Coal/Alternate Energy Industry -- 4.01%
  15,000 CalEnergy Company Incorporated.................  495,000
                                                         ----------

         Drug Industry -- 6.86%
  17,000 Biochem Pharma, Incorporated...................  847,875
                                                         ----------

         Electrical Equipment Industry --4.80%
   6,000 Emerson Electric Company.......................  592,500
                                                         ----------

         Food and Beverage Industry -- 4.74%
  11,500 J.M. Smucker Company Class A...................  202,688
   9,647 Tootsie Roll Industries, Incorporated..........  383,468
                                                         ----------
                                                          586,156
                                                         ----------


<PAGE>





                        ANCHOR CAPITAL ACCUMULATION TRUST

                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1996
                                   (Continued)
                                                          Value
 Quantity                                                (Note 1)
         Food Wholesalers Industry -- 2.17%
   8,000 Sysco Corporation..............................   268,000
                                                         ----------

         Funeral Services Industry -- 3.68%
  16,000 Service Corporation International..............   454,000
                                                         ----------

         Industrial Services Industry -- 5.02%
  20,000 Equifax, Incorporated..........................   620,000
                                                         ----------

         Insurance (Diversified) Industry -- 5.32%
   6,000 American International Group Incorporated......   657,750
                                                         ----------

         Life Insurance Industry -- 5.35%
  15,375 AFLAC, Incorporated............................   661,125
                                                         ----------

         Medical Supplies Industry -- 12.65%
  12,000 Abbott Laboratories............................   622,500
  12,000 Fresenius Medical Care Incorporated, ADR.......   337,500
  20,000 Stryker Corporation............................   602,500
                                                         ----------
                                                         1,562,500
                                                         ----------
         Office Equipment & Supplies Industry -- 2.83%
  10,000 Wallace Computer Services Incorporated.........   350,000
                                                         ----------

         Oilfield Sevices/Equipment Industry -- 2.46%
   3,000 Schlumberger Limited...........................   303,750
                                                         ----------

         Total common stocks (cost $6,334,835).......... 10,359,747
                                                         ----------
U.S. TREASURY BILLS -- 11.98%.
$1,500,00Treasury Bill, 5.01% yield, maturing 2/27/97    1,479,604
         (at cost)...................................... ----------
         Total investments (cost $7,814,439)............ 11,839,351
                                                         ----------

CASH & OTHER ASSETS, LESS LIABILITIES -- 4.16%..........  513,965
                                                        -----------

         Total Net Assets............................... $12,353,316
                                                         ==========



<PAGE>




                        ANCHOR CAPITAL ACCUMULATION TRUST


                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996


1. Significant accounting policies:
Anchor Capital Accumulation Trust, a Massachusetts business trust (the "Trust"),
   is registered  under the  Investment  Company Act of 1940,  as amended,  as a
   diversified,  open-end  investment  management  company.  The  following is a
   summary of significant accounting policies followed by the Trust which are in
   conformity with those generally  accepted in the investment company industry.
   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported  amounts of revenues and expenses  during the reporting  period.
   Actual results could differ from those estimates.  A. Investment securities--
   Security transactions are recorded
    on the date the  investments  are  purchased  or sold.  Each  day,  at noon,
    securities traded on national security exchanges are valued at the last sale
    price on the primary exchange on which they are listed, or if there has been
    no sale by noon, at the current bid price. Other securities for which market
    quotations  are readily  available are valued at the last known sales price,
    or, if unavailable, the known current bid price which most nearly represents
    current market value.  Temporary cash  investments are stated at cost, which
    approximates  market value.  Dividend  income is recorded on the ex-dividend
    date and interest income is recorded on the accrual basis.  Gains and losses
    from sales of investments are calculated using the "identified  cost" method
    for both financial reporting and federal income tax purposes.
   B. Income  Taxes-- The Trust has elected to comply with the  requirements  of
    the Internal Revenue Code applicable to regulated  investment  companies and
    to distribute  each year all of its taxable income to its  shareholders.  No
    provision for federal  income taxes is necessary  since the Trust intends to
    qualify  for and elect the  special  tax  treatment  afforded  a  "regulated
    investment company" under subchapter M of the Internal Revenue Code.
   C. Capital  Stock-- The Trust records the sales and redemptions
    of its capital stock on trade date.
2. Tax basis of investments:
   At December 31, 1996,  the total cost of  investments  for federal income tax
   purposes  was  identical  to the total cost on a financial  reporting  basis.
   Aggregate gross unrealized  appreciation in investments in which there was an
   excess  of  market  value  over  tax  cost was  $4,049,950.  Aggregate  gross
   unrealized  depreciation  in  investments in which there was an excess of tax
   cost  over  market  value  was  $25,038.   Net  unrealized   appreciation  in
   investments at December 31, 1996 was $4,024,912.
3. Investment advisory service agreements:
   The  investment   advisory   contract  with  Anchor   Investment   Management
   Corporation (the "investment  adviser")  provides that the Trust will pay the
   adviser a fee for  investment  advice based on 3/4 of 1% per annum of average
   daily net assets.  At December 31, 1996,  investment  advisory fees of $7,801
   were due which were included in "Accrued  expenses and other  liabilities" in
   the accompanying  Statement of Assets and Liabilities.  David Y. Williams,  a
   Trustee of the Trust, is President and a Director of the Investment Adviser.


<PAGE>






                        ANCHOR CAPITAL ACCUMULATION TRUST

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (Continued)
4. Certain transactions:
   Anchor Investment Management Corporation provides transfer agent services for
   the  Trust.  Fees  earned by Anchor  Investment  Management  Corporation  for
   transfer  agent  services  for the year ended  December 31, 1996 were $4,087.
   Certain  officers and trustees of the Trust are directors  and/or officers of
   the investment  adviser and  distributor.  Meeschaert & Co., Inc. the Trust's
   distributor,  received  $8,725 in brokerage  commissions  during the the year
   ended  December  31,  1996.  Fees  earned  by  Anchor  Investment  Management
   Corporation for expenses related to daily pricing of the Trust shares and for
   bookkeeping services for the the year ended December 31, 1996 were $12,500.
5. Purchases and sales:
   Aggregate  cost of purchases  and the proceeds  from sales and  maturities on
   investments for the year ended December 31, 1996 were:
    Cost of securities acquired:
      U.S. Government and investments backed by
    such securities...........................     $5,429,279
      Other investments.......................      2,127,194
                                                  =============
                                                   $7,556,473
                                                  =============
    Proceeds from sales and maturities:
      U.S. Government and investments backed by
      such securities...........................  $ 7,112,408
      Other investments.......................      2,514,029
                                                  =============
                                                  $ 9,626,437
                                                  =============








<PAGE>





                        ANCHOR CAPITAL ACCUMULATION TRUST


INDEPENDENT AUDITORS' REPORT


To the Shareholders and Trustees of Anchor Capital
Accumulation Trust:


We have audited the  accompanying  statement of assets and liabilities of Anchor
Capital  Accumulation  Trust (a  Massachusetts  business  trust),  including the
schedule of  investments,  as of December  31,  1996,  the related  statement of
operations for the year then ended,  the statements of changes in net assets for
each of the two years in the period then ended,  and the selected per share data
and ratios for each of the five years in the period then ended.  These financial
statements and per share data and ratios are the  responsibility  of the Trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and per share data and ratios based on our audits.


We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial  statements and per share data
and ratios are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996 by correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.


In our opinion,  the financial statements and selected per share data and ratios
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Anchor  Capital  Accumulation  Trust as of December  31,  1996,  the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended,  and the  selected per share
data and  ratios  for  each of the  five  years in the  period  then  ended,  in
conformity with generally accepted accounting principles.



                                       LIVINGSTON & HAYNES, P.C.



Wellesley, Massachusetts,
January 17, 1997.


<PAGE>





                        ANCHOR CAPITAL ACCUMULATION TRUST

                              OFFICERS AND TRUSTEES




DAVID W.C. PUTNAM                            Chairman
Chairman, Board of Directors, F.L. Putnam    and Trustee
Investment Management Corporation
President and Director, F.L. Putnam
Securities Company Incorporated

J. STEPHEN PUTNAM                            Vice President and
President, Robert Thomas Securities          Treasurer

SPENCER H. LE MENAGER                        Secretary
President, Equity Inc.                       and Trustee

MAURICE A. DONAHUE                           Trustee
Director and Professor, Institute for
Governmental Services and
Walsh-Saltonstall Professor of Practical
Politics, University of Massachusetts

DAVID Y. WILLIAMS                            President
President and Director, Meeschaert & Co.,    and Trustee
Inc.,
President and Director, Anchor Investment
Management Corporation




<PAGE>





                ANCHOR CAPITAL ACCUMULATION TRUST

              INVESTMENT ADVISER AND TRANSFER AGENT
            Anchor Investment Management Corporation
        2717 Furlong Rd., Doylestown, Pennsylvania 18901
                         (215) 794-2980

                            DISTRIBUTOR
                        Meeschaert & Co., Inc.
        2717 Furlong Rd., Doylestown, Pennsylvania 18901

                           CUSTODIAN
                 Investors Bank & Trust Company
          89 South Street, Boston, Massachusetts 02111

                 INDEPENDENT PUBLIC ACCOUNTANT
                       Livingston & Haynes, P.C.
            40 Grove St., Wellesley, Massachusetts 02181

                         LEGAL COUNSEL
           Yukevich, Blume, Marchetti & Zangrilli
       One Gateway Center, Pittsburgh, Pennsylvania 15222






                                POWER OF ATTORNEY


         We,  the   undersigned   officers  and   Trustees  of  Anchor   Capital
Accumulation  Trust,  hereby severally  constitute  David W.C. Putnam,  David Y.
Williams,  and Peter K.  Blume,  and each of them  singly,  our true and  lawful
attorneys,  with full power to them and each of them  singly to sign for us, and
in our names  and in the  capacity  mentioned  below,  any and all  Registration
Statements  and/or  Amendments to the  Registration  Statements,  filed with the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys to any and all amendments
to said Registration  Statement,  and all additional Registration Statements and
Amendments thereto.


         Witness our hands and common seal on the dates set forth below*


Signature                       Title                   Date

DAVID W.C. PUTNAM
David W. C. Putnam         Chairman and Trustee         April 19, 1997


J. STEPHEN PUTNAM
J. Stephen Putnam          Treasurer (Principle         April 19, 1997
                           Financial Officer)


SPENCER H. LEMENAGER
Spencer H. LeMenager       Secretary and Trustee        April 19, 1997


MAURICE A.DONAHUE
Maurice A. Donahue         Trustee                      April 19, 1997


DAVID Y. WILLIAMS
David Y. Williams          President and Trustee        April 19, 1997


* This Power of Attorney may be executed in several counterparts,  each of which
shall  be  regarded  as an  original  and  all of  which  taken  together  shall
constitute one and the same Power of Attorney, and any of the parties hereto may
execute this Power of Attorney by signing any such counterpart.



                                       

                                       60
<PAGE>





                       CERTIFIED RESOLUTIONS

           The  undersigned,  Christopher  Y. Williams,  Assistant  Secretary of
Anchor Capital Accumulation Trust,  DOES  HEREBY  CERTIFY  that  the  following
resolutions  were duly  adopted  by the  Trustees  of the  Trust,  and that such
resolutions  have not been  amended,  modified or  rescinded  and remain in full
force and effect on the date hereof.

RESOLVED:      That Peter K. Blume, Esquire, attorney for the
               Trust, be and hereby is named and constituted agent
               for service with respect to the aforesaid
               Registration Statement to receive notices and
               communication with respect to the 1993 Act and the
               1940 Act, with all power consequent upon such
               designation of and under the rules and regulations
               of the Commission.
RESOLVED:      That the signature of any officer of the Trust required by law to
               be affixed to the  Registration  Statement,  or to any  amendment
               thereof,  may be  affixed  by said  officer  personally  or by an
               attorney-in-fact  duly  constituted in writing by said officer to
               sign his name thereto.


           IN WITNESS WHEREOF,  I have executed this Certificate as of April 19,
           1997.



                               CHRISTOPHER Y. WILLIAMS

                               Christopher Y. Williams



                                       61



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

      THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE
ANCHOR  CAPITAL  ACCUMULATION  TRUST  DECEMBER  31,  1996  ANNUAL  REPORT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNUAL REPORT.



                  Item        Item Description
                   Number
                                                        1996
                    3(a)   Net asset value:
                             Beginning of year         $23.05
                    3(a)   Net investment income         0.41
                           (loss)...........
                    3(a)   Net realized and
                           unrealized gain .             3.06
                              (loss) on investments
                    3(a)   Distributions to
                           shareholders:
                    3(a)     From net
                           investment  income           (0.13)
                           (loss)...........
                    3(a)     From net realized
                           gains on     ....            (0.09)
                                                        ------
                           investments......
                    3(a)   Net asset value:
                             End of year....           $26.30
                                                       ======
                    3(a)   Ratio of expenses to
                           average net .....             1.10%
                           assets...........








                                       62




</TABLE>


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