ANCHOR CAPITAL ACCUMULATION TRUST
485BPOS, 1998-04-28
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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. 47           |X|

    

                             and


              REGISTRATION STATEMENT UNDER THE           |X|

               INVESTMENT COMPANY ACT OF 1940

   
                      Amendment No. 25                   |X|
    


              (Check appropriate box or boxes)

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

   
                      579 Pleasant St., Ste 4
                     Paxton, Massachusetts 01612
     (Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:  (508) 831-1171
    


    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.
                  Thorpe, Reed & Armstrong
                   One Riverfront Center
                    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, 1997 will be
                 filed on or before June 30, 1998.
===================================================================
    
               Page 1 of 65 pages.  Exhibit Index on page 48.


                                       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, 1998


             Anchor Investment Management Corporation
                        Investment Adviser
                   579 Pleasant Street, Suite 4
                   Paxton, Massachusetts 01612

  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,  but not  implemented,  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 579 Pleasant Street,
Suite 4, Paxton, Massachusetts 01612 and the telephone number is (508) 831-1171.

  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, 1998,  which has been filed with the  Securities  and  Exchange
Commission.  The Statement and the Trust's  Annual Report for 1997
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...........................     0.40%
           Total Trust Operating Expenses...........     1.15%


  EXAMPLE

                                       1 Year 3 Years 5 Years 10 Years
  You   would   pay   the    following  
expenses   on  a   $1,000   investment
assuming (1) 5% annual  return and (2)
redemption  at the  end of  each  time
period:                                 $52    $57    $63    $140
  You   would   pay   the    following  
expenses   on  the  same   investment,
assuming no redemption:                 $12    $37    $63    $140

  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,  and will not do so
without shareholders' approval of the Plan.


                                   6.
<PAGE>

                         TABLE OF CONTENTS


TABLE OF TRUST FEES AND EXPENSES:............................3

ANNUAL TRUST OPERATING EXPENSES..............................3

CONDENSED FINANCIAL INFORMATION & SELECTED PER SHARE DATA
AND RATIOS...................................................5

   Financial Highlights......................................5

ABOUT THE TRUST..............................................6

INVESTMENT OBJECTIVE AND POLICIES............................6

SPECIALIZED INVESTMENT TECHNIQUES............................6

   Foreign Securities........................................6

   Option Transactions Involving Portfolio Securities and
   Securities Indices........................................7

   Options on Foreign Currencies.............................7

   Financial Futures and Related Options.....................7

   Lending of Portfolio Securities...........................8

   Repurchase Agreements.....................................8

MANAGEMENT...................................................9

   Trustees..................................................9

   Investment Adviser........................................9

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

   Brokerage................................................10

   Management Discussion of Fund Performance................10

HOW TO PURCHASE SHARES......................................11

DISTRIBUTION OF SHARES......................................11

HOW TO EXCHANGE SECURITIES FOR TRUST SHARES.................12

REDEMPTION AND REPURCHASE OF SHARES.........................13

DETERMINATION OF NET ASSET VALUE............................14

SERVICES FOR SHAREHOLDERS...................................14

   Open Accounts............................................14

   Invest-By-Mail...........................................14

DISTRIBUTIONS...............................................14

TAXES.......................................................15

OTHER INFORMATION...........................................15

   Custodian, Transfer Agent and Dividend-Paying Agent......15

   Capitalization...........................................15

   Shareholder Inquiries....................................16

APPLICATION FORM............................................17


                                  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 eight years ended December 31, 1997 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 two years ended December 31, 1989 was examined by
Arthur Andersen & Co., independent accountants.

                           Financial Highlights

                                   Year Ended December 31,

                   1997 1996  1995  1994  1993  1992  1991  1990  1989  1988
Net Asset Value,  
Beginning of year 26.30 23.05 20.07 20.67 23.40 24.47 21.79 21.75 23.71 25.46
 Investment
  income........  0.59  1.33  (1.17) 3.49  0.05  0.29  0.79  1.63  2.70  1.28
Net investment    
  income (loss).. 0.12  0.41  (0.53) 1.39  0.02  0.12  0.57  1.34  2.32  1.00
Net realized
  and unrealized 
  gain (loss) on
  investments.... 3.30  3.06   4.32 (1.72) (0.47) 1.60 3.10  0.52  1.95 (0.43)
Total From 
 Investment
 OPerations...... 3.42  3.47   3.79 (0.33) (0.45) 1.72 3.67  1.86  4.27  0.57

Distributions
 to shareholders:
From netinvestment
  income (loss)..(0.07)(0.13)(0.19) (0.23) (0.17)(0.31) --  (1.25) (2.17)(0.98)
From net realized
 gains on 
 investments.....(0.79)(0.09)(0.62) (0.04)(2.11)(2.48)(0.99)(0.57)(4.06)(1.34)
Total
 Distributions.. (0.86)(0.22)(0.81) (0.27)(2.28)(2.79)(0.99)(1.82)(6.23)(2.32)
Net increase
 (decrease)in
 net asset value..2.56 3.25  2.98  (0.60) (2.73) (1.07)2.68 0.04 (1.96) (1.75)
Net Asset Value,  
 End of Year....  28.86  26.30  23.05  20.07  20.6 23.40 24.47 21.7 21.75 23.71
Total Return.... 13.04% 15.05% 18.91%(1.58%)(2.97%)7.15% 16.85% 8.56 18.05%2.24%

Ratios/Supplemental
Data
Net Assets, End  
of period(in
Thousands) 13,309 12,353 12,432 7,874 14,512 15,057 22,550 19,652 22,606 36,467
Ratio of expenses
 to average net 
 assets.........  1.15% 1.10%1.11% 1.10% 1.10%1.08% 1.01% 1.07%0.84% 1.03%
Ratio of net
 investment income 
 to avareage net
 assets......... 0.28% 0.49%0.92% 0.73% 0.65%0.73% 2.57% 4.98%5.05% 3.69%
Portfolio 
 turnover....... 0.21  0.21 0.40  0.63  0.84 0.74  0.50  1.00 0.83  2.49
Average commission
 Rate Paid.......0.0400 0.065 0.0400 0.0606 0.056 0.0540 0.0319 0.04 --    --

 Per share data and ratios assuming no
        waiver of advisory fees:
Net investment                                     
 income...........                                   $0.56 $1.26
Ratio of expenses
 to average net                                     
 assets...........                                   1.03% 1.32%  
Ratio of net
 investment income      
 to average net
 assets...........                                   2.55% 4.73% 

  * 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; (4)  there  may  be  less  governmental

                                   9.

<PAGE>

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.

                              10.
<PAGE>

  Financial  futures  contracts  consist 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

                              11.
<PAGE>

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
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
579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612.

  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 Linden  Investment  Advisors,  S.A.,  an
investment  advisory  firm  headquartered  in  Belgium.  He  has  managed  other
portfolios for the Meeschaert  Organization (as hereafter defined) for more than
nineteen 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, 1997,  the Investment
Adviser  received  investment  advisory  fees of $96,272 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.


  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
                         
                              12.
<PAGE>

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, 1997,
expenses borne by the Trust amounted to $148,051, which represented 1.15% 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
      From a low of 82% invested in stocks in March of 1997, the Trust went to a
91% equity  investment  level at the end of the year.  A portion of the  Trust's
investment was sold in Biochem Pharma, Incorporated,  the Canadian biotechnology
company  which  discovered  a  prominent  drug  against  AIDS.  During the third
quarter,  the fund took advantage of the  consolidation in the technology sector
by buying into two leading companies,  Cisco Systems and Parametric  Technology,
which we  consider  to be good long term  investments.  The  Trust's  investment
strategy continued to focus on so called mid-capitalization growth stocks. These
mid-cap stocks  underperformed  the overall U.S. equity indices in 1997, causing
the Trust's performance to trail the performance of the general equity markets.

                                   13.
<PAGE>

  Comparison  of the  Change  in Value of a  $10,000  Investment  in the  Anchor
      Capital Accumulation Trust and the Standard & Poor's 500 Index



  [GRAPHIC OMITTED]

 


                          HOW TO PURCHASE SHARES
  Shares of the Trust may be purchased from Meeschaert & Co., Inc., 579 Pleasant
Street, Suite 4, Paxton,  Massachusetts 01612, 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

                              14.
<PAGE>

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,  1997,  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.


                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
      Attn: Anchor Capital Accumulation Trust
      200 Clarendon Street, 16th Floor, Mail Code ADM 27
      Boston, Massachusetts 02116

  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.


                                   15.
<PAGE>

  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 579 Pleasant  Street,  Suite 4, Paxton,  Massachusetts  01612.  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  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.

                                   16.
<PAGE>


                     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.
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, 579 Pleasant Street,  Suite 4, Paxton,  Massachusetts 01612
(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

                                   17.
<PAGE>

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  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,  200 Clarendon St., 16th Floor,  Mail Code ADM 27,
Boston,  Massachusetts  02116  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,  579 Pleasant  Street,  Suite 4, Paxton,  Massachusetts
01612, 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.

                                   18.
<PAGE>


  Shareholder Inquiries
  For  further  information  about the Trust,  investors  should call (508)
831-1171.   Written   inquiries  should  be  addressed  to  Anchor  Capital
Accumulation  Trust,  579 Pleasant Street,  Suite 4, Paxton,  Massachusetts
01612.


                                   19.
<PAGE>



                      ANCHOR CAPITAL ACCUMULATION TRUST
                                (the "Trust")
                           MEESCHAERT & CO., INC.
                               ("Distributor")
                     APPLICATION AND REGISTRATION FORM1

                             Send Application to
        Meeschaert & Co., Inc., 579 Pleasant Street, Suite 4, Paxton,
                            Massachusetts 01612

                                               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.)


- -----------------------------------------------
1 This Application and Registration  Form is designed for cash purchases of 
  Trust shares. The procedure for exchange of securities for Trust shares
  is described in the Trust Prospectus.

                              20.
<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     Authorized Signature     City          State            Zip
Number                 of Dealer 





                                   21.
<PAGE>



                  ANCHOR CAPITAL ACCUMULATION TRUST

                    579 Pleasant Street, Suite 4
                    Paxton, Massachusetts 01612
                          (508) 831-1171


                 STATEMENT OF ADDITIONAL INFORMATION

                          Dated May 1, 1998




  This Statement of Additional Information supplements the information contained
in the current  Prospectus of Anchor  Capital  Accumulation  Trust (the "Trust")
dated May 1, 1998,  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,  1997.  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.


                                   22.
<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


                                    23.
<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.


                              24.
<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

                                   25.
<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  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

                                   26.
<PAGE>

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.

                              27.
<PAGE>

  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. 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.

                              28.
<PAGE>



             Special Risks of Foreign Currency Options

  In addition to the risks described  above,  there are special risks associated
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

                              29.
<PAGE>

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
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.

                              30.
<PAGE>


       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  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

                              31.
<PAGE>


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 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.

                              32.
<PAGE>


  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 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 579 Pleasant Street, Suite 4, Paxton,  Massachusetts 01612, 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
Newton Centre, MA 02159                          Trust, 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.
                                                 and subsidiaries.

                                   33.
<PAGE>


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



MAURICE A. DONAHUE         Trustee               Director and Professor,
50 Holy Family Road                              Institute for Governmental 
Holyoke, MA 01040                                Services and Walsh-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,
579 Pleasant St., Ste 4    Trustee               Anchor Investment Management
Paxton, MA 01612                                 Corporation; 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; Director, F.L.Putnam
St. Petersburg, FL 33733                         Securities Company, Inc.
                                                 Formerly, President and
                                                 Director, EPB, Inc. and Vice
                                                 President, Burgess & Leith
                                                 Incorporated.

CHRISTOPHER Y. WILLIAMS    Vice President        Vice President and Secretary,
579 Pleasant St., Ste 4    and Asst. Secretary   Anchor Investment Management
Paxton, MA 01612                                 Corporation; Vice President
                                                 and Secretary, Meeschaert & Co.
                                                 Inc.(securities dealer);
                                                 President and Secretary,
                                                 Cardinal Investment Services,
                                                 Inc.

JOSEPH C. WILLIAMS         Vice President        Vice President and Treasurer,
579 Pleasant St., Ste 4    and Asst. Treasurer   Anchor Investment Management
Paxton, MA 01612                                 Corporation; Vice President
                                                 and Treasurer, Meeschaert & Co.
                                                 Inc.(securities dealer); Vice
                                                 President and Treasurer,
                                                 Cardinal Investment Services, 
                                                 Inc.

 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, 1997.

  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.

 The standing audit committee is composed of Messrs. LeMenager and Donahue. The
Trust does not have a nominating or compensation committee.

                              34.
<PAGE>


               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.

                   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 $77,815,
$91,717 and $96,272 for services rendered in 1995, 1996 and 1997,  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,
1997,  has been  extended by a vote of a majority  of the Trust's  disinterested
trustees to November 1998. 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 579 Pleasant Street,
Suite 4, Paxton,  Massachusetts  01612. 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.

                              35.
<PAGE>


  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 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  Linden   Investment   Advisors,   S.A.   67  Avenue
Terlinden,  La  Hulpe,  Belgium  B1310  (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, 1997,  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

                              36.
<PAGE>

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,  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., 579 Pleasant
Street, Suite 4, Paxton,  Massachusetts 01612, 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

                              37.
<PAGE>

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, 1997,  December 31, 1996 and December 31,
1995, the Distributor received no sales commissions.

                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 579 Pleasant Street, Suite 4, Paxton,  Massachusetts 01612. 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.

                              38.
<PAGE>


  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 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.

                                   39.
<PAGE>



                     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  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

                                   40.
<PAGE>

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 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.

                                   41.

<PAGE>



  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 1997, 1996, and 1995,  commissions paid to  broker-dealers by the Trust
were $1,760,  $8,725,  and $11,093,  respectively.  During 1997, 1996, and 1995,
brokerage commissions of $1,760, $8,725, and $8,090, respectively,  were paid by
the Trust to  Meeschaert & Co., Inc. For the year ended  December 31, 1997,  the
percentage  of total  commissions  paid to  Meeschaert  & Co.,  Inc. was 100.0%.
During 1997 the Trust's  purchases and sales of securities,  exclusive of United
States  government  securities  and short-term  notes,  amounted to $776,415 and
$484,139, 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 1997,  1996,  1995, and 1994,  were 4%, 21%,
40%, and 63%, respectively.

                         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,  200 Clarendon Street,  16th
Floor,  Boston,  Massachusetts  02116  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,  579 Pleasant Street, Suite 4, Paxton,
Massachusetts 01612, serves as transfer agent and dividend-paying  agent for the
Trust.

                  Independent Public Accountants

  For the fiscal year ending December 31, 1997, 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, 1997, 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,  579
Pleasant  Street,  Suite 4, Paxton,  Massachusetts  01612,  or by calling Anchor
Investment Management Corporation at (508) 831-1171.


                                       42
<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 31,1997* Statement of Operations for
                the year ended  December 31, 1997*  Statement of Changes in Net
                Assets for the years ended  December 31, 1997 and  December 31,
                1996*  Schedule  of  Investments, December  31,  1997* Notes to
                Financial Statements*

                * Included in  Registrant's  annual report to  shareholders  for
                December  31, 1997 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, 1997.

Exhibit 17. Power of Attorney, dated April 19, 1998 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,  1998, 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         78.84%
                              Wall Street Station
                               New York, NY 10268

       Lazard Freres & Co.       120 Broadway
                              New York, NY  10271      6.86%

 At March 31, 1998,  officers and  Trustees of the  Registrant  as a group owned
less than 1% of the outstanding Common shares.

    



                                       43
<PAGE>



Item 26. Number of Holders of Securities.

       The number of holders of record of  securities  of the  Registrant  as of
       March 31, 1998 is as follows:

              Title of Class:Number of Holders of Record:
               Common Shares             464
               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  400,  Newton  Centre,  Massachusetts  02159;  the  address  of the
       investment  adviser and the transfer  agent and dividend  paying agent is
       579 Pleasant St., Ste 4, Paxton, Massachusetts 01612; and the address of
       the custodian  is  Financial  Product  Services, 200 Clarendon St., 16th
       Floor, Boston, Massachusetts 02116.

Item 31. Management Services.

       Not applicable.

Item 32. Undertakings.

(a)    Not applicable.

(b)    Not applicable.



                                       44
<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.



                                       45
<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 Paxton and the Commonwealth of Massachusetts on the 19th day of April, 1998.

                               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, 1998
David W. C. Putnam


J. STEPHEN PUTNAM     Treasurer (Principle    April 19, 1998
J. Stephen Putnam       Financial Officer)


MAURICE A. DONAHUE    Trustee                 April 19, 1998
Maurice A. Donahue


SPENCER H. LEMENAGER  Secretary and Trustee   April 19, 1998
Spencer H. LeMenager


DAVID Y. WILLIAMS     President and Trustee   April 19, 1998
David Y. Williams


*By: PETER K. BLUME                           April 19, 1998
    Peter K. Blume
    Attorney-in-Fact


                                       46
<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. 47                           /x/

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

      Amendment No. 25                                          /x/

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

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

                              EXHIBITS






                                       47
<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.49   Consent of Independent Public Accountants.

         (12)  p.50   Trust's Annual Report to Shareholders, December 31,
                      1997.

         (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.63   Power of Attorney, dated April 19, 1998 and Certified
                      Resolution.

         (27)  p.65   Financial Data Schedule.
    



                                       48
<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 14, 1998,
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 26, 1998


                                       49



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



                              ANCHOR
                             CAPITAL
                           ACCUMULATION
                              TRUST






                          ANNUAL REPORT
                        DECEMBER 31, 1997





                              50.


<PAGE>


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



Comparison of the Change in Value of a $10,000 Investment in the Anchor Capital
         Accumulation Trust and the Standard & Poor's 500 Index



[GRAPHIC OMITTED]





<PAGE>


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


               STATEMENT OF ASSETS AND LIABILITIES
                        DECEMBER 31, 1997

Assets:
Investments at quoted market value (cost $7,671,402 ;
 see Schedule of Investments, Notes 1, 2, & 5).......   $12,874,982
Cash ................................................       456,225
Dividends and interest receivable....................         8,213
Other assets.........................................         1,769
                                                        -----------
    Total assets.....................................    13,341,189
                                                        -----------

Liabilities:
Accrued expenses and other liabilities (Note 3 ).....        31,501
                                                        -----------
    Total liabilities................................        31,501
                                                        -----------

Net Assets:
Capital stock (unlimited shares authorized at $1.00 par
 value, amount paid in on 461,251 shares outstanding)
 (Note 1)............................................     7,446,645
Accumulated undistributed net investment income
 (Note 1)............................................     1,029,940
Accumulated realized loss from security transactions,   
net (Note 1).........................................     (370,477)
Net unrealized appreciation in value of investments     
(Note 2).............................................     5,203,580
                                                         ----------
    Net assets (equivalent to $28.86 per share, based
    on 461,251 capital shares outstanding)............. $13,309,688
                                                        ===========



<PAGE>



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


                     STATEMENT OF OPERATIONS
                        DECEMBER 31, 1997

Income:
 Dividends...........................................   $ 99,319
 Interest............................................     79,221
                                                        -----------
    Total income.....................................    178,540
                                                        -----------

Expenses:
 Management fees, net (Note 3).......................     96,272
 Pricing and bookkeeping fees (Note 4)...............     18,500
 Legal fees..........................................      8,800
 Audit and accounting fees...........................      6,700
 Custodian fees......................................      6,099
 Trustees' fees and expenses.........................      3,000
 Transfer fees (Note 4)..............................      3,000
 Other expenses......................................      5,680
                                                        -----------
    Total expenses...................................    148,051
         Fees paid indirectly (Note 4)...............     (6,099)
                                                        -----------
         Net expenses................................    141,952
                                                        -----------

Net investment income................................     36,588
                                                        -----------

Realized and unrealized gain on investments:
  Realized gain on investments-net...................      352,026
  Increase in net unrealized appreciation in investments 1,178,668
                                                         -----------
    Net gain on investments..........................    1,530,694
                                                         ===========

Net increase in net assets resulting from operations.   $1,567,282
                                                        ===========

<PAGE>




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


               STATEMENTS OF CHANGES IN NET ASSETS


                                            Year Ended   Year Ended
                                           December 31, December 31,
                                               1997         1996
                                          ----------------------------
From operations:
 Net investment income................... $   36,588    $  59,527

 Realized gain on investments, net.......    352,026      302,080
 Increase in net unrealized
  appreciation in investments............  1,178,668    1,322,968
                                          -----------  -----------
    Net increase in net assets resulting
     from operations.....................  1,567,282    1,684,575
                                          ------------  -----------
Distributions to shareholders:
  From net investment income
     ($0.07 per share in 1997 and $0.13     
per share in 1996).......................   (33,607)     (59,676)
 From net realized gain on investments
    ($0.79 per share in 1997 and $0.09     
    per share in 1996)...................   (352,026)    (42,766)
                                          ------------  -----------
    Total distributions to shareholders..  (385,633)    (102,442)
                                          ------------  -----------
                                         
From capital share transactions:
                        Number of Shares
                         1997      1996
                       --------- ---------
 Proceeds from sale of
  shares..............   6,019    14,010     174,800      337,104
 Shares issued to
share-
  holders in                                
distributions           
  reinvested..........   13,364     3,844    381,819      101,117
 Cost of shares        
redeemed..............  (27,835)  (87,492)  (781,896)    (2,099,429)
                       ---------  --------  ---------   ------------
 Decrease in net
  assets resulting
from capital           
  share transactions.. (8,452)   (69,638)  (225,277)    (1,661,208)
                       ========= ========= ----------   -----------

Net increase (decrease) in net assets....     956,372     (79,075)
Net assets:
  Beginning of period....................  12,353,316   12,432,391
                                          ============= ============
  End of period (including undistributed
   net investment income of $1,029,940 and
      $1,026,944, respectively).......... $13,309,688   $12,353,316 
                                          ============= ============

<PAGE>


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


                SELECTED  PER SHARE  DATA AND  RATIOS
         (for a share  outstanding throughout each period)


                                 Year Ended December 31,
                        1997      1996     1995     1994     1993
                      -----------------------------------------------

Investment income.... $  0.59  $  1.33   $ (1.17) $  3.49  $  0.05
                                           
Expenses, net........    0.47     0.92     (0.64)    2.10     0.03
                      ----------------------------------------------
Net investment income    
(loss)...............    0.12     0.41     (0.53)    1.39     0.02
Net realized and
unrealized               
 gain (loss) on
investments..........    3.30     3.06      4.32    (1.72)   (0.47)
Distributions to
shareholders:
  From net investment
  income.............  (0.07)   (0.13)    (0.19)    (0.23)   (0.17)
  From net realized
gain                   (0.79)   (0.09)    (0.62)    (0.04)   (2.11)
  on investments..... ----------------------------------------------
Net increase
(decrease)            
 in net asset value..    2.56     3.25      2.98    (0.60)   (2.73)
Net asset value:
 Beginning of period.   26.30    23.05     20.07    20.67    23.40
                      ==============================================
 End of period.......  $28.86   $26.30    $23.05   $20.07   $20.67
                      ==============================================
Ratio of expenses to
 average net assets..    1.15%    1.10%     1.11%    1.10%    1.10%
Ratio of net
investment in-           0.28%    0.49%     0.92%    0.73%    0.65%
 come to average net
assets...............
Portfolio turnover...    0.04     0.21      0.40     0.63     0.84
Average commission       
rate paid............    0.0800   0.0650    0.0400   0.0606   0.0566
Number of shares out-
 standing at end of   
 period...............  461,251   469,703  539,341  392,246  702,040

<PAGE>


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


                     SCHEDULE OF INVESTMENTS
                        DECEMBER 31, 1997

                                                           Value
 Quantity                                                (Note 1)
COMMON STOCKS -- 91.53%
         Advertising Industry -- 3.37%
   9,000 Interpublic Group Of Companies Incorporated.... $448,875
                                                         ----------

         Canadian Energy Industry -- 5.73%
  15,000 Renaissance Energy Limited.....................  307,650
  15,000 Talisman Energy Incorporated...................  455,100
                                                         ----------
                                                          762,750
                                                         ----------
         Chemical (Diversified) Industry -- 3.87%
  25,000 Pall Corporation...............................  515,618
                                                         ----------

         Coal/Alternate Energy Industry -- 3.29%
  15,000 Calenergy Company Incorporated.................  437,820
                                                         ----------

         Computer & Peripherals Industry -- 6.94%
   7,500 Cisco Systems Incorporated.....................  425,160
   8,000 Hewlett Packard Company........................  498,000
                                                         ----------
                                                          923,160
                                                         ----------
         Computer Software & Services Industry -- 2.81%
   8,000 Parametric Technology Corporation..............  374,000
                                                         ----------

         Diversified Companies Industry -- 4.44%
  16,000 Service Corporation International..............  591,008
                                                         ----------

         Drug Industry -- 6.86%
  11,000 Amgen Incorporated.............................  583,693
  16,000 Biochem Pharma Incorporated....................  330,000
                                                         ----------
                                                          913,693
                                                         ----------
         Electrical Equipment Industry -- 5.09%
  12,000 Emerson Electric Company.......................  677,256
                                                         ----------

         Food Processing Industry -- 6.78%
  11,500 J.M. Smucker Class A...........................  271,687
   9,936 Tootsie Roll Industries Incorporated...........  630,962
                                                         ----------
                                                          902,649
                                                         ----------
         Food Wholesalers Industry -- 2.70%
   8,000 Sysco Corporation..............................  359,504
                                                         ----------

<PAGE>




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


                     SCHEDULE OF INVESTMENTS
                        DECEMBER 31, 1997

                            (Continued)
                                                          Value
 Quantity                                                (Note 1)

         Industrial Services Industry -- 5.34%
  20,000 Equifax Incorporated...........................  710,000
                                                         ----------

         Insurance (Diversified) Industry -- 8.08%
   9,000 American International Group Incorporated......  979,875
   2,000 Choicepoint, Incorprated ......................   96,000
                                                         ----------
                                                         1,075,875
                                                         ----------
         Insurance (Life) Industry -- 5.89%
  15,375 Aflac Incorporated.............................  784,125
                                                         ----------

         Medical Supplies Industry -- 13.71%
  12,000 Abbott Laboratories............................  804,000
  12,000 Fresenius Medical Care Incorporated............  260,256
  20,000 Stryker Corporation............................  760,000
                                                         ----------
                                                         1,824,256
                                                         ----------
         Office Equipment & Supplies Industry -- 2.97%
  10,000 Wallace Computer Services Incorporated.........  395,000
                                                         ----------

         Oilfield Services/Equipment Industry -- 3.66%
   6,000 Schlumberger Limited...........................  487,128
                                                         ----------

         Total common stocks (cost $6,979,137).......... 12,182,717
                                                         ----------
U.S. TREASURY BILLS -- 5.20%..
$700,000 Treasury Bill, 5.10% yield, maturing 3/19/98     692,265
         (at cost)......................................
                                                         ----------
         Total investments (cost $7,671,402)............ 12,874,982
                                                         ----------

CASH & OTHER ASSETS, LESS LIABILITIES -- 3.27%..........  434,706
                                                         ----------

         Total Net Assets............................... $13,309,688
                                                         ==========

<PAGE>



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


                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997


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. Options are valued in the same manner.  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. Income
    and capital gains  distributions  are determined in accordance  with federal
    tax  regulations  and may differ from those  determined in  accordance  with
    generally accepted  accounting  principles.  To the extent these differences
    are permanent,  such amounts are  reclassified  within the capital  accounts
    based on their federal tax basis  treatment;  temporary  differences  do not
    require such reclassification.
   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, 1997,  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  $5,368,299.  Aggregate  gross
   unrealized  depreciation  in  investments in which there was an excess of tax
   cost  over  market  value  was  $164,719.  Net  unrealized   appreciation  in
   investments at December 31, 1997 was $5,203,580.



<PAGE>



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


                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

                           (Continued)

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, 1997,  investment  advisory fees of $8,922
   were due and 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.
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, 1997 were $3,000.
   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 $1,760 in brokerage  commissions during the year ended
   December 31, 1997. Fees earned by Anchor  Investment  Management  Corporation
   for expenses related to daily pricing of the Trust shares and for bookkeeping
   services  for the year ended  December  31, 1997 were  $18,500.  For the year
   ended December 31, 1997 the total expense increase, as shown in the statement
   of operations,  is $6,099 as a result of an expense offset  arrangement  with
   its custodian,  Investors Bank & Trust Company. The Trust could have invested
   the assets used by the custodian in an income  producing  asset if it had not
   agreed to a  reduction  in fees  under the  expense  offset  arrangement.  In
   addition,  the expense  ratios in the  Selected Per Share Data and Ratios are
   based on the total expenses,  which include amounts that would have been paid
   in lieu of an expense offset arrangement
5. Purchases and sales:
   Aggregate  cost of purchases  and the proceeds  from sales and  maturities on
   investments for the year ended December 31, 1997 were:
    Cost of securities acquired:
      U.S. Government and investments backed by    
    such securities...........................    $  6,290,958
      Other investments.......................         776,415
                                                  =============
                                                  $  7,067,373
                                                  =============
    Proceeds from sales and maturities:
      U.S. Government and investments backed by    
      such securities...........................  $  7,078,297
      Other investments.......................         484,139
                                                  =============
                                                  $  7,562,436
                                                  =============






<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,  1997,  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, 1997 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,  1997,  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 14, 1998.

<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
     579 Pleasant St., Suite 4, Paxton, Massachusetts 01612
                         (508) 831-1171

                           DISTRIBUTOR
                     Meeschaert & Co., Inc.
     579 Pleasant St., Suite 4, Paxton, Massachusetts 01612

                            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




This report is not authorized for  distribution to prospective  investors in the
Trust unless preceded or accompanied by an effective  prospectus  which includes
information concerning the Trust's record or other pertinent information.




                                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, 1998


J. STEPHEN PUTNAM
J. Stephen Putnam          Treasurer (Principle         April 19, 1998
                           Financial Officer)


SPENCER H. LEMENAGER
Spencer H. LeMenager       Secretary and Trustee        April 19, 1998


MAURICE A.DONAHUE
Maurice A. Donahue         Trustee                      April 19, 1998


DAVID Y. WILLIAMS
David Y. Williams          President and Trustee        April 19, 1998


* 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.



                                       

                                       63
<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 19,1998.



                               CHRISTOPHER Y. WILLIAMS
                               Christopher Y. Williams



                                       64



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, 1997  ANNUAL  REPORT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNUAL REPORT.



                  Item        Item Description
                   Number
                                                        1997
                    3(a)   Net asset value:
                             Beginning of year          $26.30
                    3(a)   Net investment income         
                           (loss)...........             0.12
                    3(a)   Net realized and
                           unrealized gain             
                           (loss) on investments...      3.30
                    3(a)   Distributions to
                           shareholders:
                    3(a)    From net
                            investment income           
                            (loss)...........           (0.07)   
                    3(a)    From net realized
                            gains on investments ....   (0.79)
                                                        ------
                    3(a)   Net asset value:
                             End of year....            $28.86
                                                        ======
                    3(a)   Ratio of expenses to
                           average net                  
                           assets...........            1.15% 








                                       65




</TABLE>


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