CASH INCOME TRUST
N-30D, 1995-08-29
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<PAGE>   1
                        THE TRAVELERS VARIABLE PRODUCTS
                                  MUTUAL FUNDS


                              SEMI-ANNUAL REPORTS


                              MANAGED ASSETS TRUST
                             HIGH YIELD BOND TRUST
                           CAPITAL APPRECIATION FUND
                               CASH INCOME TRUST
                          THE TRAVELERS SERIES TRUST:
                      U.S. GOVERNMENT SECURITIES PORTFOLIO
                        SOCIAL AWARENESS STOCK PORTFOLIO
                              UTILITIES PORTFOLIO


                                 JUNE 30, 1995



                          [TRAVELERS INSURANCE LOGO]

                        THE TRAVELERS INSURANCE COMPANY
                                ONE TOWER SQUARE
                          HARTFORD, CONNECTICUT 06183

<PAGE>   2
[TIMCO LOGO]         The Travelers Investment Management Company ("TIMCO")
                     provides management and advisory services for the Capital
                     Appreciation Fund. Additionally, TIMCO is a sub-adviser 
                     for Managed Assets Trust.

[TAMIC LOGO]         Travelers Asset Management International Corporation
                     ("TAMIC") provides fixed income management and advisory 
                     services for the following Travelers Variable Products 
                     Mutual Funds contained in this report: U.S. Government 
                     Securities Portfolio, High Yield Bond Trust, Managed Assets
                     Trust and Cash Income Trust.

[JANUS CAPITAL       Janus Capital Corporation ("Janus") is the sub-adviser for
CORPORATION LOGO]    Capital Appreciation Fund. As sub-adviser, Janus is
                     responsible for the daily management of Capital 
                     Appreciation Fund.

[SMITH BARNEY LOGO]  A division of Smith Barney Mutual Funds Management Inc.,
                     Greenwich Street Advisors provides management and advisory
                     services for the following Travelers Variable Products
                     Mutual Funds contained in this report: Social Awareness
                     Stock Portfolio and Utilities Portfolio.
<PAGE>   3


THE TRAVELERS VARIABLE PRODUCTS MUTUAL FUNDS
INVESTMENT ADVISORY COMMENTARY AS OF JUNE 30, 1995




ECONOMIC REVIEW AND OUTLOOK

While the economy has slowed more than we expected at the beginning of the
year, the magnitude and duration of this slow down is still unclear.  The
slowing that has occurred already has enabled the ten-year U.S. Treasury Bond
rate to decrease 1.5% this year.  Because of this at least some of the
stimulative effect of the Federal Reserve Board ("Fed") reducing rates has been
set in motion already.  A reduction of the Federal funds rate, (a sensitive
indicator of the direction of interest rates), to a 5.50% or perhaps 5.00%
level is possible but may not add much more to economic growth since a decrease
in rates has already been priced into the bond market.  The question remains
how weak is the economy and how long will the weakness persist.  We lean
towards the scenario of a modest slowdown, much like the modest recovery, with
growth resuming by the end of this year.  The decline in interest rates that
has already occurred along with the improved export competitiveness brought on
by the weak dollar should help growth to pick up.  In addition, last year's
strong growth did not bring on typical late cycle excesses (business borrowings
for leverage or new plants, excessive inventory buildups, or significant wage
pressure increases).  Therefore, we think this is a mid-cycle growth slowdown
in a longer recovery and the second half of the recovery will see more
confidence build up and allow some of the previous excesses to reappear.
Capacity utilization and unemployment have not yet fallen that far below the
historic inflation triggers that they reached last year, so that if growth
picks up by late this year or in the first half of next year, the Fed will have
to resume their bias towards tightening.  This view implies rising short-term
and intermediate-term rates next year with the yield curve flattening assuming
the market stays comfortable with the Fed's anti-inflation resolve.

On the bullish side, the market has rallied so strongly because there is a
significant risk that 1994's growth was an aberration in a longer term
disinflationary cycle.  With diminished consumer spending, the decline in
interest rates may have only a minor impact on consumer behavior.  Foreign
economies may weaken in tandem with the United States, reducing the impact of
the weakness in the dollar to boost our exports.  The global trend towards
tight fiscal and monetary policy continues.  The U.S. budget cuts that are
currently being considered may cut 0.5% from 1996's growth rate in addition to
allowing the bond market to lower long-term inflation expectations.  If numbers
continue to come in weak and the economy does not respond to the reduction in
bond rates seen so far, the Fed will get much more aggressive about cutting
rates.  If this happens, the Fed funds rate could be in the 4-5% range by early
next year with the yield curve steepening as the long end lags the decline.

Because of the uncertainty that exists right now, we are vigilantly
watching key economic variables to give us a clue as to which view is
right.  First, consumer spending on housing and autos should pick up
if the decline in interest rates is of any value in boosting the
economy.  Numbers released in late June and early July have started to
show some pick up.  Second, we have been concerned about the sharp
drop-off in growth in Europe and what looks like another recession in
Japan.  We will be monitoring developments overseas closely to see
what impact they will have on the United States.  Argentina and Mexico
are not completely out of the woods as their economies will be going
through a high stress period in the second half of the year.  We think
they will make it through, but there remains a significant risk of
more problems developing that could hurt all emerging economies as
they did at the turn of this year.  Finally, we will be watching the
behavior of the stock market.  It has not shown signs of recession yet
and has been boosted by technology stocks which have been the major
beneficiaries of the strong growth in the investment sector of the
economy.  To date, this has supported our view of a modest slowdown
but we will be watching this closely for any changes.



                                     -1-
<PAGE>   4

FIXED-INCOME MARKET COMMENTARY

After a negative year in 1994, the bond market bounced back during the
first half of the year as represented by the Lehman
Government/Corporate Bond Index, a broad based bond market index. This
index was up 11.8% for the six months ending June 30, 1995, following
a loss of 3.5% in 1994.  The month of May had the most impressive
performance, as payroll employment figures turned negative in April
and May, the first back-to-back reduction for non-farm payroll numbers
since January of 1992.  The month of May was the best month in the
bond market since February 1986.  Market expectations shifted from
expecting continued Fed tightening at the beginning of the year to
expectations of the Fed reducing interest rates.  By the end of June,
the market had already anticipated a Fed rate cut of .5% to .75 % by
year end.  Numerous economists are expecting second quarter gross
domestic product to come in close to zero, with growth forecasts for
the rest of the year not much better.  Inflation still seems to be
relatively well contained, with our expectations of year-over-year
Consumer Price Index ("CPI"), a broad based indicator of inflation, to
remain in the 3.0-3.5% range.

Within the U.S. bond market, the tax exempt bond market sector was by
far the worst-performing sector as it was hurt with concerns about the
flat tax in April and then individual investors suffered "sticker
shock" at the low yields implied by the U.S. Treasury bond market
rally in May.  Corporate and asset-backed securities outperformed U.S.
Treasuries while mortgage-backed securities lagged due to the sharp
decline in interest rates.  The high yield market also lagged,
particularly the B quality sector whose spreads widened in May and
June.  The yield curve steepened with the two-year to thirty-year
spread widening to 82 basis points from 18 at the beginning of the
year.

Until we develop more conviction about when economic growth is
bottoming, we are staying close to our duration targets.  We have been
balancing a slightly long duration position with an underweighting on
the one- to three-year maturity range.  The two-year U.S. Treasury
Bond has had a tremendous rally this year due to the shift in
expectations about Fed tightening.  When the economy bottoms and
expectation for further rate cuts are dampened, we think the two year
will perform poorly.

In terms of sector strategy, the areas of the corporate bond market
that tend to be more recession proof are being favored in asset
selection.  Relative spreads in the investment grade corporate market
are not compensating you for any recession risk.  We are using the
recent corporate spread widening to selectively buy media, utility,
and consumer product names that should still show solid earnings in
the event of a slowdown.  In the mortgage backed market, the recent
increase in volatility and the decline in rates has caused this sector
to widen.  We are selectively looking for well structured securities
to add as corporate proxies, as well as sufficiently seasoned high
coupon collateral as cushion paper that should provide incremental
return.  We remain cautious on the municipal market because pressure
from flat tax concerns will put a lid on the sector's relative
performance.



                                     -2-
<PAGE>   5

EQUITY MARKET COMMENTARY

Lower interest rates and better than expected corporate profits
propelled broad stock market averages to a series of new highs during
the first half of 1995.  Including dividends, the S&P 500 Stock Index
recorded a gain of 20.2% over the six-month period ended June 30,
1995.  Small cap stocks continued to lag somewhat, with the Russell
2000 up 14.4% through the same period.

Technology stocks led the market during this record-setting advance.
The technology sector rose in market value by 40%, driven by
unprecedented levels of business spending for semiconductors, computer
systems and telecommunications equipment.  When evidence of a rapid
slowdown in economic growth surfaced in May, bond yields fell sharply;
and the yield curve steepened in anticipation of Fed's easing of
interest rates.  Stocks in the financial sector rallied strongly,
paced by money center banks, mortgage lenders and brokerage firms.
Lower interest rates also benefited economically sensitive groups such
as home-builders and stocks in the materials sector, including paper,
forest products, chemicals and containers.

Reflecting a lackluster retail environment, consumer oriented groups such as
food, apparel and household products lagged the overall market.  The weakness
in the consumer sector culminated in a late June sell-off of consumer
cyclicals, following a series of preannounced earnings disappointments for the
second quarter.  The weaker-than-expected earnings were attributed to soft
consumer demand and margin pressure created by higher materials prices.
Consequently, earnings estimates in the consumer durables area have plunged 10%
in the past month.

The surprise in the first half was the strength of reported earnings,
despite low income growth, sluggish consumer spending and tight
monetary policy.  Actual earnings in the fourth quarter of 1994 and
the first quarter of 1995 dramatically exceeded expectations.
Earnings estimates continue to rise, especially in the technology,
commodities and energy sectors.  Concerns remain, however, that
earnings disappointments lie ahead as an inevitable fallout of slowing
economic growth.  Although capital spending has been the key driver of
this business expansion, it is reasonable to ask whether the
industrial sector can continue a high rate of investment spending in
the face of falling final demand?   On the plus side, the recent Fed
decision to cut interest rates has given the financial markets
confidence.   Since the odds favor continued easing by the Fed over
the next year, lower interest rates should provide ongoing support to
equity price to earnings ratios.   In addition, the accelerated pace
of merger and acquisition activity seen recently in the technology,
health care and financial sectors seems likely to continue, and
provide an upward bias to stock prices.



                                     -3-
<PAGE>   6

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
- --------------------------------------------------------
<S>                                                  <C>
MANAGED ASSETS TRUST  . . . . . . . . . . . . . . .   5

HIGH YIELD BOND TRUST . . . . . . . . . . . . . . .  17

CAPITAL APPRECIATION FUND . . . . . . . . . . . . .  26

CASH INCOME TRUST . . . . . . . . . . . . . . . . .  35


THE TRAVELERS SERIES TRUST:                  

U.S. GOVERNMENT SECURITIES PORTFOLIO  . . . . . . .  43

SOCIAL AWARENESS STOCK  PORTFOLIO . . . . . . . . .  48

UTILITIES PORTFOLIO . . . . . . . . . . . . . . . .  54
</TABLE>                                     


                                     -4-
<PAGE>   7

                              MANAGED ASSETS TRUST

The bond market rebounded in the first half of 1995 with the Lehman
Government/Corporate Bond Index up 11.8% for the six months ending
June 30, 1995, following a loss of 3.5% in 1994.  By the end of June,
the market had already anticipated a Federal Reserve Board ("Fed")
rate cut of .50% to .75% by year end, as implied by the front month
eurodollar and Fed Funds contracts.  Stocks benefited tremendously
from the rally in the bond market.  The equity rally became more
broadly based in the second quarter as the Russell 2000 Index was
within one percent of the Standard & Poors 500 Stock Index ("S&P
500")'s return after having registered only half the S&P 500's gain in
the first quarter.  In addition to the decline in interest rates,
stocks were boosted by continued strength and exceptional profit
growth.

The Managed Assets Trust portfolio slightly underperformed its
benchmark (60% S&P 500, 40% Lehman Government/Corporate Bond Index.)
The portfolio's return versus the  benchmark was hurt by its
underweighting in stocks.  It was helped by the equity portion of the
portfolio outperforming the S&P 500 and strong performance from the
convertible holdings.  The bond portion of the portfolio outperformed
the benchmark due to strong performance from some of the convertible
holdings (particularly Delta Airlines) and from being long in its
duration target through May.

While the economy has slowed more than we expected at the beginning of
the year, the magnitude and duration of this slow down are still
unclear.  We lean towards the scenario of a modest slowdown, much like
the modest recovery, with growth resuming by the end of this year.
The decline in interest rates that has already occurred, along with
the improved export competitiveness brought on by the weak dollar,
should help growth to pick up.  In addition, last year's strong growth
did not bring on typical late cycle excesses (business borrowings for
leverage or new plants, excessive inventory buildups, or significant
wage pressure increases).  Therefore, we think this is a mid-cycle
growth slowdown in a longer recovery and the second half of the
recovery will see more confidence build up and allow some of the
previous excesses to reappear.

Until we develop more conviction about when economic growth is
bottoming, we are staying close to our duration targets in the fixed
income portfolios.  We have been balancing a slightly long duration
position with an underweighting on the one- to three-year maturity
range.  The two-year U.S. Treasury Bond has had a tremendous rally
this year due to the shift in expectations about Fed tightening of
interest rates.  When the economy bottoms and expectation for further
rate cuts are dampened, we think the two year will perform poorly.  In
terms of sector strategy, the areas of the corporate bond market that
tend to be more recession proof are being favored in asset selection.
Relative spreads in the investment grade corporate market are not
compensating you for any recession risk.  In the mortgage bond market,
the recent increase in volatility and the decline in rates has caused
this sector to widen.  We have been adding positions in pass throughs,
particularly in the premium area.

U.S. stocks have benefited by continued surprisingly strong earnings
and resurgence of merger activity.  Companies cut employment rapidly
this year when consumer demand weakened demonstrating their much
tighter control over expenses.  In addition, U.S. companies should
continue to benefit from the dollar's depreciation against the yen and
deutschemark.  Equity market pricing remains in the fair value range.
Annualized returns of around 10% are still reasonable, with either
lower bond yields or more positive earnings surprises necessary to
push returns higher.  We are slightly underweighted in equities with
exposure being added in convertibles whose valuations have not fully
benefited from the decline in interest rates that has occurred so far
this year.



                                     -5-
<PAGE>   8

                              MANAGED ASSETS TRUST
                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995


<TABLE>
<S>                                                                                                 <C>
ASSETS:
     Investment securities, at market value (identified cost $141,087,922)  . . . . .               $157,197,913
     Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    158,757
     Receivables:
        Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    190,549
        Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    856,063
        Investment securities sold  . . . . . . . . . . . . . . . . . . . . . . . . .                  4,637,409
        Variation on futures margin . . . . . . . . . . . . . . . . . . . . . . . . .                     40,863
                                                                                                    ------------
           Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                163,081,554
                                                                                                    ------------

LIABILITIES: 
     Payables:
        Investment securities purchased . . . . . . . . . . . . . . . . . . . . . . .                  7,431,078
        Investment management and advisory fees . . . . . . . . . . . . . . . . . . .                      8,575
     Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     38,956
                                                                                                    ------------
        Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  7,478,609
                                                                                                    ------------

NET ASSETS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $155,602,945
                                                                                                    ============

NET ASSETS REPRESENTED BY:
     Paid-in capital  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $136,190,216
     Undistributed net investment income  . . . . . . . . . . . . . . . . . . . . . .                  2,805,215
     Accumulated net realized gains (losses) on investment security transactions  . .                    497,523
     Net unrealized appreciation on investment securities . . . . . . . . . . . . . .                 16,109,991
                                                                                                    ------------

        Total net assets (applicable to 11,046,123 shares outstanding at
          $14.08 per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $155,602,945
                                                                                                    ============
</TABLE>

                       See Notes to Financial Statements




                                     -6-
<PAGE>   9


                              MANAGED ASSETS TRUST
                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995

<TABLE>
<S>                                                                              <C>                 <C>
INVESTMENT INCOME:
     Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . .            $1,193,512
     Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2,049,105
                                                                                 ----------
        Total income  . . . . . . . . . . . . . . . . . . . . . . . .                                 $3,242,617

EXPENSES:
     Investment management and advisory fees  . . . . . . . . . . . .               364,807
     Accounting and audit fees  . . . . . . . . . . . . . . . . . . .                50,280
     Custodian fees . . . . . . . . . . . . . . . . . . . . . . . . .                 9,342
     Printing and postage . . . . . . . . . . . . . . . . . . . . . .                 9,881
     Trustees' fees . . . . . . . . . . . . . . . . . . . . . . . . .                 2,212
     Registration fees  . . . . . . . . . . . . . . . . . . . . . . .                   880
                                                                                 ----------

        Total expenses  . . . . . . . . . . . . . . . . . . . . . . .                                    437,402
                                                                                                     -----------
            Net investment income . . . . . . . . . . . . . . . . . .                                  2,805,215
                                                                                                     -----------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN (LOSS) ON
     INVESTMENT SECURITIES:
     Realized gain from investment security transactions:
        Proceeds from investment securities sold  . . . . . . . . . .            64,124,281
        Cost of investment securities sold  . . . . . . . . . . . . .            63,110,343
                                                                                 ----------
           Net realized gain  . . . . . . . . . . . . . . . . . . . .                                  1,013,938

     Change in unrealized gain (loss) on investment securities: . . .
        Unrealized loss at December 31, 1994  . . . . . . . . . . . .            (1,295,855)
        Unrealized gain at June 30, 1995  . . . . . . . . . . . . . .            16,109,991
                                                                                 ----------
        Net change in unrealized gain (loss) for the period . . . . .                                 17,405,846
                                                                                                     -----------
           Net realized gain and change in unrealized gain (loss) . .                                 18,419,784
                                                                                                     -----------
     Net increase in net assets resulting from operations . . . . . .                                $21,224,999
                                                                                                     ===========
</TABLE>

                       See Notes to Financial Statements





                                     -7-
<PAGE>   10

                              MANAGED ASSETS TRUST
                       STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                           
                                                                                 SIX MONTHS                         
                                                                                   ENDED              YEAR ENDED    
                                                                                  JUNE 30,           DECEMBER 31,   
                                                                                    1995                 1994       
                                                                                    ----                 ----
                                                                                (UNAUDITED) 
<S>                                                                            <C>                  <C>
OPERATIONS:
     Net investment income  . . . . . . . . . . . . . . . . . . . . .          $  2,805,215         $  5,313,706
     Net realized gain from investment security transactions  . . . .             1,013,938            1,907,694
     Net change in unrealized gain (loss) on investment securities  .            17,405,846          (10,603,386)
                                                                               ------------         ------------
        Net increase (decrease) in net assets resulting from operations          21,224,999           (3,381,986)
                                                                               ------------         ------------

DISTRIBUTION TO SHAREHOLDERS FROM:
     Net investment income and net short-term realized gains from
        investment security transactions  . . . . . . . . . . . . . .            (5,441,569)          (7,278,778)
     Net long-term realized gains from
        investment security transactions  . . . . . . . . . . . . . .            (1,783,880)          (4,589,354)
                                                                               ------------         ------------
           Total distribution to shareholders . . . . . . . . . . . .            (7,225,449)         (11,868,132)
                                                                               ------------         ------------

CAPITAL SHARE TRANSACTIONS:
     Proceeds from shares sold  . . . . . . . . . . . . . . . . . . .             1,404,370            4,758,206
     Dividend reinvestment  . . . . . . . . . . . . . . . . . . . . .             7,225,449           11,868,132
     Payments for shares redeemed . . . . . . . . . . . . . . . . . .            (7,913,332)         (17,256,475)
                                                                               ------------         ------------

        Net increase (decrease) in net assets resulting from
           capital share transactions . . . . . . . . . . . . . . . .               716,487             (630,137)
                                                                               ------------         ------------

        Net increase (decrease) in net assets . . . . . . . . . . . .            14,716,037          (15,880,255)

NET ASSETS:
     Beginning of period  . . . . . . . . . . . . . . . . . . . . . .           140,886,908          156,767,163
                                                                               ------------         ------------
     End of period (including undistributed net investment income as follows:
        June, 1995 $2,805,215 and December, 1994 $5,313,706)  . . . .          $155,602,945         $140,886,908
                                                                               ============         ============
</TABLE>



                      See Notes to Financial Statements

                                     -8-
<PAGE>   11


                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.  SIGNIFICANT ACCOUNTING POLICIES

Managed Assets Trust ("Fund MA") is a Massachusetts business trust
registered under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company.  Shares of Fund
MA are currently offered, without a sales charge, to separate accounts
of The Travelers Insurance Company ("The Travelers"), an indirect
wholly owned subsidiary of Travelers Group Inc., in connection with
the issuance of certain variable annuity and variable life insurance
contracts.

The following is a summary of significant accounting policies
consistently followed by Fund MA in the preparation of its financial
statements.

SECURITY VALUATION.  Investments in securities traded on a national
securities exchange are valued at the last-reported sale price as of
the close of business of the New York Stock Exchange on the last
business day of the period; securities traded on the over-the-counter
market and listed securities with no reported sales are valued at the
mean between the last-reported bid and asked prices or on the basis of
quotations received from a reputable broker or other recognized
source.

When market quotations are not considered to be readily available for long-term
corporate bonds and notes, such investments are generally stated at fair value
on the basis of valuations furnished by a pricing service.  These valuations
are determined for normal institutional-size trading units of such securities
using methods based on market transactions for comparable securities and
various relationships between securities which are generally recognized by
institutional traders.  Securities, including restricted securities, for which
pricing services are not readily available are valued by management at prices
which it deems in good faith to be fair.

Short-term investments for which a quoted market price is available
are valued at market.  Short-term investments for which there is no
reliable quoted market price are valued by computing a market value
based upon quotations from dealers or issuers for securities of a
similar type, quality and maturity.

FUTURES CONTRACTS.  Fund MA may use stock index futures contracts, and
may also use interest rate futures contracts, as a substitute for the
purchase or sale of individual securities.  When Fund MA enters into a
futures contract, it agrees to buy or sell a specified index of stocks
or debt securities at a future time for a fixed price, unless the
contract is closed prior to expiration.  Fund MA is obligated to
deposit with a broker an "initial margin" equivalent to a percentage
of the face, or notional value of the contract.

It is Fund MA's practice to hold cash and cash equivalents (including
short-term investments) in an amount at least equal to the notional
value of outstanding purchased futures contracts, less the initial
margin.  Generally, futures contracts are closed prior to expiration.

Futures contracts purchased by Fund MA are priced and settled daily;
accordingly, changes in daily prices are recorded as realized gains or
losses and no asset is recorded in the Statement of Investments.
However, when Fund MA holds open futures contracts, it assumes a
market risk generally equivalent to the underlying market risk of
changes in the value of the specified indexes or debt securities
associated with the futures contract.

OPTIONS.  Fund MA may purchase index or individual equity put or call options,
thereby obtaining the right to sell or buy a fixed number of shares of the
underlying asset at the stated price on or before the stated expiration date.
Fund MA may sell the options before expiration.  Options held by Fund MA are
listed on either national securities exchanges or on over-the-counter markets,
and are short-term contracts with a duration of less than nine months.  The
market value of the options will be the latest sale price at the close of the
New York Stock Exchange, or in the absence of such sale, the latest bid
quotation.

REPURCHASE AGREEMENTS.  When Fund MA enters into a repurchase
agreement (a purchase of securities whereby the seller agrees to
repurchase the securities at a mutually agreed upon date and price),
the repurchase price of the securities will generally equal the amount
paid by Fund MA plus a negotiated interest amount.  The seller under
the repurchase agreement will be required to provide to Fund MA
securities (collateral) whose market value, including accrued
interest, will be at least equal to 102% of the repurchase price.
Fund MA monitors the value of collateral on a daily basis.  Repurchase
agreements will be limited to transactions with national banks and
reporting broker dealers believed to present minimal credit risks.
Fund MA's custodian will take actual or constructive receipt of all
securities underlying repurchase agreements until such agreements
expire.



                                     -9-
<PAGE>   12

            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TAXES.  Fund MA has qualified, and intends to continue to qualify each
year, as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986, as amended.  As a regulated investment
company, Fund MA is relieved of any federal income tax liability by
distributing all of its net taxable investment income and net taxable
capital gains, if any, to its shareholders.  Fund MA further intends
to avoid excise tax liability by distributing substantially all of its
investment income.  Therefore, no federal income tax provision has
been made by Fund MA in its financial statements.

OTHER.  Security transactions are accounted for on the trade date.
Interest income is recorded on the accrual basis and dividend income
is recorded on the ex-dividend date.  Distributions to shareholders
are recorded at the close of business on the record date.

2.  INVESTMENTS

Purchases and sales of securities other than short-term investments
aggregated $62,062,163 and $61,481,010, respectively for the six
months ended June 30, 1995.  Realized gains and losses from security
transactions are reported on an identified-cost basis.

At June 30, 1995, Fund MA held 66 open S&P 500 Stock Index futures
contracts with a maturity date of September 15, 1995.  The face value,
or notional value, of these contracts at June 30, 1995, amounted to
$18,055,950.  In connection with these contracts, short-term
investments with a par value of $1,190,000 had been pledged as margin
deposits.

Net realized losses resulting from futures contracts were $3,074,868
and $471,650 for the six months ended June 30, 1995 and the year ended
December 31, 1994, respectively.  These losses are included in the net
realized gain from investment security transactions on both the
Statement of Operations and the Statement of Changes in Net Assets.
The cash settlement for June 30, 1995 is shown on the Statement of
Assets and Liabilities as a receivable for variation on futures
margin.

3. FUND CHARGES

Investment management and advisory fees are calculated daily at an
annual rate of 0.50% of Fund MA's average net assets.  These fees are
paid to Travelers Asset Management International Corporation
("TAMIC"), an indirect wholly owned subsidiary of Travelers Group Inc.

Pursuant to a sub-advisory agreement between The Travelers Investment
Management Company ("TIMCO"), an indirect wholly owned subsidiary of
Travelers Group Inc., and TAMIC, 50% of the investment management and
advisory fees earned by TAMIC are paid to TIMCO for investment
management and advisory services relating to the common stock
investments of Fund MA.

The Travelers has agreed to reimburse Fund MA for the amount by which
all of Fund MA's aggregate annualized operating expenses, excluding
brokerage commissions and any interest charges and taxes, exceed 1.25%
of Fund MA's average net assets.  Trustees and officers of Fund MA who
are also officers and employees of Travelers Group Inc., or its
subsidiaries, receive no compensation directly from Fund MA.

4.  SHARES OF BENEFICIAL INTEREST

The Declaration of Trust authorizes the issuance of an unlimited
number of shares of beneficial interest without par value.
Transactions in shares of Fund MA were as follows:


<TABLE>
<CAPTION>
                                                                                  SIX MONTHS
                                                                                    ENDED              YEAR ENDED
                                                                                   JUNE 30,           DECEMBER 31,
                                                                                  ----------          ------------
                                                                                     1995                1994
                                                                                     ----                ----
     <S>                                                                           <C>                <C>
     Shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . .               105,764              365,254
     Shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . .              (601,632)          (1,321,839)
     Shares issued in reinvestment of distributions:
        from net investment income and net short-term realized gains                433,799              542,808
        from net long-term realized gains . . . . . . . . . . . . . .               147,492              340,238
                                                                                   --------           ----------
     Net    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                85,423              (73,539)
                                                                                   ========           ==========

</TABLE>

As of June 30, 1995, all outstanding shares of beneficial interest were owned
by The Travelers Fund U for Variable Annuities and The Travelers Fund UL for
Variable Life Insurance, both of which are separate accounts of The Travelers.




                                     -10-
<PAGE>   13
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

5.  FINANCIAL HIGHLIGHTS*

(Selected data for a share outstanding 
 throughout each period.)


<TABLE>
<CAPTION>
                                                   SIX MONTHS              
                                                     ENDED                   FOR THE YEARS ENDED DECEMBER 31,
                                                    JUNE 30,           (DERIVED FROM AUDITED FINANCIAL INFORMATION)
                                                   ----------     ------------------------------------------------------
                                                      1995         1994         1993        1992        1991       1990##
                                                      ----         ----         ----        ----        ----       ----
<S>                                                <C>          <C>         <C>            <C>       <C>          <C>
PER SHARE DATA:                                                                                      
Net asset value, beginning of period  . . . .        $12.85       $14.21      $14.02       $14.78      $12.77      $13.03

     Income from operations
     Net investment income  . . . . . . . . .          0.25         0.46        0.51         0.64        0.74        0.65
     Net gains or losses on securities
        (realized and unrealized) . . . . . .          1.65        (0.73)       0.72         0.01        1.91       (0.37)
                                                   --------     --------    --------     --------    --------     -------
        Total from investment operations  . .          1.90        (0.27)       1.23         0.65        2.65        0.28

     Less distributions
     Distributions from net investment income and
        net short-term realized gains . . . .         (0.50)       (0.67)      (0.85)       (1.04)      (0.64)      (0.54)
     Distributions from net long-term realized
        gains . . . . . . . . . . . . . . . .         (0.17)       (0.42)      (0.19)       (0.37)          -           -
                                                   --------     --------    --------     --------    --------     -------
           Total distributions  . . . . . . .         (0.67)       (1.09)      (1.04)       (1.41)      (0.64)      (0.54)

Net asset value, end of period  . . . . . . .        $14.08       $12.85      $14.21       $14.02      $14.78      $12.77
                                                   ========     ========    ========     ========    ========     =======

TOTAL RETURN**  . . . . . . . . . . . . . . .         15.39%       (2.24)%      9.33%        5.14%      21.70%       2.47%

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period (thousands)  .      $155,603     $140,887    $156,767     $148,971    $126,021     $92,464
     Ratio of expenses to average
        net assets*** . . . . . . . . . . . .          0.60%#       0.61%       0.56%        0.56%       0.56%       0.59%
     Ratio of net investment income to average
        net assets  . . . . . . . . . . . . .          3.85%#       3.59%       3.65%        4.97%       5.49%       5.17%
     Portfolio turnover rate  . . . . . . . .            43%          97%         86%         112%        141%        123%
</TABLE>

    *   The information set forth in Note 5 replaces the data presented in
        prior periods as supplementary information.

   **   Total return is determined by dividing the increase (decrease) in value
        of a share during the period, after reflecting the reinvestment of
        dividends declared during the period, by the beginning of year share
        price.  As described in Note 1, shares in Fund MA are only sold to The
        Travelers separate accounts in connection with the issuance of variable
        annuity and variable life insurance contracts.  The total return does
        not reflect the deduction of any contract charges or fees assessed by
        The Travelers separate accounts.  For periods of less than one year,
        total returns are not annualized.

 ***    The ratios of expenses to average net assets for the years 1990 - 1993
        reflects an expense reimbursement by The Travelers in connection with
        voluntary expense limitations.  Without the expense reimbursement, the
        ratios of expenses to average net assets would have been 0.60%, 0.63%,
        0.69% and 0.74% for the years ended December 31, 1993, 1992, 1991 and
        1990, respectively.  For the six months ended June 30, 1995 and the
        year ended December 31, 1994, there were no expense reimbursements by
        The Travelers in connection with the voluntary expense limitations
        described in Note 3.

   #    Annualized.

  ##    On May 1, 1990, TAMIC replaced Keystone Custodian Funds, Inc. as the
        investment adviser for Fund MA.




                                     -11-
<PAGE>   14
                             MANAGED ASSETS TRUST


                     STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995


<TABLE>
<CAPTION>
                                                                NO. OF              MARKET
                                                                SHARES               VALUE
                                                                ------              ------
<S>                                                         <C>                 <C>
COMMON STOCKS (61.2%)

  AMUSEMENTS (0.7%)                                                                              
   Mirage Resorts, Inc. (A)                                     8,600           $  263,375       
   Walt Disney Co.                                             16,000              890,000       
                                                                                ----------       
                                                                                 1,153,375       
                                                                                ----------       
  BANKING (2.8%)                                                                                 
   Banc One Corp.                                              19,372              624,747       
   Bank of Boston Corp.                                         2,600               97,500       
   BankAmerica Corp.                                            3,500              184,187       
   Barnett Banks, Inc.                                          3,500              179,375       
   Chase Manhattan Corp.                                        3,800              178,600       
   Citicorp                                                    14,500              839,187       
   First Interstate Bancorp                                     2,400              192,600       
   First Union Corp.                                            3,600              162,900       
   J.P. Morgan & Co.                                            4,400              308,550       
   Mellon Bank Corp.                                            3,300              137,363       
   NationsBank Corp.                                           11,100              595,238       
   Norwest Corp.                                               16,300              468,625       
   U.S. Bancorp                                                10,000              240,625       
   Wells Fargo & Co.                                            1,200              216,300       
                                                                                ----------       
                                                                                 4,425,797       
                                                                                ----------       
  CHEMICALS, PHARMACEUTICALS AND                                                                 
   ALLIED PRODUCTS (8.1%)                                                                        
   Abbott Laboratories                                         17,400              704,700       
   American Home Products Corp.                                 7,600              588,050       
   Amgen (A)                                                    3,100              249,162       
   Bristol-Myers Squibb Co.                                    17,800            1,212,625       
   Dow Chemical Co.                                            12,700              912,812       
   E.I. Dupont de Nemours & Co.                                15,700            1,079,375       
   Eastman Chemical Company                                     4,400              261,800       
   Eli Lilly & Co.                                              6,700              525,950       
   Forest Labs, Inc. (A)                                        6,100              270,688       
   Geon Co.                                                    10,900              313,375       
   International Flavors & Fragrances                          10,600              527,350       
   Johnson & Johnson                                           19,400            1,311,925       
   Merck & Co., Inc.                                           22,700            1,112,300       
   Mylan Labs, Inc.                                             3,200               98,400       
   Pfizer, Inc.                                                 7,700              711,288       
   Praxair, Inc.                                               19,400              485,000       
   Procter & Gamble Co.                                        18,700            1,344,063       
   Schering-Plough Corp.                                       11,200              494,200       
   Union Carbide Corp.                                         12,100              403,838       
   W.R. Grace & Co.                                             2,100              128,888       
                                                                                ----------       
                                                                                12,735,789       
                                                                                ----------       
  COMMUNICATION (6.3%)                                                                           
   Ameritech Corp.                                             18,300              805,200       
   AT&T Corp.                                                  43,700            2,321,562       
   Bell Atlantic Corp.                                         11,300              632,800       
   Bellsouth Corp.                                             14,100              895,350       
   Capital Cities ABC, Inc.                                     5,400              583,200       
   CBS, Inc.                                                    3,535              236,845       
   GTE Corp.                                                   21,400              730,275       
   MCI Communications Corp.                                    15,100              331,256       
   NYNEX Corp.                                                 16,400              660,100       
   Pacific Telesis Group                                        5,500              147,125       
   Sprint Corp.                                                 8,700              292,538       
   SBC Communications, Inc.                                    21,100            1,004,888       
   Tele-Communications, Inc. (A)                               16,100              377,343       
   U.S. West, Inc.                                              4,700              195,638       
   Viacom International, Inc. Cl. B (A)                        14,600              677,075       
                                                                                ----------       
                                                                                 9,891,195       
                                                                                ----------       
  CONTRACTORS (0.4%)                                                                             
   Fluor Corp.                                                  6,700              348,400       
   Halliburton Co.                                              8,800              314,600       
                                                                                ----------       
                                                                                   663,000       
                                                                                ----------       
  ELECTRICAL AND ELECTRONIC MACHINERY (4.1%)                                                     
   Amphenol Corp. (A)                                          15,200              442,700       
   Andrew Corp. (A)                                             4,000              231,500       
   General Electric Co.                                        42,500            2,395,938       
   Intel Corp.                                                 18,400            1,164,950       
   Maxim Integrated Products (A)                                4,400              224,400       
   Micron Technology                                            4,800              263,400       
   Motorola, Inc.                                              11,400              765,225       
   Scientific-Atlanta, Inc.                                    11,900              261,800       
   Texas Instruments, Inc.                                      4,700              629,213       
                                                                                ----------       
                                                                                 6,379,126       
                                                                                ----------       
  FINANCE (2.6%)                                                                                
   American Express Co.                                        11,300              396,912       
   Dean Witter Discover & Co.                                  10,300              484,100       
   Federal Home Loan Corp.                                      9,500              653,125       
   Federal National Mortgage Assoc.                             8,800              830,500       
   Green Tree Financial Corp.                                   5,600              248,500       
   Household International                                      5,000              247,500       
   ITT Corp.                                                    6,800              799,000       
   Lehman Brothers Holding, Inc.                               20,600              450,625       
                                                                                ----------       
                                                                                 4,110,262       
                                                                                ----------       
  FOOD (5.7%)                                                                                    
   Archer-Daniels Midland Co.                                  27,000              502,875       
   Campbell Soup Co.                                            5,400              264,600       
   Coca-Cola Co.                                               34,900            2,224,875       
   CONAGRA, Inc.                                               15,000              523,125       
   CPC International, Inc.                                      3,500              216,125       
   H.J. Heinz Co.                                               5,900              261,813       
   Kellogg Co.                                                  2,000              142,750       
   McDonalds Corp.                                             21,500              841,188       
   PepsiCo, Inc.                                               18,800              857,750       
   Philip Morris, Inc.                                         20,900            1,554,438       
   Ralston-Purina Group                                         8,000              408,000       
   Sara Lee Corp.                                              11,900              339,150       
   Seagram Co., Ltd.                                            8,100              280,463       
   Unilever NV                                                  3,600              468,450       
                                                                                ----------       
                                                                                 8,885,602       
                                                                                ----------       
  FURNITURE AND FIXTURES (0.1%)                                                                  
   Masco Corp.                                                  6,400              172,800       
                                                                                ----------       
                                                                                                 
  INSURANCE (2.0%)                                                                               
   Aetna Life & Casualty Co.                                    2,700              169,762       
   American International Group                                 9,100            1,037,400       
   Chubb Corp.                                                  6,100              488,762       
   Cigna Corp.                                                  1,800              139,725       
   General Reinsurance Corp.                                    1,000              133,875       
   Jefferson Pilot Corp.                                        7,500              410,625       
   Lincoln National Corp.                                       2,400              105,000       
   Saint Paul Companies                                         6,900              339,825       
   Transamerica Corp.                                           5,800              337,850       
                                                                                ----------       
                                                                                 3,162,824       
                                                                                ----------       
</TABLE>






                                     -12-
<PAGE>   15

STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED

<TABLE>
<CAPTION>
                                                                NO. OF              MARKET
                                                                SHARES               VALUE
                                                                ------              ------
<S>                                                            <C>               <C>
  LUMBER AND WOOD PRODUCTS (0.3%)                                                           
   Georgia-Pacific Corp.                                        2,400            $ 208,200  
   Weyerhaeuser Co.                                             5,900              278,038  
                                                                                 ---------  
                                                                                   486,238  
                                                                                 ---------  
  MACHINERY (4.2%)                                                                          
   Apple Computers, Inc.                                        2,800              130,200  
   Black & Decker Corp.                                         9,300              287,137  
   Cabletron System, Inc. (A)                                   8,500              452,625  
   Caterpillar, Inc.                                            8,600              552,550  
   Cisco Systems, Inc. (A)                                      6,600              333,712  
   Compaq Computer Corp. (A)                                    3,600              163,350  
   Deere & Co.                                                  3,400              291,125  
   Dell Computer Corp. (A)                                      5,400              325,012  
   Digital Equipment Corp. (A)                                  7,200              293,400  
   Harnischfeger Industries                                     7,700              266,613  
   Hewlett Packard Co.                                         12,800              953,600  
   International Business Machines Corp.                       11,800            1,132,800  
   Silicon Graphics, Inc. (A)                                  10,700              426,663  
   Stewart & Stevenson Services, Inc.                             100                3,606  
   Tenneco, Inc.                                                4,600              211,600  
   3Com Corp. (A)                                               4,400              294,800  
   Varity Corp. (A)                                            10,200              448,800  
                                                                                 ---------  
                                                                                 6,567,593  
                                                                                 ---------  
  METAL PRODUCTS (1.5%)                                                                     
   Ball Corp.                                                   9,900              345,262  
   Gillette Co.                                                17,200              767,550  
   Nucor Corp.                                                  2,100              112,350  
   Parker-Hannifin Corp.                                        7,400              268,250  
   Phelps Dodge Corp.                                           5,800              342,200  
   Reynolds Metals Co.                                          5,600              289,800  
   USX-U.S. Steel Group                                         6,700              230,313  
                                                                                 ---------  
                                                                                 2,355,725  
                                                                                 ---------  
  MINING (0.3%)                                                                             
   Barrick Gold Corp.                                           8,200              207,050  
   Placer Dome, Inc.                                           10,800              282,150  
                                                                                 ---------  
                                                                                   489,200  
                                                                                 ---------  
  MISCELLANEOUS MANUFACTURING (1.9%)                                                        
   Becton Dickinson & Co.                                       6,800              396,100  
   Biomet, Inc. (A)                                             1,800               27,787  
   Eastman Kodak Co.                                            8,300              503,187  
   Emerson Electric Co.                                         4,800              343,200  
   Honeywell, Inc.                                              3,200              138,000  
   KLA Instruments Corp. (A)                                    7,000              541,625  
   Medtronics, Inc.                                             6,500              501,313  
   Raytheon Co.                                                 3,000              232,875  
   Xerox Corp.                                                  2,600              304,850  
                                                                                 ---------  
                                                                                 2,988,937  
                                                                                 ---------  
  OIL & GAS (0.3%)                                                                          
   Anadarko Petroleum                                           4,000              172,500  
   Schlumberger Ltd.                                            3,900              242,288  
                                                                                 ---------  
                                                                                   414,788  
                                                                                 ---------  
  PAPER AND ALLIED PRODUCTS (0.6%)                                                          
   Champion International Corp.                                 2,400              125,100  
   International Paper Co.                                      3,200              274,400  
   Stone Container Corp. (A)                                   13,500              286,875  
   Temple Inland, Inc.                                          5,000              238,125  
                                                                                 ---------  
                                                                                   924,500  
                                                                                 ---------  
  PETROLEUM REFINING AND                                                                    
   RELATED INDUSTRIES (5.3%)                                                                
   Amoco Corp.                                                 16,900            1,125,962  
   Ashland Oil, Inc.                                            1,300               45,662  
   Atlantic Richfield, Inc.                                     6,519              715,460  
   Chevron Corp.                                               16,300              759,987  
   Exxon Corp.                                                 31,700            2,238,812  
   Mobil Corp.                                                 11,900            1,142,400  
   Phillips Petroleum Co.                                       6,400              213,600  
   Royal Dutch Petroleum Co.                                   15,300            1,864,688  
   Texaco, Inc.                                                 2,800              183,750  
                                                                                 ---------  
                                                                                 8,290,321  
                                                                                 ---------  
  PRINTING, PUBLISHING AND                                                                  
   ALLIED INDUSTRIES (0.3%)                                                                 
   A.H. Belo                                                      700               21,437  
   Franklin Quest Co. (A)                                       4,200              100,800  
   Time Warner Inc.                                             7,500              308,438  
   Times Mirror Co.                                             1,573               37,555  
                                                                                 ---------  
                                                                                   468,230  
                                                                                 ---------  
  RETAIL (3.3%)                                                                             
   Albertsons, Inc.                                            16,200              481,950  
   Circuit City Stores, Inc.                                   11,900              376,337  
   Dayton Hudson Corp.                                          6,100              437,675  
   Dillard Department Stores                                    4,500              132,187  
   Home Depot, Inc.                                             6,100              247,813  
   J.C. Penney Co.                                              5,500              264,000  
   Kmart Corp.                                                  5,200               76,050  
   Limited, Inc.                                                7,700              169,400  
   May Department Stores                                        6,700              278,888  
   Safeway, Inc. (A)                                            7,600              284,050  
   Sears Roebuck & Co.                                          8,700              520,913  
   Tandy Corp.                                                  3,500              181,563  
   The GAP, Inc.                                                4,600              160,425  
   Toys R Us (A)                                                9,000              263,250  
   Wal-Mart Stores, Inc.                                       46,800            1,251,900  
                                                                                 ---------  
                                                                                 5,126,401  
                                                                                 ---------  
  RUBBER AND PLASTIC PRODUCTS (0.3%)                                                        
   Nike, Inc.                                                   5,300              445,200  
                                                                                 ---------  
  SERVICES (2.2%)                                                                           
   Columbia/HCA Healthcare Corp.                               14,700              635,775  
   Computer Associates International                            3,700              250,675  
   CUC International, Inc. (A)                                  4,700              197,400  
   Health Care & Retirement Corp. (A)                           8,800              257,400  
   Microsoft (A)                                               13,900            1,257,081  
   Novell, Inc. (A)                                             3,600               71,775  
   Oracle Systems Corp. (A)                                    21,300              821,381  
                                                                                 ---------  
                                                                                 3,491,487  
                                                                                 ---------  
  STONE, CLAY, GLASS, AND                                                                   
   CONCRETE PRODUCTS (0.4%)                                                                 
   Minnesota Mining & Manufacturing Co.                         9,400              538,150  
   Owens Corning Fiberglass (A)                                 1,800               66,375  
                                                                                 ---------  
                                                                                   604,525  
                                                                                 ---------  
  TOBACCO MANUFACTURERS (0.4%)                                                              
   RJR Nabisco Holding Corp.                                   24,920              694,645  
                                                                                 ---------  
</TABLE>



                                     -13-
<PAGE>   16
                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED


<TABLE>
<CAPTION>
                                                                NO. OF              MARKET
                                                                SHARES               VALUE
                                                                ------              ------
<S>                                                         <C>                 <C>
  TRANSPORTATION (1.2%)                                                                       
   AMR, Inc. (A)                                                6,000           $  447,750    
   Conrail, Inc.                                                6,400              356,000    
   CSX Corp.                                                    2,600              195,325    
   Norfolk Southern Corp.                                       7,000              471,625    
   Pittston Co.                                                16,400              393,600    
                                                                                ----------    
                                                                                 1,864,300    
                                                                                ----------    
  TRANSPORTATION MANUFACTURING (3.0%)                                                         
   Boeing Co.                                                  13,700              857,962    
   Chrysler Corp.                                              12,100              579,287    
   Eaton Corp.                                                  1,600               93,000    
   Echlin, Inc.                                                 1,400               48,650    
   Ford Motor Co.                                              28,900              859,775    
   General Motors Corp.                                        13,200              618,750    
   Martin-Marietta Corp.                                        9,480              598,425    
   McDonnell Douglas Corp.                                      8,700              667,725    
   United Technologies Corp.                                    4,900              382,813    
                                                                                ----------    
                                                                                 4,706,387    
                                                                                ----------    
  UTILITIES (2.4%)                                                                            
   Baltimore Gas & Electric Co.                                 6,800              170,000    
   Carolina Power & Light Co.                                   5,900              178,475    
   Central & Southwest Corp.                                   11,000              288,750    
   Cinergy Corp.                                                6,700              175,875    
   Dominion Resources, Inc.                                     4,500              164,250    
   Enron Corp.                                                  5,300              186,162    
   Florida Power & Light Co.                                    9,100              351,487    
   NIPSCO Industries, Inc.                                      8,300              282,200    
   Pacific Enterprises                                          5,600              137,200    
   Panhandle Eastern Corp.                                     14,700              358,313    
   PECO Energy Co.                                             16,800              464,100    
   Public Service Co. of Colorado                               8,300              269,750    
   Public Service Enterprises Group                             8,900              246,975    
   Southern Co.                                                24,300              543,713    
                                                                                ----------    
                                                                                 3,817,250    
                                                                                ----------    
  WHOLESALE TRADE (0.5%)                                                                      
   Alco Standard Corp.                                          4,900              391,387    
   Arrow Electronics (A)                                        6,500              323,375    
   Cardinal Health, Inc.                                        3,400              160,650    
                                                                                ----------    
                                                                                   875,412    
                                                                                ----------    
  TOTAL COMMON STOCKS                                                                         
   (COST $82,021,044)                                                           96,190,909    
                                                                                ----------    
                                                                                              
PREFERRED STOCKS (1.5%)                                                                     
                                                                                              
  BANKING (0.6%)                                                                              
   Ahmanson (H F) & Co.                                        10,000              511,250    
   First Chicago Corp.                                          7,000              406,000    
                                                                                ----------    
                                                                                   917,250    
                                                                                ----------    
  FINANCE (0.1%)                                                                              
   Merry Land & Investment, Inc.                                8,000              215,000    
                                                                                ----------    
                                                                                              
  OIL & GAS (0.3%)                                                                            
   Occidental Petroleum Corp.                                   9,000              523,125    
                                                                                ----------    
                                                                                              
  PAPER AND ALLIED PRODUCTS (0.3%)                                                            
   James River Corp.                                           12,000              537,000    
                                                                                ----------    
                                                                                              
  RETAIL (0.2%)                                                                               
   TJX Cos., Inc.                                               7,000              294,875    
                                                                                ----------    
                                                                                              
  TOTAL PREFERRED STOCKS                                                                      
   (COST $2,305,977)                                                             2,487,250    
                                                                                ----------    
</TABLE>

<TABLE>
<CAPTION>                                                                                   
                                                             PRINCIPAL                        
                                                              AMOUNT                          
                                                             ---------                        
<S>                                                     <C>                   <C>           
BONDS (14.4%)                                                                               
                                                                                              
  BANKING (0.3%)                                                                              
   Great Western Financial Corp.,                                                             
     6.375% Notes, 2000                                   $   500,000              493,398    
                                                                                ----------    
  CHEMICALS AND ALLIED PRODUCTS (4.0%)                                                        
   Ciba Geigy Corp.,                                                                          
     6.25% Debentures, 2016                                 1,000,000              973,750    
   Eli Lilly & Co.,                                                                           
     7.125% Debentures, 2025                                2,000,000            1,926,448    
   Mallinckrodt Group, Inc.,                                                                  
     7.00% Debentures, 2013                                 3,000,000            2,876,700    
   McKesson Corp.,                                                                            
     4.50% Debentures, 2004                                   500,000              457,500    
                                                                                ----------    
                                                                                 6,234,398    
                                                                                ----------    
  COMMUNICATION (1.3%)                                                                        
   Cox Communications, Inc.,                                                                  
     6.875% Notes, 2005                                     2,000,000            1,971,420    
                                                                                ----------    
                                                                                              
  CREDIT CARD RECEIVABLES (0.6%)                                                              
   Signet Credit Card Master Trust 1993-4 B,                                                  
     5.80% Pass Through, 1999 (E)                           1,000,000              976,568    
                                                                                ----------    
                                                                                              
  FINANCE (0.1%)                                                                              
   Rouse Co.,                                                                                 
     5.75% Debentures, 2002                                   200,000              185,000    
                                                                                ----------    
                                                                                              
  FOREIGN NATIONAL GOVERNMENT (1.0%)                                                          
   United Mexican States,                                                                     
     8.50% Notes, 2002                                      2,000,000            1,572,008    
                                                                                ----------    
                                                                                              
  INSURANCE (0.7%)                                                                            
   Aegon NV,                                                                                  
     4.75% Debentures, 2004                                   500,000              622,500    
   Equitable Cos., Inc.,                                                                      
     6.125% Debentures, 2024                                  500,000              520,000    
                                                                                ----------    
                                                                                 1,142,500    
                                                                                ----------    
  MINING (0.2%)                                                                               
   Inco Ltd.,                                                                                 
     5.75% Debentures, 2004                                   300,000              334,125    
                                                                                ----------    
                                                                                              
  MISCELLANEOUS MANUFACTURING (0.9%)                                                          
   Cooper Industries, Inc.,                                                                   
     7.05% Bonds, 2015                                        877,000              909,888    
   Trinova Corp.,                                                                             
     6.00% Debentures, 2002                                   500,000              472,500    
                                                                                ----------    
                                                                                 1,382,388    
                                                                                ----------    
</TABLE>


                                     -14-
<PAGE>   17
                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED





<TABLE>
<CAPTION>
                                                             PRINCIPAL              MARKET
                                                              AMOUNT                 VALUE
                                                             ---------              ------
<S>                                                       <C>                   <C>
  PETROLEUM REFINING AND                                                                      
   RELATED INDUSTRIES (0.3%)                                                                  
   Pennzoil Co.,                                                                              
      4.75% Bonds, 2003                                   $   500,000           $  467,500    
                                                                                ----------    
  PHARMACEUTICAL AND HEALTH                                                                   
   CARE PRODUCTS (1.4%)                                                                        
   Becton Dickson & Co.,                                                                      
      8.80% Notes, 2001                                     2,000,000            2,217,686    
                                                                                ----------    
                                                                                              
  SERVICES (1.3%)                                                                             
   Columbia/HCA Healthcare Corp.,                                                             
      6.91% Notes, 2005                                     2,000,000            1,983,716    
                                                                                ----------    
                                                                                              
  TRANSPORTATION (1.3%)                                                                       
   Delta Airlines Inc.,                                                                       
      9.25% Sinking Fund, 2007 (E)                            955,121            1,033,116    
   Delta Airlines Inc.,                                                                       
      8.27% Sinking Fund, 2007                                900,027              927,702    
                                                                                ----------    
                                                                                 1,960,818    
                                                                                ----------    
                                                                                              
  TRANSPORTATION MANUFACTURING (0.7%)                                                         
   Arvin Industries Inc.,                                                                     
      10.00% Debentures, 2000                               1,000,000            1,111,679    
                                                                                ----------    
                                                                                              
  UTILITIES (0.3%)                                                                            
   Potomac Electric Power Co.,                                                                
     5.00% Debentures, 2002                                   600,000              537,000    
                                                                                ----------    
                                                                                              
   TOTAL BONDS (Cost $22,560,364)                                               22,570,204    
                                                                                ----------    
                                                                                              
U.S. GOVERNMENT                                                                             
 AGENCY SECURITIES (4.2%)                                                                    

   Federal Home Loan Mortgage Corp.,                                                          
     8.50% Pass Through, 2002                                 797,584              816,971    
   FNMA Pool,                                                                                 
     8.50% Pass Through, 2005                                 364,544              377,529    
   FNMA Pool,                                                                                 
     8.50% Pass Through, 2005                                 171,119              177,214    
   GNMA Pool,                                                                                 
     7.50% Pass Through, 2007                                  72,559               72,990    
   GNMA Pool,                                                                                 
     7.50% Pass Through, 2007                                 391,705              394,030    
   GNMA Pool,                                                                                 
     9.00% Pass Through, 2016                                 245,930              258,532    
   GNMA Pool,                                                                                 
     9.00% Pass Through, 2019                                 331,416              348,399    
   GNMA Pool,                                                                                 
     9.50% Pass Through, 2020                                 601,208              637,468    
   GNMA Pool,                                                                                 
     9.50% Pass Through, 2020                                 248,239              263,210    
   GNMA Notification,                                                                         
     9.50% Pass Through, 2017                               3,001,709            3,182,748    
                                                                                ----------    
                                                                                              
TOTAL U.S. GOVERNMENT AGENCY                                                               
  SECURITIES (COST $6,343,791)                                                   6,529,091    
                                                                                ----------    
                                                                                              
U.S. GOVERNMENT SECURITIES (16.7%)                                                          
   United States of America Treasury,                                                         
     6.50% Notes, 1999                                      8,000,000            8,147,488    
   United States of America Treasury,                                                         
     6.875% Notes, 1999                                     3,000,000            3,097,500    
   United States of America Treasury,                                                         
     7.25% Notes, 2004                                      6,900,000            7,365,750    
   United States of America Treasury,                                                         
     5.875% Notes, 2004                                     2,000,000            1,955,000    
   United States of America Treasury,                                                         
     7.875% Bonds, 2021                                     5,000,000            5,695,305    
                                                                                ----------    
                                                                                              
  TOTAL U.S. GOVERNMENT                                                                       
    SECURITIES (COST $24,698,789)                                               26,261,043    
                                                                                ----------    
                                                                                              
SHORT-TERM INVESTMENTS (2.0%)                                                               

  COMMERCIAL PAPER (1.3%)                                                                     
   Duke Power Co.,                                                                            
     5.95% due July 12, 1995                                2,000,000            1,991,278    
                                                                                ----------    
                                                                                              
  U.S. GOVERNMENT SECURITIES (0.7%)                                                           
   United States of America Treasury,                                                         
     5.62% due September 21, 1995 (C)                         100,000               97,987    
   United States of America Treasury,                                                         
     5.76% due September 21, 1995 (C)                          50,000               49,045    
   United States of America Treasury,                                                         
     5.87% due September 21, 1995 (C)                          75,000               71,063    
   United States of America Treasury,                                                         
     6.05% due September 21, 1995 (C)                         100,000               94,834    
   United States of America Treasury,                                                         
     6.22% due September 21, 1995 (C)                         445,000              422,439    
   United States of America Treasury,                                                         
     6.34% due September 21, 1995 (C)                         150,000              144,512    
   United States of America Treasury,                                                         
     6.34% due September 21, 1995 (C)                         100,000               96,358    
   United States of America Treasury,                                                         
     6.63% due September 21, 1995 (C)                         100,000               96,012    
   United States of America Treasury,                                                         
     6.64% due September 21, 1995 (C)                         100,000               95,888    
                                                                                ----------    
                                                                                 1,168,138    
                                                                                ----------    
  TOTAL SHORT-TERM INVESTMENTS                                                                
    (Cost $3,157,957)                                                            3,159,416    
                                                                                ----------    
</TABLE>

<TABLE>
<CAPTION>                                                                                   
                                                              NOTIONAL                        
                                                                VALUE                         
                                                              --------                        
<S>                                                      <C>                <C>             
FUTURES CONTRACTS (0.0%)                                                                    

   S&P 500 Stock Index,                                                                       
      Exp. September, 1995 (D)                             $18,055,950                   -    
                                                                              ------------    
                                                                                              
  TOTAL INVESTMENTS (100%)                                                                    
     (COST $141,087,922) (B)                                                  $157,197,913    
                                                                              ============    
</TABLE>


                                     -15-
<PAGE>   18
                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED



NOTES

(A)   Non-income Producing Security.

(B)   At June 30, 1995, net unrealized appreciation for all securities was
      $16,109,991. This consisted of aggregate gross unrealized appreciation for
      all securities in which there was an excess of market value over cost of
      $17,452,780 and aggregate gross unrealized depreciation for all securities
      in which there was an excess of cost over market value of $1,342,789.

(C)   Par value of $1,190,000 is pledged to cover margin deposits on futures
      contracts.

(D)   As more fully discussed in Note 1 to the financial statements, it is Fund
      MA's practice to hold cash and cash equivalents (including short-term
      investments) at least equal to the underlying face value, or notional 
      value, of outstanding purchased futures contracts, less the initial 
      margin. Fund MA uses futures contracts as a substitute for holding 
      individual securities.

(E)   Management Priced Security.

      

                 See Notes to Financial Statements



                                     -16-
<PAGE>   19
                             HIGH YIELD BOND TRUST

The overall high yield bond market had a strong first half of 1995.  Various
high yield indices quote second quarter performance at a positive 10% to 12%
rate.  The High Yield Bond Trust performed in line with the overall market and
returned in excess of 10% for the first half of 1995.

We continued our strategy of investing in opportunities where we sense the
potential for significant credit improvement over a 12-to 24-month time
horizon.  Turnover has declined recently since investments made during prior
quarters had yet to realize sufficient relative credit improvement to merit
trading the securities.

Towards the end of June, we noted a meaningful reduction in market liquidity
which caused us to move to a more conservative investment position.  We thus
raised cash levels in the High Yield Bond Trust from 4% to 21%.  Since the end
of the quarter, we took advantage of a shaky market environment to bring cash
levels back under 10% by making several opportunistic security acquisitions.

Our outlook for the remainder of 1995 is very cautious.  The portfolio contains
several cyclical issues which may be negatively impacted if the economy slides
into a recession.  In addition, cash inflows and outflows at major mutual funds
tend to move bond prices materially regardless of company fundamentals.  We are
therefore intensifying our efforts to identify and invest in non-cyclical
situations or cyclicals which have something occurring which can move cash
flows upward even in an economic slow down.  An example of this kind of
cyclical is Sheffield Steel, a mini-mill operator which started up a new mill
this past April and should realize savings of $15 million per year going
forward even if overall steel markets are depressed.  Sheffield Steel currently
has cash flow of $20 million, so the new mill could have a very positive impact
on credit quality.



                                     -17-
<PAGE>   20
                             HIGH YIELD BOND TRUST
                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995

<TABLE>
<S>                                                                                                 <C>
ASSETS:
    Investment securities, at market value (identified cost $12,669,410)  . . . . . . . . .         $12,479,341
    Receivables:
          Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  63
          Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             290,927
          Receivable from The Travelers . . . . . . . . . . . . . . . . . . . . . . . . . .               8,391
                                                                                                    -----------
               Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12,778,722
                                                                                                    -----------

LIABILITIES:
    Cash overdraft  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 397
    Payable for investment management and advisory fees   . . . . . . . . . . . . . . . . .                 694
    Accrued expenses:
          Reimbursable expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               8,391
          Other expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              23,942
                                                                                                    -----------
               Total Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              33,424
                                                                                                    -----------

NET ASSETS:     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $12,745,298
                                                                                                    ===========

NET ASSETS REPRESENTED BY:

    Paid-in capital   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $18,812,952
    Undistributed net investment income   . . . . . . . . . . . . . . . . . . . . . . . . .             568,592
    Accumulated net realized gains (losses) on investment security transactions   . . . . .          (6,446,177)
    Net unrealized depreciation on investment securities  . . . . . . . . . . . . . . . . .            (190,069)
                                                                                                    -----------
               Total net assets (applicable to 1,473,126 shares outstanding at 
                 $8.65 per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $12,745,298
                                                                                                    ===========
</TABLE>


                       See Notes to Financial Statements


                                     -18-

<PAGE>   21
                             HIGH YIELD BOND TRUST
                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995

<TABLE>
<S>                                                                             <C>                 <C>
INVESTMENT INCOME:
    Interest    . . . . . . . . . . . . . . . . . . . . . . . . . . .                               $  644,481

EXPENSES:
    Investment management and advisory fees   . . . . . . . . . . . .           $    30,378
    Accounting and audit fees   . . . . . . . . . . . . . . . . . . .                39,418
    Custodian fees  . . . . . . . . . . . . . . . . . . . . . . . . .                 3,808
    Printing and postage  . . . . . . . . . . . . . . . . . . . . . .                 8,093
    Trustees' fees  . . . . . . . . . . . . . . . . . . . . . . . . .                 2,178
    Registration fees   . . . . . . . . . . . . . . . . . . . . . . .                   405
                                                                                 ----------
          Total expenses before reimbursement from The Travelers  . .                84,280
    Less: Reimbursement from The Travelers  . . . . . . . . . . . . .                (8,391)
                                                                                 ----------
          Net expenses  . . . . . . . . . . . . . . . . . . . . . . .                                   75,889
                                                                                                   -----------
               Net investment income  . . . . . . . . . . . . . . . .                                  568,592
                                                                                                   -----------

REALIZED GAIN AND CHANGE IN UNREALIZED LOSS ON
    INVESTMENT SECURITIES:
    Realized gain from investment security transactions:
          Proceeds from investment securities sold  . . . . . . . . .            16,202,144
          Cost of investment securities sold  . . . . . . . . . . . .            15,723,380
                                                                                 ----------
               Net realized gain  . . . . . . . . . . . . . . . . . .                                  478,764
    Change in unrealized loss on investment securities:
          Unrealized loss at December 31, 1994  . . . . . . . . . . .              (421,485)
          Unrealized loss at June 30, 1995  . . . . . . . . . . . . .              (190,069)
                                                                                 ----------
               Net change in unrealized loss for the period . . . . .                                  231,416
                                                                                                   -----------
                  Net realized gain and change in unrealized loss . .                                  710,180
                                                                                                   -----------

    Net increase in net assets resulting from operations  . . . . . .                               $1,278,772
                                                                                                    ==========
</TABLE>

                       See Notes to Financial Statements


                                     -19-
<PAGE>   22
                             HIGH YIELD BOND TRUST
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS
                                                                                    ENDED           YEAR ENDED
                                                                                  JUNE 30,         DECEMBER 31,
                                                                                    1995               1994
                                                                                    ----               ----
                                                                                 (UNAUDITED)
<S>                                                                             <C>                <C>
OPERATIONS:
    Net investment income   . . . . . . . . . . . . . . . . . . . . .           $   568,592        $    949,721
    Net realized gain (loss) from investment security transactions  .               478,764             (30,534)
    Net change in unrealized gain (loss) on investment securities   .               231,416          (1,108,223)
                                                                                -----------        ------------
          Net increase (decrease) in net assets resulting from
            operations  . . . . . . . . . . . . . . . . . . . . . . .             1,278,772            (189,036)
                                                                                -----------        ------------

DISTRIBUTION TO SHAREHOLDERS FROM NET INVESTMENT INCOME . . . . . . .              (960,192)           (919,615)
                                                                                -----------        ------------

CAPITAL SHARE TRANSACTIONS:
    Proceeds from shares sold   . . . . . . . . . . . . . . . . . . .             1,127,942           2,094,990
    Dividend reinvestment   . . . . . . . . . . . . . . . . . . . . .               960,192             919,615
    Payments for shares redeemed  . . . . . . . . . . . . . . . . . .            (1,377,822)         (2,954,925)  
                                                                                -----------        ------------

          Net increase in net assets resulting from capital share
            transactions  . . . . . . . . . . . . . . . . . . . . . .               710,312              59,680
                                                                                -----------        ------------

               Net increase (decrease) in net assets  . . . . . . . .             1,028,892          (1,048,971)

NET ASSETS:
    Beginning of period   . . . . . . . . . . . . . . . . . . . . . .            11,716,406          12,765,377
                                                                                -----------        ------------

    End of period (including undistributed net investment income as follows:
          June, 1995 $568,592 and December, 1994 $949,721)  . . . . .           $12,745,298         $11,716,406
                                                                                ===========         ===========
</TABLE>

                       See Notes to Financial Statements



                                     -20-
<PAGE>   23
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.  SIGNIFICANT ACCOUNTING POLICIES

High Yield Bond Trust ("Fund HY") is a Massachusetts business trust registered
under the Investment Company Act of 1940, as amended, as a diversified,
open-end management investment company.  Shares of Fund HY are currently
offered, without a sales charge, to separate accounts of The Travelers
Insurance Company ("The Travelers"), an indirect wholly owned subsidiary of
Travelers Group Inc., in connection with the issuance of certain variable
annuity and variable life insurance contracts.

The following is a summary of significant accounting policies consistently
followed by Fund HY in the preparation of its financial statements.

SECURITY VALUATION.  Investments in securities traded on a national securities
exchange are valued at the last-reported sale price as of the close of business
of the New York Stock Exchange on the last business day of the period;
securities traded on the over-the-counter market and listed securities with no
reported sales are valued at the mean between the last-reported bid and asked
prices or on the basis of quotations received from a reputable broker or other
recognized source.

When market quotations are not considered to be readily available for long-term
corporate bonds and notes, such investments are stated at fair value on the
basis of valuations furnished by a pricing service.  These valuations are
determined for normal institutional-size trading units of such securities using
methods based on market transactions for comparable securities and various
relationships between securities which are generally recognized by
institutional traders.  Securities, including restricted securities, for which
pricing services are not readily available are valued by management at prices
which it deems in good faith to be fair.

Short-term investments for which a quoted market price is available are valued
at market.  Short-term investments for which there is no reliable quoted market
price are valued by computing a market value based upon quotations from dealers
or issuers for securities of a similar type, quality and maturity.

REPURCHASE AGREEMENTS.  When Fund HY enters into a repurchase agreement (a
purchase of securities whereby the seller agrees to repurchase the securities
at a mutually agreed upon date and price), the repurchase price of the
securities will generally equal the amount paid by Fund HY plus a negotiated
interest amount.  The seller under the repurchase agreement will be required to
provide to Fund HY securities (collateral) whose market value, including
accrued interest, will be at least equal to 102% of the repurchase price.  Fund
HY monitors the value of collateral on a daily basis.  Repurchase agreements
will be limited to transactions with national banks and reporting broker
dealers believed to present minimal credit risks.  Fund HY's custodian will
take actual or constructive receipt of all securities underlying repurchase
agreements until such agreements expire.

TAXES.  Fund HY has qualified, and intends to continue to qualify each year, as
a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended.  As a regulated investment company, Fund HY is
relieved of any federal income tax liability by distributing all of its net
taxable investment income and net taxable capital gains, if any, to its
shareholders.  Fund HY further intends to avoid excise tax liability by
distributing substantially all of its investment income.  Therefore, no federal
income tax provision has been made by Fund HY in its financial statements.  As
of  December 31, 1994, Fund HY had capital loss carryovers totaling $6,553,958
which may be available to offset any future realized taxable gains, to the
extent provided by regulations.  These amounts expire during the period
1995-2002.

OTHER.  Security transactions are accounted for on the trade date.  Interest
income is recorded on the accrual basis and dividend income is recorded on the
ex-dividend date.  Distributions to shareholders are recorded at the close of
business on the record date.

2.  INVESTMENTS

Purchases and sales of securities other than short-term investments aggregated
$14,672,957 and $15,703,303, respectively, for the six months ended June 30,
1995.  Realized gains and losses from security transactions are reported on an
identified-cost basis.


                                     -21-
<PAGE>   24
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

3.  FUND CHARGES

Investment management and advisory fees are calculated daily at annual rates
which start at 0.50% and decrease, as net assets increase, to 0.25% of Fund
HY's average net assets.  These fees are paid to Travelers Asset Management
International Corporation, an indirect wholly owned subsidiary of Travelers
Group Inc.

The Travelers has agreed to reimburse Fund HY for the amount by which all of
Fund HY's aggregate annualized operating expenses, excluding brokerage
commissions and any interest charges and taxes, exceed 1.25% of Fund HY's
average net assets. Trustees and officers of Fund HY who are also officers and
employees of Travelers Group Inc., or its subsidiaries, receive no compensation
directly from Fund HY.

4.  SHARES OF BENEFICIAL INTEREST

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest without par value.  Transactions in shares of
Fund HY were as follows:

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS
                                                                                    ENDED           YEAR ENDED
                                                                                  JUNE 30,         DECEMBER 31,
                                                                                 ----------        ------------
                                                                                    1995               1994
                                                                                    ----               ----
<S>                                                                                <C>                 <C>
Shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               135,578             243,214
Shares redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . .              (165,154)           (348,173)
Shares issued in reinvestment of distributions from net 
  investment income . . . . . . . . . . . . . . . . . . . . . . . . .               122,474             105,582
                                                                                   --------            --------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                92,898                 623
                                                                                   ========            ========
</TABLE>

As of June 30, 1995, all outstanding shares of beneficial interest were owned
by The Travelers Fund U for Variable Annuities and The Travelers Fund UL for
Variable Life Insurance, both of which are separate accounts of The Travelers.



                                     -22-
<PAGE>   25
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

5.  FINANCIAL HIGHLIGHTS*

(Selected data for a share outstanding
 throughout each period.)

<TABLE>
<CAPTION>
                                                      SIX MONTHS
                                                         ENDED                   FOR THE YEARS ENDED DECEMBER 31,
                                                       JUNE 30,            (DERIVED FROM AUDITED FINANCIAL INFORMATION)
                                                      ----------     -----------------------------------------------------
                                                         1995         1994       1993         1992        1991      1990##
                                                         ----         ----       ----         ----        ----      ----
<S>                                                     <C>          <C>       <C>           <C>          <C>        <C>
PER SHARE DATA:
Net asset value, beginning of period  . . . . . . .     $  8.49      $  9.25    $  8.91      $  8.75      $ 7.87     $ 9.33

    Income from operations
    Net investment income   . . . . . . . . . . . .        0.38         0.66       0.68         0.88        0.94       1.02
    Net gains or losses on securities (realized and
      unrealized)   . . . . . . . . . . . . . . . .        0.48        (0.76)      0.47         0.18        0.88      (1.81)
                                                        -------      -------    -------      -------      ------     ------
          Total from investment operations  . . . .        0.86        (0.10)      1.15         1.06        1.82      (0.79)

    Less distribution
    Distribution from net investment income   . . .       (0.70)       (0.66)     (0.81)       (0.90)      (0.94)     (0.67)
                                                        -------      -------    -------      -------      ------     ------

Net asset value, end of period  . . . . . . . . . .     $  8.65      $  8.49    $  9.25      $  8.91      $ 8.75     $ 7.87
                                                        =======      =======    =======      =======      ======     ======

TOTAL RETURN**  . . . . . . . . . . . . . . . . . .      10.98%        (1.26)%   14.01%       13.16%      26.11%      (9.12)%

RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of period (thousands)   . . . .     $12,745      $11,716    $12,765      $10,289      $7,724     $6,238
    Ratio of expenses to average net assets***  . .        1.25%#       1.25%      0.99%        0.56%       0.56%      0.92%
    Ratio of net investment income to average
      net assets  . . . . . . . . . . . . . . . . .        9.30%#       7.71%      7.69%       10.24%      11.93%     12.33%
    Portfolio turnover rate   . . . . . . . . . . .         134%         146%        19%          52%         35%        29%
</TABLE>

    *     The information set forth in Note 5 replaces the data presented in
          prior periods as supplementary information.

   **     Total return is determined by dividing the increase (decrease) in
          value of a share during the period, after reflecting the reinvestment
          of dividends declared during the period, by the beginning of period
          share price.  As described in Note 1, shares in Fund HY are only sold
          to The Travelers separate accounts in connection with the issuance of
          variable annuity and variable life insurance contracts.  The total
          return does not reflect the deduction of any contract charges or fees
          assessed by The Travelers separate accounts.  For periods of less
          than one year, total returns are not annualized.

  ***     The ratio of expenses to average net assets for 1990 and later
          periods reflects an expense reimbursement by The Travelers in
          connection with voluntary expense limitations, including those
          described in Note 3.  Without the expense reimbursement, the ratios
          of expenses to average net assets would have been 1.39% annualized
          for the six months ended June 30, 1995 and 1.33%, 1.31%, 1.28%, 1.87%
          and 2.13% for the years ended December 31, 1994, 1993, 1992, 1991 and
          1990, respectively.

    #     Annualized.

   ##     On May 1, 1990, TAMIC replaced Keystone Custodian Funds, Inc. as the
          investment adviser for Fund HY.


                                     -23-
<PAGE>   26


                             HIGH YIELD BOND TRUST
                                       
                     STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995
<TABLE>
<CAPTION>
                                                            NO. OF         MARKET
                                                            SHARES          VALUE
                                                            ------         ------
<S>                                                         <C>         <C>
COMMON STOCKS (0.3%)

    FINANCE (0.2%)
      Perry Capital Corp. (C)                                 500       $  25,000
                                                                        ---------
    TRANSPORTATION (0.0%)
      Terex Corp. (A)(C)                                    2,000               2
                                                                        ---------

    UTILITIES (0.1%)
      Great Bay Power Co. (A)                               1,500          12,563
                                                                        ---------

    TOTAL COMMON STOCKS
      (COST $156,522)                                                      37,565
                                                                        ---------
<CAPTION>
                                                        PRINCIPAL
                                                          AMOUNT
                                                        ---------
<S>                                                   <C>               <C>
BONDS (78.1%)

    CHEMICALS AND ALLIED PRODUCTS (3.9%)
      Renaissance Cosmetics, Inc.,
        13.75% Notes, 2001 (C)                        $   500,000         490,000
                                                                        ---------

    COMMUNICATION (9.1%)
      Adelphia Communication,
        9.50% Notes, 2004 (C)                             261,875         227,069
      Adelphia Communication,
        9.875% Notes, 2005                                250,000         221,250
      Australia Media Ltd.,
        0.00% Notes, 2003                                 500,000         262,500
      Commodore Media, Inc.,
        7.50% Notes, 2003 (C)                             500,000         429,745
                                                                        ---------
                                                                        1,140,564
                                                                        ---------
    CONSTRUCTION (6.7%)
      Greystone Homes, Inc.,
        10.75% Notes, 2004                                500,000         443,750
      Hovnanian Enterprises,
        9.75% Notes, 2005                                 500,000         390,000
                                                                        ---------
                                                                          833,750
                                                                        ---------
    FINANCE (6.8%)
      B.F. Saul REIT,
        11.625% Notes, 2002                               500,000         475,000
      Lomas Mortgage USA, Inc.,
        9.75% Notes, 1997                                 500,000         372,500
                                                                        ---------
                                                                          847,500
                                                                        ---------
    FOOD (2.8%)
      Heileman Acquisition,
        9.625% Notes, 2004                                500,000         347,500
                                                                        ---------

    METAL PRODUCTS (7.6%)
      Bayou Steel Corp.,
        10.25% Notes, 2001                                500,000         467,500
      Sheffield Steel,
        12.00% Bonds, 2001                                500,000         487,500
                                                                        ---------
                                                                          955,000
                                                                        ---------
    OIL & GAS (2.1%)
      WRT Energy,
        13.875% Notes, 2002                               250,000         258,125
                                                                        ---------

    PAPER AND ALLIED PRODUCTS (7.5%)
      Mail-Well, Inc.,
        10.50% Notes, 2004                                500,000         442,500
      Stone Container Corp.,
        9.875% Notes, 2001                                500,000         500,000
                                                                        ---------
                                                                          942,500
                                                                        ---------
    RETAIL (18.9%)
      Broadway Stores, Inc.,
        6.25% Debentures, 2000 (C)                        500,000         314,000
      Family Restaurant, Inc.,
        0.00% Notes, 2004                                 250,000          58,750
      Family Restaurant, Inc.,
        9.75% Notes, 2002                                 250,000         158,750
      Flagstar Corp.,
        10.75% Notes, 2001                                250,000         235,000
      Flagstar Corp.,
        11.25% Debentures, 2004                           250,000         196,250
      Foodmaker, Inc.,
        9.75% Notes, 2002                                 500,000         417,500
      Hosiery Corp. of America,
        14.25% Notes, 2002 (C)                            500,000         537,775
      Rickel Home Centers,
        13.50% Notes, 2001                                500,000         437,500
                                                                        ---------
                                                                        2,355,525
                                                                        ---------

    SERVICES (5.1%)
      Florists Transworld Delivery,
        14.00% Notes, 2001 (C)                            500,000         485,000
      United International Holdings,
        0.00% Notes, 1999                                 250,000         146,250
                                                                        ---------
                                                                          631,250
                                                                        ---------
    STONE, CLAY, GLASS, AND
        CONCRETE PRODUCTS (3.7%)
      NVR, Inc.,
        11.00% Notes, 2003                                500,000         458,750
                                                                        ---------

    TRANSPORTATION (3.9%)
      Terex Corp.,
        13.25% Notes, 2002 (C)                            500,000         486,250
                                                                        ---------

    TOTAL BONDS
    (COST $9,817,735)                                                   9,746,714
                                                                        ---------
</TABLE>



                                     -24-
<PAGE>   27

               STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED
<TABLE>
<CAPTION>
                                                         PRINCIPAL         MARKET
                                                           AMOUNT           VALUE
                                                         ---------         ------
<S>                                                   <C>             <C>
SHORT-TERM INVESTMENTS (21.6%)
    COMMERCIAL PAPER (21.6%)
      Deutsche Bank Financial, Inc.,
        6.00% due July 6, 1995                        $   600,000     $   599,283
      E.I. Dupont de Nemours & Co.,
        6.00% due July 6, 1995                            600,000         599,283
      McKenna Triangle National Corp.,
        6.02% due July 17, 1995                           600,000         598,192
      Tampa Electric Co.,
        5.96% due July 13, 1995                           600,000         598,562
      UBS Financial, Inc.,
        6.21% due July 5, 1995                            300,000         299,742
                                                                      -----------
    TOTAL SHORT-TERM INVESTMENTS
      (Cost $2,695,153)                                                 2,695,062
                                                                      -----------
    TOTAL INVESTMENTS (100%)
      (Cost $12,669,410) (B)                                          $12,479,341
                                                                      ===========
</TABLE>

NOTES

(A)   Non-income Producing Security.

(B)   At June 30, 1995, net unrealized depreciation for all securities was
      $190,069. This consisted of aggregate gross unrealized appreciation for
      all securities in which there was an excess of market value over cost of
      $298,157 and aggregate gross unrealized depreciation for all securities
      in which there was an excess of cost over market value of $488,226.

(C)   Management Priced Security.



                       See Notes to Financial Statements



                                     -25-
<PAGE>   28
                           CAPITAL APPRECIATION FUND


The financial markets rallied sharply during the first six months of 1995. 
Interest rates dropped dramatically and bond prices surged, as economic growth
slowed to more moderate levels and inflation remained benign.  The U.S. dollar
also appeared to stabilize.  All these factors are providing an excellent
environment for equities.

There are three major investment themes that are currently driving portfolio
performance.  First, low interest rates and modest inflation have created an
extremely favorable context for financial stocks.  We expect these conditions
to continue into year-end and believe many of our long-term holdings, such as
Merrill Lynch, Citicorp, Federal National Mortgage, and Federal Home Loan
Mortgage, will continue to grow their earnings at substantial rates.

Second, our technology positions are benefiting from a global upgrade and
expansion in communications and computer-related products and services.  The
rapid acceptance of the new Pentium chip and the coming introduction of
Microsoft's powerful new software, Windows 95, will continue to drive demand
for a wide array of computer and telecommunications equipment as users upgrade
existing systems and discover new uses for these exciting products.  The boom
in wireless communications and on-line computer services, both of which are
increasing almost exponentially, are two areas where new applications for this
equipment are especially robust.  Portfolio positions such as Nokia, the
Finnish cellular phone and telecom equipment manufacturer, Texas Instruments
and LSI Logic, which both make semiconductors, and Hewlett Packard, which
dominates the desk-top printer market and is expanding rapidly into the PC
market, have all performed extremely well.  Microsoft is also up strongly.

The third driver of performance is the enormous cash flow many of our
companies are now experiencing.  A number of companies are generating more
cash than they can prudently reinvest in their businesses, so companies such
as Citicorp are repurchasing their own stock as a way of enhancing shareholder
value.  In the past, these companies might have used their excess cash to
increase their dividend payments.  Our view is that stock repurchase is a more
effective way to reward shareholders, however, because it allows shareholders
to decide when to take profits and pay capital gains taxes.

During the first half of this year, we took profits in Home Depot, a chain of
home improvement centers, Compaq Computer, and Lone Star Steakhouse.  We added
to our positions in Hewlett Packard and LSI Logic.  In June, credit card
processor First Data, announced it intends to acquire First Financial
Management, which also processes credit cards.  The merge will create a number
of synergies and First Data should enjoy an even faster growth rate.

As we enter the second half of the year, we remain very optimistic on the
equity markets.  Markets do not go straight up, of course, but as long as
economic growth is moderate, inflation low, and interest rates continue at
current levels, stocks should perform well.





                                      -26-

<PAGE>   29

                          CAPITAL APPRECIATION FUND

               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1995



<TABLE>
<S>                                                                                               <C>
ASSETS:
  Investment securities, at market value (identified cost $82,775,237) ..................          $ 101,032,520
  Cash ..................................................................................                491,339
  Receivables:
        Dividends........................................................................                 57,068
        Interest.........................................................................                  1,031
        Investment securities sold.......................................................                248,297
                                                                                                   -------------
           Total Assets..................................................................            101,830,255
                                                                                                   -------------
LIABILITIES:
  Payables:
        Investment securities purchased .................................................              1,408,623
        Investment management and advisory fees..........................................                  8,078
  Accrued expenses.......................................................................                 26,405
                                                                                                   -------------
           Total Liabilities.............................................................              1,443,106
                                                                                                   -------------
NET ASSETS:..............................................................................          $ 100,387,149
                                                                                                   =============
NET ASSETS REPRESENTED BY:
  Paid-in capital........................................................................          $  84,185,364
  Undistributed net investment income....................................................                436,850
  Accumulated net realized gains (losses) on investment security transactions............             (2,492,348)
  Net unrealized appreciation on investment securities...................................             18,257,283
                                                                                                   -------------
           Total net assets (applicable to 3,436,350 shares outstanding at $29.21 per 
             share) .....................................................................          $ 100,387,149
                                                                                                   =============
</TABLE>

                       See Notes to Financial Statements

                                     -27-
<PAGE>   30
                           CAPITAL APPRECIATION FUND

                      STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1995


<TABLE>
<S>                                                            <C>                     <C>
INVESTMENT INCOME:
  Dividends .................................................   $    419,598
  Interest...................................................        393,637
                                                                ------------
        Total income ........................................                          $    813,235

EXPENSES:
  Investment management and advisory fees....................        322,478
  Accounting and audit fees..................................         42,143
  Custodian fees.............................................            121
  Printing and postage.......................................          9,342
  Trustees' fees.............................................          2,171
  Registration fees..........................................            130
                                                                ------------
        Total expenses.......................................                               376,385
                                                                                       ------------
           Net investment income.............................                               436,850
                                                                                       ------------
REALIZED GAIN AND CHANGE IN UNREALIZED GAIN ON 
   INVESTMENT SECURITIES:
  Realized gain from investment security transactions:
        Proceeds from investment securities sold.............     71,142,406
        Cost of investment securities sold...................     68,638,521
                                                                ------------
           Net realized gain.................................                             2,503,885

  Change in unrealized gain on investment securities:
        Unrealized gain at December 31, 1994.................      4,796,334
        Unrealized gain at June 30, 1995 ....................     18,257,283
                                                                ------------
           Net change in unrealized gain for the period......                            13,460,949
                                                                                       ------------
             Net realized gain and change in unrealized gain.                            15,964,834
                                                                                       ------------
Net increase in net assets resulting from operations.........                          $ 16,401,684
                                                                                       ============
</TABLE>





                       See Notes to Financial Statements

                                     -28-


<PAGE>   31

                           CAPITAL APPRECIATION FUND

                      STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                    SIX MONTHS
                                                                                      ENDED               YEAR ENDED
                                                                                     JUNE 30,             DECEMBER 31,
                                                                                       1995                  1994
                                                                                       ----                  ----
                                                                                    (UNAUDITED)
<S>                                                                                 <C>                   <C>
OPERATIONS:
  Net investment income......................................................       $    436,850          $    559,581
  Net realized gain (loss) from investment security transactions.............          2,503,885            (4,598,572)
  Net change in unrealized gain on investment securities.....................         13,460,949               752,650
                                                                                    ------------          ------------
        Net increase (decrease) in net assets resulting from operations......         16,401,684            (3,286,341)
                                                                                    ------------          ------------

DISTRIBUTION TO SHAREHOLDERS FROM NET INVESTMENT INCOME......................           (540,784)             (359,166)
                                                                                    ------------          ------------

CAPITAL SHARE TRANSACTIONS:
  Proceeds from shares sold..................................................         10,756,045            29,010,545
  Dividend reinvestment......................................................            540,784               359,166
  Payments for shares redeemed...............................................         (5,264,182)           (9,644,753)
                                                                                    ------------          ------------
        Net increase in net assets resulting from capital share transactions.          6,032,647            19,724,958
                                                                                    ------------          ------------
           Net increase in net assets........................................         21,893,547            16,079,451


NET ASSETS:
   Beginning of period ......................................................         78,493,602            62,414,151
                                                                                    ------------          ------------
   End of period (including undistributed net investment income as follows:
     June, 1995 $436,850 and December, 1994 $559,581)........................       $100,387,149          $ 78,493,602
                                                                                    ============          ============
</TABLE>





                       See Notes to Financial Statements

                                     -29-
<PAGE>   32
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                       
1.  SIGNIFICANT ACCOUNTING POLICIES

Capital Appreciation Fund ("Fund CA") is a Massachusetts business trust
registered under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company.  Shares of Fund CA are
currently offered, without a sales charge, to separate accounts of The
Travelers Insurance Company ("The Travelers"), an indirect wholly owned
subsidiary of Travelers Group Inc., in connection with the issuance of certain
variable annuity and variable life insurance contracts.

The following is a summary of significant accounting policies consistently
followed by Fund CA in the preparation of its financial statements.

SECURITY VALUATION.  Investments in securities traded on a national securities
exchange are valued at the last-reported sale price as of the close of
business of the New York Stock Exchange on the last business day of the
period; securities traded on the over-the-counter market and listed securities
with no reported sales are valued at the mean between the last-reported bid
and asked prices or on the basis of quotations received from a reputable
broker or other recognized source.

When market quotations are not considered to be readily available for long-
term corporate bonds and notes, such investments are generally stated at fair
value on the basis of valuations furnished by a pricing service.  These
valuations are determined for normal institutional-size trading units of such
securities using methods based on market transactions for comparable
securities and various relationships between securities which are generally
recognized by institutional traders.  Securities, including restricted
securities, for which pricing services are not readily available are valued by
management at prices which it deems in good faith to be fair.

Short-term investments for which a quoted market price is available are valued
at market.  Short-term investments for which there is no reliable quoted
market price are valued by computing a market value based upon quotations from
dealers or issuers for securities of a similar type, quality and maturity.

FUTURES CONTRACTS.  Fund CA may use stock index futures contracts, and may
also use interest rate futures contracts, as a substitute for the purchase or
sale of individual securities.  When Fund CA enters into a futures contract,
it agrees to buy or sell a specified index of stocks or debt securities at a
future time for a fixed price, unless the contract is closed prior to
expiration.  Fund CA is obligated to deposit with a broker an "initial margin"
equivalent to a percentage of the face, or notional value of the contract.

It is Fund CA's practice to hold cash and cash equivalents (including short-
term investments) in an amount at least equal to the notional value of
outstanding purchased futures contracts, less the initial margin.  Generally,
futures contracts are closed prior to expiration.

Futures contracts purchased by Fund CA are priced and settled daily;
accordingly, changes in daily prices are recorded as realized gains or losses
and no asset is recorded in the Statement of Investments.  However, when Fund
CA holds open futures contracts, it assumes a market risk generally equivalent
to the underlying market risk of changes in the value of the specified indexes
or debt securities associated with the futures contract.

OPTIONS.  Fund CA may purchase index or individual equity put or call options,
thereby obtaining the right to sell or buy a fixed number of shares of the
underlying asset at the stated price on or before the stated expiration date.
Fund CA may sell the options before expiration.  Options held by Fund CA are
listed on either national securities exchanges or on over-the-counter markets,
and are short-term contracts with a duration of less than nine months.  The
market value of the options will be the latest sale price at the close of the
New York Stock Exchange, or in the absence of such sale, the latest bid
quotation.

REPURCHASE AGREEMENTS.  When Fund CA enters into a repurchase agreement (a
purchase of securities whereby the seller agrees to repurchase the securities
at a mutually agreed upon date and price), the repurchase price of the
securities will generally equal the amount paid by Fund CA plus a negotiated
interest amount.  The seller under the repurchase agreement will be required
to provide to Fund CA securities (collateral) whose market value,
including accrued interest, will be at least equal to 102% of the repurchase
price. Fund CA monitors the value of collateral on a daily basis.  Repurchase
agreements will be limited to transactions with national banks and reporting
broker dealers believed to present minimal credit risks.  Fund CA's custodian
will take actual or constructive receipt of all securities underlying
repurchase agreements until such agreements expire.





                                     -30-

<PAGE>   33
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TAXES.  Fund CA has qualified, and intends to continue to qualify each year, as
a "regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended.  As a regulated investment company, Fund CA is relieved of
any federal income tax liability by distributing all of its net taxable
investment income and net taxable capital gains, if any, to its shareholders. 
Fund CA further intends to avoid excise tax liability by distributing
substantially all of its investment income.  Therefore, no federal income tax
provision has been made by Fund CA in its financial statements.  As of December
31, 1994, Fund CA had capital loss carryovers totaling $4,875,708, which may be
available to offset any future realized taxable capital gains, to the extent
provided by regulations.  These amounts expire during the period 1998-2002.

OTHER.  Security transactions are accounted for on the trade date.  Interest
income is recorded on the accrual basis and dividend income is recorded on the
ex-dividend date.  Distributions to shareholders are recorded at the close of
business on the record date.

2.  INVESTMENTS

Purchases and sales of securities other than short-term investments aggregated
$62,497,175 and $43,198,464, respectively, for the six months ended June 30,
1995.  Realized gains and losses from security transactions are reported on an
identified-cost basis.

3.  FUND CHARGES

Investment management and advisory fees are calculated daily at an annual rate
of 0.75% of Fund CA's average net assets.  These fees are paid to The
Travelers Investment Management Company ("TIMCO"), an indirect wholly owned
subsidiary of Travelers Group Inc.

Pursuant to a sub-advisory agreement between TIMCO and Janus Capital
Corporation ("Janus Capital"), TIMCO pays Janus Capital an amount equivalent
on an annual basis to 0.55% of Fund CA's average net assets for investment
management and advisory services as sub-adviser.

The Travelers has agreed to reimburse Fund CA for the amount by which all of
Fund CA's aggregate annualized operating expenses, excluding brokerage
commissions and any interest charges and taxes, exceed 1.25% of Fund CA's
average net assets.  Trustees and officers of Fund CA who are also officers or
employees of Travelers Group Inc. or its subsidiaries receive no compensation
directly from Fund CA.

4.  SHARES OF BENEFICIAL INTEREST

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest without par value.  Transactions in shares of
Fund CA were as follows:

<TABLE>
<CAPTION>
                                                 SIX MONTHS
                                                    ENDED         YEAR  ENDED
                                                   JUNE 30,       DECEMBER 31,
                                                 ------------    --------------
                                                     1995            1994
                                                     ----            ----
  <S>                                              <C>            <C>

  Shares sold................................       411,397        1,167,145
  Shares redeemed............................      (201,464)        (388,338)

  Shares issued in reinvestment of               
    distributions from net investment income         22,109           13,442
                                                 ----------      -----------   
  Net .......................................       232,042          792,249
                                                 ==========      ===========   
</TABLE>

As of June 30, 1995, all outstanding shares of beneficial interest were owned
by The Travelers Fund U for Variable Annuities and The Travelers Fund UL for
Variable Life Insurance, both of which are separate accounts of The Travelers.





                                     -31-

<PAGE>   34
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

5.  FINANCIAL HIGHLIGHTS*

(Selected data for a share outstanding
 throughout each period.)

<TABLE>
<CAPTION>
                                      
                                                                                                                                 
                                                                  SIX MONTHS                                                     
                                                                    ENDED       FOR THE YEARS ENDED DECEMBER 31, (DERIVED FROM  
                                                                   JUNE 30,            AUDITED FINANCIAL INFORMATION)            
                                                                   ---------    -----------------------------------------------
                                                                     1995       1994     1993###    1992     1991      1990##
                                                                     ----       ----     ----       ----     ----      ----
<S>                                                                 <C>        <C>      <C>        <C>       <C>       <C>
PER SHARE DATA:                                                     
Net asset value, beginning of period.........................       $ 24.50    $ 25.87  $  22.72   $ 19.63   $ 14.62   $ 15.76
                                                               
  Income from operations

  Net investment income .....................................           0.13      0.19      0.19      0.28      0.36      0.09
                                                               
  Net gains or losses on securities (realized and unrealized)           4.75     (1.41)     3.21      3.13      4.75     (1.08)
                                                                    --------   -------   -------   -------   -------   -------
      Total from investment operations.......................           4.88     (1.22)     3.40      3.41      5.11     (0.99)
                                                               
   Less distribution                                           

   Distribution from net investment income...................          (0.17)    (0.15)    (0.25)    (0.32)    (0.10)    (0.15)

                                                                    --------   -------   -------   -------   -------   -------
Net asset value, end of period...............................       $  29.21   $ 24.50   $ 25.87   $ 22.72   $ 19.63   $ 14.62
                                                                    ========   =======   =======   ========  =======   =======
                                                               
TOTAL RETURN**                                                         20.05%    (4.76)%   15.09%    17.60%    35.16%    (6.24)%

RATIOS/SUPPLEMENTAL DATA:                                      
   Net assets, end of period (thousands).....................       $100,387   $78,494   $62,414   $29,506   $20,497   $13,494
   Ratio of expenses to average net assets *** ..............           0.88%#    0.89%     0.87%     0.56%     0.56%     0.82%
   Ratio of net investment income to average net assets......           1.03%#    0.79%     0.81%     1.39%     2.05%     0.58%
   Portfolio turnover rate...................................             59%      106%      155%      126%      205%       80%
</TABLE>

   *  The information set forth in Note 5 replaces the data presented in prior
      periods as supplementary information.

  **  Total return is determined by dividing the increase (decrease) in value of
      a share during the period, after reflecting the reinvestment of the
      dividends declared during the period, by the beginning of period share
      price.  As described in Note 1, shares in Fund CA are only sold to The
      Travelers separate accounts in connection with the issuance of variable
      annuity and variable life insurance contracts.  The total return does not
      reflect the deduction of any contract charges or fees assessed by The 
      Travelers separate accounts.  For periods of less than one year, total 
      returns are not annualized.

 ***  The ratio of expenses to average net assets for 1990-1993  reflects an
      expense reimbursement by The Travelers in connection  with voluntary
      expense limitations.  Without the expense reimbursement, the ratios of
      expenses to average net assets would have been 0.96%, 0.91%, 1.28%, and
      1.56% for the years ended December 31, 1993, 1992, 1991 and 1990,
      respectively.  For the six months ended June 30, 1995 and the year ended
      December 31, 1994, there were no expense reimbursements by The Travelers
      in connection with the voluntary expense limitation described in 
      Note 3.

   #  Annualized.

  ##  On May 1, 1990, TIMCO replaced Keystone Custodian Funds, Inc. as the
      investment adviser for Fund CA.

 ###  Effective May 1, 1993, Janus Capital Corporation became sub-adviser for
      Fund CA.





                                     -32-

<PAGE>   35
                           CAPITAL APPRECIATION FUND
                      STATEMENT OF INVESTMENTS (UNAUDITED)

                                 June 30, 1995




<TABLE>
<CAPTION>
                                                            NO. OF                  MARKET
                                                            SHARES                   VALUE
                                                            -------                --------
<S>                                                        <C>                  <C>
COMMON STOCKS (93.9%)

    AMUSEMENTS (2.7%)                                                                         
     Circus Circus Enterprises, Inc. (A)                      5,075               $  178,894  
     Walt Disney Co.                                         46,050                2,561,531  
                                                                                  ----------
                                                                                   2,740,425  
                                                                                  ----------
                                                                                              
    BANKING (4.7%)                                                                            
     Chase Manhattan Corp.                                   20,075                  943,525  
     Chemical Banking Corp.                                  13,900                  656,775  
     Citicorp                                                28,640                1,657,540  
     First Bank Systems, Inc.                                26,050                1,068,050  
     First Interstate Bancorp                                 5,150                  413,287  
                                                                                  ----------
                                                                                   4,739,177  
                                                                                  ----------

    CHEMICALS, PHARMACEUTICALS AND                                                            
      ALLIED PRODUCTS (7.1%)                                                                  
     Amgen (A)                                               19,550                1,571,331  
     Hercules, Inc.                                          21,425                1,044,469  
     Lynx Therapeutics (A) (C)                                1,056                      211  
     Merck & Co., Inc.                                       32,425                1,588,825  
     Pfizer, Inc.                                            32,525                3,004,497  
                                                                                  ----------
                                                                                   7,209,333  
                                                                                  ----------

    COMMUNICATION (0.4%)                                                                      
     Infinity Broadcasting (A)                                5,363                  178,973  
     Lin Television Corp. (A)                                   275                    9,247  
     L.M. Ericsson Telephone Co.                             10,600                  212,662  
                                                                                  ----------
                                                                                     400,882  
                                                                                  ----------

    CREDIT CARD RECEIVABLES (0.2%)                                                            
     National Instruments Corp. (A)                          10,225                  184,050  
                                                                                  ----------
                                                                                              
    ELECTRICAL AND ELECTRONIC MACHINERY (24.8%)                                               
     Alliance Semiconductor (A)                               17,825                 868,969  
     Altera Corp. (A)                                         26,900               1,166,787  
     Datalogix International (A)                               1,475                  35,584  
     Duracell International, Inc.                             21,700                 938,525  
     General Instrument Corp. (A)                             17,725                 680,197  
     Intel Corp.                                              42,450               2,687,616  
     LSI Logic Corp. (A)                                      30,350               1,187,444  
     Micron Technology                                        32,000               1,756,000  
     National Semiconductor (A)                               37,375               1,037,156  
     Nokia Corp.                                              30,000               1,788,750  
     Philips NV                                               50,225               2,147,119  
     Polygram NV                                               7,900                 467,088  
     Tellabs, Inc. (A)                                        30,000               1,441,875  
     Texas Instruments, Inc.                                  23,775               3,182,878  
     U.S. Robotics, Inc. (A)                                  42,475               4,624,466  
     Xilinx, Inc. (A)                                         11,175               1,049,053  
                                                                                  ----------
                                                                                  25,059,507  
                                                                                  ----------

    FINANCE (11.0%)                                                                           
     Amexs Co.                                                 1,000                  48,500  
     Countrywide Credit Industries                            50,400               1,058,400  
     Federal Home Loan Corp.                                  30,075               2,067,656  
     Federal National Mortgage Assoc.                         29,070               2,743,481  
     Lehman Brothers Holding, Inc.                             8,900                 194,687  
     Merrill Lynch & Co., Inc.                                60,165               3,158,663   
     Reuters Holding PLC                                       7,425                 371,714   
     Schwab Charles Corp.                                     19,575                 849,066   
     Smithkline Beecham PLC                                   14,100                 638,025   
                                                                                  ----------
                                                                                  11,130,192   
                                                                                  ----------

     FOOD (6.5%)                                                       
      Coca-Cola Co.                                           46,625               2,972,344    
      PepsiCo, Inc.                                           65,275               2,978,172    
      RJR Nabisco Holding Corp.                               23,100                 623,700      
                                                                                  ----------
                                                                                   6,574,216    
                                                                                  ----------
                                                                                           
     LUMBER AND WOOD PRODUCTS (1.1%)                                                       
      Georgia-Pacific Corp.                                   12,775               1,108,231    
                                                                                  ----------
                                                                                           
     MACHINERY (9.4%)                                                                      
      Applied Materials (A)                                   26,475               2,290,088    
      Cisco Systems, Inc. (A)                                 14,125                 714,195      
      Diebold, Inc.                                           18,700                 813,450      
      Hewlett Packard Co.                                     51,525               3,838,613    
      Lam Resh Corp. (A)                                      20,575               1,314,228    
      Silicon Graphics, Inc. (A)                              12,775                 509,403      
                                                                                  ----------
                                                                                   9,479,977    
                                                                                  ----------
                                                                                           
     METAL PRODUCTS (4.6%)                                                                 
      Crown Cork & Seal, Inc. (A)                             44,475               2,229,309    
      Phelps Dodge Corp.                                      41,550               2,451,450    
                                                                                  ----------
                                                                                   4,680,759    
                                                                                  ----------
                                                                                           
     MISCELLANEOUS MANUFACTURING (0.4%)                                                    
      Mattel, Inc.                                            14,350                 373,100      
                                                                                  ----------
                                                                                           
     PAPER AND ALLIED PRODUCTS (1.4%)                                                      
      Boise Cascade Corp.                                     16,250                 658,125      
      Willamette Industries                                   13,575                 750,019      
                                                                                  ----------
                                                                                   1,408,144    
                                                                                  ----------
                                                                                           
     RETAIL (3.3%)                                                                         
      Lowe's Co.'s, Inc.                                     102,925               3,074,884    
      U.S. Office Products Co. (A)                            18,050                 214,344      
                                                                                  ----------
                                                                                   3,289,228    
                                                                                  ----------
                                                                                           
     SERVICES (10.6%)                                                                      
      BDM International, Inc. (A)                              2,000                  40,750       
      First Data Corp.                                        62,625               3,561,797    
      Gartner Group, Inc. (A)                                 75,000               2,165,625    
      Heritage Media Corp. (A)                                 2,500                  72,188       
      Intuit, Inc. (A)                                        17,025               1,294,964    
      Microsoft (A)                                           35,575               3,217,314    
      Vivra, Inc. (A)                                         15,575                 422,472      
                                                                                  ----------
                                                                                  10,755,110   
                                                                                  ----------
                                                                                           
     TRANSPORTATION MANUFACTURING (3.6%)                                                   
      General Motors Corp., Cl. E                             55,425               2,410,987    
      Martin-Marietta Corp.                                   18,975               1,197,797    
                                                                                  ----------
                                                                                   3,608,784    
                                                                                  ----------
                                                                                           
     UTILITIES (2.1%)                                                                      
      Browning and Ferris Ind.                                57,550               2,078,994    
                                                                                  ----------
                                                                                           
     TOTAL COMMON STOCKS                                                                   
          (COST $76,582,655)                                                      94,840,109    
                                                                                  ----------
</TABLE>
                                     -33-

<PAGE>   36
               STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED

<TABLE>
<CAPTION>
                                                            NO. OF                  MARKET
                                                            SHARES                   VALUE
                                                            -------                --------
<S>                                                        <C>                  <C>
PREFERRED STOCKS (0.0%)
                                                        
     PHARMACEUTICAL AND                                 
       HEALTH CARE PRODUCTS (0.0%)                      
         Lynx Therapeutics (A) (C)                            1,536             $      1,536         
                                                                                ------------
     TOTAL PREFERRED STOCKS                             
          (COST $1,536)                                                                1,536          
                                                                                ------------
<CAPTION>                                                        
                                                            PRINCIPAL               
                                                             AMOUNT                  
                                                           ----------
<S>                                                        <C>                  <C>
SHORT-TERM INVESTMENTS (6.1%)                                             

     COMMERCIAL PAPER (4.1%)                            
      Ford Motor Credit Co.,                            
         6.05% due July 3, 1995                           $4,200,000               4,197,845          
                                                                                ------------
                                                        
                                                        
     U.S. GOVERNMENT AGENCY SECURITIES (2.0%)                                             
      Federal Home Loan Banks,                          
         5.88% due July 21, 1995                           2,000,000               1,993,030 
                                                                                ------------
     TOTAL SHORT-TERM INVESTMENTS                                        
         (COST $6,191,046)                                                         6,190,875
                                                                                ------------

     TOTAL INVESTMENTS (100%)
         (COST $82,775,237) (B)                                                 $101,032,520
                                                                                ============
</TABLE>

NOTES

(A) Non-income Producing Security.

(B) At June 30, 1995, net unrealized appreciation for all securities was
    $18,257,283. This consisted of aggregate gross unrealized appreciation for
    all securities in which there was an excess of market value over cost of
    $18,465,017 and aggregate gross unrealized depreciation for all securities
    in which there was an excess of cost over market value of $207,734.

(C) Management Priced Security.



                       See Notes to Financial Statements





                                     -34-
<PAGE>   37

                               CASH INCOME TRUST

The assets in Cash Income Trust continue to be invested in U.S. Treasuries and
its asset size has remained constant throughout the second quarter. This has
provided the portfolio with safety, liquidity and stability. The growth of the
account is constantly monitored. Any opportunities for diversification in
holdings resulting from a drastic increase in asset size will be captured as
deemed appropriate.



                                      -35-
<PAGE>   38




                               CASH INCOME TRUST

                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995

<TABLE>
      <S>                                                                                            <C>
      ASSETS:
         Investment securities, at market value (identified cost $1,479,331)...................      $      1,479,083
         Cash..................................................................................                10,720
         Receivables:
             Interest..........................................................................                 2,020
             Receivable from The Travelers.....................................................                37,704 
                                                                                                     ----------------

                Total Assets...................................................................             1,529,527 
                                                                                                     ----------------

      LIABILITIES:
         Payables:
             Investment management and advisory fees...........................................                    53
             Dividends.........................................................................                 3,716
         Accrued expenses:
             Reimbursable expenses.............................................................                37,704
             Other expenses....................................................................                 3,015 
                                                                                                     ----------------

                Total Liabilities..............................................................                44,488 
                                                                                                     ----------------

      NET ASSETS:
             (Applicable to 1,485,039 shares outstanding at $1.00 per share)...................      $      1,485,039 
                                                                                                     ================
</TABLE>


                       See Notes to Financial Statements

                                      -36-



<PAGE>   39


                               CASH INCOME TRUST

                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995

<TABLE>
      <S>                                                                              <C>                <C>
      INVESTMENT INCOME:
         Interest.............................................................                            $         32,550

      EXPENSES:
         Investment management and advisory fees..............................         $         1,987
         Accounting and audit fees............................................                  33,303
         Custodian fees.......................................................                   1,492
         Printing and postage.................................................                   6,121
         Trustees' fees.......................................................                   2,132
         Registration fees....................................................                     178
                                                                                       ---------------

             Total expenses before reimbursement from The Travelers...........                  45,213
         Less: Reimbursement from The Travelers...............................                 (37,704)
                                                                                       ---------------

             Net expenses.....................................................                                       7,509
                                                                                                          ----------------

                Net investment income.........................................                                      25,041
                                                                                                          ----------------

         Net increase in net assets resulting from operations.................                            $         25,041
                                                                                                          ================
</TABLE>

                       See Notes to Financial Statements

                                      -37-

<PAGE>   40


                               CASH INCOME TRUST

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                      SIX MONTHS
                                                                                         ENDED            YEAR ENDED
                                                                                       JUNE 30,          DECEMBER 31,
                                                                                         1995                1994
                                                                                         ----                ----
                                                                                      (UNAUDITED)
      <S>                                                                           <C>                 <C>
      OPERATIONS:
         Net investment income................................................      $         25,041    $         29,710
                                                                                    ----------------    ----------------
             Net increase in net assets resulting from operations.............                25,041              29,710
                                                                                    ----------------    ----------------

      DISTRIBUTIONS TO SHAREHOLDER FROM NET INVESTMENT INCOME.................               (25,041)            (29,710)
                                                                                    ----------------    ----------------

      CAPITAL SHARE TRANSACTIONS:
         Proceeds from shares sold............................................             1,562,460           3,009,583
         Dividends reinvested.................................................                27,446              24,539
         Payments for shares redeemed.........................................            (1,307,560)         (2,478,281)
                                                                                    ----------------    ----------------

             Net increase in net assets resulting from capital share          
                transactions..................................................               282,346             555,841
                                                                                    ----------------    ----------------
                                                                                                                        
                Net increase in net assets....................................               282,346             555,841

      NET ASSETS:
         Beginning of period..................................................             1,202,693             646,852 
                                                                                    ----------------    ----------------

         End of period........................................................      $      1,485,039    $      1,202,693
                                                                                    ================    ================
</TABLE>


                       See Notes to Financial Statements

                                      -38-

<PAGE>   41

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.  SIGNIFICANT ACCOUNTING POLICIES

Cash Income Trust ("Fund CI") is a Massachusetts business trust registered under
the Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. Shares of Fund CI are currently offered, without
a sales charge, to separate accounts of The Travelers Insurance Company ("The
Travelers"), an indirect wholly owned subsidiary of Travelers Group Inc., in
connection with the issuance of certain variable life insurance contracts.

The following is a summary of significant accounting policies consistently
followed by Fund CI in the preparation of its financial statements.

SECURITY VALUATION.  Short-term investments for which a quoted market price
is available are valued at market. Short-term investments for which there is no
reliable quoted market price are valued by computing a market value based upon
quotations from dealers or issuers for securities of a similar type, quality and
maturity.

REPURCHASE AGREEMENTS.  When Fund CI enters into a repurchase agreement (a
purchase of securities whereby the seller agrees to repurchase the securities at
a mutually agreed upon date and price), the repurchase price of the securities
will generally equal the amount paid by Fund CI plus a negotiated interest
amount. The seller under the repurchase agreement will be required to provide to
Fund CI securities (collateral) whose market value, including accrued interest,
will be at least equal to 102% of the repurchase price. Fund CI monitors the
value of collateral on a daily basis. Repurchase agreements will be limited to
transactions with national banks and reporting broker dealers believed to
present minimal credit risks. Fund CI's custodian will take actual or
constructive receipt of all securities underlying repurchase agreements until
such agreements expire.

TAXES.  Fund CI has qualified, and intends to continue to qualify each year, as
a "regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended. As a regulated investment company, Fund CI is relieved of
any federal income tax liability by distributing all of its net taxable
investment income and net taxable capital gains, if any, to its shareholder.
Fund CI further intends to avoid excise tax liability by distributing
substantially all of its investment income. Therefore, no federal income tax
provision has been made by Fund CI in its financial statements. As of December
31, 1994, Fund CI had capital loss carryovers totaling $1,981, which may be
available to offset any future realized taxable gains, to the extent provided by
regulations. These amounts expire during the period 1995-2002.

DIVIDENDS.  Fund CI declares dividends daily, pays dividends monthly, and
automatically reinvests such dividends in additional shares at net asset value.
Dividends are declared from the total of net investment income.

OTHER.  Security transactions are accounted for on the trade
date. Interest income is recorded on the accrual basis.

2.  INVESTMENTS

Realized gains and losses from security transactions are reported on an
identified-cost basis.

3.  FUND CHARGES

Investment management and advisory fees are calculated daily at an annual rate
of 0.3233% of Fund CI's average net assets. These fees are paid to Travelers
Asset Management International Corporation, an indirect wholly owned subsidiary
of Travelers Group Inc.

The Travelers has agreed to reimburse Fund CI for the amount by which all of
Fund CI's aggregate annualized operating expenses, excluding brokerage
commissions and any interest charges and taxes, exceed 1.25% of Fund CI's
average net assets. Trustees and officers of Fund CI who are also officers or
employees of Travelers Group Inc., or its subsidiaries, receive no compensation
directly from Fund CI.



                                     -39-

<PAGE>   42



             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

4.  SHARES OF BENEFICIAL INTEREST

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest with a par value of $0.10 per share. Transactions
in shares of Fund CI were as follows:

<TABLE>
<CAPTION>
                                                                      SIX MONTHS
                                                                        ENDED           YEAR ENDED
                                                                       JUNE 30,        DECEMBER 31,
                                                                    ---------------   ---------------
                                                                         1995             1994
                                                                         ----             ----
<S>                                                                     <C>               <C>
Shares sold.....................................................         1,562,460         3,009,583
Shares redeemed.................................................        (1,307,560)       (2,478,281)
Shares issued in reinvestment of distributions..................            27,446            24,539 
                                                                        ----------        ----------

Net.............................................................           282,346           555,841 
                                                                        ==========        ==========
</TABLE>

As of June 30, 1995, all outstanding shares of beneficial interest were owned
by The Travelers Fund UL for Variable Life Insurance, a separate account of The
Travelers.



                                     -40-

<PAGE>   43



             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

5.  FINANCIAL HIGHLIGHTS*
    (Selected data for a share outstanding
     throughout each period.)

<TABLE>
<CAPTION>
                                                            SIX
                                                           MONTHS
                                                            ENDED                   FOR THE YEARS ENDED DECEMBER 31,
                                                           JUNE 30,           (DERIVED FROM AUDITED FINANCIAL INFORMATION)
                                                           ---------      -----------------------------------------------------
                                                             1995         1994         1993        1992       1991      1990
                                                             ----         ----         ----        ----       ----      ----
<S>                                                        <C>          <C>         <C>         <C>        <C>        <C>
PER SHARE DATA:
Net asset value, beginning of period.................      $   1.00     $    1.00   $    1.00   $   1.00   $   1.00   $   1.00

     Income from operations..........................        0.0205        0.0278      0.0214     0.0322     0.0650     0.0744
     Less distributions from net investment income...       (0.0205)      (0.0278)    (0.0214)    (0.032)   (0.0650)   (0.0744)
                                                           --------     ---------   ---------   --------   --------   -------- 
Net asset value, end of period (unchanged during  
  the period)........................................      $   1.00     $    1.00   $    1.00   $   1.00   $   1.00   $   1.00
                                                           ========     =========   =========   ========   ========   ======== 

TOTAL RETURN**                                                 2.05%         2.78%       2.14%      3.22%      6.50%      7.44%

RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period (thousands).............        $1,485        $1,203        $647       $697       $690       $619
   Ratio of expenses to average net assets ***.......          1.25%#        1.25%       0.94%      0.38%      0.38%      0.08%
</TABLE>

    * The information set forth in Note 5 replaces the data presented in prior
      periods as supplementary information.

   ** Total return is determined after reflecting the reinvestment of dividends
      declared during the period, by dividing net investment income by average
      net assets. As described in Note 1, shares in Fund CI are only sold to
      The Travelers separate accounts in connection with the issuance of
      variable life insurance contracts. The total return does not reflect the
      deduction of any contract charges or fees assessed by The Travelers
      separate accounts. For periods of less than one year, total returns are
      not annualized. Prior period amounts have been reclassified to conform to
      the current period's presentation.

 ***  The ratio of expenses to average net assets for 1990 and later periods
      reflects an expense reimbursement by The Travelers in connection with
      voluntary expense limitations, including those described in Note 3.
      Without the expense reimbursement, the ratios of expenses to average net
      assets would have been 7.39% annualized for the six months ended June 30,
      1995 and 6.40%, 8.47%, 7.70%, 11.61% and 20.99% for the years ended
      December 31, 1994, 1993, 1992, 1991, and 1990, respectively.

   #  Annualized.



                                     -41-

<PAGE>   44


                               CASH INCOME TRUST

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995






<TABLE>
<CAPTION>
                                                   PRINCIPAL        MARKET
                                                    AMOUNT          VALUE
                                                  ----------      ----------
<S>                                               <C>             <C>
SHORT-TERM INVESTMENTS (100%)

  U.S. GOVERNMENT SECURITIES (100%)
   United States of America Treasury,
      5.37% due August 31, 1995 ............      $  300,000      $  296,882
   United States of America Treasury,
      5.38% due September 28, 1995 .........         200,000         197,060
   United States of America Treasury,
      5.37% due September 28, 1995 .........         300,000         295,635
   United States of America Treasury,
      5.39% due August 31, 1995 ............         200,000         197,891
   United States of America Treasury,
      5.39% due October 26, 1995 ...........         300,000         294,290
   United States of America Treasury,
      5.42% due September 21, 1995 .........         200,000         197,325
                                                                  ----------

  TOTAL INVESTMENTS (100%)
      (COST $1,479,331) ....................                      $1,479,083
                                                                  ==========
</TABLE>




                       See Notes to Financial Statements


                                     -42-
<PAGE>   45
                           THE TRAVELERS SERIES TRUST

                                U.S. GOVERNMENT
                              SECURITIES PORTFOLIO

The rally that began in November continued through the first half of 1995.
Yields on U.S. Treasuries between one and ten years rallied 150 basis points or
more, while the bond market lagged, rallying only 126 basis points. The yield
curve steepened, with 2-year to 30-year Treasuries increasing 82 basis points,
while trading in a range of 65 to 100 basis points over the month. The
five-year part of the yield curve was the best performer on a
duration-adjusted basis, as investors bought this issue heavily to adjust
portfolio durations. Mortgage-backed securities lagged behind government bonds
of similar duration as yield volatility rose and fears of the next refinancing
wave prompted the investment community to shy away from this sector. During the
first half of the year, the Lehman Mortgage Index returned 10.7% versus the
11.8% return for the Lehman/Government Corporate Bond Index.

The six-month return for the portfolio exceeded the return of its
benchmark for the same time period. The portfolio duration was only marginally
longer than the benchmark, with a duration that was 3-5% longer. Asset
selection in the mortgage portfolio also contributed to performance, as the
portfolio held discount pass throughs with 6.0% and 6.5% coupons and well
structured, low coupon Planned Amortization Class Collateralized Mortgage
Obligations that were well-insulated from prepayment fears.

As the market has repriced the mortgage landscape, we are selectively
looking at reducing high-call protected securities as they have have already
experienced increases in value. Agency debentures that offer incremental value
versus U.S. Treasuries are attractive as bullet substitutes. The portfolio
duration will be kept close to neutral as we believe that the bulk of the rally
has already passed.

                                      -43-
<PAGE>   46
                           THE TRAVELERS SERIES TRUST
                      U.S. GOVERNMENT SECURITIES PORTFOLIO

                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995

<TABLE>
<S>                                                                                            <C>
ASSETS:
   Investment securities, at market value (identified cost $25,537,392)....................    $    26,150,610
   Interest receivable.....................................................................            257,639 
                                                                                              -----------------

          Total Assets.....................................................................         26,408,249 
                                                                                              -----------------

LIABILITIES:
   Cash overdraft..........................................................................             50,440
   Payable for investment management and advisory fees.....................................                944
   Accrued expenses........................................................................             26,543 
                                                                                              -----------------

          Total Liabilities................................................................             77,927 
                                                                                              -----------------

NET ASSETS:................................................................................    $    26,330,322 
                                                                                              =================

NET ASSETS REPRESENTED BY:
   Paid-in capital.........................................................................    $    25,185,672
   Undistributed net investment income.....................................................            766,264
   Accumulated net realized gains (losses) on investment security transactions.............           (234,832)
   Net unrealized appreciation on investment securities....................................            613,218 
                                                                                              -----------------

          Total net assets (applicable to 2,287,809 shares outstanding at $11.51 per
            share) ........................................................................    $    26,330,322 
                                                                                              =================
</TABLE>

                       See Notes to Financial Statements

                                      -44-

<PAGE>   47
                           THE TRAVELERS SERIES TRUST
                      U.S. GOVERNMENT SECURITIES PORTFOLIO

                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995

<TABLE>
<S>                                                                            <C>                 <C>
INVESTMENT INCOME:
   Interest.............................................................                           $        853,096

EXPENSES:
   Investment management and advisory fees..............................       $         41,756
   Accounting and audit fees............................................                 32,945
   Custodian fees.......................................................                  4,463
   Printing and postage.................................................                  5,490
   Trustees' fees.......................................................                  1,360
   Registration fees....................................................                    818 
                                                                              ------------------

       Total expenses...................................................                                     86,832 
                                                                                                  ------------------

          Net investment income.........................................                                    766,264 
                                                                                                  ------------------

REALIZED LOSS AND CHANGE IN UNREALIZED GAIN (LOSS) ON
       INVESTMENT SECURITIES:

   Realized loss from investment security transactions:
       Proceeds from investment securities sold.........................              4,282,991
       Cost of investment securities sold...............................              4,304,604 
                                                                              ------------------

          Net realized loss.............................................                                    (21,613)

   Change in unrealized gain (loss) on investment securities:
       Unrealized loss at December 31, 1994.............................             (2,374,647)
       Unrealized gain at June 30, 1995.................................                613,218 
                                                                              ------------------

          Net change in unrealized gain (loss) for the period...........                                  2,987,865 
                                                                                                  ------------------
              Net realized loss and change in unrealized gain (loss)....                                  2,966,252 
                                                                                                  ------------------

   Net increase in net assets resulting from operations.................                           $      3,732,516 
                                                                                                  ==================
</TABLE>


                       See Notes to Financial Statements


                                      -45-
<PAGE>   48
                           THE TRAVELERS SERIES TRUST
                      U.S. GOVERNMENT SECURITIES PORTFOLIO

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                    SIX MONTHS
                                                                                      ENDED           YEAR ENDED
                                                                                     JUNE 30,        DECEMBER 31,
                                                                                       1995              1994
                                                                                       ----              ----
                                                                                   (UNAUDITED)
<S>                                                                               <C>               <C>
OPERATIONS:
   Net investment income....................................................      $      766,264    $    1,418,225
   Net realized loss from investment security transactions..................             (21,613)         (211,271)
   Net change in unrealized gain (loss) on investment securities............           2,987,865        (2,752,337)
                                                                                  ---------------   ---------------

       Net increase (decrease) in net assets resulting from operations......           3,732,516        (1,545,383)
                                                                                  ---------------   ---------------

DISTRIBUTION TO SHAREHOLDERS FROM:
   Net investment income and net short-term realized gains from
      investment security transactions......................................          (1,404,917)         (883,624)
   Net long-term realized gains from investment security transactions.......                   -           (63,504)
                                                                                  ---------------   ---------------
          Total distribution to shareholders................................          (1,404,917)         (947,128)
                                                                                  ---------------   ---------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold................................................           2,564,994         7,137,525
   Dividend reinvestment....................................................           1,404,917           947,128
   Payments for shares redeemed.............................................          (4,489,353)       (6,590,182)
                                                                                  ---------------   ---------------

       Net increase (decrease) in net assets resulting from
            capital share transactions......................................            (519,442)        1,494,471 
                                                                                  ---------------   ---------------

          Net increase (decrease) in net assets.............................           1,808,157          (998,040)

NET ASSETS:
   Beginning of period......................................................          24,522,165        25,520,205 
                                                                                  ---------------   ---------------

   End of period (including undistributed net investment income as follows:
            June, 1995 $766,264 and December, 1994 $1,418,225)..............      $   26,330,322    $   24,522,165 
                                                                                  ===============   ===============
</TABLE>

                       See Notes to Financial Statements


                                      -46-
<PAGE>   49
                           THE TRAVELERS SERIES TRUST
                      U.S. GOVERNMENT SECURITIES PORTFOLIO

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995

<TABLE>
<CAPTION>
                                                       PRINCIPAL       MARKET
                                                        AMOUNT          VALUE   
                                                      ----------    ------------
<S>                                                 <C>            <C>
BONDS (51.8%)

    COLLATERALIZED MORTGAGE
      OBLIGATIONS (51.8%)
      Federal Farm Credit Banks,
         5.93% Notes, 2003 .....................    $  1,000,000     $   968,280
      Federal Home Loan Mortgage Corp.,
         6.50% Pass Through, 2024 ..............       2,539,005       2,445,379
      Federal Home Loan Mortgage Corp.,
         5.50% Pass Through, 2010 ..............       1,095,770       1,015,821
      Federal Home Loan Mortgage Corp.,
         6.25% Pass Through, 2023 ..............       1,000,000         955,739
      Federal Home Loan Mortgage Corp.,
         7.00% Pass Through, 2007 ..............       1,000,000       1,004,849
      Federal Housing Authority 236,
         7.79% Pass Through, 2013 (B) ..........         967,819         993,446
      Federal Housing Authority 236,
         7.28% Pass Through, 2018 (B) ..........         937,280         944,104
      FNMA Remic Trust 1993-05,
         7.50% Pass Through, 2008 ..............       1,000,000       1,032,689
      FNMA Remic Trust 1993-13,
         6.50% Pass Through, 2000 ..............       1,163,296       1,122,975
      FNMA Remic Trust 1994-22,
         5.00% Pass Through, 2023 ..............       1,000,000         873,239
      Guaranteed Export Certificate 1994-A,
         7.12% Sinking Fund, 2006 ..............         945,118         975,710
      Vendee Mortgage Trust 1992-1,
         7.75% Pass Through, 2005 ..............         200,000         206,688
      Vendee Mortgage Trust 1993-3,
         6.50% Pass Through, 2020 ..............       1,120,128       1,006,715
                                                                   -------------

     TOTAL BONDS
         (COST $13,302,328) ....................                      13,545,634
                                                                   -------------

U.S. GOVERNMENT AGENCY
  SECURITIES (5.9%)

      GNMA 30-Year Single Family,
         6.00% Pass Through, 2024 ..............       1,514,635       1,417,602
      GNMA 30-Year Single Family,
         9.00% Pass Through, 2016 ..............          33,513          35,231
      GNMA 30-Year Single Family,
         9.00% Pass Through, 2019 ..............          77,688          81,669
                                                                   -------------

    TOTAL U.S. GOVERNMENT
         AGENCY SECURITIES
         (COST $1,428,796) .....................                       1,534,502
                                                                   -------------

 U.S. GOVERNMENT SECURITIES (38.5%)

      United States of America Treasury,
         0.00% Bonds, 2010                             4,500,000       1,674,801
      United States of America Treasury,
         7.25% Bonds, 2016                             3,850,000       4,100,250
      United States of America Treasury,
         7.25% Bonds, 2022                             3,000,000       3,205,308
      United States of America Treasury,
         7.875% Bonds, 2021                              960,000       1,093,499
                                                                   -------------

    TOTAL U.S. GOVERNMENT
       SECURITIES
       (COST $9,809,579 )                                             10,073,858
                                                                   -------------

 SHORT-TERM INVESTMENTS (3.8%)

     COMMERCIAL PAPER (3.8%)
      Manitoba Hydro Electric Board,
         5.97% due July 12, 1995                       1,000,000         996,616
                                                                   -------------

     TOTAL SHORT-TERM INVESTMENTS
         (COST $996,689)                                                 996,616
                                                                   -------------

     TOTAL INVESTMENTS (100%)
         (COST $25,537,392) (A)                                    $  26,150,610
                                                                   =============
</TABLE>



    NOTES

    (A) At June 30, 1995, net unrealized appreciation for all securities was
        $613,218. This consisted of aggregate gross unrealized appreciation for
        all securities in which there was an excess of market value over cost of
        $915,207 and aggregate gross unrealized depreciation for all securities
        in which there was an excess of cost over market value of $301,989.

    (B) Management Priced Security.


                       See Notes to Financial Statements.



                                      -47-
<PAGE>   50
                           THE TRAVELERS SERIES TRUST

                                SOCIAL AWARENESS
                                STOCK PORTFOLIO

The Social Awareness Stock Portfolio's investment objective is long-term
capital appreciation and retention of net investment income. The Portfolio seeks
to fulfill this objective by selecting investments, primarily common stocks,
that meet certain social criteria.

During the first quarter of 1995, performance was helped by two holdings in the
Technology sector: Applied Materials, a semiconductor equipment manufacturer,
and Digital Equipment, a data processing equipment manufacturer. Within the
Consumer Discretionary sector, holdings in Walt Disney, the theme park and film
giant, and Alco Standard, a paper and office equipment distributor, also
contributed to the Portfolio's performance. In the Materials and Processing
sector, the Portfolio benefited from an overweighting in Stone Container, a
paper product manufacturer, due to rapidly rising paper prices. In the Producer
Durables sector, improving sales growth and cost cutting helped both John Deere
and McDonnell Douglas.

On May 1, 1995, Smith Barney Mutual Funds Management Inc. assumed management
responsibilities for the Portfolio from The Travelers Investment Management
Company. Since that time, we have been refining the Portfolio's holdings to
achieve a portfolio which is consistent with the social concerns of the
majority of ethical investors. We have broadened our screens to include
environmental problems and nuclear power while tightening the Portfolio's
existing screens for weapons production. In addition to these areas, our screen
will exclude so-called "sin stocks." These are companies that are involved with
either tobacco products, alcoholic beverages, or gambling. We also try to be
supportive in our stock selection by investing in companies that actively
promote social and environmental well-being through such areas as charitable
giving, environmental problem-solving and innovative employee benefits and
programs.

In selecting stocks for the Portfolio, we follow a value-oriented discipline.
Our investment style is designed to provide investors with long-term growth of
principal while adhering to these selected socially responsible criteria. To
achieve these goals, we utilize various proprietary, quantitative measures in
addition to intensive company-level qualitative research. Once these stocks
have been identified as potentially good investments, we then subject
them to the social screening process. In our opinion, this approach is somewhat
unique among socially responsible investors, and we believe that it will
contribute to the Portfolio's performance going forward.


                                      -48-
<PAGE>   51
                           THE TRAVELERS SERIES TRUST
                        SOCIAL AWARENESS STOCK PORTFOLIO

                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995

<TABLE>
<S>                                                                                            <C>
ASSETS:
   Investment securities, at market value (identified cost $5,524,500).....................    $     6,197,378
   Cash....................................................................................              3,643
   Receivables:
       Dividends...........................................................................              5,809
       Interest............................................................................                 48
       Receivable from The Travelers ......................................................             31,423 
                                                                                              -----------------

          Total Assets.....................................................................          6,238,301 
                                                                                              -----------------

LIABILITIES:
   Payable for investment management and advisory fees.....................................                437
   Accrued expenses:
       Reimbursable expenses...............................................................             31,423
       Other expenses......................................................................              7,749 
                                                                                              -----------------

          Total Liabilities................................................................             39,609 
                                                                                              -----------------

NET ASSETS:................................................................................    $     6,198,692 
                                                                                              -----------------

NET ASSETS REPRESENTED BY:
   Paid-in capital.........................................................................    $     5,332,491
   Undistributed net investment income.....................................................             31,538
   Accumulated net realized gains (losses) on investment security transactions.............            161,785
   Net unrealized appreciation on investment securities....................................            672,878 
                                                                                              -----------------

          Total net assets (applicable to 482,035 shares outstanding at $12.86 per share)..    $     6,198,692 
                                                                                              =================
</TABLE>


                       See Notes to Financial Statements

                                      -49-
<PAGE>   52
                           THE TRAVELERS SERIES TRUST
                        SOCIAL AWARENESS STOCK PORTFOLIO

                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995

<TABLE>
<S>                                                                            <C>                 <C>     
INVESTMENT INCOME:
   Dividends............................................................       $         50,999
   Interest.............................................................                 11,564 
                                                                              ------------------
       Total income.....................................................                           $         62,563

EXPENSES:
   Investment management and advisory fees..............................                 16,250
   Accounting and audit fees............................................                 33,406
   Custodian fees.......................................................                  4,963
   Printing and postage.................................................                  6,230
   Trustees' fees.......................................................                  1,361
   Registration fees....................................................                    238 
                                                                              ------------------


       Total expenses before reimbursement from The Travelers...........                 62,448
   Less: Reimbursement from The Travelers...............................                (31,423)
                                                                              ------------------
       Net expenses.....................................................                                     31,025 
                                                                                                  ------------------

          Net investment income.........................................                                     31,538 
                                                                                                  ------------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN (LOSS) ON
       INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
       Proceeds from investment securities sold.........................              2,415,606
       Cost of investment securities sold...............................              2,235,035 
                                                                              ------------------

          Net realized gain.............................................                                    180,571

   Change in unrealized gain (loss) on investment securities:
       Unrealized loss at December 31, 1994.............................                (26,432)
       Unrealized gain at June 30, 1995.................................                672,878 
                                                                              ------------------

          Net change in unrealized gain (loss) for the period...........                                    699,310 
                                                                                                  ------------------

              Net realized gain and change in unrealized gain (loss)....                                    879,881 
                                                                                                  ------------------

   Net increase in net assets resulting from operations.................                           $        911,419 
                                                                                                  ==================
</TABLE>


                       See Notes to Financial Statements

                                      -50-
<PAGE>   53
                           THE TRAVELERS SERIES TRUST
                        SOCIAL AWARENESS STOCK PORTFOLIO

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                    SIX MONTHS
                                                                                      ENDED           YEAR ENDED
                                                                                     JUNE 30,        DECEMBER 31,
                                                                                       1995              1994
                                                                                       ----              ----
                                                                                   (UNAUDITED)
<S>                                                                               <C>               <C>
OPERATIONS:
   Net investment income....................................................      $       31,538    $       51,650
   Net realized gain from investment security transactions..................             180,571            50,675
   Net change in unrealized gain (loss) on investment securities............             699,310          (195,236)
                                                                                  ---------------   ---------------

       Net increase (decrease) in net assets resulting from operations......             911,419           (92,911)
                                                                                  ---------------   ---------------

DISTRIBUTION TO SHAREHOLDERS FROM:
   Net investment income and net short-term realized gains from
       investment security transactions.....................................             (51,494)          (70,411)
   Net long-term realized gains from investment security transactions.......             (68,327)          (17,258)
                                                                                  ---------------   ---------------
       Total distribution to shareholders...................................            (119,821)          (87,669)
                                                                                  ---------------   ---------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold................................................           1,583,813         1,378,970
   Dividend reinvestment....................................................             119,821            87,669
   Payments for shares redeemed.............................................            (175,811)         (768,126)
                                                                                  ---------------   ---------------

       Net increase in net assets resulting from capital share transactions.           1,527,823           698,513 
                                                                                  ---------------   ---------------

          Net increase in net assets........................................           2,319,421           517,933

NET ASSETS:
   Beginning of period......................................................           3,879,271         3,361,338 
                                                                                  ---------------   ---------------

   End of period (including undistributed net investment income as follows:
        June, 1995 $31,538 and December, 1994 $51,650)......................      $    6,198,692    $    3,879,271 
                                                                                  ===============   ===============
</TABLE>
                       See Notes to Financial Statements

                                      -51-
<PAGE>   54
                           THE TRAVELERS SERIES TRUST
                        SOCIAL AWARENESS STOCK PORTFOLIO

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995


<TABLE>
<CAPTION>
                                           NO. OF        MARKET
                                           SHARES         VALUE   
                                         ---------    ------------
<S>                                         <C>      <C>
COMMON STOCKS (95.2%)

    AMUSEMENTS (1.1%)
      Walt Disney Co.                       1,200    $      66,750
                                                     -------------

    BANKING (7.4%)
      Banc One Corp.                        1,200          38,700
      Bank of Boston Corp.                    500          18,750
      Barnett Banks, Inc.                     200          10,250
      Chase Manhattan Corp.                   300          14,100
      Citicorp                              1,000          57,875
      First Interstate Bancorp                200          16,050
      First Union Corp.                       600          27,150
      Mellon Bank Corp.                       300          12,487
      MBNA Corp.                              650          21,938
      NationsBank Corp.                       800          42,900
      Norwest Corp.                           900          25,875
      NBD Bancorp, Inc.                       500          16,000
      State Street Boston Corp.             3,400         125,375
      U.S. Bancorp                            600          14,438
      Wells Fargo & Co.                       100          18,025 
                                                     -------------
                                                          459,913 
                                                     -------------
    CHEMICALS, PHARMACEUTICALS AND
     ALLIED PRODUCTS (12.5%)
      Abbott Laboratories                   1,700          68,850
      Air Products & Chemicals, Inc.          200          11,150
      Allergan, Inc.                          500          13,563
      Amgen (A)                               300          24,113
      Bristol-Myers Squibb Co.              1,100          74,937
      Eli Lilly & Co.                         600          47,100
      Forest Labs, Inc. (A)                   100           4,437
      Georgia Gulf Corp.                      500          16,313
      International Flavors & Fragrances      300          14,925
      Johnson & Johnson                     1,100          74,388
      Merck & Co., Inc.                     2,100         102,900
      Pfizer, Inc.                            600          55,425
      Praxair, Inc.                         5,000         125,000
      Procter & Gamble Co.                  1,200          86,250
      Schering-Plough Corp.                 1,200          52,950 
                                                     -------------
                                                          772,301 
                                                     -------------
    COMMUNICATION (8.2%)
      Airtouch Communications (A)             500          14,250
      Ameritech Corp.                       1,400          61,600
      Bell Atlantic Corp.                     800          44,800
      Bellsouth Corp.                         900          57,150
      Capital Cities ABC, Inc.                400          43,200
      CBS, Inc.                               300          20,100
      MCI Communications Corp.              1,000          21,938
      NYNEX Corp.                             700          28,175
      Pacific Telesis Group                   500          13,375
      Sprint Corp.                            800          26,900
      SBC Communications, Inc.              2,500         119,063
      Tele-Communications, Inc. (A)         1,700          39,844
      U.S. West, Inc.                         500          20,812 
                                                     -------------
                                                          511,207 
                                                     -------------
    ELECTRICAL AND ELECTRONIC
     MACHINERY (2.4%)
      Advanced Micro Device                    500         18,187
      AMP, Inc.                                500         21,125
      DSC Communications, Inc. (A)             200          9,313
      Intel Corp.                            1,600        101,300 
                                                     -------------
                                                          149,925 
                                                     -------------
    FINANCE (3.4%)
      American Express Co.                   1,200         42,150
      Dean Witter Discover & Co.               600         28,200
      Federal Home Loan Corp.                  800         55,000
      Federal National Mortgage Assoc.         500         47,188
      Green Tree Financial Corp.               300         13,313
      Merrill Lynch & Co., Inc.                500         26,250 
                                                     -------------
                                                          212,101 
                                                     -------------
    FOOD (6.6%)
      Campbell Soup Co.                        300         14,700
      Coca-Cola Co.                          2,300        146,625
      General Mills, Inc.                      100          5,138
      Hershey Foods Corp.                      100          5,525
      Kellogg Co.                              500         35,687
      McDonalds Corp.                        1,200         46,950
      PepsiCo, Inc.                          1,400         63,875
      Unilever NV                              200         26,025
      Wendy's International, Inc.            3,400         60,775 
                                                     -------------
                                                          405,300 
                                                     -------------
    INSURANCE (3.4%)
      Aetna Life & Casualty Co.                200         12,575
      American International Group             700         79,800
      Chubb Corp.                              100          8,012
      Health System International, Inc.
       (A)                                     500         14,500
      Jefferson Pilot Corp.                    100          5,475
      Lincoln National Corp.                   300         13,125
      Transamerica Corp.                       300         17,475
      U.S. Healthcare, Inc.                    250          7,688
      United Healthcare Corp.                  600         24,825
      UNUM Corp.                               200          9,375
      USF&G Corp.                            1,100         17,875 
                                                     -------------
                                                          210,725 
                                                     -------------
    MACHINERY (10.8%)
      Apple Computers, Inc.                    400         18,600
      Applied Materials (A)                    400         34,600
      Cabletron System, Inc. (A)               300         15,975
      Compaq Computer Corp. (A)                700         31,762
      Deere & Co.                              200         17,125
      Digital Equipment Corp. (A)              700         28,525
      EMC Corp. (A)                          5,200        126,100
      International Business Machines
       Corp.                                 1,100        105,600
      Pitney Bowes, Inc.                       700         26,862
      Sun Microsystems (A)                     300         14,569
      Varity Corp. (A)                       2,800        123,200
      York International, Inc.               2,800        126,000 
                                                     -------------
                                                          668,918 
                                                     -------------
    METAL PRODUCTS (5.6%)
      Belden, Inc.                           2,400         64,800
      Birmingham Steel Corp.                 5,400         99,900
      Gillette Co.                             800         35,700
      Newell Company                         5,000        122,500
      Nucor Corp.                              500         26,750 
                                                     -------------
                                                          349,650 
                                                     -------------
</TABLE>


                                      -52-
<PAGE>   55
                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED

<TABLE>
<CAPTION>
                                           NO. OF        MARKET
                                           SHARES        VALUE    
                                         ---------   -------------
    <S>                                     <C>      <C>
    MISCELLANEOUS MANUFACTURING (7.4%)
      Beckman Instruments, Inc.               500    $     13,937
      Callaway Golf Co.                       500           7,500
      Dentsply International, Inc.          3,300         119,006
      Emerson Electric Co.                    500          35,750
      Medtronics, Inc.                        300          23,137
      Stryker Corp.                         3,100         118,575
      Xerox Corp.                           1,200         140,700 
                                                     -------------
                                                          458,605 
                                                     -------------
    OIL & GAS (0.1%)
      Anadarko Petroleum                      200           8,625 
                                                     -------------

    PAPER AND ALLIED PRODUCTS (0.7%)
      Kimberly Clark Corp.                    300          17,962
      Mead Corp.                              300          17,812
      Temple Inland, Inc.                     200           9,525 
                                                     -------------
                                                           45,299 
                                                     -------------
    PETROLEUM REFINING AND RELATED
       INDUSTRIES (0.2%)
      Sun Co., Inc.                           500          13,688 
                                                     -------------

    PRINTING, PUBLISHING AND
       ALLIED INDUSTRIES (1.4%)
      A.H. Belo                               600          18,375
      Dow Jones & Co., Inc.                   200           7,375
      Time Warner, Inc.                       700          28,788
      Tribune Co.                             500          30,688 
                                                     -------------
                                                           85,226 
                                                     -------------
    RETAIL (8.3%)
      Albertsons, Inc.                        500          14,875
      Home Depot, Inc.                      2,900         117,813
      Kroger Co. (A)                        2,200          59,125
      May Department Stores                 1,500          62,437
      Office Depot, Inc. (A)                  600          16,875
      Pep Boys Manny, Moe & Jack            4,000         107,000
      Tandy Corp.                             200          10,375
      The GAP, Inc.                           300          10,462
      Toys R Us (A)                           600          17,550
      Wal-Mart Stores, Inc.                 3,500          93,625 
                                                     -------------
                                                          510,137 
                                                     -------------
    RUBBER AND PLASTIC PRODUCTS (0.6%)
      Nike, Inc.                              200          16,800
      Reebok International, Ltd.              600          20,400 
                                                     -------------
                                                           37,200 
                                                     -------------
    SERVICES (6.8%)
      Columbia/HCA Healthcare Corp.         2,500         108,125
      Computer Associates International       300          20,325
      Dun & Bradstreet Corp.                  200          10,500
      Microsoft (A)                         1,100          99,481
      Novell, Inc. (A)                      1,100          21,931
      Olsten Corp.                          3,600         117,900
      Omnicom Group, Inc.                     300          18,187
      Oracle Systems Corp. (A)                700          26,994 
                                                     -------------
                                                          423,443 
                                                     -------------

    TRANSPORTATION (1.5%)
      Consolidated Freightways (A)            500          11,062
      Norfolk Southern Corp.                  900          60,637
      Southwest Airlines                      800          19,100 
                                                     -------------
                                                           90,799 
                                                     -------------
    TRANSPORTATION MANUFACTURING (4.0%)
      Fleetwood Enterprises, Inc.           5,800         114,550
      PACCAR, Inc.                            345          16,129
      Superior Industries                   3,800         118,275 
                                                     -------------
                                                          248,954 
                                                     -------------
    UTILITIES (2.4%)
      Cinergy Corp.                           300           7,875
      Enron Corp.                           3,300         115,912
      Pacific Enterprises                     200           4,900
      Portland General Electric Co.           600          13,275
      Wheelabrator Technologies, Inc.         500           7,688 
                                                     -------------
                                                          149,650 
                                                     -------------
    WHOLESALE TRADE (0.4%)
      Alco Standard Corp.                     300          23,962 
                                                     -------------

    TOTAL COMMON STOCKS
      (COST $5,229,500)                                 5,902,378 
                                                     -------------
</TABLE>

<TABLE>
<CAPTION>
                                          PRINCIPAL
                                           AMOUNT 
                                         ---------
<S>                                      <C>         <C>
SHORT-TERM INVESTMENTS (4.8%)

     REPURCHASE AGREEMENTS (4.8%)
      Barclays Bank PLC
         5.90% Repurchase Agreement
         dated June 30, 1995, due
         July 3, 1995, collateralized
         by: United States of America
         Treasury, $295,000,
         7.75% due January 31, 2000      $295,000         295,000 
                                                     -------------

    TOTAL SHORT-TERM INVESTMENTS
         (COST $295,000)                                  295,000 
                                                     -------------

    TOTAL INVESTMENTS (100%)
         (COST $5,524,500) (B)                       $  6,197,378 
                                                     =============
</TABLE>

    NOTES

    (A)  Non-income Producing Security.

    (B) At June 30, 1995, net unrealized appreciation for all securities was
        $672,878. This consisted of aggregate gross unrealized appreciation for
        all securities in which there was an excess of market value over cost of
        $721,172 and aggregate gross unrealized depreciation for all securities
        in which there was an excess of cost over market value of $48,294.



                                      -53-
<PAGE>   56
                           THE TRAVELERS SERIES TRUST
                              UTILITIES PORTFOLIO

Electric utility stocks and bonds continued to provide investors with positive
investment returns for the first half of 1995. The primary catalyst for the
rally was the decline in long-term interest rates reflecting slower economic
growth and controlled inflation. The yield on the long-term (30-year) Treasury
bond declined to approximately 6.5% on June 30, 1995 from 7.4% at the end of
the first quarter. The evolution toward a more competitive utility
industry continues to influence the price levels of electric utility stocks.
This is reflected in the yield spread between the average utility stock and
long-term Treasury bonds. Currently, this spread is approximately 20 basis
points compared to historical averages of approximately 100 basis points. This
narrow yield spread reflects slower earnings and dividend growth as companies
focus on reducing utility rates to remain competitive. In our opinion, the
narrow yield spread makes utility stocks an attractive alternative to bonds for
investors seeking current income.

We continue to favor electric utility stocks and bonds as a balance to a
diversified investment portfolio. The high current income and reduced
volatility make this sector attractive for a wide variety of investment
strategies. The evolutionary changes occurring within the industry stress the
importance of individual stock selection and diversification to avoid
unnecessary risk exposure.

The financial markets have continued to segment the electric utility sector.
Those companies with lower cost structures and more defined growth
opportunities have a higher relative valuation compared with the higher
cost companies with higher dividend payout ratios and limited growth
opportunities. Our portfolio strategy focuses on attractive relative valuations
to provide a combination of current income and long-term growth.

The Travelers Series Trust Utilities Portfolio is comprised of 74% equities,
14% fixed-income securities and 12% cash. We have gradually reduced our cash
position during the quarter while increasing our equity and fixed-income
holdings. We have continued to maintain our disciplined investment strategy and
the selection of holdings based on attractive relative valuations. The rapid
increase in utility stock prices since the beginning of the year has caused us
to slow our rate of investment and maintain a cash position we will use to take
advantage of opportunities provided by market corrections. During the quarter,
we have added to or initiated positions in: Baltimore Gas and Electric, General
Public Utilities, Houston Industries, New York State Electric and Gas, Public
Service Enterprises, Pinnacle West, Southern Company, Wisconsin Energy, GTE
Corporation, US West, Coastal Corporation and Williams Company. We have sold
our holdings of CMS Energy and Central and Southwest Corporation due to high
relative valuations. We have established our initial holdings of investment
grade utility bonds with the purchase of Arizona Public Service and PECO Energy
debentures.

Utilities provide a basic necessity to our growing domestic economy. The
industry has faced numerous challenges in the past, including the oil embargo
of the 1970's and the major construction cycle of the 1980's, and continued to
grow. The 1990's will be the decade of competition for the electric utility
sector. This reinforces our belief that professional management and
diversification are essential to achieving competitive total returns.


                                      -54-
<PAGE>   57
                           THE TRAVELERS SERIES TRUST
                              UTILITIES PORTFOLIO

                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995

<TABLE>
<S>                                                                                            <C>
ASSETS:
   Investment securities, at market value (identified cost $9,741,734).....................    $     10,348,133
   Receivables:
       Dividends...........................................................................              32,018
       Interest............................................................................              14,013
       Receivable from The Travelers.......................................................              23,452 
                                                                                               -----------------

          Total Assets.....................................................................          10,417,616 
                                                                                               -----------------

LIABILITIES:
   Cash overdraft..........................................................................             159,759
   Payable for investment management and advisory fees.....................................                 729
   Accrued expenses:
       Reimbursable expenses...............................................................              23,452
       Other expenses......................................................................              12,633 
                                                                                               -----------------

          Total Liabilities................................................................             196,573 
                                                                                               -----------------

NET ASSETS:................................................................................    $     10,221,043 
                                                                                               =================

NET ASSETS REPRESENTED BY:
   Paid-in capital.........................................................................    $      9,391,340
   Undistributed net investment income.....................................................             200,059
   Accumulated net realized gains (losses) on investment security transactions.............              23,245
   Net unrealized appreciation on investment securities....................................             606,399 
                                                                                               -----------------

          Total net assets (applicable to 920,780 shares outstanding at $11.10 per share)..    $     10,221,043 
                                                                                               =================
</TABLE>

                       See Notes to Financial Statements

                                      -55-
<PAGE>   58
                           THE TRAVELERS SERIES TRUST
                              UTILITIES PORTFOLIO

                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995

<TABLE>
<S>                                                                             <C>                 <C>     
INVESTMENT INCOME:
   Dividends............................................................        $       168,492
   Interest.............................................................                 85,170 
                                                                               -----------------
       Total income.....................................................                            $        253,662

EXPENSES:
   Investment management and advisory fees..............................                 28,009
   Accounting and audit fees............................................                 37,110
   Custodian fees.......................................................                  4,992
   Printing and postage.................................................                  5,827
   Trustees' fees.......................................................                    953
   Registration fees....................................................                    419 
                                                                               -----------------

       Total expenses before reimbursement from The Travelers...........                 77,310
   Less: Reimbursement from The Travelers...............................                (23,452)
                                                                               -----------------
       Net expenses.....................................................                                      53,858 
                                                                                                   ------------------

          Net investment income.........................................                                     199,804 
                                                                                                   ------------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN (LOSS) ON
    INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
       Proceeds from investment securities sold.........................                793,042
       Cost of investment securities sold...............................                769,797 
                                                                               -----------------

          Net realized gain.............................................                                      23,245

   Change in unrealized gain (loss) on investment securities:
       Unrealized loss at December 31, 1994.............................                (77,549)
       Unrealized gain at June 30, 1995.................................                606,399 
                                                                               -----------------

          Net change in unrealized gain (loss) for the period...........                                     683,948 
                                                                                                   ------------------

              Net realized gain and change in unrealized gain (loss)....                                     707,193 
                                                                                                   ------------------

   Net increase in net assets resulting from operations.................                            $        906,997 
                                                                                                   ==================
</TABLE>


                       See Notes to Financial Statements

                                      -56-
<PAGE>   59
                           THE TRAVELERS SERIES TRUST
                              UTILITIES PORTFOLIO

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                    SIX MONTHS       FEBRUARY 4, *
                                                                                        ENDED           1994, TO
                                                                                      JUNE 30,        DECEMBER 31,
                                                                                        1995              1994
                                                                                        ----              ----
                                                                                     (UNAUDITED)
<S>                                                                              <C>                <C>
OPERATIONS:
   Net investment income....................................................     $       199,804    $      139,138
   Net realized gain from investment security transactions..................              23,245            11,353
   Net change in unrealized gain (loss) on investment securities............             683,948           (77,549)
                                                                                 ----------------  ----------------

       Net increase in net assets resulting from operations.................             906,997            72,942 
                                                                                 ----------------  ----------------

DISTRIBUTION TO SHAREHOLDERS FROM NET INVESTMENT INCOME AND
   NET SHORT-TERM REALIZED GAINS FROM INVESTMENT SECURITY TRANSACTIONS......            (150,236)                - 
                                                                                 ----------------  ----------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold................................................           4,645,347         7,595,972
   Dividend reinvestment....................................................             150,236                 -
   Payments for shares redeemed.............................................          (1,087,960)       (1,912,255)
                                                                                 ----------------  ----------------

       Net increase in net assets resulting from capital share transactions.           3,707,623         5,683,717 
                                                                                 ----------------  ----------------

          Net increase in net assets........................................           4,464,384         5,756,659

NET ASSETS:

   Beginning of period......................................................           5,756,659                 - 
                                                                                 ----------------  ----------------

   End of period (including undistributed net investment income as follows:
      June, 1995 $199,804 and December, 1994 $139,138)......................     $    10,221,043    $    5,756,659 
                                                                                 ================  ================
</TABLE>


*   Date operations commenced.


                       See Notes to Financial Statements

                                      -57-
<PAGE>   60
                           THE TRAVELERS SERIES TRUST
                              UTILITIES PORTFOLIO

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995


<TABLE>
<CAPTION>
                                          NO. OF         MARKET
                                           SHARES        VALUE    
                                         ---------   -------------
<S>                                    <C>          <C>
COMMON STOCKS (73.5%)

    COMMUNICATION (13.6%)
      Ameritech Corp.                       3,500    $    154,000
      AT&T Corp.                            5,000         265,625
      Bellsouth Corp.                       5,000         317,500
      GTE Corp.                             5,000         170,625
      NYNEX Corp.                           3,500         140,875
      Pacific Telesis Group                 2,500          66,875
      Sprint Corp.                          2,500          84,063
      U.S. West, Inc.                       5,000         208,125 
                                                    --------------
                                                        1,407,688 
                                                    --------------

    UTILITIES (59.9%)
      Allegheny Power System, Inc.          3,500          82,250
      American Electric Power Co.           7,500         263,437
      Baltimore Gas & Electric Co.          7,500         187,500
      Cinergy Corp.                         5,000         131,250
      Coastal Corp.                        10,000         303,750
      Duquesne Light Co.                   12,750         299,625
      DPL, Inc.                            10,000         221,250
      El Paso Natural Gas Co.               5,000         142,500
      Florida Power & Light Co.             7,500         289,687
      General Public Utilities             10,000         297,500
      Houston Industries                    8,000         337,000
      New York State Electric & Gas Co.     7,500         175,312
      NIPSCO Industries, Inc.               6,500         221,000
      Ohio Edison Co.                       5,000         113,125
      Pacific Gas & Electric Co.            5,000         145,000
      Pacificorp                            5,000          93,750
      PECO Energy Co.                       7,500         207,187
      Pinnacle West Capital Corp.          12,000         294,000
      Portland General Electric Co.        10,000         221,250
      Public Service of New Mexico (A)      7,000          99,750
      Public Service Co. of Colorado        7,500         243,750
      Public Service Enterprises Group      5,500         152,625
      Southern Co.                          7,500         167,812
      SCE Corp.                             6,000         102,750
      Tenneco, Inc.                         7,000         322,000
      Texas Utilities Co.                   6,500         223,438
      Unicom Corp.                          7,500         199,688
      Westcoast Energy, Inc.                5,000          73,750
      Western Resources, Inc.               6,500         200,688
      Williams Company                      5,000         174,375
      Wisconsin Energy                      7,500         210,000 
                                                    --------------
                                                        6,196,999 
                                                    --------------
    TOTAL COMMON STOCKS
         (COST $7,070,799)                              7,604,687 
                                                    --------------

BONDS (3.9%)

     UTILITIES (3.9%)
      Arizona Public Service Co.,
         7.25% Bonds, 2023                200,000         185,801
      PECO Energy Co.,
         8.75% Bonds, 2022                200,000         215,707 
                                                    --------------

     TOTAL BONDS
        (COST $376,458)                                   401,508 
                                                    --------------

U.S. GOVERNMENT SECURITIES (10.1%)

      United States of America
       Treasury,
         7.50% Notes, 1996                500,000         512,188
      United States of America
       Treasury,
         7.75% Notes, 1999                500,000         533,750 
                                                    --------------

    TOTAL U.S. GOVERNMENT
    SECURITIES
        (COST $998,477)                                 1,045,938 
                                                    --------------

 SHORT-TERM INVESTMENTS (12.5%)

     REPURCHASE AGREEMENTS (12.5%)
      Barclays Bank PLC
         5.90% Repurchase Agreement
         dated June 30, 1995, due
         July 3, 1995, collateralized
         by: United States of America
         Treasury, $1,296,000,
         7.75% due January 31, 2000     1,296,000       1,296,000 
                                                     -------------

     TOTAL SHORT-TERM INVESTMENTS
         (COST $1,296,000)                              1,296,000 
                                                    --------------

     TOTAL INVESTMENTS (100%)
         (COST $9,741,734) (B)                      $  10,348,133 
                                                    ==============
</TABLE>

    NOTES

    (A)  Non-income Producing Security.

    (B) At June 30, 1995, unrealized appreciation for all securities was
        $606,399. This consisted of aggregate gross unrealized appreciation for
        all securities in which there was an excess of market value over cost of
        $659,817 and aggregate gross unrealized depreciation for all securities
        in which there was an excess of cost over market value of $53,418.


                       See Notes to Financial Statements


                                      -58-
<PAGE>   61
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.  SIGNIFICANT ACCOUNTING POLICIES

The Travelers Series Trust (the "Series Trust") is a Massachusetts business
trust registered under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company. The Declaration of Trust
authorizes the shares of the Series Trust to be divided into two or more
series. As of June 30, 1995, the Series Trust consisted of three series: U.S.
Government Securities Portfolio, Social Awareness Stock Portfolio and
Utilities Portfolio (the "Portfolios"). Shares in each Portfolio are currently
offered, without a sales charge, to separate accounts of The Travelers Insurance
Company ("The Travelers"), an indirect wholly owned subsidiary of Travelers
Group Inc., in connection with the issuance of certain variable annuity and
variable life insurance contracts. 

The following is a summary of significant accounting policies consistently 
followed by each Portfolio in the preparation of its financial statements.

SECURITY VALUATION. Investments in securities traded on a national securities
exchange are valued at the last-reported sale price as of the close of business
of the New York Stock Exchange on the last business day of the period;
securities traded on the over-the-counter market and listed securities with no
reported sales are valued at the mean between the last reported bid and asked
prices or on the basis of quotations received from a reputable broker or other
recognized source. 

When market quotations are not considered to be readily available for
long-term corporate bonds and notes, such investments are generally stated at
fair value on the basis of valuations furnished by a pricing service. These
valuations are determined for normal institutional-size trading units of such
securities using methods based on market transactions for comparable securities
and various relationships between securities which are generally recognized by
institutional traders. Securities, including restricted securities, for pricing
services are not readily available are valued by management at prices which it
deems in good faith to be fair. 

Short-term investments for which a quoted market price is available are
valued at market. Short-term investments for which there is no reliable quoted
market price are valued by computing a market value based upon quotations from
dealers or issuers for securities of a similar type, quality and maturity.

FUTURES CONTRACTS. Each Portfolio may use stock index futures contracts, and
may also use interest rate futures contracts, as a substitute for the purchase
or sale of individual securities. When each Portfolio enters into a futures
contract, it agrees to buy or sell a specified index of stocks, or debt
securities, at a future time for a fixed price, unless the contract is closed
prior to expiration. Each Portfolio is obligated to deposit with a broker an
"initial margin" equivalent to a percentage of the face, or notional value of
the contract. 

It is each Portfolio's practice to hold cash and cash equivalents
(including short-term investments) in an amount at least equal to the notional
value of outstanding purchased futures contracts, less the initial margin.
Generally, futures contracts are closed prior to expiration. 

Futures contracts purchased by each Portfolio are priced and settled
daily; accordingly, changes in daily prices are recorded as realized gains or
losses and no asset is recorded in the Statements of Investments. However, when
each Portfolio holds open futures contracts, it assumes a market risk generally
equivalent to the underlying market risk of changes in the value of the
specified indexes or debt securities associated with the futures contract.

OPTIONS. Each Portfolio may purchase index or individual equity put or call
options, thereby obtaining the right to sell or buy a fixed number of shares of
the underlying asset at the stated price on or before the stated expiration
date. Each Portfolio may sell the options before expiration. Options held in
each Portfolio are listed on either national securities exchanges or on
over-the-counter markets, and are short-term contracts with a duration of less
than nine months. The market value of the options will be the latest sale price
at the close of the New York Stock Exchange, or in the absence of such sale,
the latest bid quotation.


                                      -59-
<PAGE>   62
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

REPURCHASE AGREEMENTS. When each Portfolio enters into a repurchase
agreement (a purchase of securities whereby the seller agrees to repurchase the
securities at a mutually agreed-upon date and price), the repurchase price of
the securities will generally equal the amount paid by each Portfolio plus a
negotiated interest amount. The seller under the repurchase agreement will be
required to provide to each Portfolio securities (collateral) whose market
value, including accrued interest, will be at least equal to 102% of the
repurchase price. Each Portfolio monitors the value of collateral on a daily
basis. Repurchase agreements will be limited to transactions with national banks
and reporting broker dealers believed to present minimal credit risks. Each
Portfolio's custodian will take actual or constructive receipt of all securities
underlying repurchase agreements until such agreements expire.

TAXES. Each Portfolio has qualified, and intends to continue to qualify each
year, as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended. As a regulated investment company, each
Portfolio is relieved of any federal income tax liability by distributing all
of its net taxable investment income and net taxable capital gains, if any,
to its shareholders. Each Portfolio further intends to avoid excise tax
liability by distributing substantially all of its investment income.
Therefore, no federal income tax provision has been made by each Portfolio in
its financial statements. As of December 31, 1994, the U.S. Government
Securities Portfolio had a capital loss carryover of $212,281, which may be
available to offset any future realized taxable capital gains, to the extent
provided by regulations. This amount expires during the year 2002.

OTHER. Security transactions are accounted for on the trade date. Interest
income is recorded on the accrual basis and dividend income is recorded on the
ex-dividend date. Distributions to shareholders are recorded at the close of
business on the record date.

2.  INVESTMENTS

Purchases and sales of securities other than short-term investments aggregated
$4,369,733 and $3,094,098, respectively, for U.S. Government Securities
Portfolio; $3,956,158 and $2,394,489, respectively, for Social Awareness Stock
Portfolio; and $3,816,845 and $793,042, respectively, for Utilities Portfolio
for the six months ended June 30, 1995. Realized gains and losses from security
transactions are reported on an identified cost basis.

Net realized gains (losses) from options transactions in the Social Awareness
Stock Portfolio were $21,118 and ($3,020) for the six months ended June 30,
1995 and the year ended December 31, 1994, respectively. These gains (losses)
are included in the net realized gain from investment security transactions on
both the Statement of Operations and the Statement of Changes in Net Assets.

3.  PORTFOLIO CHARGES

Investment management and advisory fees for U.S. Government Securities
Portfolio are calculated daily at an annual rate of 0.3233% of the Portfolio's
average net assets. These fees are paid to Travelers Asset Management
International Corporation, an indirect wholly owned subsidiary of Travelers
Group Inc.

Investment management and advisory fees for Social Awareness Stock
Portfolio are calculated daily at annual rates which start at 0.65% and
decrease, as net assets increase, to 0.40% of the Portfolio's average net
assets. Prior to May 1, 1995, these fees were paid to The Travelers Investment
Management Company, an indirectly wholly owned subsidary of Travelers Group Inc.
Effective May 1, 1995, these fees are paid to Greenwich Street Advisors, a
division of Smith Barney Mutual Funds Management Inc. ("SBMFM"), an indirect
wholly owned subsidiary of Travelers Group Inc.

Investment management and advisory fees for Utilities Portfolio are calculated
daily at an annual rate of 0.65% of the Portfolio's average net assets. These
fees are paid to Greenwich Street Advisors, a division of SBMFM, an indirect
wholly owned subsidiary of Travelers Group Inc.

Travelers Insurance has agreed to reimburse the Portfolios for the amount by
which each Portfolio's aggregate annualized operating expenses, excluding
brokerage commissions and any interest charges and taxes, exceed 1.25% of each
Portfolio's average net assets. Trustees and officers of the Series Trust, who
are also officers and employees of Travelers Group Inc., or its subsidiaries,
receive no compensation directly from the Series Trust.


                                      -60-
<PAGE>   63
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

4.  SHARES OF BENEFICIAL INTEREST

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest without par value. Transactions in shares of each
Portfolio were as follows:

<TABLE>
<CAPTION>
                                                             U.S. GOVERNMENT SECURITIES PORTFOLIO              
                                                             ------------------------------------
                                                              SIX MONTHS            FOR THE YEAR
                                                                 ENDED                 ENDED
                                                               JUNE 30,             DECEMBER 31, 
                                                             --------------        --------------
                                                                 1995                  1994
                                                                 ----                  ----
<S>                                                             <C>                  <C>
Shares sold...............................................       238,230              655,046
Shares redeemed...........................................      (405,985)            (616,041)
Shares issued in reinvestment of distributions:
   from net investment income and net short-term realized
    gains.................................................       138,279               77,901
   from net long-term realized gains......................             -                5,990 
                                                               ----------           ----------
Net.......................................................       (29,476)             122,896 
                                                               ==========           ==========
</TABLE>

<TABLE>
<CAPTION>
                                                               SOCIAL AWARENESS STOCK PORTFOLIO   
                                                             ------------------------------------
                                                              SIX MONTHS            FOR THE YEAR
                                                                 ENDED                  ENDED
                                                               JUNE 30,             DECEMBER 31, 
                                                             --------------        --------------
                                                                 1995                  1994
                                                                 ----                  ----
<S>                                                               <C>                  <C>
Shares sold...............................................        134,600              122,407
Shares redeemed...........................................        (14,480)             (67,708)
Shares issued in reinvestment of distributions:
   from net investment income and net short-term realized
    gains.................................................          4,774                6,067
   from net long-term realized gains......................          6,139                1,517 
                                                                ----------           ----------
Net.......................................................        131,033               62,283 
                                                                ==========           ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                     UTILITIES PORTFOLIO         
                                                             ------------------------------------
                                                              SIX MONTHS           FEBRUARY 4,*
                                                                 ENDED                  TO
                                                               JUNE 30,            DECEMBER 31,  
                                                             --------------        --------------
                                                                 1995                  1994
                                                                 ----                  ----
<S>                                                             <C>                   <C>
Shares sold...............................................       442,983               754,802
Shares redeemed...........................................      (102,536)             (189,041)
Shares issued in reinvestment of distributions from
   net investment income and net short-term realized gains        14,572                     - 
                                                               ----------            ----------
Net.......................................................       355,019               565,761 
                                                               ==========            ==========
</TABLE>

*     Date operations commenced.

As of June 30, 1995, all outstanding shares of beneficial interest of each
Portfolio were owned by The Travelers Fund U for Variable Annuities, and/or The
Travelers Fund UL for Variable Life Insurance, both of which are separate
accounts of The Travelers.

5.  SUBSEQUENT EVENT

On or about August 21, 1995, three Zero Coupon Bond Portfolios (Series 1998,
2000 and 2005) will be added as additional series of shares under the Series
Trust.

                                      -61-
<PAGE>   64
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

6.  FINANCIAL HIGHLIGHTS*

(Selected data for a share outstanding throughout each period.)

                      U.S. GOVERNMENT SECURITIES PORTFOLIO

<TABLE>
<CAPTION>
                                                                   SIX             FOR THE          JANUARY 24,**
                                                                  MONTHS         YEARS ENDED              TO
                                                                  ENDED         DECEMBER 31,        DECEMBER 31,
                                                                 JUNE 30,  (DERIVED FROM AUDITED FINANCIAL INFORMATION)
                                                                 --------  --------------------------------------------
                                                                   1995        1994       1993         1992
                                                                   ----        ----       ----         ----
 <S>                                                             <C>         <C>       <C>            <C>
 PER SHARE DATA:

 Net asset value, beginning of period.................           $  10.58    $  11.63   $  10.79      $ 10.00

   Income from operations
   Net investment income..............................               0.32        0.60       0.57         0.53
   Net gains or losses on securities (realized and
       unrealized)....................................               1.21       (1.23)      0.44         0.26 
                                                                 ---------   ---------  ---------     --------
       Total from investment operations...............               1.53       (0.63)      1.01         0.79

   Less distributions

   Distributions from net investment income and
       net short-term realized gains..................              (0.60)      (0.39)     (0.17)           -
   Distributions from net long-term realized gains....                  -       (0.03)         -            - 
                                                                 ---------   ---------  ---------     --------
       Total distributions............................              (0.60)      (0.42)     (0.17)           -

 Net asset value, end of period.......................           $  11.51    $  10.58   $  11.63      $ 10.79 
                                                                 =========   =========  =========     ========

 TOTAL RETURN***                                                    15.21%      (5.64)%     9.48%        7.90%

 RATIOS/SUPPLEMENTAL DATA
    Net assets, end of period (thousands).............            $26,330     $24,522    $25,520       $9,017
    Ratio of expenses to average net assets ##........               0.68%#      0.71%      0.58%        0.38%#
    Ratio of net investment income to average net
        assets .......................................               5.96%#      5.56%      5.04%        4.72%#
    Portfolio turnover rate...........................                 13%         16%        51%          25%
</TABLE>

     *  The information set forth in Note 6 replaces the data presented in
        prior periods as supplementary information.

    **  Date operations commenced.

   ***  Total return is determined by dividing the increase (decrease) in value
        of a share during the period, after reflecting the reinvestment of
        dividends declared during the period, by the beginning of period share
        price. As described in Note 1, shares in the U.S. Government Securities
        Portfolio are only sold to The Travelers separate accounts in
        connection with the issuance of variable annuity and variable life
        insurance contracts. The total return does not reflect the deduction of
        any contract charges or fees assessed by The Travelers separate
        accounts. For periods of less than one year, total returns are not
        annualized.

     #  Annualized.
       
    ##  The ratio of expenses to average net assets for 1992-1993 reflects an
        expense reimbursement by The Travelers in connection with voluntary
        expense limitations. Without the expense reimbursement, the ratios of
        expenses to average net assets would have been 0.77% and 0.72% for the
        year ended December 31, 1993 and the period ended December 31, 1992,
        respectively. For the six months ended June 30, 1995 and the year ended
        December 31, 1994, there was no expense reimbursement by The Travelers
        in connection with the voluntary expense limitations described in
        Note 3.

                                      -62-
<PAGE>   65
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

7.  FINANCIAL HIGHLIGHTS*

(Selected data for a share outstanding throughout each period.)

                        SOCIAL AWARENESS STOCK PORTFOLIO

<TABLE>
<CAPTION>
                                                                SIX               FOR THE
                                                               MONTHS           YEARS ENDED       MAY 1,** TO
                                                               ENDED            DECEMBER 31,      DECEMBER 31,
                                                              JUNE 30,   (DERIVED FROM AUDITED FINANCIAL INFORMATION)
                                                              --------   --------------------------------------------
                                                               1995           1994       1993          1992
                                                               ----           ----       ----          ----
<S>                                                           <C>            <C>        <C>           <C>
PER SHARE DATA:

Net asset value, beginning of period.................         $ 11.05        $11.64     $ 10.95       $ 10.00

  Income from operations

  Net investment income..............................            0.08          0.16        0.17          0.16
  Net gains or losses on securities (realized and
      unrealized)....................................            2.05         (0.45)       0.65          0.79 
                                                              --------       -------    --------      --------
      Total from investment operations...............            2.13         (0.29)       0.82          0.95

  Less distribution

  Distribution from net investment income and
      net short-term realized gains..................           (0.14)        (0.24)      (0.13)            -
  Distribution from net long-term realized gains.....           (0.18)        (0.06)          -             - 
                                                              --------       -------    --------      --------
      Total distribution.............................           (0.32)        (0.30)      (0.13)            -


Net asset value,  end of period......................         $ 12.86        $11.05     $ 11.64       $ 10.95 
                                                              ========       =======    ========      ========

TOTAL RETURN***                                                 19.77%        (2.69)%      7.55%         9.50%

RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of period (thousands).............          $6,199        $3,879      $3,361        $1,394
   Ratio of expenses to average net assets ##........            1.25%#        1.25%       1.05%         0.71%#
   Ratio of net investment income to average net
       assets........................................            1.30%#        1.43%       1.50%         2.22%#

   Portfolio turnover rate...........................              51%          137%         60%           56%
</TABLE>

   *  The information set forth in Note 7 replaces the data presented in prior
      periods as supplementary information.

  **  Date operations commenced.

 ***  Total return is determined by dividing the increase (decrease) in value
      of a share during the period, after reflecting the reinvestment of
      dividends declared during the period, by the beginning of period share
      price. As described in Note 1, shares in the Social Awareness Stock
      Portfolio are only sold to The Travelers separate accounts in connection
      with the issuance of variable annuity contracts. The total return does
      not reflect the deduction of any contract charges or fees assessed by The
      Travelers separate accounts. For periods of less than one year, total
      returns are not annualized.

   #  Annualized.

  ##  The ratio of expenses to average net assets for 1992-1995 reflects an
      expense reimbursement by The Travelers in connection with voluntary
      expense limitations. Without the expense reimbursement, the ratios of
      expenses to average net assets would have been 2.49%, annualized for the
      six months ended June 30, 1995 and 3.34%, 3.73% and 2.19% for the years
      ended December 31, 1994, 1993 and the period ended December 31, 1992,
      respectively.

                                      -63-
<PAGE>   66
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

8.  FINANCIAL HIGHLIGHTS

(Selected data for a share outstanding throughout each period.)

                              UTILITIES PORTFOLIO

<TABLE>
<CAPTION>
                                                                                      FEBRUARY 4,*
                                                                                           TO
                                                                                      DECEMBER 31,
                                                                 SIX MONTHS           (DERIVED FROM
                                                                   ENDED            AUDITED FINANCIAL
                                                                 JUNE 30,             INFORMATION)    
                                                              ------------------    ------------------
                                                                     1995                 1994
                                                                     ----                 ----
  <S>                                                            <C>                   <C>
  PER SHARE DATA:

  Net asset value, beginning of period.................          $    10.17            $   10.00

    Income from operations

    Net investment income..............................                0.24                 0.35
    Net gains or losses on securities (realized and
        unrealized)....................................                0.93                (0.18) 
                                                                 -----------          ------------
        Total from investment operations...............                1.17                 0.17

    Less distribution

    Distribution from net investment income and
        net short-term realized gains..................               (0.24)                   -  
                                                                 -----------          ------------
           Total distribution..........................               (0.24)                   -

  Net asset value, end of period.......................          $    11.10            $   10.17  
                                                                 ===========          ============


  TOTAL RETURN**                                                      11.69%                1.70%

  RATIOS/SUPPLEMENTAL DATA:

    Net assets, end of period (thousands)..............             $10,221               $5,757
    Ratio of expenses to average net assets ##.........                1.25%#               1.25%#
    Ratio of net investment income to average net
     assets............................................                4.63%#               3.86%#
    Portfolio turnover rate............................                  11%                  32%
</TABLE>

   *  Date operations commenced.

  **  Total return is determined by dividing the increase (decrease) in value
      of a share during the period, after reflecting the reinvestment of
      dividends declared during the period, by the beginning of period share
      price. As described in Note 1, shares in the Utilities Portfolio are only
      sold to The Travelers separate accounts in connection with the issuance
      of variable annuity and variable life insurance contracts. The total
      return does not reflect the deduction of any contract charges or fees
      assessed by The Travelers separate accounts. For periods of less than one
      year, total returns are not annualized.

   #  Annualized.

  ##  The ratio of expenses to average net assets for 1994-1995 reflects an
      expense reimbursement by The Travelers in connection with voluntary
      expense limitations. Without the expense reimbursement, the ratios of
      expenses to average net assets would have been 1.79% and 3.49% annualized
      for the periods ended June 30, 1995, and December 31, 1994, respectively.

                                      -64-
<PAGE>   67
                              Investment Advisers
                              -------------------
                          (CAPITAL APPRECIATION FUND)

                  THE TRAVELERS INVESTMENT MANAGEMENT COMPANY

                             Hartford, Connecticut


      (MANAGED ASSETS TRUST, HIGH YIELD BOND TRUST, CASH INCOME TRUST AND
                     U.S. GOVERNMENT SECURITIES PORTFOLIO)

              TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION

                             Hartford, Connecticut


           (SOCIAL AWARENESS STOCK PORTFOLIO AND UTILITIES PORTFOLIO)

                   SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.

                               New York, New York



                            Independent Accountants
                            -----------------------
                           COOPERS & LYBRAND, L.L.P.

                             Hartford, Connecticut



                                   Custodian

                         THE CHASE MANHATTAN BANK, N.A.

                               New York, New York


The financial information included herein has been taken from the records of
Managed Assets Trust, High Yield Bond Trust, Capital Appreciation Fund, Cash
Income Trust, U.S. Government Securities Portfolio, Social Awareness Stock
Portfolio and Utilities Portfolio. This financial information has not been
audited by the Funds' independent accountants, who therefore express no opinion
concerning its accuracy. However, it is management's opinion that all proper
adjustments have been made.

This report is prepared for the general information of contract owners and is
not an offer of shares of Managed Assets Trust, High Yield Bond Trust, Capital
Appreciation Fund, Cash Income Trust, U.S. Government Securities Portfolio,
Social Awareness Stock Portfolio or Utilities Portfolio. It should not be used
in connection with any offer except in conjunction with the Prospectuses for
the Variable Annuity and Variable Universal Life Insurance products
offered by The Travelers Insurance Company and the Prospectuses for the
underlying mutual funds, which collectively contain all pertinent information,
including the applicable selling commissions.


                    VG-181 (S/A) (6-95) printed in U.S.A.


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