CASH INCOME TRUST
N-30D, 1996-08-21
Previous: CENTURY INDUSTRIES INC /DC/, 10QSB, 1996-08-21
Next: SIT GROWTH & INCOME FUND INC, PRE 14A, 1996-08-21



<PAGE>   1
                       THE TRAVELERS VARIABLE PRODUCTS
                                    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, 1996
- -------------------------------------------------------------------------------



                          [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. Effective July 1, 1996, Travelers Asset
Managaement International Corporation replaces TIMCO as investment adviser for
Capital Appreciation Fund.

[TAMIC LOGO]

Travelers Asset Management International Corporation ("TAMIC") provides fixed
income management and advisory services for the following Travelers Variable
Products Funds contained in the report: U.S. Government Securities Portfolio,
High Yield Bond Trust, Managed Assets Trust and Cash Income Trust. Effective
July 1, 1996, TAMIC replaces TIMCO as investment adviser for Capital
Appreciation Fund.

[JANUS LOGO]

Janus Capital Corporation ("Janus") is the sub-adviser for 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 mangement and advisory services for the following Travelers
Variable Products Funds contained in this report: Social Awareness Stock
Portfolio and Utilities Portfolio.
<PAGE>   3

    [TRAVELERS LOGO]


    THE TRAVELERS VARIABLE PRODUCTS FUNDS
    INVESTMENT ADVISORY COMMENTARY AS OF JUNE 30, 1996

    ECONOMIC REVIEW AND OUTLOOK

    The economy finished the first half of the year on a strong note. The
    broadest measure of the rate of growth for the U.S. economy, the Gross
    Domestic Product ("GDP"), is expected to be a robust 4% to 4.5% for the
    second quarter. This follows a stronger than expected first quarter GDP of
    2.2%. Numerous economic reports released in the second quarter pointed to
    an accelerating trend. Most notably, consumer spending increased 5.2%
    during the first half of the year, despite high levels of personal debt.
    This appears to have been the key factor in the economy's good first half
    performance. Sales in both the housing and auto sectors were surprisingly
    strong. Employment growth continued, and unemployment declined to 5.3%.
    Business investment also remained strong, with first quarter capital
    spending increasing by approximately 14%. Furthermore, companies maintained
    low inventories, leaving room for future growth as inventories are rebuilt
    to normal levels. Finally, renewed growth was observed in major overseas
    economies, creating an improved outlook for the export sector of the U.S.
    economy.

    This picture of solid economic momentum increases the probability that the
    Federal Reserve Board ("Fed") will shift to a tighter monetary policy and
    raise short-term interest rates before the end of the year. In order to
    maintain wage and price stability, Fed policy is focused on constraining
    economic growth. For investors, the key issue is whether fears of future
    Fed tightening will drive long-term yields toward levels reached during
    1994. It appears to be a foregone conclusion among private analysts that
    current levels of unemployment will cause wage pressures to increase. The
    question remains whether corporations will be able to pass these increases
    into consumer prices and if so, what impact it will have on inflationary
    expectations. On the plus side, other sources of inflation have been under
    control. Commodity prices have been weak lately and the dollar has been
    strong. Short-term interest rates are more than 2% over the Consumer Price
    Index ("CPI"), keeping downward pressure on inventories. Inflation
    expectations in the consumer sentiment surveys are still below 3%, compared
    to 4% in 1994.

    With the steep rise in long bond yields during the first half of the year,
    we expect housing and auto sales to slow in the second half. If demand in
    these sectors does not slow in the second half, we doubt that the Fed will
    have any choice but to raise short-term interest rates aggressively.
    Interest rates for both long and short maturities are unlikely to have a
    sustained decline until the Fed is judged to have placed an effective
    damper on the cyclical build-up in wage and inflation pressures.

    FIXED INCOME COMMENTARY

    Surprisingly strong consumer spending and employment growth in the first
    half of the year banished the slow growth expectations that dominated the
    bond market at year end. Interest rates rose sharply during the first half
    of the year, resulting in generally poor performance for bonds. The Lehman
    Government/Corporate Bond Index, a broad based bond index, declined 1.9%
    for the first six months. The bond market finally stabilized late in the
    second quarter, with most bond indices posting a positive price return in
    June.

    Corporate bonds returned a negative 2.1% and lagged the Treasury sector for
    the first six months. The best performing issuer sectors were tobacco,
    airlines, Canadians and sovereigns. A favorable decision in the Castano
    case enabled the tobacco issues to rally as yields declined relative to
    Treasuries. Airlines continue to post strong earnings and are buying back
    their debt with excess cashflow. Against the backdrop of favorable
    international developments, including an upgrade in Italy's credit rating,
    sovereign bonds also increased in price. Issuer sectors that lagged were
    cable, gaming, autos and banks. Credit downgrades in the media sector and
    new issuance in the auto sector put pressure on yield spreads in those
    sectors. As the market began to anticipate the need for the Fed to increase
    short-term interest rates, finance and bank issues declined in price.
    Despite recent underperformance, yields on investment grade corporate bonds
    remain below the normal range relative to Treasuries.



                                     -1-
<PAGE>   4
    In the mortgage backed sector, fears of consumer refinancing vanished as
    interest rates rose. With yield volatility reduced, mortgage backed
    securities outperformed similar Treasury securities. Moreover, narrow
    corporate yield spreads relative to Treasuries prompted a shift of investor
    interest to this sector. During the first half, the Lehman Mortgage Index
    returned 0.4%. Over the same period, the high yield market also performed
    relatively well. The First Boston High-Yield Index reported a return of
    3.8%. The last two years have seen heavy issuance of high-yield debt, in
    the midst of a hot initial public offering market for equities, and active
    competition by banks for loan syndication. It is uncertain how well high
    yield securities will weather the next downturn in the credit cycle if
    these other sources of financing are shut down. If the stock market were to
    unravel, more speculative financings may find themselves in trouble. In the
    second quarter, municipal bonds performed relatively well as tax exempt
    yields continued to decline relative to Treasuries. Municipal bonds with
    maturities shorter than 10 years, still relatively cheap at year end,
    rallied in price and now trade at more normal yield spreads.

    EQUITY COMMENTARY

    Better than expected corporate earnings gains and unprecedented inflows
    into equity mutual funds helped stock prices to move broadly higher during
    the first six months of 1996. For the six-month period ending June 30, the
    Standard and Poor's 500 Stock Index ("S&P 500"), a broad based stock market
    index, recorded a total return (including dividends) of 10.1%. The Russell
    2000 Stock Index, a measure of performance for the small cap sector,
    provided a total return of 10.4% over the same period. Against the
    inclement backdrop of rising interest rates and diminishing earnings
    momentum, liquidity factors - record mutual fund inflows and corporate
    stock buybacks - appeared to provide the critical catalyst for the market
    advance.

    As signs of the economy's strength emerged early in the year, investor
    focus shifted away from stable growth stocks and towards consumer cyclical
    stocks, particularly those in the department store, airline and auto
    groups. In the energy sector, the drilling equipment and oil field service
    stocks rose on strong earnings gains and expectations for increased capital
    spending by major global energy companies. Technology stocks rebounded
    somewhat after their late 1995 decline, but weaker earnings momentum
    continued to dampen valuations in most technology related groups. While
    more than half of all companies announced positive earnings surprises for
    the first quarter, the 6% average gain in operating earnings was the most
    sluggish year-over-year rate of profit growth observed during the current
    business expansion.

    Early in the second quarter, however, equity investors reversed course and
    began to rotate back into more defensive, growth-oriented sectors on the
    expectation that higher interest rates would translate into slower economic
    growth by year end. In the staples sector, beverage stocks performed well
    in response to solid revenue gains. In the consumer sector, improving sales
    fueled a rally in the retail and apparel groups. Energy exploration,
    pipeline and distribution stocks benefited from strong natural gas pricing.
    However, basic material stocks continued to weaken on declining prices for
    many industrial commodities and concern over the possibility of an economic
    slowdown. Within the technology sector, performance was mixed. While most
    of the stocks in the semiconductor group continued to trade lower, the
    networking and software groups were strong, reflecting continued order
    growth from corporate customers.

    We are currently somewhat cautious towards the equity market. The bear case
    is built upon a valuation argument that points to price-to-book and
    price-to-dividend ratios in excess of historical norms. There is also a
    growing concern that the Fed may tighten monetary policy in the near term
    if employment and economic reports show continued strength. Clearly, Fed
    action in the direction of higher interest rates will curtail the supply of
    liquidity that has been so important for recent stock market performance.
    On the other hand, optimists hold that slower economic growth, while
    perhaps placing earnings temporarily at risk, would forestall aggressive
    tightening by the Fed and eventually set the stage for lower interest
    rates. They also point to the fact that stocks do not appear expensive if
    consensus earnings forecasts are evaluated relative to interest rates and
    observed inflation. The second quarter earnings reports probably hold the
    key to short-term equity performance. If the majority of earnings
    announcements meet or exceed analyst estimates, the downside risk of
    holding stocks should be limited.



                                     -2-
<PAGE>   5


                              TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                  PAGE
- -------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
MANAGED ASSETS TRUST.............................................................................. 4
HIGH YIELD BOND TRUST.............................................................................16
CAPITAL APPRECIATION FUND.........................................................................25
CASH INCOME TRUST.................................................................................34

THE TRAVELERS SERIES TRUST:
U.S. GOVERNMENT SECURITIES PORTFOLIO..............................................................42
SOCIAL AWARENESS STOCK PORTFOLIO..................................................................47
UTILITIES PORTFOLIO...............................................................................54
</TABLE>



                                     -3-
<PAGE>   6


                             MANAGED ASSETS TRUST

    Stock prices moved broadly higher during the first half of 1996, helped by
    continued corporate earnings growth. However, while slightly more than half
    of all companies announced positive earnings surprises in the first
    quarter, the 6% gain in operating earnings was the most sluggish
    year-over-year rate of profit growth observed during the current business
    expansion. In the credit markets, the yield on 30-year Treasury bonds moved
    back over 7%; and consensus shifted toward the probability of a more
    restrictive Federal Reserve Board ("Fed") policy in the second half of the
    year.

    The Standard & Poor's 500 Stock Index was up 10.1% in the first half. Small
    capitalization stocks as measured by the Russell 2000 Stock Index were up
    10.4% for the same period. Against the backdrop of surprisingly strong
    economic growth and rising interest rates, bonds performed poorly during
    the first half of the year. The Lehman Government/Corporate Bond Index, a
    broad based bond index, returned a negative 1.9% for the first six months.

    Managed Assets Trust performed in line with its 60/40% equity/bond
    benchmark over this period. A modest underweighting in stocks hurt the
    fund's performance relative to our benchmark, but was offset by favorable
    stock selection and the portfolio's holdings of convertible securities. The
    bond holdings in our portfolio slightly lagged the Lehman
    Government/Corporate Bond Index as the result of having a longer average
    maturity.

    We are currently somewhat cautious towards the equity market. The stock
    market's performance in the first half was strong despite lackluster
    earnings and the steep backup in interest rates. The market's price
    earnings ratio is fair to slightly rich relative to what it should be given
    the current level of interest rates. This may leave stocks vulnerable to
    any further rise in interest rates. When the 30-year Treasury yield has
    crossed the 7% level (as it did in June and early July), the stock market
    has sold off. Historically, stock prices correlate inversely to changes in
    short-term interest rates; and therefore an extended Fed tightening cycle
    would hurt stocks.

    PORTFOLIO MANAGERS: KENT A. KELLEY, CFA - DAVID A. TYSON, PH.D., CFA



                                     -4-
<PAGE>   7


                             MANAGED ASSETS TRUST

               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1996

<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $157,628,585)......     $ 176,874,603
   Receivables:
      Dividends...............................................................           169,631
      Interest................................................................           874,216
      Investment securities sold..............................................           163,044
      Variation on futures margin.............................................            18,750
                                                                                   --------------
         Total Assets.........................................................       178,100,244
                                                                                   --------------

LIABILITIES:
   Cash overdraft.............................................................           135,913
   Payables:
      Investment securities purchased.........................................           142,472
      Investment management and advisory fees.................................            14,521
   Accrued expenses...........................................................            20,618
                                                                                   --------------
         Total Liabilities....................................................           313,524
                                                                                   --------------
NET ASSETS....................................................................     $ 177,786,720
                                                                                   ==============

NET ASSETS REPRESENTED BY:
   Paid-in capital............................................................     $ 147,882,048
   Undistributed net investment income........................................         2,532,516
   Accumulated net realized gains (losses) on investment security transactions         8,126,138
   Net unrealized appreciation on investment securities.......................        19,246,018
                                                                                   --------------
      Total net assets (applicable to 11,870,041 shares outstanding at $14.97                    
        per share)............................................................     $ 177,786,720 
                                                                                   ==============

</TABLE>

















                      See Notes to Financial Statements


                                     -5-
<PAGE>   8


                             MANAGED ASSETS TRUST

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996


<TABLE>
<S>                                                                <C>              <C>
INVESTMENT INCOME:
   Dividends..................................................     $  1,086,939  
   Interest...................................................        1,945,124
                                                                   --------------
      Total income............................................                      $  3,032,063

EXPENSES:
   Investment management and advisory fees....................          434,042
   Accounting and audit fees..................................           28,010
   Custodian fees.............................................           16,502
   Printing and postage.......................................           14,182
   Trustees' fees.............................................            5,478
   Registration fees..........................................              268
   Legal fees.................................................            1,065
                                                                   --------------
      Total expenses..........................................                           499,547
                                                                                   --------------
         Net investment income................................                         2,532,516
                                                                                   --------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN ON
      INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
      Proceeds from investment securities sold................      120,519,331
      Cost of investment securities sold......................      111,842,435
                                                                   --------------
         Net realized gain....................................                         8,676,896

   Change in unrealized gain on investment securities:
      Unrealized gain at December 31, 1995....................       22,303,922
      Unrealized gain at June 30, 1996........................       19,246,018
                                                                   --------------
         Net change in unrealized gain for the period.........                        (3,057,904)
                                                                                   --------------
            Net realized gain and change in unrealized gain ..                         5,618,992
                                                                                   --------------
   Net increase in net assets resulting from operations.......                     $   8,151,508
                                                                                   ==============


</TABLE>








                      See Notes to Financial Statements


                                     -6-
<PAGE>   9


                             MANAGED ASSETS TRUST

                      STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                      SIX MONTHS     YEAR ENDED
                                                                         ENDED        DECEMBER
                                                                       JUNE 30,          31,
                                                                         1996           1995
                                                                         ----           ----
                                                                      (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income.........................................   $   2,532,516   $  5,381,926
   Net realized gain from investment security transactions.......       8,676,896      7,915,343
   Net change in unrealized gain (loss) on investment securities.      (3,057,904)    23,599,777
                                                                    -------------- --------------
      Net increase in net assets resulting from operations.......       8,151,508     36,897,046
                                                                    -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income and net short-term realized gains from
      investment security transactions...........................      (8,598,409)    (5,441,569)
   Net long-term realized gains from investment security                                         
      transactions...............................................      (4,733,203)    (1,783,880) 
                                                                    -------------- --------------
      Total distributions to shareholders........................     (13,331,612)    (7,225,449)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold.....................................       3,381,554      5,376,731
   Dividend reinvestment.........................................      13,331,612      7,225,449
   Payments for shares redeemed..................................      (5,021,856)   (11,885,171)
                                                                    -------------- --------------
      Net increase in net assets resulting from capital share                               
        transactions.............................................      11,691,310        717,009
                                                                    -------------- --------------
         Net increase in net assets..............................       6,511,206     30,388,606

NET ASSETS:
   Beginning of period...........................................     171,275,514    140,886,908
                                                                    -------------- --------------
   End of period (including undistributed net investment income 
      as follows:
      June, 1996 $2,532,516 and December, 1995 $5,381,926).......   $ 177,786,720  $ 171,275,514
                                                                    ============== ==============

</TABLE>













                      See Notes to Financial Statements


                                     -7-
<PAGE>   10


                  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") and The Travelers Life and
    Annuity Company, indirect wholly owned subsidiaries 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 in an amount at
    least equal to the notional value of outstanding purchased futures
    contracts, less the initial margin. Cash and cash equivalents include cash
    on hand, securities segregated under federal and brokerage regulations, and
    short-term highly liquid investments with maturities generally three months
    or less when purchased. When Fund MA holds futures contracts to sell a
    specified index of stocks (hedging), there is no requirement to hold cash
    and cash equivalents in an amount at least equal to the notional value of
    the 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.



                                     -8-
<PAGE>   11


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

    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.

    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. The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.

    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 investment securities excluding short-term
    investments aggregated $65,593,910 and $73,562,023, respectively, for common
    stocks and bonds; purchases and sales of direct and indirect U.S. government
    obligations were $39,602,926 and $47,718,819, respectively, for the six
    months ended June 30, 1996. Realized gains and losses from security
    transactions are reported on an identified-cost basis.

    Fund MA placed a portion of its security transactions with brokerage firms
    which are affiliates of The Travelers. The commissions paid to these
    affiliated firms were $10,027 and $18,409 for the six months ended June 30,
    1996 and the year ended December 31, 1995, respectively.

    At June 30, 1996, Fund MA held 10 open S&P 500 Stock Index futures contracts
    with a maturity date of September 20, 1996. The face value, or notional
    value, of these contracts at June 30, 1996, amounted to $3,384,000. In
    connection with these contracts, short-term investments with a par value of
    $1,200,000 had been pledged as margin deposits.

    Net realized losses resulting from futures contracts were $761,511 and
    $5,401,042 for the six months ended June 30, 1996 and the year ended
    December 31, 1995, 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, 1996 is shown on the Statement of Assets and Liabilities as a
    receivable for variation on futures margin.



                                     -9-
<PAGE>   12


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

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 equity investments of Fund MA.

    The Travelers has agreed to reimburse Fund MA for the amount by which 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,
                                                          -------------     -------------
                                                             1996               1995
                                                             ----               ----
<S>                                                       <C>               <C>
Shares sold............................................       229,488           375,304
Shares redeemed........................................      (341,384)         (871,567)
Shares issued in reinvestment of distributions:
   from net investment income and net short-term                                     
     realized gains....................................       603,507           433,799
   from net long-term realized gains...................       332,702           147,492
                                                          ------------      -------------
Net....................................................       824,313            85,028
                                                          ============      =============
</TABLE>

    As of June 30, 1996 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)
                                               --------  -------------------------------------------------
                                                 1996       1995      1994     1993      1992      1991
                                                 ----       ----      ----     ----      ----      ----
<S>                                            <C>        <C>        <C>      <C>       <C>       <C>
PER SHARE DATA:
- ---------------
Net asset value, beginning of period.........  $ 15.50    $  12.85   $ 14.21   $ 14.02   $ 14.78   $ 12.77

  Income from operations
  ----------------------
  Net investment income......................     0.22        0.49      0.46      0.51      0.64      0.74
  Net gains or losses on securities                                                                   
    (realized and unrealized)................     0.46        2.83     (0.73)     0.72      0.01      1.91 
                                               --------   ---------  --------  --------- --------  --------
   Total from investment operations..........     0.68        3.32     (0.27)     1.23      0.65      2.65

  Less distributions
  ------------------
  Distributions from net investment income
    and net short-term realized gains........    (0.78)      (0.50)    (0.67)    (0.85)    (1.04)    (0.64)
  Distributions from net long-term realized                                                              
    gains....................................    (0.43)      (0.17)    (0.42)    (0.19)    (0.37)        - 
                                               --------   ---------  --------  --------- --------  --------
   Total distributions.......................    (1.21)      (0.67)    (1.09)    (1.04)    (1.41)    (0.64)

Net asset value, end of period...............  $ 14.97    $  15.50   $ 12.85   $ 14.21   $ 14.02   $ 14.78
                                               ========   =========  ========  ========= ========  ========

TOTAL RETURN*                                     4.79 %     27.12 %   (2.24)%    9.33 %    5.14   % 21.70 %
- ------------ 

RATIOS/SUPPLEMENTAL DATA:
- -------------------------
  Net assets, end of period (thousands)......  $ 177,787  $171,276   $140,887  $ 156,767 $148,971  $126,021
  Ratio of expenses to average net assets**..       0.58%#    0.58%      0.61%      0.56%    0.56%     0.56%
  Ratio of net investment income to average                                                                
    net assets...............................       2.92%#    3.49%      3.59%      3.65%    4.97%     5.49% 
  Portfolio turnover rate....................         64%      110%        97%        86%     112%      141%
  Average commission rate paid##.............  $  0.0460         -          -          -        -         -

</TABLE>

*    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 MA are only sold to separate accounts
     of The Travelers Insurance Company and the Travelers Life and Annuity
     Company 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 these separate accounts. For
     periods of less than one year, total returns are not annualized.

**   The ratio of expenses to average net assets for the years 1991-1993
     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%, and
     0.69% for the years ended December 31, 1993, 1992, and 1991, respectively.
     For the six months ended June 30, 1996 and the years ended December 31,
     1995 and 1994, there were no expense reimbursements by The Travelers in
     connection with the voluntary expense limitations described in Note 3.

#    Annualized.

##   Calculated by dividing the total dollar amount of commissions paid for
     equity securities by the total number of shares purchased and sold during
     the period.



                                     -11-
<PAGE>   14
                              MANAGED ASSETS TRUST

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1996


<TABLE>
<CAPTION>
                                                  NO. OF             MARKET
                                                  SHARES             VALUE   
                                                 -------       --------------
<S>                                             <C>          <C>
COMMON STOCKS (53.0%)

  AMUSEMENTS (0.8%)                                                           
   Mirage Resorts, Inc. (A)                        8,200       $      442,800 
   Walt Disney Co.                                17,577            1,105,153 
                                                               -------------- 
                                                                    1,547,953 
                                                               -------------- 
  BANKING (3.5%)                                                              
   Banc One Corp.                                  7,289              247,826 
   Bank of Boston Corp.                            2,200              108,900 
   Bank of New York Co., Inc.                      3,500              179,375 
   BankAmerica Corp.                               7,000              530,250 
   Barnett Banks, Inc.                             1,800              109,800 
   Chase Manhattan Corp.                          12,736              899,480 
   Citicorp                                       13,700            1,131,963 
   Golden West Financial Corp.                     4,700              263,200 
   Mellon Bank Corp.                               2,400              136,800 
   NationsBank Corp.                               8,400              694,050 
   Norwest Corp.                                  19,200              669,600 
   Star Banc Corp.                                 4,700              316,662 
   SunTrust Banks, Inc.                           11,800              436,600 
   Wells Fargo & Co.                               1,800              429,975 
                                                               -------------- 
                                                                    6,154,481 
                                                               -------------- 
  CHEMICALS, PHARMACEUTICALS AND                                              
   ALLIED PRODUCTS (7.2%)                                                     
   Abbott Laboratories                            14,700              639,450 
   American Home Products Corp.                    8,600              517,075 
   Amgen Inc. (A)                                  5,100              274,762 
   Bristol-Myers Squibb Co.                       12,400            1,116,000 
   Cabot Corp.                                     3,300               80,850 
   Dow Chemical Co.                                5,100              387,600 
   E.I. Dupont de Nemours & Co.                   10,200              807,075 
   Eastman Chemical Co.                            5,200              316,550 
   Eli Lilly & Co.                                10,400              676,000 
   Hercules, Inc.                                  6,800              375,700 
   Johnson & Johnson                              31,600            1,564,200 
   Merck & Co., Inc.                              22,900            1,479,912 
   Monsanto Co.                                   11,000              357,500 
   Morton International, Inc.                      9,700              361,325 
   Pfizer, Inc.                                   11,700              835,088 
   Pharmacia & Upjohn, Inc.                        9,600              426,000 
   Procter & Gamble Co.                           16,300            1,477,188 
   Schering-Plough Corp.                          12,900              809,475 
   Warner-Lambert Co.                              4,800              264,000 
                                                               -------------- 
                                                                   12,765,750 
                                                               -------------- 
  COMMUNICATION (4.3%)                                                        
   Ameritech Corp.                                10,500              623,437 
   AT&T Corp.                                     35,700            2,213,400 
   Bell Atlantic Corp.                             8,200              522,750 
   BellSouth Corp.                                19,000              805,125 
   GTE Corp.                                      15,600              698,100 
   MCI Communications Corp.                       11,000              281,188 
   NYNEX Corp.                                    11,900              565,250 
   Pacific Telesis Group                           6,600              222,750 
   Sprint Corp.                                    6,300              264,600 
   SBC Communications, Inc.                       15,400              758,450 
   360 Communications Company (A)                  2,100               50,400 
   Tele-Communications Int'l (A)                   6,100              110,181 
   U S West Communications Group                   3,400              108,375 
   U S West Media Group (A)                        9,000              164,250 
   Viacom International, Inc. (A)                  7,100              276,013 
                                                               -------------- 
                                                                    7,664,269 
                                                               -------------- 
  CONSTRUCTION (0.2%)                                                         
   Toll Brothers, Inc. (A)                        17,900              293,112 
                                                               -------------- 
  CONTRACTORS (0.4%)                                                          
   Fluor Corp.                                     6,200              405,325 
   Halliburton Co.                                 6,800              377,400 
                                                               -------------- 
                                                                      782,725 
                                                               -------------- 
  ELECTRONIC MACHINERY (3.7%)                                                 
   ELECTRICAL AND                                                             
   Amphenol Corp. (A)                             14,200              326,600 
   Andrew Corp. (A)                                6,150              332,869 
   General Electric Corp.                         31,200            2,698,800 
   Intel Corp.                                    15,100            1,108,906 
   KEMET Corp. (A)                                10,300              207,287 
   LSI Logic Corp. (A)                            12,500              325,000 
   Micron Technology, Inc.                         4,100              106,088 
   Motorola, Inc.                                  8,200              515,575 
   Raychem Corp.                                   5,800              416,875 
   Tellabs, Inc. (A)                               1,600              107,000 
   Texas Instruments, Inc.                         3,200              159,600 
   Time Warner, Inc.                               5,500              215,875 
                                                               -------------- 
                                                                    6,520,475 
                                                               -------------- 
  FINANCE (2.2%)                                                              
   Advanta Corp.                                   5,800              294,712 
   American Express Co.                            9,200              410,550 
   Dean Witter Discover & Co.                      5,500              314,875 
   Federal Home Loan Mortgage Corp.                3,500              299,250 
   Federal National Mortgage Association          20,600              690,100 
   Green Tree Financial Co.                       21,400              668,750 
   Household International                         5,800              440,800 
   Merrill Lynch & Co., Inc.                       3,100              201,888 
   Morgan Stanley Group, Inc.                      3,000              147,375 
   Student Loan Marketing Association              4,800              355,200 
                                                               -------------- 
                                                                    3,823,500 
                                                               -------------- 
  FOOD (4.4%)                                                                 
   Campbell Soup Co.                               3,900              274,950 
   Coca-Cola Co.                                  44,800            2,189,600 
   ConAgra, Inc.                                  10,900              494,587 
   CPC International, Inc.                         6,500              468,000 
   General Mills, Inc.                             3,100              168,950 
   Kellogg Co.                                     3,300              241,725 
   PepsiCo, Inc.                                  46,000            1,627,250 
   Philip Morris, Inc.                            16,600            1,726,400 
   Seagram Co. Ltd.                                5,900              198,388 
   Unilever N.V.                                   2,600              377,325 
                                                               -------------- 
                                                                    7,767,175 
                                                               -------------- 
  HOTELS & LODGING (0.5%)                                                     
   Hilton Hotels Corp.                             3,600              405,000 
   ITT Corp. (A)                                   6,500              430,625 
                                                               -------------- 
                                                                      835,625 
                                                               -------------- 
  INSURANCE (1.8%)                                                            
   Aetna Life & Casualty Co.                       2,000              143,000 
   Allstate Corp.                                  5,865              267,591 
   American International Group                    8,850              872,831 
   Chubb Corp.                                     7,000              349,125 
   General Reinsurance Corp.                       4,900              746,025 
   ITT Hartford Group, Inc.                       11,400              607,050 
   U.S. HealthCare, Inc.                             400               21,975 
   United Healthcare Corp.                         3,200              161,600 
                                                               -------------- 
                                                                    3,169,197 
                                                               -------------- 
  LUMBER AND WOOD PRODUCTS (0.3%)                                             
   Georgia-Pacific Corp.                           4,900              347,900 
   Weyerhaeuser Co.                                3,700              157,250 
                                                               -------------- 
                                                                      505,150 
                                                               -------------- 
</TABLE>                                                                    


                                      -12-


<PAGE>   15



                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED





<TABLE>
<CAPTION>
                                                 NO. OF            MARKET   
                                                 SHARES            VALUE    
                                                 -------      -------------
<S>                                             <C>          <C>          
  MACHINERY (2.8%)                                                          
   Apple Computer, Inc.                            2,100       $     43,969 
   Black & Decker Corp.                            6,700            258,787 
   Caterpillar, Inc.                               3,700            250,675 
   Cisco Systems, Inc. (A)                        14,900            844,644 
   Deere & Co.                                    11,400            456,000 
   Digital Equipment Corp. (A)                     3,700            166,500 
   Harnischfeger Corp.                             9,100            302,575 
   Hewlett Packard Co.                             9,300            926,512 
   International Business Machines Corp.           8,600            851,400 
   Silicon Graphics, Inc. (A)                     12,700            304,800 
   Sun Microsystems (A)                            8,000            471,000 
   Tenneco, Inc.                                   3,200            163,600 
                                                               ------------ 
                                                                  5,040,462 
                                                               ------------ 
  METAL PRODUCTS (0.6%)                                                     
   Bethlehem Steel Corp. (A)                      20,200            239,875 
   Nucor Corp.                                     1,600             81,000 
   Phelps Dodge Corp.                              4,100            255,738 
   Reynolds Metals Co.                             5,900            307,538 
   USX-U.S. Steel Group                            5,100            144,712 
                                                               ------------ 
                                                                  1,028,863 
                                                               ------------ 
  MINING (0.3%)                                                             
   Freeport-McMoRan Copper & Gold                  5,200            165,750 
   Homestake Mining Co.                           18,100            309,962 
                                                               ------------ 
                                                                    475,712 
                                                               ------------ 
  MISCELLANEOUS MANUFACTURING (1.9%)                                        
   Boston Scientific Corp. (A)                    12,087            543,915 
   Eastman Kodak Co.                               6,100            474,275 
   Emerson Electric Co.                            7,600            686,850 
   Honeywell, Inc.                                 7,900            430,550 
   Mattel, Inc.                                   15,000            429,375 
   Medtronics, Inc.                                7,700            431,200 
   Xerox Corp.                                     6,000            321,000 
                                                               ------------ 
                                                                  3,317,165 
                                                               ------------ 
  OIL & GAS (0.4%)                                                          
   Anadarko Petroleum Corp.                        6,700            388,600 
   Schlumberger Ltd.                               4,700            395,975 
                                                               ------------ 
                                                                    784,575 
                                                               ------------ 
  PAPER AND ALLIED PRODUCTS (0.8%)                                          
   Champion International Corp.                    8,300            346,525 
   Kimberly Clark Corp.                            9,274            716,417 
   Mead Corp.                                      1,100             57,063 
   Willamette Industries, Inc.                     5,900            350,312 
                                                               ------------ 
                                                                  1,470,317 
                                                               ------------ 
  PETROLEUM REFINING AND                                                    
   RELATED INDUSTRIES (4.0%)                                                
   Amoco Corp.                                    12,300            890,212 
   Atlantic Richfield Co.                          2,900            343,650 
   Chevron Corp.                                   6,600            389,400 
   Exxon Corp.                                    22,500          1,954,687 
   Kerr McGee Corp.                                8,000            487,000 
   Mobil Corp.                                    11,900          1,334,288 
   Phillips Petroleum Co.                          4,700            196,813 
   Royal Dutch Petroleum Co.                       7,000          1,076,250 
   Texaco, Inc.                                    4,900            410,988 
                                                               ------------ 
                                                                  7,083,288 
                                                               ------------ 
  PRINTING, PUBLISHING AND                                                  
   ALLIED INDUSTRIES (0.5%)                                                 
   Gannet Co.                                      6,500            459,875 
   New York Times Co.                             12,800            417,600 
                                                               ------------ 
                                                                    877,475 
                                                               ------------ 
  RETAIL (3.5%)                                                             
   Federated Depertment Stores, Inc. (A)          15,900            542,587 
   General Nutrition Cos., Inc. (A)               21,700            378,394 
   Home Depot, Inc.                                9,400            507,600 
   May Department Stores Co.                      10,600            463,750 
   McDonalds Corp.                                11,600            542,300 
   OfficeMax, Inc. (A)                            19,400            463,175 
   Payless ShoeSource, Inc. (A)                    1,696             53,848 
   Price/Costco, Inc. (A)                         25,100            539,650 
   Safeway Inc. (A)                                5,500            181,500 
   Sears Roebuck & Co.                            17,400            846,075 
   The GAP, Inc.                                  15,600            501,150 
   Vons Cos. (A)                                   7,400            276,575 
   Wal-Mart Stores, Inc.                          32,600            827,225 
                                                               ------------ 
                                                                  6,123,829 
                                                               ------------ 
  RUBBER AND PLASTIC PRODUCTS (0.3%)                                        
   Nike, Inc.                                      5,900            606,225 
                                                               ------------ 
                                                                            
  SERVICES (2.2%)                                                           
   America Online, Inc. (A)                        8,000            349,000 
   Automatic Data Processing                       5,700            220,163 
   Columbia/HCA Healthcare Corp.                   8,200            437,675 
   Computer Associates International               7,050            502,312 
   First Data Corp.                                4,100            326,462 
   Microsoft Corp. (A)                            11,100          1,332,694 
   Omnicom Group, Inc.                             4,800            223,200 
   Oracle Corp. (A)                               12,000            473,250 
                                                               ------------ 
                                                                  3,864,756 
                                                               ------------ 
  STONE, CLAY, GLASS, AND                                                   
   CONCRETE PRODUCTS (0.3%)                                                 
   Minnesota Mining & Manufacturing Co.            7,800            538,200 
                                                               ------------ 
                                                                            
  TRANSPORTATION (0.7%)                                                     
   AMR Corp. (A)                                   4,400            400,400 
   Burlington Northern Santa Fe                    4,600            372,025 
   Norfolk Southern Corp.                          2,400            203,400 
   Union Pacific Corp.                             4,000            279,500 
                                                               ------------ 
                                                                  1,255,325 
                                                               ------------ 
  TRANSPORTATION MANUFACTURING (2.6%)                                       
   Boeing Co.                                      9,900            862,537 
   Chrysler Corp.                                  8,800            545,600 
   Eaton Corp.                                     5,200            304,850 
   Ford Motor Co.                                 21,100            683,113 
   General Motors Corp.                           12,900            675,638 
   ITT Industries, Inc.                            5,000            125,625 
   Lockheed Martin Corp.                           3,680            309,120 
   McDonnell Douglas Corp.                         9,600            465,600 
   United Technologies Corp.                       5,800            667,000 
                                                               ------------ 
                                                                  4,639,083 
                                                               ------------ 
  UTILITIES (2.4%)                                                          
   Baltimore Gas & Electric Co.                   17,500            496,562 
   Browning-Ferris Ind.                            4,200            121,800 
   Consolidated Natural Gas Co.                   12,700            663,575 
   Duke Power Co.                                  3,800            194,750 
   Duquesne Light Co.                             13,500            371,250 
   Florida Power & Light Co.                      12,900            593,400 
   Houston Industries, Inc.                        4,900            120,663 
   Pacific Enterprises                             4,100            121,462 
   Southern Co.                                   27,000            664,875 
   Texas Utilities Co.                            13,300            568,575 
   WMX Technologies, Inc.                          9,100            298,025 
                                                               ------------ 
                                                                  4,214,937 
                                                               ------------ 

</TABLE>


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

<TABLE>
<CAPTION>
                                                                  NO. OF                        MARKET
                                                                  SHARES                         VALUE
                                                                 --------                     -----------
<S>                                                              <C>                         <C>
  WHOLESALE TRADE (0.4%)
   Crane Co.                                                       7,700                     $    315,700
   Enron Corp.                                                     9,200                          376,050
                                                                                             ------------
                                                                                                  691,750
                                                                                             ------------
     TOTAL COMMON STOCKS
     (COST $75,346,637)                                                                        93,841,374
                                                                                             ------------

PREFERRED STOCKS (1.8%)

  BANKING (0.5%)
   First Chicago Corp.                                             4,300                          286,488
   H.F. Ahmanson  & Co.                                           10,000                          593,750
                                                                                             ------------
                                                                                                  880,238
                                                                                             ------------
  FINANCE (0.1%)
   Merry Land & Investment, Inc.                                   8,000                          214,000
                                                                                             ------------

  OIL & GAS (0.3%)
   Occidental Petroleum Corp.                                      9,000                          536,625
                                                                                             ------------

  PAPER AND ALLIED PRODUCTS (0.6%)
   International Paper Co.                                        12,000                          531,000
   James River Corp.                                              12,000                          562,500
                                                                                             ------------
                                                                                                1,093,500
                                                                                             ------------
  SERVICES (0.3%)
   Corning Inc.                                                   10,000                          571,250
                                                                                             ------------

     TOTAL PREFERRED STOCKS
     (COST $2,854,089)                                                                          3,295,613
                                                                                             ------------
</TABLE>

<TABLE>
<CAPTION>
                                                              PRINCIPAL
                                                                AMOUNT
                                                              ---------
<S>                                                           <C>                            <C>
BONDS (24.2%)

  BANKING (0.3%)
   Great Western Financial Corp.,
     6.375% Notes, 2000                                       $  500,000                          491,752
                                                                                             ------------

  CHEMICALS, PHARMACEUTICALS AND
   ALLIED PRODUCTS (3.2%)
   Alza Corp.,
     0.00% Debentures, 2014                                    1,400,000                          586,250
   Becton Dickinson & Co.,
     8.80% Notes, 2001                                         2,000,000                        2,145,546
   McKesson Corp.,
     4.50% Debentures, 2004                                      500,000                          438,125
   Procter & Gamble Co.,
     9.36% Debentures, 2021                                    2,000,000                        2,394,194
                                                                                             ------------
                                                                                                5,564,115
                                                                                             ------------
  COMMUNICATION (9.6%)
   BellSouth Corp.,
     5.85% Debentures, 2045                                    5,000,000                        4,841,475
   BellSouth Corp.
     7.00% Debentures, 2095                                    3,000,000                        2,759,820
   Cox Communication, Inc.,
     6.875% Notes, 2005                                        2,000,000                        1,932,870
   New England Telephone &
    Telegraph Co.,
     7.875% Debentures, 2029                                   7,000,000                        7,435,799
                                                                                             ------------
                                                                                               16,969,964
                                                                                             ------------
  CREDIT CARD RECEIVABLES (0.6%)
   Signet Credit Card
    Master Trust 1993-4B,
      5.80% Pass Through, 1999                                $1,000,000                     $    976,689
                                                                                             ------------
  FINANCE (3.2%)
   American Express Co.,
      0.00% Bonds, 2000                                        2,565,000                        1,859,375
   Rouse Co.,
      5.75% Bonds, 2002                                          400,000                          397,000
   Sappi BVI Financial Limited,
      7.50% Debentures, 2002                                     500,000                          462,500
   Texaco Capital, Inc.,
      7.75% Debentures, 2033                                   3,000,000                        2,986,212
                                                                                             ------------
                                                                                                5,705,087
                                                                                             ------------
  FOREIGN GOVERNMENT (1.1%)
   Republic of Poland,
      6.438% Bonds, 2024                                       2,000,000                        1,880,000
                                                                                             ------------

  HOTELS & LODGING (1.2%)
   Hilton Hotels Corp.,
   5.00% Notes, 2006                                           2,080,000                        2,189,200
                                                                                             ------------

  INSURANCE (0.5%)
   Equitable Cos., Inc.,
      6.125% Notes, 2024                                         500,000                          568,750
   USF&G Corp.,
      0.00% Debentures, 2009                                     500,000                          292,500
                                                                                             ------------
                                                                                                  861,250
                                                                                             ------------
  LUMBER AND WOOD PRODUCTS (1.2%)
   Weyerhaeuser Co.,
      8.50% Debentures, 2025                                   2,000,000                        2,193,912
                                                                                             ------------

  MINING (0.2%)
   Inco Limited,
      7.75% Debentures, 2016                                     300,000                          315,750
                                                                                             ------------

  MISCELLANEOUS MANUFACTURING (0.9%)
   Cooper Industries, Inc.,
      7.05% Bonds, 2015                                          877,000                          936,198
   RPM, Inc.,
      0.00% Notes, 2012                                          300,000                          130,500
   Trinova Corp.,
      6.00% Notes, 2002                                          500,000                          472,500
                                                                                             ------------
                                                                                                1,539,198
                                                                                             ------------
  OIL & GAS (0.3%)
   Apache Corp.,
      6.00% Debentures, 2002                                     500,000                          587,500
                                                                                             ------------

  PETROLEUM REFINING AND
   RELATED INDUSTRIES (0.3%)
   Pennzoil Co.,
      4.75% Bonds, 2003                                          500,000                          544,375
                                                                                             ------------

  PRINTING, PUBLISHING AND
   ALLIED INDUSTRIES (0.1%)
   Scholastic Corp.,
      5.00% Notes, 2005                                          200,000                          213,500
                                                                                             ------------

  SERVICES (0.1%)
   Tenet Healthcare Corp.,
      6.00% Notes, 2005                                          200,000                          202,000
                                                                                             ------------
</TABLE>




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




<TABLE>
<CAPTION>
                                                               PRINCIPAL                        MARKET
                                                                AMOUNT                           VALUE
                                                               ---------                      ----------
<S>                                                          <C>                             <C>
  TRANSPORTATION (0.5%)
   Delta Airlines, Inc.,
     9.25% Sinking Fund, 2007                                $    929,255                    $    956,352
                                                                                             ------------

  UTILITIES (0.9%)
   Niagara Mohawk Power Co.,
     8.00% Bonds, 2004                                          1,100,000                         996,356
   Potomac Electric Power Co.,
     5.00% Debentures, 2002                                       600,000                         543,000
                                                                                             ------------
                                                                                                1,539,356
                                                                                             ------------

     TOTAL BONDS (COST $42,154,544)                                                            42,730,000
                                                                                             ------------

U.S. GOVERNMENT AGENCY
  SECURITIES (3.9%)

   Federal Home Loan Mortgage Corp.,
     8.50% Pass Through, 2002                                     542,830                         557,893
   FNMA 15-Year Intermediate Term,
     8.50% Pass Through, 2005                                     130,281                         134,760
   FNMA 15-Year Intermediate Term,
     8.50% Pass Through, 2005                                     207,508                         214,641
   FNMA 30-Year Long Term,
     7.50% Pass Through, 2025                                   3,374,169                       3,335,126
   GNMA 30-Year Single Family,
     7.50% Pass Through, 2007                                     341,566                         336,972
   GNMA 30-Year Single Family,
     7.50% Pass Through, 2007                                      68,198                          67,281
   GNMA 30-Year Single Family,
     7.50% Pass Through, 2023                                     214,323                         211,441
   GNMA 30-Year Single Family,
     7.50% Pass Through, 2025                                      84,925                          83,783
   GNMA 30-Year Single Family,
     7.50% Pass Through, 2025                                     672,920                         663,872
   GNMA 30-Year Single Family,
     9.00% Pass Through, 2016                                     241,617                         253,092
   GNMA 30-Year Single Family,
     9.00% Pass Through, 2019                                     282,742                         296,170
   GNMA 30-Year Single Family,
     9.50% Pass Through, 2020                                     210,741                         225,426
   GNMA 30-Year Single Family,
     9.50% Pass Through, 2020                                     423,478                         452,987
                                                                                             ------------

     TOTAL U.S. GOVERNMENT
       AGENCY SECURITIES
       (COST $6,744,827)                                                                        6,833,444
                                                                                             ------------

U.S. GOVERNMENT
  SECURITIES (6.8%)

   United States of America Treasury,
     0.00% Bonds, 2007                                          5,500,000                       2,627,801
   United States of America Treasury,
     6.875% Notes, 2006                                         2,000,000                       2,022,500
   United States of America Treasury,
     7.875% Notes, 2004                                         2,600,000                       2,795,809
   US Physical Callable Corpus,
     0.00% Bonds, 2009                                         11,000,000                       4,548,236
                                                                                             ------------

     TOTAL U.S. GOVERNMENT
       SECURITIES (COST $12,348,875)                                                           11,994,346
                                                                                             ------------
SHORT-TERM INVESTMENTS (10.3%)

  Commercial Paper (9.0%)
   Goldman Sachs Group LP,
     5.34% due July 9, 1996                                    $4,000,000                   $   3,979,297
   Morgan Stanley Group, Inc.,
     5.39% due July 24, 1996                                    4,000,000                       3,979,725
   PHH Corp.,
     5.34% due July 15, 1996                                    4,000,000                       3,975,127
   Toyota Motor Credit Corp.,
     5.33% due July 8, 1996                                     4,000,000                       3,980,512
                                                                                             ------------
                                                                                               15,914,661
                                                                                             ------------
  U.S. GOVERNMENT SECURITIES (0.7%)
   United States of America Treasury,
     5.51% due September 19, 1996 (B)                           1,200,000                       1,137,165
                                                                                             ------------

  REPURCHASE AGREEMENTS (0.6%)
   Merrill Lynch Government Securities, Inc.,
     5.25% Repurchase Agreement
     dated June 28, 1996 due July 1, 1996,
     collateralized by: United States of
     America Treasury, $1,095,000,
     7.50% due November 15, 2001                                1,128,000                       1,128,000
                                                                                             ------------

     TOTAL SHORT-TERM
       INVESTMENTS
       (COST $18,179,613)                                                                      18,179,826
                                                                                             ------------
</TABLE>



                                     -15-
<PAGE>   18
<TABLE>
<CAPTION>
                                                                 NOTIONAL
                                                                  VALUE
                                                                 --------
<S>                                                            <C>                          <C>
FUTURES CONTRACTS (0.0%)
   S&P 500 Stock Index,
    Exp. September, 1996 (C)                                   $3,384,000                               -
                                                                                            -------------

     TOTAL INVESTMENTS (100%)
      (COST $157,628,585) (D)                                                               $ 176,874,603
                                                                                            =============
</TABLE>

NOTES

(A)  Non-income Producing Security.

(B)  Par value of $1,200,000 pledged to cover margin deposits on futures
     contracts.

(C)  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.

(D)  At June 30, 1996, net unrealized appreciation for all securities
     was $19,246,018.  This consisted of aggregate gross unrealized appreciation
     for all securities in which there was an excess of market value over
     cost of $21,187,945 and aggregate gross unrealized depreciation for all
     securities in which there was an excess of cost over market value of
     $1,941,927.


                                     -16-
<PAGE>   19


                            HIGH YIELD BOND TRUST

    Results in High Yield Bond Trust continued to be solid for the quarter
    ending June 30, 1996, outperforming the First Boston High-Yield Index, the
    Lipper High-Yield Index and the Bear Stearns High-Yield Index. Our return
    was 7.97% for the six months ending June 30, 1996. By comparison, the First
    Boston High-Yield Index reported 3.8%, the Lipper High-Yield Bond Mutual
    Fund reported 4.6%, the Bear Stearns High-Yield Index reported 3.9% and the
    Bear Stearns B-Rated High-Yield Sub-Index reported 4.7%, for the comparable
    six month periods ending June 30, 1996. Therefore, our portfolio
    out-performed comparable six-month indices by approximately 3.3% to 4.2%
    year-to-date.

    While we have continued to focus on being defensive with the portfolio, and
    thereby watch for credits which could have potential downside surprises, we
    have made several investment moves in high-yield credits which we believed
    were under-appreciated by the overall market. For example, we purchased
    10.625% bonds of the Fleming Corp., the number one wholesaler in the U.S.,
    at 87 which had been trading down due in part to litigation concerns. After
    a favorable outcome to pending litigation the bonds have traded up to 91,
    and interest continues to accrue.

    Similarly, we purchased the 12.0% senior secured bonds of TWA at 101.5 on
    the expectation that the airline, the 7th largest in the U.S., would
    continue its turnaround and soon refinance out these bonds. The bonds traded
    "flat", and had 4.0 points of interest built into their price. The bonds
    traded at 104 at the end of the quarter, and recently traded at the
    equivalent of 105.5, providing an annualized 23% return since purchase.
    Kmart intermediate bonds, with a 7.9% coupon, were also added to the
    portfolio. These bonds remain where we purchased them, but we expect them to
    improve should Kmart continue to report improved same-store sales
    comparisons and completes an expected $1.3 billion in asset sales to repay
    its bank term loan. In the meantime, we are earning an 8.7% current yield.

    On our existing positions, we received expected positive news of the sale of
    Commodore Media to Hicks, Muse. With the perceived credit improvement of the
    combined companies, these bonds have continued to strengthen. Similarly,
    Renaissance Cosmetics has continued to announce acquisitions in its goal of
    consolidating the branded perfume and cologne market, which has been a
    positive development. Terex has continued to improve its operations and
    there is anticipation of a large asset sale which should reduce debt levels;
    these bonds strengthened four points during the quarter.

    The two steel companies in our portfolio were weaker during the quarter and
    we continue to monitor their performance. Similarly, we experienced flat
    returns from the discount note investment in U.K. and international cable,
    phone and media companies. Telewest and International Cabletel collectively
    were at the same all-in price at the end of the quarter as they were at the
    beginning of the quarter, thereby providing a drag on returns during the
    period. We remain long-term optimistic on these credits, although our
    current credit analysis has become more demanding on expectations for
    near-term returns from these collective investments. The proposed
    Kluge/Metromedia acquisition of Alliance Entertainment fell through in
    April, dropping bond prices six points. We remain positive on these bonds
    and expect the bonds to rally back to par over the next several months.

    As we continue to monitor the results of our portfolio companies and assess
    the shifting patterns of the U.S. economy and high-yield bond markets, we
    expect to continue to make adjustments in our portfolio weightings over the
    coming months. In general, we believe the U.S. economy remains strong, that
    emerging world economies continue to seek products and innovations from U.S.
    companies, and that non-commodity based inflation factors may prove to be
    lower than current expectations. While the next three months should be a
    challenging investment environment, we continue to seek out high-yield
    investment opportunities of companies with solid underlying fundamentals,
    which may be poised for an event-related improvement, and are consistent
    with our evolving view of the U.S. economy.

    PORTFOLIO MANAGER: F. DENNEY VOSS



                                     -17-
<PAGE>   20


                            HIGH YIELD BOND TRUST

               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1996


<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $13,280,355).......     $ 13,458,754
   Receivables:
      Interest................................................................          417,106
      Investment securities sold..............................................          395,875
   Other assets...............................................................               63
                                                                                   --------------
         Total Assets.........................................................       14,271,798
                                                                                   --------------

LIABILITIES:
   Cash overdraft.............................................................              198
   Payable for investment management and advisory fees........................            1,167
   Accrued expenses...........................................................           10,637
                                                                                   --------------
         Total Liabilities....................................................           12,002
                                                                                   --------------

NET ASSETS....................................................................     $ 14,259,796
                                                                                   ==============

NET ASSETS REPRESENTED BY:
   Paid-in capital............................................................     $ 20,135,507
   Undistributed net investment income........................................          628,520
   Accumulated net realized gains (losses) on investment security transactions       (6,682,630)
   Net unrealized appreciation on investment securities.......................          178,399
                                                                                   --------------
      Total net assets (applicable to 1,634,029 shares outstanding at                            
        $8.72 per share)......................................................     $ 14,259,796  
                                                                                   ==============
</TABLE>



















                      See Notes to Financial Statements


                                     -18-
<PAGE>   21


                            HIGH YIELD BOND TRUST

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996


<TABLE>
<S>                                                                <C>             <C>
INVESTMENT INCOME:
   Interest...................................................                     $     699,962

EXPENSES:
   Investment management and advisory fees....................     $     34,042 
   Accounting and audit fees..................................           15,916
   Custodian fees.............................................            3,664
   Printing and postage.......................................           10,788
   Trustees' fees.............................................            5,441
   Registration fees..........................................              538
   Legal fees.................................................            1,053
                                                                   --------------
      Total expenses..........................................                            71,442
                                                                                   --------------
         Net investment income................................                           628,520
                                                                                   --------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN (LOSS) ON
      INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
      Proceeds from investment securities sold................        5,361,813
      Cost of investment securities sold......................        5,337,925
                                                                   --------------
         Net realized gain....................................                            23,888

   Change in unrealized gain (loss) on investment securities:
      Unrealized loss at December 31, 1995....................         (199,726)
      Unrealized gain at June 30, 1996........................          178,399
                                                                   --------------
         Net change in unrealized gain (loss) for the period..                           378,125
                                                                                   --------------
            Net realized gain and change in unrealized gain                                     
              (loss)..........................................                           402,013 
                                                                                   --------------
    Net increase in net assets resulting from operations.......                     $  1,030,533
                                                                                   ==============
</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, 
                                                                         1996           1995
                                                                         ----           ----
                                                                      (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income.........................................   $     628,520  $   1,173,476
   Net realized gain from investment security transactions.......          23,888        395,891
   Net change in unrealized gain (loss) on investment securities.         378,125        221,759
                                                                    -------------- --------------
      Net increase in net assets resulting from operations.......       1,030,533      1,791,126
                                                                    -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME.........      (1,350,944)      (960,192)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold.....................................       1,620,856      1,749,523
   Dividend reinvestment.........................................       1,350,944        960,192
   Payments for shares redeemed..................................      (1,293,891)    (2,354,757)
                                                                    -------------- --------------
      Net increase in net assets resulting from capital share                                   
        transactions.............................................       1,677,909        354,958
                                                                    -------------- --------------
         Net increase in net assets..............................       1,357,498      1,185,892

NET ASSETS:
   Beginning of period...........................................      12,902,298     11,716,406
                                                                    -------------- --------------
   End of period (including undistributed net investment income
      as follows:
      June, 1996 $628,520 and December, 1995 $1,173,476).........   $  14,259,796  $  12,902,298
                                                                    ============== ==============


</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, 1995, Fund HY had capital loss carryovers
    totaling $4,562,238 which may be available to offset any future realized
    taxable gains, to the extent provided by regulations. These amounts expire
    during the period 1996-2003.

    OTHER. The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.

    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.



                                     -21-
<PAGE>   24


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

2.  INVESTMENTS

    Purchases and sales of securities other than short-term investments
    aggregated $5,528,463 and $4,366,967, respectively, for the six months ended
    June 30, 1996. 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 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 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,
                                                              -------------   -------------
                                                                  1996            1995
                                                                  ----            ----
<S>                                                           <C>             <C>
Shares sold.................................................       187,864         206,291
Shares redeemed.............................................      (150,841)       (276,334)
Shares issued in reinvestment of distributions from net                                   
  investment income.........................................       164,348         122,473
                                                              -------------   -------------
Net.........................................................       201,371          52,430
                                                              =============   =============
</TABLE>

    As of June 30, 1996, 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)
                                               --------    --------------------------------------------------------
                                                1996          1995        1994       1993        1992        1991     
                                                ----          ----        ----       ----        ----        ----     
<S>                                            <C>          <C>         <C>         <C>        <C>         <C>        
PER SHARE DATA:                                                                                                       
- ---------------                                                                                                       
Net asset value, beginning of period.........  $  9.00      $  8.49     $  9.25     $  8.91    $  8.75     $  7.87    
                                                                                                                      
  Income from operations                                                                                              
  ----------------------                                                                                              
  Net investment income......................     0.40         0.80        0.66        0.68       0.88        0.94    
  Net gains or losses on securities                                                                                   
    (realized and unrealized)................     0.26         0.41       (0.76)       0.47       0.18        0.88    
                                               --------      -------    --------    -------    --------    --------   
    Total from investment operations.........     0.66         1.21       (0.10)       1.15       1.06        1.82    
                                                                                                                      
  Less distributions                                                                                                  
  ------------------                                                                                                  
  Distributions from net investment income...    (0.94)       (0.70)      (0.66)      (0.81)     (0.90)      (0.94)   
                                               --------     --------    --------    -------    --------    --------   
                                                                                                                      
Net asset value, end of period...............  $  8.72      $  9.00     $  8.49     $  9.25    $  8.91     $  8.75    
                                               ========     ========    ========    =======    ========    ========   
                                                                                                                      
TOTAL RETURN*                                     7.97%       15.47%      (1.26)%     14.01%     13.16%      26.11%   
- ------------                                                                                                          
                                                                                                                      
RATIOS/SUPPLEMENTAL DATA:                                                                                             
- -------------------------                                                                                             
  Net assets, end of period (thousands)......  $14,260      $12,902     $11,716     $12,765    $10,289     $ 7,724    
  Ratio of  expenses to average net assets**.     1.05%#       1.25%       1.25 %      0.99%      0.56%       0.56%   
  Ratio of net investment income to average                                                                           
    net assets...............................     9.19%#       9.37%       7.71 %      7.69%     10.24%      11.93%   
  Portfolio turnover rate....................       37%         222%        146 %        19%        52%         35%   
</TABLE>


*    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 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
     1.28 %, 1.33%, 1.31%, 1.28% and 1.87% the years ended December 31, 1995,
     1994, 1993, 1992 and 1991, respectively. For the six months ended June 30,
     1996, there was no expense reimbursement by The Travelers in connection
     with the voluntary expense limitations described in Note 3.

#    Annualized.



                                     -23-
<PAGE>   26
                             HIGH YIELD BOND TRUST

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1996


<TABLE>
<CAPTION>
                                                               PRINCIPAL              MARKET
                                                                AMOUNT                 VALUE
                                                             -------------          -----------
<S>                                                         <C>                  <C>
BONDS (92.2%)

   AMUSEMENTS (7.0%)
     Genmar Holdings, Inc.,
        13.50% Notes, 2001                                  $    500,000          $     438,750
     Plitt Theatres,
        10.875% Notes, 2004                                      500,000                505,000
                                                                                ----------------
                                                                                        943,750
                                                                                ----------------
   CHEMICALS, PHARAMACEUTICALS
    AND ALLIED PRODUCTS (3.6%)
     Renaissance Cosmetics, Inc.,
        13.75% Notes, 2001                                       500,000                486,250
                                                                                ----------------

   COMMUNICATION (17.4%)
     Adelphia Communications,
        9.50% Notes, 2004 (A)                                    287,344                249,988
     Clearnet Communications,
        0.00% Notes, 2005                                        500,000                310,000
     Commodore Media, Inc.,
        7.50% Notes, 2003                                        500,000                508,750
     International Cabletel, Inc.,
        0.00% Notes, 2006                                        500,000                282,500
     Paxson Communication,
        11.625% Notes, 2002                                      400,000                418,000
     Pegasus Media & Communications,
        12.50% Notes, 2005                                       400,000                430,000
     Telewest PLC,
        0.00% Debentures, 2007                                   250,000                148,750
                                                                                ----------------
                                                                                      2,347,988
                                                                                ----------------
   CONSTRUCTION (1.8%)
     Greystone Homes, Inc.,
        10.75% Notes, 2004                                       250,000                248,750
                                                                                ----------------

  ELECTRICAL AND
    ELECTRONIC MACHINERY (2.8%)
     Alliance Entertainment Corp.,
        11.25% Notes, 2005                                       400,000                378,000
                                                                                ----------------

   FINANCE (3.1%)
     B.F. Saul REIT,
        11.625% Notes, 2002                                      400,000                412,000
                                                                                ----------------

   FOOD (2.8%)
     Pilgrim Pride Corp.,
        10.875% Notes, 2003                                      400,000                382,000
                                                                                ----------------

   METAL PRODUCTS (6.6%)
     Gulf States Steel,
        13.50% Notes, 2003                                       500,000                447,500

     Sheffield Steel,
        12.00% Bonds, 2001                                       500,000                437,500
                                                                                ----------------
                                                                                        885,000
                                                                                ----------------
   PAPER AND ALLIED PRODUCTS (2.9%)
     Mail-Well, Inc.,
        10.50% Notes, 2004                                       400,000                384,000
                                                                                ----------------

   PETROLEUM REFINING AND
   RELATED INDUSTRIES (3.4%)
     Transamerican Refining, Inc.,
        16.50% Notes, 2002                                       500,000                455,000
                                                                                ----------------

   PRINTING, PUBLISHING AND
    ALLIED INDUSTRIES (3.6%)
     Sullivan Graphics,
        12.75% Notes, 2005                                       500,000                482,500
                                                                                ----------------

   RETAIL (10.9%)
     Family Restaurant, Inc.,
        0.00% Notes, 2004                                        250,000                 33,750
     Flagstar Corp.,
        10.75% Notes, 2001                                       250,000                218,750
     Kmart Corp.,
        7.90% Notes, 2000                                        500,000                455,413
     Phar-Mor, Inc.,
        11.72% Notes, 2002                                       400,000                398,520
     Pueblo Xtra International,
        9.50% Notes, 2003                                        400,000                355,000
                                                                                ----------------
                                                                                      1,461,433
                                                                                ----------------
   SERVICES (10.3%)
     Americold Corp.,
        11.50% Bonds, 2005                                       500,000                508,125
     Florists Transworld Delivery,
        14.00% Notes, 2001                                       500,000                487,500
     Regency Health Services, Inc.,
        9.875% Notes, 2002                                       400,000                385,000
                                                                                ----------------
                                                                                      1,380,625
                                                                                ----------------
   TEXTILE MILL PRODUCTS (2.9%)
     CMI Industries,
        9.50% Notes, 2003                                        500,000                390,000
                                                                                ----------------

   TRANSPORTATION (6.9%)
     Terex Corp.,
        13.75% Notes, 2002                                       400,000                416,000
     Trans World Airlines, Inc.,
        12.00% Notes, 1998 (A)                                   500,000                520,000
                                                                                ----------------
                                                                                        936,000
                                                                                ----------------
   TRANSPORTATION MANUFACTURING (2.8%)
     Johnstown America Inds, Inc.,
        11.75% Notes, 2005                                       400,000                378,000
                                                                                ----------------

   WHOLESALE TRADE (3.4%)
     Fleming Cos., Inc.,
        10.625% Notes, 2001                                      500,000                456,250
                                                                                ----------------

        TOTAL BONDS (COST $12,236,502)                                               12,407,546
                                                                                ----------------
</TABLE>
<TABLE>
<CAPTION>

                                                                   NO. OF
                                                                   SHARES
                                                                 ----------
<S>                                                                <C>                   <C>
COMMON STOCKS (0.0%)

   METAL PRODUCTS (0.0%)
     Gulf States Steel (B)                                           500                  2,500
                                                                                ----------------

   TRANSPORTATION (0.0%)
     Terex Corp. (C)                                               1,600                  3,000
                                                                                ----------------

   UTILITIES (0.0%)
     Great Bay Power Co. (C)                                         264                  1,865
                                                                                ----------------

        TOTAL COMMON STOCKS
        (COST $0)                                                                         7,365
                                                                                ----------------
</TABLE>



                                      -24-
<PAGE>   27


                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED

<TABLE>
<CAPTION>
                                                                PRINCIPAL               MARKET
                                                                 AMOUNT                 VALUE
                                                              -------------           ----------
<S>                                                           <C>                 <C>
SHORT-TERM INVESTMENTS (7.8%)

   COMMERCIAL PAPER (3.7%)
     Knight-Ridder, Inc.,
        5.35% due July 19, 1996                               $  500,000            $   497,843
                                                                                  --------------
   REPURCHASE AGREEMENTS (4.1%)
     Merrill Lynch Government
       Securities, Inc.,
        5.25% Repurchase Agreement
        dated June 28, 1996 due
        July 1, 1996, collateralized
        by: United States of America
        Treasury, 530,000,
        7.50% due November 15, 2001                              546,000                546,000
                                                                                  --------------

        TOTAL SHORT-TERM
        INVESTMENTS (COST $1,043,853)                                                 1,043,843
                                                                                  --------------

        TOTAL INVESTMENTS (100%)
        (COST $13,280,355) (D)                                                     $ 13,458,754
                                                                                  ==============

</TABLE>

NOTES

(A)  Paid-in-kind Security.

(B)  Warrant.

(C)  Non-income Producing Security.

(D)  At June 30, 1996, net unrealized appreciation for all securities was
     $178,399. This consisted of aggregate gross unrealized appreciation for
     all securities in which there was an excess of market value over cost of
     $545,559 and aggregate gross unrealized depreciation for all securities
     in which there was an excess of cost over market value of $367,160.

         See Notes to Financial Statements



                                      -25-

<PAGE>   28
                          CAPITAL APPRECIATION FUND

    During the second quarter of 1996, interest rates continued to rise and
    financial markets remained volatile. Despite the pressure from rates, the
    Standard & Poor's 500 Stock Index ("S&P 500") managed to post a new record,
    and gained 4.5% for the quarter. Capital Appreciation Fund outperformed the
    index, gaining 6.1% for the second quarter.

    The debate over the strength of economic growth intensified during the last
    three months. Employment data, demand at the manufacturing level, and auto
    and housing sales all pointed to a robust economy. But commodity prices,
    which tend to be a good indicator of future economic strength, began to
    correct. The downturn in commodities suggests inflation could remain benign.
    Another sign of possible economic weakness is the unusually high rate of
    consumer loan delinquencies, which may indicate an abatement in consumer
    spending.

    Whichever side of the debate proves correct, we intend to maintain Janus'
    long-term strategy of selecting good business selling at reasonable prices.
    If rates rise, however, it will lift the hurdle. The ability of the
    companies we own to make their earnings objectives will be even more
    crucial. If rates stabilize, or decline, and the economy continues to grow
    moderately, that will be positive for equities. With interest rates at 7.0%
    or less and low inflation, it would not be unreasonable to expect the S&P
    500 to carry a price to earnings ratio ("PE") of 16-17. The S&P 500's
    earnings could hit $42-$44 this year, implying a potential gain of roughly
    14.0%. However, until the economic outlook becomes clearer, we intend to
    monitor the situation closely.

    Financial stocks remain a major theme in the portfolio. Large money-center
    banks are still a principle focus. Holdings include two recent mergers:
    Chase Manhattan which was acquired by Chemical Bank but chose to retain the
    Chase name; and Wells Fargo, which completed its acquisition of First
    Interstate. Both Wells Fargo and Chase will implement substantial cost
    savings and produce a number of synergies via the integration of their many
    complementary businesses. The new banks will generate exceptional cash flow,
    and some of this money will be used to repurchase their own shares. We also
    continue to hold Citicorp, whose international operations remain very
    profitable, Merrill Lynch, the premier asset gatherer in the financial
    industry, and Federal National Mortgage Association, the dominant lender in
    the home mortgage market.

    Pharmaceutical companies make up a second area of concentration. Eli Lilly
    was added because the company has a number of potentially blockbuster drugs
    newly in the market. These include a faster-acting synthetic insulin for
    diabetes, a new drug for the treatment of schizophrenia, and a treatment for
    acute heart disease that was developed in conjunction with another holding,
    Centocor. Lilly's new drugs, along with the continued growth of Prozac,
    should cause earnings to accelerate rapidly. Pfizer and Amgen round out our
    pharmaceutical holdings.

    We also own a number of special situations. Gucci was the top performer in
    this group. Gucci has redesigned its line of high-end accessories and
    refocused on core markets. Another member, Microsoft, dominates the huge
    market for PC operating software, much as Boeing dominates the market for
    large commercial aircraft. Boeing is benefiting from international demand
    and from shorter, more predictable productivity and delivery cycles. With
    the decline of athletic footwear manufacturer Reebok, Nike and Fila are
    capturing market share. Nike enjoys international brand awareness in both
    its athletic shoe and apparel products. The Olympics will serve to
    strengthen Nike's position. Nike has proven itself to be very adept at
    hiring the right professional athletes as spokespersons, and is now invading
    the soccer market in Europe and South America with both footwear and
    apparel. The company has also introduced specialized athletic clothing
    designed to handle the conditions encountered in individual sports, from
    running to biking to skiing. Nike's chairman recently said that the
    opportunities for his company are now as great as they were in the 1980s,
    when Nike's growth was explosive. These remarks were lent credibility by
    Nike's earnings release for fiscal 1996.  Earnings per share were up 39.0%, 
    while future orders rose by 55.0%.


                                     -27-
<PAGE>   29


                          CAPITAL APPRECIATION FUND

    IBM proved a disappointment during the second quarter. We sold the position
    at a moderate loss when it became clear that pricing power for IBM's
    mainframes was much softer than our estimates. Danka Business Systems also
    declined. Danka sells and services copiers and other office equipment. The
    industry is consolidating, and Danka stands to be one of the chief
    competitors going forward. Unfortunately, costs associated with the
    company's rapid growth were higher than analysts had anticipated, and the
    stock sold off. We believe the reaction was overdone. The copier industry is
    shifting to color and network solutions, and Danka has the expertise to
    capitalize on this trend. The company should grow at 25%-30% over the next
    three years, and yet carries a PE of less than 16.

    While interest rates will probably determine the course of the market in the
    near term, in the long run we believe stock selection is the most important
    performance factor in the portfolio, and we remain very excited about the
    prospects for our individual holdings. Though market volatility can be
    nerve-wracking, it can also provide opportunities to purchase shares of
    great companies at better prices.

    PORTFOLIO MANAGER: THOMAS F. MARSICO


                                     -28-
<PAGE>   30


                          CAPITAL APPRECIATION FUND

                STATEMENT OF ASSETS AND LIABILITES (UNAUDITED)
                                JUNE 30, 1996


<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $133,685,003)......     $ 168,794,519
   Cash.......................................................................             7,651
   Receivables:
      Dividends...............................................................            36,855
      Interest................................................................            16,810
      Investment securities sold..............................................         2,498,849
                                                                                   --------------
         Total Assets.........................................................       171,354,684
                                                                                   --------------

LIABILITIES:
   Payables:
      Investment securities purchased.........................................         5,663,810
      Investment management and advisory fees.................................            20,336
   Accrued expenses...........................................................            21,478
                                                                                   --------------
         Total Liabilities....................................................         5,705,624
                                                                                   --------------

NET ASSETS....................................................................     $ 165,649,060
                                                                                   ==============

NET ASSETS REPRESENTED BY:
   Paid-in capital............................................................     $ 122,852,049
   Undistributed net investment income........................................           555,754
   Accumulated net realized gains (losses) on investment security transactions         7,131,741
   Net unrealized appreciation on investment securities.......................        35,109,516
                                                                                   --------------
      Total net assets (applicable to 4,590,596 shares outstanding at $36.08                    
        per share)............................................................     $ 165,649,060
                                                                                   ==============

</TABLE>


















                      See Notes to Financial Statements


                                     -29-
<PAGE>   31


                          CAPITAL APPRECIATION FUND

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996


<TABLE>
<S>                                                                <C>             <C>
INVESTMENT INCOME:
   Dividends..................................................     $    809,424
   Interest...................................................          346,593
                                                                   --------------
      Total income............................................                     $  1,156,017

EXPENSES:
   Investment management and advisory fees....................          537,619
   Accounting and audit fees..................................           19,920
   Custodian fees.............................................           23,599
   Printing and postage.......................................           11,573
   Trustees' fees.............................................            5,491
   Registration fees..........................................              996
   Legal fees.................................................            1,065
                                                                   --------------
      Total expenses..........................................                          600,263
                                                                                   --------------
         Net investment income................................                          555,754
                                                                                   --------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN ON
      INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
      Proceeds from investment securities sold................       99,026,216
      Cost of investment securities sold......................       91,951,304
                                                                   --------------
         Net realized gain....................................                        7,074,912

   Change in unrealized gain on investment securities:
      Unrealized gain at December 31, 1995....................       21,220,176
      Unrealized gain at June 30, 1996........................       35,109,516
                                                                   --------------
         Net change in unrealized gain for the period.........                       13,889,340
                                                                                   --------------
            Net realized gain and change in unrealized gain...                       20,964,252
                                                                                   --------------

   Net increase in net assets resulting from operations.......                     $ 21,520,006
                                                                                   ==============
</TABLE>










                      See Notes to Financial Statements


                                     -30-
<PAGE>   32


                          CAPITAL APPRECIATION FUND

                      STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>                                                                                
                                                                      SIX MONTHS     YEAR ENDED
                                                                         ENDED        DECEMBER 
                                                                       JUNE 30,          31,   
                                                                         1996           1995
                                                                         ----           ----
                                                                      (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income......................................      $     555,754  $     811,421
   Net realized gain from investment security transactions....          7,074,912     12,852,764
   Net change in unrealized gain on investment securities.....         13,889,340     16,423,842
                                                                    -------------- --------------
      Net increase in net assets resulting from operations....         21,520,006     30,088,027
                                                                    -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income and net short-term realized gains from
      investment security transactions........................         (4,920,974)      (540,784)
   Net long-term realized gains from investment security                                        
      transactions............................................         (3,690,149)             -
                                                                    -------------- --------------
      Total distributions to shareholders.....................         (8,611,123)      (540,784)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold..................................         27,856,452     26,600,150
   Dividend reinvestment......................................          8,611,123        540,784
   Payments for shares redeemed...............................         (5,882,830)   (13,026,347)
                                                                    -------------- --------------
      Net increase in net assets resulting from capital share                                   
        transactions..........................................         30,584,745     14,114,587
                                                                    -------------- --------------
         Net increase in net assets...........................         43,493,628     43,661,830

NET ASSETS:
   Beginning of period........................................        122,155,432     78,493,602
                                                                    -------------- --------------
   End of period (including undistributed net investment income 
        as follows:
        June, 1996 $555,754 and December, 1995 $811,421)......      $ 165,649,060  $ 122,155,432
                                                                    ============== ==============
</TABLE>















                      See Notes to Financial Statements


                                     -31-
<PAGE>   33


                  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") and The Travelers Life and
    Annuity Company, indirect wholly owned subsidiaries 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.

    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.

    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.

    OTHER. The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.


                                     -32-
<PAGE>   34


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

    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 $100,051,586 and $73,176,051 respectively, for the six months
    ended June 30, 1996. 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 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,
                                                              --------------  --------------
                                                                  1996            1995
                                                                  ----            ----
<S>                                                           <C>             <C>
Shares sold...............................................          806,702         900,317
Shares redeemed...........................................         (173,948)       (445,510)
Shares issued in reinvestment of distributions:
   from net investment income and net short-term realized                                  
     gains................................................          158,585          22,109
   from net long-term realized gains......................          118,033               -
                                                              --------------  --------------

Net.......................................................          909,372         476,916
                                                              ==============  ==============
</TABLE>

    As of June 30, 1996, 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.

5.  SUBSEQUENT EVENT

    Effective July 1, 1996, Travelers Asset Management International
    Corporation, an indirect wholly owned subsidiary of Travelers Group Inc.
    replaces TIMCO as investment adviser.


                                     -33-
<PAGE>   35


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

6.  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)
                                               ---------  ----------------------------------------------------------------
                                                 1996           1995        1994       1993*        1992          1991        
                                                 ----           ----        ----       ----         ----          ----        
<S>                                            <C>           <C>         <C>           <C>         <C>         <C>          
PER SHARE DATA:                                                                                                    
- ---------------                                                                                                    
Net asset value, beginning of period.........  $  33.18      $  24.50     $ 25.87      $ 22.72      $ 19.63     $ 14.62      
                                                                                                                   
  Income from operations                                                                                           
  ----------------------                                                                                           
  Net investment income......................      0.13          0.24        0.19         0.19         0.28        0.36      
  Net gains or losses on securities                                                                                   
    (realized and unrealized)................      5.09          8.61       (1.41)        3.21         3.13        4.75      
                                                -------       --------    --------     --------     --------    -------      
    Total from investment operations.........      5.22          8.85       (1.22)        3.40         3.41        5.11      
                                                                                                                      
  Less distributions                                                                                               
  ------------------                                                                                               
  Distributions from net investment income                                                                         
    and net short-term realized gains........     (1.33)        (0.17)      (0.15)       (0.25)       (0.32)      (0.10)     
  Distributions from net long-term realized                                                                        
    gains....................................     (0.99)            -           -            -            -           -      
                                                -------       --------    --------     --------     --------    -------      
    Total distributions......................     (2.32)        (0.17)      (0.15)       (0.25)       (0.32)      (0.10)     
                                                                                                                   
Net asset value, end of period...............  $  36.08      $  33.18     $ 24.50      $ 25.87      $ 22.72     $ 19.63      
                                                =======       ========    ========     ========     ========    =======      
                                                                                                                   
TOTAL RETURN**                                    16.84%        36.37%      (4.76)%      15.09%       17.60%      35.16%    
- ------------                                                                                                       
                                                                                                                   
RATIOS/SUPPLEMENTAL DATA:                                                                                          
- -------------------------                                                                                          
  Net assets, end of period (thousands)......  $165,649      $122,155     $78,494      $62,414      $29,506     $20,497   
  Ratio of expenses to average net assets##..      0.84%#        0.85%       0.89%        0.87%        0.56%       0.56%   
  Ratio of net investment income to average                                                                        
    net assets...............................      0.80%#        0.84%       0.79%        0.81%        1.39%       2.05%   
  Portfolio turnover rate....................        56%          124%        106%         155%         126%        205%   
  Average commission rate paid###............  $ 0.0420             -           -            -            -           -    
</TABLE>

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

**   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 separate
     accounts of The Travelers Insurance Company and The Travelers Life and
     Annuity Company 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 these separate
     accounts. For periods of less than one year, total returns are not
     annualized.

#    Annualized.

##   The ratio of expenses to average net assets for 1991-1993 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%, and 1.28% for the years
     ended December 31, 1993, 1992, and 1991, respectively. For the six months
     ended June 30, 1996 and the years ended December 31, 1995 and 1994, there
     were no expense reimbursements by The Travelers in connection with the
     voluntary expense limitations described in Note 3.

###  Calculated by dividing the total dollar amount of commissions paid for
     equity securities by the total number of shares purchased and sold during
     the period.


                                     -34-
<PAGE>   36


                           CAPITAL APPRECIATION FUND

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1996

<TABLE>
<CAPTION>
                                                                 NO. OF               MARKET
                                                                 SHARES               VALUE
                                                               ----------           ----------
<S>                                                            <C>               <C>
COMMON STOCKS (92.3%)

     BANKING (11.2%)
        Chase Manhattan Corp.                                     81,475          $   5,754,172
        Citicorp                                                  71,190              5,882,074
        Wells Fargo & Co.                                         30,666              7,325,340
                                                                                ----------------
                                                                                     18,961,586
                                                                                ----------------
      CHEMICALS, PHARMACEUTICALS AND
       ALLIED PRODUCTS (16.6%)
        Amgen Inc. (A)                                            64,300              3,464,163
        Centocor, Inc. (A)                                        48,100              1,439,994
        Cytec Industries, Inc. (A)                                58,525              5,003,887
        Eli Lilly & Co.                                           86,900              5,648,500
        Monsanto Co.                                             145,125              4,716,562
        Pfizer, Inc.                                              63,475              4,530,528
        Praxair, Inc.                                             75,500              3,189,875
                                                                                ----------------
                                                                                     27,993,509
      COMMUNICATION (1.0%)
        MFS Communication (A)                                     42,850              1,609,553
                                                                                ----------------

      ELECTRICAL AND
       ELECTRONIC MACHINERY (3.3%)
        General Electric Corp.                                    41,750              3,611,375
        U.S. Robotics, Inc.                                       22,700              1,938,013
                                                                                ----------------
                                                                                      5,549,388
                                                                                ----------------
      FINANCE (11.1%)
        Charles Schwab Corp.                                      26,450                648,025
        Federal Home Loan Mortgage Corp.                           4,375                374,062
        Federal National Mortgage Association                    104,155              3,489,193
        HFS Inc. (A)                                              69,150              4,840,500
        Merrill Lynch & Co., Inc.                                100,965              6,575,346
        Morgan Stanley Group, Inc.                                28,900              1,419,712
        Reuters Holdings PLC                                       7,425                537,848
        Student Loan Marketing Association                        11,375                841,750
                                                                                ----------------
                                                                                     18,726,436
                                                                                ----------------
      FOOD (5.4%)
        Coca-Cola Co.                                             93,250              4,557,594
        PepsiCo, Inc.                                            105,050              3,716,144
        Starbucks Corp. (A)                                       29,575                833,645
                                                                                ----------------
                                                                                      9,107,383
                                                                                ----------------
      HOTELS & LODGING (1.9%)
        Hilton Hotels Corp.                                       14,400              1,620,000
        ITT Corp. (A)                                             24,600              1,629,750
                                                                                ----------------
                                                                                      3,249,750
                                                                                ----------------
      INSURANCE (1.8%)
        CMAC Investment Corp.                                     13,300                764,750
        Oxford Health Plans (A)                                   56,200              2,307,713
                                                                                ----------------
                                                                                      3,072,463
                                                                                ----------------
      MACHINERY (8.8%)
        Ascend Communications (A)                                 64,475              3,622,689
        Cisco Systems (A)                                         79,800              4,523,662
        Diebold, Inc.                                             23,175              1,118,194
        Electronics For Imaging (A)                               58,000              4,027,375
        Shiva Corp. (A)                                           20,450              1,636,000
                                                                                ----------------
                                                                                     14,927,920
                                                                                ----------------
      MISCELLANEOUS MANUFACTURING (3.1%)
        Danka Business Systems PLC                                61,075              1,782,627
        Fila Holdings SpA                                         39,100              3,372,375
                                                                                ----------------
                                                                                      5,155,002
                                                                                ----------------
      RETAIL (3.0%)
        Gucci Group N.V. (A)                                      50,400              3,250,800
        Home Depot, Inc.                                          32,000              1,728,000
                                                                                ----------------
                                                                                      4,978,800
                                                                                ----------------
      RUBBER AND PLASTIC PRODUCTS (2.2%)
        Nike, Inc.                                                36,825              3,783,769
                                                                                ----------------
      SERVICES (13.6%)
        First Data Corp.                                          62,625              4,986,516
        Flightsafety International, Inc.                          51,125              2,773,531
        Gartner Group, Inc. (A)                                  133,350              4,892,278
        Gtech Holdings Corp. (A)                                  98,100              2,906,213
        Microsoft Corp. (A)                                       53,125              6,378,320
        Oracle Corp. (A)                                          21,525                848,892
        Parametric Technology Co. (A)                              5,750                249,047
                                                                                ----------------
                                                                                     23,034,797
                                                                                ----------------
      TRANSPORTATION (3.2%)
        AMR, Corp. (A)                                            15,975              1,453,725
        Trans World Airlines, Inc. (A)                           100,000              1,425,000
        UAL Corp. (A)                                             47,000              2,526,250
                                                                                ----------------
                                                                                      5,404,975
                                                                                ----------------
      TRANSPORTATION MANUFACTURING (6.1%)
        Boeing Co.                                                70,575              6,148,847
        McDonnell Douglas Corp.                                   30,550              1,481,675
        Textron, Inc.                                             33,025              2,637,872
                                                                                ----------------
                                                                                     10,268,394
                                                                                ----------------
          TOTAL COMMON STOCKS
          (COST $120,714,233)                                                       155,823,725
                                                                                ----------------
</TABLE>
<TABLE>
<CAPTION>
                                                             PRINCIPAL
                                                              AMOUNT
                                                          --------------
<S>                                                       <C>
SHORT-TERM INVESTMENTS (7.7%)

     COMMERCIAL PAPER (4.7%)
       Ford Motor Credit Co.,
        5.49% due July 1, 1996                            $    8,000,000              7,996,340

     U.S. GOVERNMENT AGENCY
       Securities (3.0%)
        FNMA 30-Year Long Term,
        5.29% due July 18, 1996                                5,000,000              4,974,454
                                                                                ----------------

          TOTAL SHORT-TERM
          INVESTMENTS (COST $12,970,770)                                             12,970,794
                                                                                ----------------
          TOTAL INVESTMENTS (100%)
          (COST $133,685,003) (B)                                                   168,794,519
                                                                                ================
</TABLE>

NOTES

(A)  Non-income Producing Security.

(B)  At June 30, 1996, net unrealized appreciation for all securities was
     $35,109,516. This consisted of aggregate gross unrealized appreciation for
     all securities in which there was an excess of market value over cost of
     $36,864,034 and aggregate gross unrealized depreciation for all securities
     in which there was an excess of cost over market value of $1,754,518.



           See Notes to Financial Statements

                                      -35-

<PAGE>   37

                              CASH INCOME TRUST

    The Trust's investment objective is to provide shareholders with high
    current income from short-term money market investments while emphasizing
    preservation of capital and maintaining a high degree of liquidity. The
    Trust pursues this objective by investing in securities maturing in one
    year or less.

    The assets in Cash Income Trust continue to be invested in U.S. 
    Treasuries.  This has provided the portfolio with safety, liquidity and
    stability.

    PORTFOLIO MANAGER: EMIL J. MOLINARO JR.


                                    -34-
<PAGE>   38


                              CASH INCOME TRUST
                                      
               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1996

<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $2,455,363)........     $ 2,455,169
   Cash.......................................................................          30,513
   Receivables:
      Interest................................................................          14,394
      Receivable from The Travelers...........................................          23,337
                                                                                   --------------
         Total Assets.........................................................       2,523,413
                                                                                   --------------

LIABILITIES:
   Payables:
      Investment management and advisory fees.................................             134
      Dividends...............................................................           6,545
   Accrued expenses:
      Reimbursable expenses...................................................          23,337
      Other expenses..........................................................           4,321
                                                                                   --------------
         Total Liabilities....................................................          34,337
                                                                                   --------------

NET ASSETS:
      (Applicable to 2,489,076 shares outstanding at $1.00 per share).........     $ 2,489,076
                                                                                   ==============
</TABLE>











                      See Notes to Financial Statements


                                     -35-
<PAGE>   39


                              CASH INCOME TRUST

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996

<TABLE>
<S>                                                                <C>             <C>
INVESTMENT INCOME:
   Interest...................................................                     $      49,649

EXPENSES:
   Investment management and advisory fees....................     $       3,222
   Accounting and audit fees..................................            13,940
   Printing and postage.......................................            11,520
   Trustees' fees.............................................             5,503
   Registration fees..........................................               486
   Legal fees.................................................             1,065
                                                                   --------------
      Total expenses before reimbursement from The Travelers..            35,736
   Less: Reimbursement from The Travelers.....................           (23,337)
                                                                   --------------
      Net expenses............................................                            12,399
                                                                                   --------------
         Net investment income................................                            37,250
                                                                                   --------------
   Net increase in net assets resulting from operations.......                     $      37,250
                                                                                   ==============
</TABLE>















                      See Notes to Financial Statements


                                     -36-
<PAGE>   40


                              CASH INCOME TRUST

                      STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                      SIX MONTHS     YEAR ENDED
                                                                         ENDED        DECEMBER 
                                                                       JUNE 30,          31,   
                                                                         1996           1995
                                                                         ----           ----
                                                                      (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income.........................................   $      37,250  $      51,414
                                                                    -------------- --------------
      Net increase in net assets resulting from operations.......          37,250         51,414
                                                                    -------------- --------------
DISTRIBUTIONS TO SHAREHOLDER FROM NET INVESTMENT INCOME..........         (37,250)       (51,414)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold.....................................       4,543,520      3,284,741
   Dividends reinvested..........................................          36,207         52,033
   Payments for shares redeemed..................................      (3,507,335)    (3,122,783)
                                                                    -------------- --------------
      Net increase in net assets resulting from capital share                                   
        transactions.............................................       1,072,392        213,991
                                                                    -------------- --------------
         Net increase in net assets..............................       1,072,392        213,991

NET ASSETS:
   Beginning of period...........................................       1,416,684      1,202,693
                                                                    -------------- --------------
   End of period.................................................   $   2,489,076  $   1,416,684
                                                                    ============== ==============
</TABLE>


















                      See Notes to Financial Statements


                                     -37-
<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") and The Travelers Life and Annuity
    Company, indirect wholly owned subsidiaries 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, 1995, Fund CI had capital loss carryovers
    totaling $1,785, which may be available to offset any future realized
    taxable gains, to the extent provided by regulations. These amounts expire
    during the period 1996-2002.

    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. The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.

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


                                     -38-
<PAGE>   42


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

2.  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 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.

3.  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,
                                                          ------------   -------------
                                                             1996            1995
                                                             ----            ----
<S>                                                       <C>            <C>
Shares sold............................................     4,543,520      3,284,741
Shares redeemed........................................    (3,507,335)    (3,122,783)
Shares issued in reinvestment of distributions.........        36,207         52,033
                                                          ------------   -------------
Net....................................................     1,072,392        213,991
                                                          ============   =============
</TABLE>

    As of June 30, 1996 all outstanding shares of beneficial interest were owned
    by The Travelers Fund UL for Variable Life Insurance, a separate account of
    The Travelers.


                                     -39-
<PAGE>   43


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

4.  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)
                                           ---------  -------------------------------------------------------------------
                                             1996          1995         1994          1993         1992          1991       
                                             ----          ----         ----          ----         ----          ----       
<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.................    0.0182       0.0417       0.0278        0.0214        0.0322       0.0650      
  Less distributions from net investment                                                                                    
    income...............................   (0.0182)     (0.0417)     (0.0278)      (0.0214)      (0.0322)     (0.0650)     
                                           ---------    ---------     --------     ---------     ---------    ---------     
                                                                                                                            
Net asset value, end of period                                                                                              
  (unchanged during the period)..........  $   1.00     $   1.00      $  1.00      $   1.00      $   1.00     $   1.00      
                                           =========    =========     ========     =========     =========    =========     
                                                                                                                            
TOTAL RETURN*                                  1.82%        4.17%        2.78%         2.14%         3.22%        6.50%    
- ------------                                                                                                                
                                                                                                                            
RATIOS/SUPPLEMENTAL DATA:                                                                                                   
- -------------------------                                                                                                   
  Net assets, end of period (thousands)..  $  2,489     $  1,417      $ 1,203      $    647      $    697     $    690      
  Ratio of expenses to average net                                                                                          
    assets**.............................      1.25%#       1.25%        1.25%         0.94%         0.38%        0.38%    
</TABLE>

*    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
     separate accounts of The Travelers Insurance Company and The Travelers Life
     and Annuity company 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 these 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 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
     3.60% annualized, for the six months ended June 30, 1996 and 7.37%, 6.40%,
     8.47%, 7.70%, and 11.61% the years ended December 31, 1995, 1994, 1993,
     1992, and 1991, respectively.

#    Annualized.

5.  SUBSEQUENT EVENT

    Effective August 1, 1996, The Travelers has agreed to reimburse Fund CI for
    the amount by which Fund CI's aggregate annualized operating expenses,
    excluding brokerage commissions and any interest charges and taxes, exceed
    0.60% of Fund CI's average net assets.


                                       -40-
<PAGE>   44


                              CASH INCOME TRUST

                     STATEMENT OF INVESTMENTS (UNAUDITED)
                                JUNE 30, 1996


<TABLE>
<CAPTION>
                                          PRINCIPAL  MARKET     
                                           AMOUNT     VALUE     
                                          --------  ---------   
<S>                                     <C>         <C>         
SHORT-TERM INVESTMENTS (100%)                                   
                                                                
  U.S. GOVERNMENT SECURITIES (100%)
   United States of America Treasury,
        4.97% due July 25, 1996         $ 225,000   $ 222,975
   United States of America Treasury,
        4.99% due July 25, 1996           100,000      99,194    
   United States of America Treasury,
        5.03% due August 1,1996           400,000     394,947    
   United States of America Treasury,
        5.04% due August 1, 1996          165,000     163,027    
   United States of America Treasury,
        5.07% due August 29, 1996         250,000     246,748    
   United States of America Treasury,
        5.11% due August 22, 1996         200,000     197,642    
   United States of America Treasury,
        5.13% due September 5, 1996       400,000     394,890    
   United States of America Treasury,
        5.15% due October 10, 1996        375,000     365,534    
   United States of America Treasury,
        5.14% due September 19, 1996      175,000     172,740    
   United States of America Treasury,
        5.18% due September 19, 1996      200,000     197,472    
                                                   ----------   
     TOTAL INVESTMENTS (100%)                                   
      (COST $2,455,363)                            $2,455,169   
                                                   ==========   

</TABLE>





                      See Notes to Financial Statements


                                     -41-
<PAGE>   45


                          THE TRAVELERS SERIES TRUST
                     U.S. GOVERNMENT SECURITIES PORTFOLIO

    The bear market for bonds began in February and continued through the second
    quarter. Yields on Treasuries with maturities between 5 and 10 years rose
    1.09% or more. The yield curve flattened, with the difference between 2 year
    to 30 year Treasuries ending at 78 basis points, while trading in a range of
    68 to 93 basis points over the first half.

    Mortgage backed securities outperformed similar Treasury securities as fears
    of refinancing all but vanished. As an asset class, tight corporate spreads
    also provided greater returns to this sector. During the first half, the
    Lehman Mortgage Index returned 0.4% versus a negative 1.9% for the Lehman
    Government/Corporate Bond Index.

    As the market has repriced the mortgage landscape, we are selectively
    looking at adding more convex securities. Cusp coupon mortgages (those that
    are at-the-money in terms of refinancing) and premiums have fared well
    recently. Traditionally, when the mortgage market has offered convexity
    cheaply, it has paid to take it. Agency debentures that offer incremental
    value versus Treasuries are attractive as bullet substitutes. We will keep
    our exposure to Financing Corporation ("FICO") coupon strips, which we
    believe can tighten over 10 basis points during the next several months. The
    portfolio duration will be kept close to neutral, erring modestly on the
    long side, as technical signals indicate a near-term reprieve in the bear
    market may be in store. The portfolio will maintain its AAA quality rating.

    PORTFOLIO MANAGER: JOSEPH M. MULLALLY


                                     -42-
<PAGE>   46


                          THE TRAVELERS SERIES TRUST
                     U.S. GOVERNMENT SECURITIES PORTFOLIO

               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1996


<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $26,543,346).......     $  26,443,311
   Interest receivable........................................................           203,959
                                                                                   --------------
         Total Assets.........................................................        26,647,270
                                                                                   --------------

LIABILITIES:
   Cash overdraft.............................................................               718
   Payables:
      Investment management and advisory fees.................................             1,400
      Variation on futures margin.............................................            30,800
   Accrued expenses...........................................................             8,895
                                                                                   --------------
         Total Liabilities....................................................            41,813
                                                                                   --------------
NET ASSETS....................................................................     $  26,605,457
                                                                                   ==============

NET ASSETS REPRESENTED BY:
   Paid-in capital............................................................     $  27,142,086
   Undistributed net investment income........................................           633,628
   Accumulated net realized gains (losses) on investment security transactions        (1,070,222)
   Net unrealized depreciation on investment securities.......................          (100,035)
                                                                                   --------------
      Total net assets (applicable to 2,451,213 shares outstanding at $10.85                    
        per share)............................................................     $  26,605,457
                                                                                   ==============
</TABLE>


















                      See Notes to Financial Statements


                                     -43-
<PAGE>   47


                          THE TRAVELERS SERIES TRUST
                     U.S. GOVERNMENT SECURITIES PORTFOLIO

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996


<TABLE>
<S>                                                                <C>             <C>
INVESTMENT INCOME:
   Interest...................................................                     $    702,621

EXPENSES:
   Investment management and advisory fees....................     $      43,991
   Accounting and audit fees..................................            14,797
   Custodian fees.............................................             1,113
   Printing and postage.......................................             6,726
   Trustees' fees.............................................               887
   Registration fees..........................................               414
   Legal fees.................................................             1,065
                                                                   --------------
      Total expenses..........................................                           68,993
                                                                                   --------------
         Net investment income................................                          633,628
                                                                                   --------------

REALIZED LOSS AND CHANGE IN UNREALIZED GAIN (LOSS) ON
      INVESTMENT SECURITIES:
   Realized loss from investment security transactions:
      Proceeds from investment securities sold................       100,308,532
      Cost of investment securities sold......................       101,347,451
                                                                   --------------
         Net realized loss....................................                       (1,038,919)

   Change in unrealized gain (loss) on investment securities:
      Unrealized gain at December 31, 1995....................           797,061
      Unrealized loss at June 30, 1996........................          (100,035)
                                                                   --------------
         Net change in unrealized gain (loss) for the period..                         (897,096)
                                                                                   --------------
            Net realized loss and change in unrealized gain                                     
              (loss)                                                                 (1,936,015)
                                                                                   --------------
   Net decrease in net assets resulting from operations.......                     $ (1,302,387)
                                                                                   ==============
</TABLE>








                      See Notes to Financial Statements


                                     -44-
<PAGE>   48


                          THE TRAVELERS SERIES TRUST
                     U.S. GOVERNMENT SECURITIES PORTFOLIO

                      STATEMENT OF CHANGES IN NET ASSETS

                                                                                

<TABLE>
<CAPTION>
                                                                      SIX MONTHS     YEAR ENDED
                                                                         ENDED        DECEMBER
                                                                       JUNE 30,          31,
                                                                         1996           1995
                                                                         ----           ----
                                                                      (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income.........................................   $     633,628  $   1,520,848
   Net realized gain (loss) from investment security transactions      (1,038,919)     1,110,792
   Net change in unrealized gain (loss) on investment securities.        (897,096)     3,171,708
                                                                    -------------- --------------
      Net increase (decrease) in net assets resulting from                                    
        operations...............................................      (1,302,387)     5,803,348
                                                                    -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME AND
     NET SHORT-TERM REALIZED GAINS FROM INVESTMENT SECURITY                                     
       TRANSACTIONS..............................................      (2,449,724)    (1,404,917)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold.....................................       4,446,227      5,439,282
   Dividend reinvestment.........................................       2,449,724      1,404,917
   Payments for shares redeemed..................................      (4,730,671)    (7,572,507)
                                                                    -------------- --------------

      Net increase (decrease) in net assets resulting from
         capital share transactions..............................       2,165,280       (728,308)
                                                                    -------------- --------------
         Net increase (decrease) in net assets...................      (1,586,831)     3,670,123

NET ASSETS:
   Beginning of period...........................................      28,192,288     24,522,165
                                                                    -------------- --------------
   End of period (including undistributed net investment income 
      as follows:
      June, 1996 $633,628 and December, 1995 $1,520,848).........   $  26,605,457  $  28,192,288
                                                                    ============== ==============
</TABLE>













                      See Notes to Financial Statements


                                     -45-

<PAGE>   49


                           THE TRAVELERS SERIES TRUST
                      U.S. GOVERNMENT SECURITIES PORTFOLIO

                      STATEMENT OF INVESTMENTS (Unaudited)
                                 JUNE 30, 1996

<TABLE>
<CAPTION>
                                                               PRINCIPAL            MARKET
                                                                AMOUNT               VALUE
                                                            --------------       -------------
<S>                                                        <C>                  <C>
U.S. GOVERNMENT AGENCY
  SECURITIES (76.0%)

     FHLMC Gold 30-Year PC,
        8.00% Pass Through, 2026                           $   1,009,375         $    1,019,775
     FICO Strip,
        0.00% Debentures, 2011                                 4,810,000              1,547,714
     FICO Strip,
        0.00% Debentures, 2015                                 7,681,000              1,917,731
     FICO Strip,
        0.00% Notes, 2010                                      6,987,000              2,589,242
     FNMA,1993-05 H,
        7.50% Pass Through, 2008                               1,000,000                997,319
     FNMA,1993-13 Z1,
        6.50% Pass Through, 2000                               1,241,204              1,216,726
     GNMA 30-Year Single Family,
        7.00% Pass Through, 2024                               2,004,481              1,924,911
     GNMA 30-Year Single Family,
        7.50% Pass Through, 2017                               1,939,675              1,936,900
     GNMA 30-Year Single Family,
        7.50% Pass Through, 2026                               1,005,265                991,748
     GNMA 30-Year Single Family,
        7.50% Pass Through, 2026                               1,007,411                993,866
     GNMA 30-Year Single Family,
        7.50% Pass Through, 2026                               2,015,227              1,988,130
     GNMA 30-Year Single Family,
        8.50% Pass Through, 2018                                 434,009                446,755
     GNMA 30-Year Single Family,
        8.50% Pass Through, 2018                                 359,962                370,533
     GNMA 30-Year Single Family,
        8.50% Pass Through, 2018                                 296,598                305,308
     GNMA 30-Year Single Family,
        8.50% Pass Through, 2018                                 280,169                288,397
     GNMA 30-Year Single Family,
        8.50% Pass Through, 2018                                 248,971                256,283
     GNMA 30-Year Single Family,
        9.00% Pass Through, 2016                                  29,332                 30,725
     GNMA 30-Year Single Family,
        9.00% Pass Through, 2019                                  71,479                 74,874
     Resolution Funding,
        8.875% Bonds, 2030                                     1,000,000              1,202,710
                                                                                   -------------

      TOTAL U.S. GOVERNMENT
      AGENCY SECURITIES
       (COST $20,287,883)                                                            20,099,647
                                                                                   -------------


U.S. GOVERNMENT
  SECURITIES (13.7%)

     United States of America Treasury,
        8.875% Bonds, 2019                                     3,000,000              3,618,750
                                                                                   -------------

        TOTAL U.S. GOVERNMENTSECURITIES
          (COST $3,530,625)                                                           3,618,750

SHORT-TERM INVESTMENTS (10.3%)

  U.S. GOVERNMENT AGENCY
   SECURITIES (4.5%)
    FHLMC,
        5.31% due July 24, 1996                                1,200,000              1,194,917
                                                                                ----------------
  U.S. GOVERNMENT SECURITIES (2.4%)
    United States of America Treasury,
        5.13% due September 19, 1996 (A)                         150,000                146,317

    United States of America Treasury,
        5.17% due September 19, 1996                             500,000                493,680
                                                                                ----------------
                                                                                        639,997
                                                                                ----------------
  REPURCHASE AGREEMENTS (3.4%)
    Merrill Lynch Government Securities, Inc.,
       5.25% Repurchase Agreement
       dated June 28, 1996 due July 1, 1996,
       collateralized by: United States of
       America Treasury, $865,000,
           7.50% due November 15, 2001                           890,000                890,000
                                                                                ----------------


       TOTAL SHORT-TERM
       INVESTMENTS (COST $2,724,838)                                                  2,724,914
                                                                                ----------------


                                                               Notional
                                                                Value
                                                          ----------------
  FUTURES CONTRACTS (0.0%)
    Treasury Bond, Exp.
      September, 1996                                        $ 3,833,594                     -
    Treasury Note, Exp.                                                                      -
      September, 1996                                         10,575,000
                                                                                ----------------


      TOTAL INVESTMENTS (100%)
      (COST $26,543,346) (B)                                                       $ 26,443,311
                                                                                ================
</TABLE>


NOTES

(A)     Par value of $90,000 is pledged to cover margin deposits on futures
        contracts.


                                      -46-
<PAGE>   50



(B)     At June 30, 1996, net unrealized depreciation for all securities was
        $100,035. This consisted of aggregate gross unrealized appreciation for
        all securities in which there was an excess of market value over cost of
        $110,022 and aggregate gross unrealized depreciation for all securities
        in which there was an excess of cost over market value of $210,057.

                     See Notes to Financial Statements


                                      -47-


<PAGE>   51



                          THE TRAVELERS SERIES TRUST
                               SOCIAL AWARENESS
                               STOCK PORTFOLIO

    Greenwich Street Advisors assumed management responsibility for the
    portfolio in May 1995, and since that time has transitioned the fund from
    one which replicated the sector allocation of the Standard & Poor's 500
    Stock Index ("S&P 500"), with over 225 individual equities, to a more
    focused portfolio implementing a value-oriented discipline. Sector
    weightings are closely monitored and adjusted relative to the S&P 500 --
    choosing an under, over or neutral weighting -- in order to potentially
    enhance portfolio returns. At mid year, the portfolio held 77 stocks and we
    anticipate further consolidation in the number of individual holdings.

    The Social Awareness Stock Portfolio seeks to provide competitive
    risk-adjusted returns by investing in equities of medium and large size
    companies which meet the social criteria established for the portfolio. The
    stock selection has a value bias and the fund seeks to maintain a more fully
    invested posture, typically with 90% - 100% invested in equities. For the
    first half of 1996 the portfolio's total return was approximately 9%.
    Strength in the portfolio, during the first half of the year, emanated from
    the specialty retail, consumer staples, and from selected basic industries
    and interest rate sensitive stocks. Areas of modest under performance were
    health care and telephone utility companies. As of the end of June our asset
    allocation stood at approximately 93% in equities and 7% in cash
    equivalents. Our top five holdings were State Street Boston Bank, PepsiCo,
    Praxair Inc., Johnson & Johnson, and Microsoft.

    Our social screening process seeks to avoid investment in equities of
    weapons producers; manufacturers of tobacco products, alcoholic beverages,
    and gambling devices; owners or designers of nuclear facilities; and
    companies whose businesses cause substantial environmental damage. Provided
    investment criteria are satisfied, the stock selection process seeks to
    incorporate a supportive element by identifying and investing in companies
    that actively promote social and environmental well-being through community
    activities and charitable giving, environmental problem-solving, and
    innovative employee benefits and programs.

    While the first half of the year has seen the equity markets continue along
    their upward path, some stark economic contrasts to 1995 have developed. In
    1995, the interest rate environment was very favorable, declining throughout
    the year. Market breadth (a measure of market participation) was focused in
    a few groups, inflation was not a concern and corporate earnings growth
    continued to exceed expectations by a wide margin. Additionally, and perhaps
    most important, liquidity was very strong. These elements made for a
    "perfect world" in which financial instruments were clearly the asset of
    choice.

    Now halfway through 1996, the equity markets remain positive, but the
    underpinnings of the market are indicating some weakness. By many
    traditional methods of valuation, the U.S. equity markets appear fair to
    somewhat overvalued. Dividend yields are falling to new lows and stock
    price-to-book values continue to rise. The economic environment is also
    signaling change. Inflation concerns and strength in the economy have pushed
    up interest rates. Corporate earnings trends, while positive, are not
    expected to grow at the same high rates of recent years. This has clearly
    made for a difficult environment for bonds during the first half of the year
    and, going forward, an increasingly challenging one for stocks. Still, the
    fact remains that while many of these market concerns have been waving a
    caution flag for quite some time, investors who have reduced equity exposure
    in recent quarters have under performed the markets on a relative basis.
    This positive performance in equities can at least in part be attributed to
    liquidity -- or cash flowing into the equity market -- which has maintained
    its trend and remains strong.

    While we continue to remain positive in the long term, we are conscious of
    the concerns about recent economic and market trends, as well as the fact
    that the market (as measured by the S&P 500) has risen over 50% since the
    lows of December 1994. It is our expectation that the higher level of market
    volatility we have experienced in recent months will continue through out
    the rest of the year and will be dependent on the prevailing economic
    opinion. (Economic scenarios perceived as being either too strong or too
    weak can both be unsettling for the equity markets.) Our focus continues to
    be on individual companies that can prosper in the moderate growth/modest
    inflation environment we expect going forward.


                                     -48-
<PAGE>   52


                          THE TRAVELERS SERIES TRUST
                               SOCIAL AWARENESS
                               STOCK PORTFOLIO

    On the corporate social responsibility front, increasing attention is being
    focused on issues of global human rights, particularly in manufacturing
    operations in developing countries, and especially with lower-skilled labor
    pools in industries such as apparel. Investors, consumers, and the media are
    asking corporations how their products are made, by whom, and in what type
    of workplace environment. While there is certainly agreement about the need
    to eradicate the very worst practices (e.g., forced labor), in general these
    are, to say the least, extremely complex issues to evaluate, often going
    right to the core of fundamental cultural and economic differences. To date,
    companies have dealt with these issues in a variety of ways. More and more
    corporations are developing "Codes of Conduct" that set the standards for a
    fair and safe workplace for both company-owned operations and those of
    suppliers. The most committed companies have created teams to monitor and
    enforce the Codes of Conduct, particularly with suppliers. At the same time,
    a number of companies have joined working groups in which they dialogue with
    other corporations and human rights experts to share information about what
    programs have been most effective. Finally, a number of corporations have
    chosen not to do business in select countries because of what they've
    evaluated to be pervasive problems with human rights. The corporate
    community, human rights groups, and social investors share the continuing
    challenge to develop effective and workable standards for improving working
    conditions throughout the world.

    PORTFOLIO MANAGERS: ROBERT J BRADY, CFA - GENE H. MARTINO
    ASSISTED BY LISA M. LEFF, ROBERT ALLAN, AND ROBERT YUEN


                                     -49-
<PAGE>   53


                          THE TRAVELERS SERIES TRUST
                       SOCIAL AWARENESS STOCK PORTFOLIO

               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1996


<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $6,821,900)........     $   8,558,036
   Cash.......................................................................               817
   Receivables:
      Dividends...............................................................             5,706
      Interest................................................................               246
      Receivable from The Travelers...........................................             4,918
                                                                                   --------------
         Total Assets.........................................................         8,569,723
                                                                                   --------------

LIABILITIES:
   Payable for investment management and advisory fees........................               914
   Accrued expenses:
      Reimbursable expenses...................................................             4,918
      Other expenses..........................................................             8,275
                                                                                   --------------
         Total Liabilities....................................................            14,107
                                                                                   --------------
NET ASSETS....................................................................     $   8,555,616
                                                                                   ==============

NET ASSETS REPRESENTED BY:
   Paid-in capital............................................................     $   6,564,536
   Undistributed net investment income........................................            18,075
   Accumulated net realized gains (losses) on investment security transactions           236,869
   Net unrealized appreciation on investment securities.......................         1,736,136
                                                                                   --------------
      Total net assets (applicable to 573,036 shares outstanding at $14.93 per                
        share)                                                                     $   8,555,616
                                                                                   ==============
</TABLE>














                      See Notes to Financial Statements


                                     -50-
<PAGE>   54


                          THE TRAVELERS SERIES TRUST
                       SOCIAL AWARENESS STOCK PORTFOLIO

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996


<TABLE>
<S>                                                                <C>             <C>
INVESTMENT INCOME:
   Dividends..................................................     $     54,277
   Interest...................................................           15,887
                                                                   -------------
      Total income............................................                     $      70,164

EXPENSES:
   Investment management and advisory fees....................           27,089
   Accounting and audit fees..................................           14,135
   Custodian fees.............................................            4,777
   Printing and postage.......................................            8,930
   Trustees' fees.............................................              887
   Registration fees..........................................              124
   Legal fees.................................................            1,065
                                                                   -------------
      Total expenses before reimbursement from The Travelers..           57,007

   Less: Reimbursement from The Travelers.....................           (4,918)
                                                                   -------------
      Net expenses............................................                            52,089
                                                                                   --------------
         Net investment income................................                            18,075
                                                                                   --------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN ON
      INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
      Proceeds from investment securities sold................        1,194,936
      Cost of investment securities sold......................          946,109
                                                                   -------------
         Net realized gain....................................                           248,827

   Change in unrealized gain on investment securities:
      Unrealized gain at December 31, 1995....................        1,289,613
      Unrealized gain at June 30, 1996........................        1,736,136
                                                                   -------------
         Net change in unrealized gain for the period.........                           446,523
                                                                                   --------------
            Net realized gain and change in unrealized gain...                           695,350
                                                                                   --------------
   Net increase in net assets resulting from operations.......                     $     713,425
                                                                                   ==============
</TABLE>





                      See Notes to Financial Statements


                                     -51-
<PAGE>   55


                          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,
                                                                          1996          1995
                                                                          ----          ----
                                                                       (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income.........................................   $      18,075  $      55,079
   Net realized gain from investment security transactions.......         248,827        265,239
   Net change in unrealized gain on investment securities........         446,523      1,316,045
                                                                    -------------- --------------
      Net increase in net assets resulting from operations.......         713,425      1,636,363
                                                                    -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income and net short-term realized gains from
      investment security transactions...........................        (140,441)       (51,494)
   Net long-term realized gains from investment security                                         
      transactions...............................................        (173,049)       (68,327)
                                                                    -------------- --------------
      Total distributions to shareholders........................        (313,490)      (119,821)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold.....................................       2,170,462      2,552,645
   Dividend reinvestment.........................................         313,490        119,821
   Payments for shares redeemed..................................      (1,383,082)    (1,013,468)
                                                                    -------------- --------------
      Net increase in net assets resulting from capital share                                   
        transactions.............................................       1,100,870      1,658,998
                                                                    -------------- --------------
         Net increase in net assets..............................       1,500,805      3,175,540

NET ASSETS:
   Beginning of period...........................................       7,054,811      3,879,271
                                                                    -------------- --------------
   End of period (including undistributed net investment income 
      as follows:
      June, 1996 $18,075 and December, 1995 $55,079).............   $   8,555,616  $   7,054,811
                                                                    ============== ==============
</TABLE>










                      See Notes to Financial Statements


                                     -52-
<PAGE>   56

                           THE TRAVELERS SERIES TRUST
                        SOCIAL AWARENESS STOCK PORTFOLIO

                      STATEMENT OF INVESTMENTS (Unaudited)
                                 JUNE 30, 1996


<TABLE>
<CAPTION>
                                                                  NO. OF               MARKET
                                                                  SHARES                VALUE
                                                                ---------            ----------
<C>                                                             <C>               <C>
COMMON STOCKS (93.5%)

   AMUSEMENTS (1.2%)
     Walt Disney Co.                                               1,600          $     100,600
                                                                                  --------------

   BANKING (8.3%)
     Associated 1st Capital Corp. (A)                              2,000                 75,250
     Bank of Boston Corp.                                          1,500                 74,250
     Barnett Banks, Inc.                                           1,000                 61,000
     Citicorp                                                      1,500                123,937
     H.F. Ahmanson & Co.                                           2,400                 64,800
     NationsBank Corp.                                             1,700                140,463
     State Street Boston Corp.                                     3,400                173,400
                                                                                  --------------
                                                                                        713,100
                                                                                  --------------
   CHEMICALS, PHARMACEUTICALS AND
    ALLIED PRODUCTS (12.5%)
     Air Products & Chemicals, Inc.                                2,000                115,500
     Amgen Inc. (A)                                                1,800                 96,975
     Bristol-Myers Squibb Co.                                      1,100                 99,000
     Johnson & Johnson                                             3,400                168,300
     Merck & Co., Inc.                                             2,300                148,637
     Pfizer, Inc.                                                  1,200                 85,650
     Praxair, Inc.                                                 4,000                169,000
     Procter & Gamble Co.                                          1,200                108,750
     Schering-Plough Corp.                                         1,200                 75,300
                                                                                  --------------
                                                                                      1,067,112
                                                                                  --------------
  COMMUNICATION (3.5%)
     Ameritech Corp.                                               1,400                 83,125
     Bell Atlantic Corp.                                             800                 51,000
     BellSouth Corp.                                               1,800                 76,275
     MCI Communications Corp.                                      3,500                 89,468
                                                                                  --------------
                                                                                        299,868
                                                                                  --------------
   CONSTRUCTION (0.6%)
     Kaufman & Broad Home Corp.                                    3,500                 50,750
                                                                                  --------------

   ELECTRICAL AND
    ELECTRONIC MACHINERY (4.7%)
     AMP, Inc.                                                     1,500                 60,187
     DSC Communications, Inc. (A)                                  3,000                 90,188
     Intel Corp.                                                   2,000                146,875
     Lucent Technology Corp. (A)                                   2,000                 75,750
     Madge Networks NV (A)                                         2,000                 29,500
                                                                                  --------------
                                                                                        402,500
                                                                                  --------------
   FINANCE (4.2%)
     American Express Co.                                          2,700                120,488
     Federal Home Loan Mortgage Corp.                              1,000                 85,500
     Federal National Mortgage Association                         2,000                 67,000
     Merrill Lynch & Co., Inc.                                       500                 32,562
     Mesaba Holdings, Inc. (A)                                     4,500                 51,750
                                                                                  --------------
                                                                                        357,300
                                                                                  --------------
   FOOD (4.5%)
     Coca-Cola Co.                                                 2,000                 97,750
     PepsiCo, Inc.                                                 4,800                169,800
     Unilever N.V.                                                   800                116,100
                                                                                  --------------
                                                                                        383,650
                                                                                  --------------
   INSURANCE (4.9%)
     Aetna Life & Casualty Co.                                     1,400                100,100
     American International Group                                  1,250                123,281
     Transamerica Corp.                                            1,500                121,500
     United Healthcare Corp.                                       1,400                 70,700
                                                                                  --------------
                                                                                        415,581
                                                                                  --------------

   LEATHER AND LEATHER PRODUCTS (0.9%)
     Nine West Group, Inc. (A)                                     1,500                 76,688
                                                                                  --------------
   MACHINERY (8.9%)
     Cabletron System, Inc. (A)                                    1,500                102,938
     Compaq Computer Corp. (A)                                     1,700                 83,725
     Digital Equipment Corp. (A)                                     700                 31,500
     EMC Corp. (A)                                                 7,000                130,375
     International Business Machines Corp.                         1,200                118,800
     Pitney Bowes, Inc.                                            2,000                 95,500
     Sun Microsystems (A)                                          1,000                 58,875
     York International, Inc.                                      2,800                144,900
                                                                                  --------------
                                                                                        766,613
                                                                                  --------------
   METAL PRODUCTS (4.8%)
     Belden, Inc.                                                  4,500                135,000
     Gillette Co.                                                  2,000                124,750
     Newell Company                                                5,000                153,125
                                                                                  --------------
                                                                                        412,875
                                                                                  --------------
   MISCELLANEOUS MANUFACTURING (6.6%)
     Dentsply International, Inc.                                  3,300                139,631
     Perkin-Elmer Corp.                                            2,500                120,625
     Stryker Corp.                                                 6,200                140,663
     Xerox Corp.                                                   3,000                160,500
                                                                                  --------------
                                                                                        561,419
                                                                                  --------------
   OIL & GAS (1.4%)
     Anadarko Petroleum Corp.                                      2,000                116,000
                                                                                  --------------

   PAPER AND ALLIED PRODUCTS (0.7%)
     Tambrands, Inc.                                               1,500                 61,313
                                                                                  --------------

   PRINTING, PUBLISHING AND
    ALLIED INDUSTRIES (1.4%)
     Tribune Co.                                                   1,700                123,463
                                                                                  --------------

   RETAIL (9.1%)
     Home Depot, Inc.                                              2,900                156,600
     Kroger Co. (A)                                                2,700                106,650
     May Department Stores                                         2,500                109,375
     McDonalds Corp.                                               2,000                 93,500
     Payless ShoeSource, Inc. (A)                                    160                  5,080
     Pep Boys - Manny, Moe & Jack                                  4,000                136,000
     Toys R Us, Inc. (A)                                           3,000                 85,500
     Wal-Mart Stores, Inc.                                         3,500                 88,812
                                                                                  --------------
                                                                                        781,517
                                                                                  --------------
   SERVICES (7.6%)
     Columbia/HCA Healthcare Corp.                                 2,500                133,437
     Computer Associates International                             1,000                 71,250
     Microsoft Corp (A)                                            1,400                168,088
     Olsten Corp.                                                  5,400                158,625
     Oracle Corp. (A)                                              3,000                118,313
                                                                                  --------------
                                                                                        649,713
                                                                                  --------------
   TRANSPORTATION (1.3%)
     Norfolk Southern Corp.                                          900                 76,275
     Southwest Airlines                                            1,300                 37,862
                                                                                  --------------
                                                                                        114,137

   TRANSPORTATION MANUFACTURING (2.6%)
     FLEETWOOD Enterprises, Inc.                                   2,900                 89,900
     Varity Corp. (A)                                              2,800                134,750
                                                                                  --------------
                                                                                        224,650
                                                                                  --------------
</TABLE>




                                      -53-

<PAGE>   57



                STATEMENT OF INVESTMENTS (UNAUDITED) - CONTINUED


<TABLE>
<CAPTION>
                                                                  NO. OF              MARKET
                                                                  SHARES               VALUE
                                                                ----------          ----------
<S>                                                               <C>               <C>
   WHOLESALE TRADE (3.8%)
     Enron Corp.                                                   3,300            $   134,887
     Marshall Industries (A)                                       3,300                 92,400
     Sysco Corp.                                                   2,800                 95,900
                                                                                  --------------
                                                                                        323,187
                                                                                  --------------
         TOTAL COMMON STOCKS
           (Cost $6,265,900)                                                          8,002,036
                                                                                  --------------

                                                                 PRINCIPAL
                                                                  AMOUNT
 SHORT-TERM INVESTMENTS (6.5%)                                 ------------

    REPURCHASE AGREEMENTS (6.5%)
      First Boston,
         5.30% Repurchase Agreement dated
         June 28, 1996 due July 1,1996
         collateralized by: United
         States of America Treasury,
         $545,000, 7.50% due
         December 31, 1996                                    $  556,000                556,000
                                                                                  --------------


         TOTAL SHORT-TERM
         INVESTMENTS (COST $556,000)                                                    556,000
                                                                                  --------------

         TOTAL INVESTMENTS (100%)
         (Cost $6,821,900) (B)                                                      $ 8,558,036
                                                                                  ==============

</TABLE>
NOTES

(A)     Non-income Producing Security.

(B)     At June 30, 1996, net unrealized appreciation for all securities was
        $1,736,136. This consisted of aggregate gross unrealized appreciation
        for all securities in which there was an excess of market value over
        cost of $1,831,277 and aggregate gross unrealized depreciation for all
        securities in which there was an excess of cost over market value of
        $95,141.





                       See Notes to Financial Statements












                                      -54-

<PAGE>   58


                          THE TRAVELERS SERIES TRUST
                             UTILITIES PORTFOLIO

    The electric utility industry continues its evolutionary transition to a
    more competitive structure where customers will have a greater choice of
    energy suppliers. Utility company management continues to monitor these
    changes and examine ways to best position their corporate assets. This could
    include a corporate realignment or disaggregation of business units into
    generation and transmission components. We also expect additional corporate
    mergers with the goal of creating larger more efficient companies. We
    believe the lines separating the electric utility and natural gas industry
    will fade as the focus becomes how best to serve the customer. These changes
    mean the investment risk profile of the electric utility industry will
    increase with some companies becoming clear winners and others facing
    increasing competitive challenges. Stock selection will be critical to
    achieving competitive investment performance. The financial markets are
    continuing to favor the lower cost electric provider over the company with a
    higher embedded cost structure.

    During most of the second quarter, electric utilities traded in a narrow
    range as investors avoided the group favoring the more volatile technology
    and cyclical sectors. At the end of the quarter, electric utility stocks
    rallied in conjunction with a more positive fixed income environment and
    more importantly, due to very attractive valuation levels relative to the
    broad based equity market. The current yield on the Standard and Poor's
    Utility Index was close to three times that of the Standard & Poor's 500
    Stock Index ("S&P 500"). This has occurred only three prior times during the
    last twenty years and has proven to be a good time to buy utilities. The
    relative price to earnings ratio of the utility sector was also below
    historical averages.

    Our investment strategy continues to focus on a combination of long term
    growth and current income. During the quarter, we have continued to increase
    our weightings in growth oriented electric utilities that have lower than
    average current yields but more clearly defined growth prospects. We feel
    these companies will continue to be priced at premium valuation levels and
    provide the best total return prospects. New portfolio positions and
    additions to our current holdings include American Electric Power, Cinergy
    Corporation and Southern Company. Our telecommunication and natural gas
    weightings remained stable as we await more attractive valuation levels. On
    June 30, 1996, our portfolio mix was 83% equity, 8% bonds and 9% cash or
    cash equivalents. We continue to expect competitive total returns from the
    electric utility sector with less volatility than the overall equity market.

    During the second quarter of 1996, the total return of the Utilities
    Portfolio closely matched the returns recorded by the S&P 500 and the
    Standard and Poor's Utilities Index. The Portfolio outperformed the Lipper
    Utility Fund Annuity Index. Year-to-date the Utilities Portfolio
    substantially outpaced the Standard and Poor's Utilities Index but lagged
    the S&P 500 which continued to rally fueled by substantial inflows in equity
    mutual funds. We expect this gap to close during the second half of the year
    as market volatility may increase.

    PORTFOLIO MANAGER: JACK S. LEVANDE


                                     -56-
<PAGE>   59


                          THE TRAVELERS SERIES TRUST
                             UTILITIES PORTFOLIO

               STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                JUNE 30, 1996


<TABLE>
<S>                                                                                <C>
ASSETS:
   Investment securities, at market value (identified cost $15,552,503).......     $  17,796,024
   Cash.......................................................................             1,337
   Receivables:
      Dividends...............................................................            38,307
      Interest................................................................            33,247
      Investment securities sold..............................................            86,000
                                                                                   --------------
         Total Assets.........................................................        17,954,915
                                                                                   --------------

LIABILITIES:
   Payables:
      Investment securities purchased.........................................           240,000
      Investment management and advisory fees.................................             1,877
   Accrued expenses...........................................................             7,313
                                                                                   --------------
         Total Liabilities....................................................           249,190
                                                                                   --------------
NET ASSETS....................................................................     $  17,705,725
                                                                                   ==============

NET ASSETS REPRESENTED BY:
   Paid-in capital............................................................     $  14,838,951
   Undistributed net investment income........................................           326,086
   Accumulated net realized gains (losses) on investment security transactions           297,167
   Net unrealized appreciation on investment securities.......................         2,243,521
                                                                                   --------------
      Total net assets (applicable to 1,365,857 shares outstanding at $12.96                    
        per share)............................................................     $  17,705,725
                                                                                   ==============
</TABLE>














                      See Notes to Financial Statements


                                     -57-
<PAGE>   60


                          THE TRAVELERS SERIES TRUST
                             UTILITIES PORTFOLIO

                     STATEMENT OF OPERATIONS (UNAUDITED)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996

<TABLE>
<S>                                                                <C>             <C>
INVESTMENT INCOME:
   Dividends..................................................     $     307,602
   Interest...................................................            95,893
                                                                   --------------
      Total income............................................                     $     403,495

EXPENSES:
   Investment management and advisory fees....................            54,443
   Accounting and audit fees..................................            13,048
   Custodian fees.............................................             1,309
   Printing and postage.......................................             6,531
   Trustees' fees.............................................             1,013
   Legal fees.................................................             1,065
                                                                   --------------
      Total expenses..........................................                            77,409
                                                                                   --------------
         Net investment income................................                           326,086
                                                                                   --------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN ON
      INVESTMENT SECURITIES:
   Realized gain from investment security transactions:
      Proceeds from investment securities sold................         2,599,828
      Cost of investment securities sold......................         2,302,661
                                                                   --------------
         Net realized gain....................................                           297,167

   Change in unrealized gain on investment securities:
      Unrealized gain at December 31, 1995....................         2,093,137
      Unrealized gain at June 30, 1996........................         2,243,521
                                                                   --------------
         Net change in unrealized gain for the period.........                           150,384
                                                                                   --------------
            Net realized gain and change in unrealized gain...                           447,551
                                                                                   --------------
   Net increase in net assets resulting from operations.......                     $     773,637
                                                                                   ==============
</TABLE>







                      See Notes to Financial Statements


                                     -58-
<PAGE>   61


                          THE TRAVELERS SERIES TRUST
                             UTILITIES PORTFOLIO

                      STATEMENT OF CHANGES IN NET ASSET


<TABLE>
<CAPTION>
                                                                      SIX MONTHS
                                                                         ENDED        YEAR ENDED   
                                                                       JUNE 30,       DECEMBER 31,
                                                                         1996           1995
                                                                         ----           ----
                                                                      (UNAUDITED)
<S>                                                                 <C>            <C>
OPERATIONS:
   Net investment income.........................................   $     326,086  $     441,157
   Net realized gain from investment security transactions.......         297,167        144,953
   Net change in unrealized gain on investment securities........         150,384      2,170,686
                                                                    -------------- --------------
      Net increase in net assets resulting from operations.......         773,637      2,756,796
                                                                    -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME AND
  NET SHORT-TERM REALIZED GAINS FROM INVESTMENT SECURITY                                         
    TRANSACTIONS.................................................        (586,110)      (150,491)
                                                                    -------------- --------------

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold.....................................       4,486,425      9,178,587
   Dividend reinvestment.........................................         586,110        150,491
   Payments for shares redeemed..................................      (2,894,012)    (2,352,367)
                                                                    -------------- --------------
      Net increase in net assets resulting from capital share                                   
        transactions.............................................       2,178,523      6,976,711
                                                                    -------------- --------------
         Net increase in net assets..............................       2,366,050      9,583,016

NET ASSETS:
   Beginning of period...........................................      15,339,675      5,756,659
                                                                    -------------- --------------
   End of period (including undistributed net investment income 
       as follows:
      June, 1996 $326,086 and December, 1995 $441,157)...........   $  17,705,725  $  15,339,675
                                                                    ============== ==============
</TABLE>














                      See Notes to Financial Statements


                                     -59-
<PAGE>   62

                           THE TRAVELERS SERIES TRUST
                              UTILITIES PORTFOLIO

                      STATEMENT OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1996




<TABLE>
<CAPTION>
                                                                  NO. OF               MARKET
                                                                  SHARES                VALUE
                                                               ------------         -------------
<S>                                                             <C>                <C>
COMMON STOCKS (83.2%)

     COMMUNICATION (11.4%)
        Ameritech Corp.                                            3,500            $   207,813
        AT&T Corp.                                                 7,500                465,000
        BellSouth Corp.                                           10,000                423,750
        Frontier Corp.                                            10,000                306,250
        GTE Corp.                                                  7,500                335,625
        Teleport Communication, Inc.(A)                           10,000                190,000
        U S West Media Group (A)                                   5,000                 91,250
                                                                                  --------------
                                                                                      2,019,688
                                                                                  --------------

     ELECTRICAL AND
       ELECTRONIC MACHINERY (1.6%)
        Lucent Technology                                          7,500                284,063
                                                                                  --------------

     UTILITIES (67.9%)
        Allegheny Power Systems, Inc.                             15,000                463,125
        American Electric Power Co.                               11,000                468,875
        Baltimore Gas & Electric Co.                               7,500                212,812
        Carolina Power & Light Co.                                12,000                456,000
        Cinergy Corp.                                             12,000                384,000
        Coastal Corp.                                             10,000                417,500
        CIPSCO, Inc.                                               5,000                193,125
        CMS Energy Corp.                                          12,500                385,938
        Dayton Power & Light Co.                                  10,000                243,750
        Dominion Resources, Inc.                                   7,000                280,000
        Duke Power Co.                                            10,000                512,500
        Duquesne Light Co.                                        12,750                350,625
        Edison International                                      15,000                264,375
        Entergy Corp.                                             12,000                340,500
        Florida Power & Light Co.                                 12,500                575,000
        Florida Progress Corp.                                    10,000                347,500
        General Public Utilities                                  10,000                352,500
        Houston Industries, Inc.                                  16,000                394,000
        Kansas City Power & Light Co.                             15,000                412,500
        New York State Electric & Gas Co.                          7,500                182,812
        NIPSCO Industries, Inc.                                   10,000                402,500
        Ohio Edison Co.                                           10,000                218,750
        Pacific Enterprises                                       10,000                296,250
        Pacificorp                                                18,000                400,500
        Pinnacle West Capital Corp.                               17,500                531,562
        Portland General Electric Corp.                            8,100                250,088
        Public Service of New Mexico (A)                          15,000                307,500
        Public Service Co. Of Colorado                             7,500                275,625
        Southern Co.                                              12,500                307,812
        SCANA Corp.                                               11,000                309,375
        Texas Utilities Co.                                       15,000                641,250
        Unicom Corp.                                              10,500                292,688
        Williams Companies                                         5,000                247,500
        Wisconsin Energy                                          13,000                375,375
                                                                                  --------------
                                                                                     12,094,212
                                                                                  --------------

     WHOLESALE TRADE (2.3%)
        Enron Corp.                                               10,000                408,750
                                                                                  --------------

          TOTAL COMMON STOCKS
          (COST $12,600,568)                                                         14,806,713
                                                                                  --------------
</TABLE>
<TABLE>
<CAPTION>
                                                                PRINCIPAL                       
                                                                 AMOUNT                         
                                                              -------------                     
<S>                                                           <C>                   <C>
BONDS (2.2%)

   UTILITIES (2.2%)
     Arizona Public Service Co.,
        7.25% Bonds, 2023                                     $  200,000            $   179,511
     Peco Energy Co.,
        8.75% Bonds, 2022                                        200,000                206,864
                                                                                  --------------
                                                                                        386,375
                                                                                  --------------

        TOTAL BONDS (Cost $376,458)                                                     386,375
                                                                                  --------------

U.S. GOVERNMENT
  SECURITIES (5.7%)

     United States of
      America Treasury,
        7.50% Notes, 1996                                        500,000                505,156

     United States of
      America Treasury,
        7.75% Notes, 1999                                        500,000                520,780
                                                                                  --------------

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

                                                                                      1,025,936
                                                                                  --------------

        TOTAL U.S. GOVERNMENT
        SECURITIES (COST $998,477)                                                    1,025,936

SHORT-TERM INVESTMENTS (8.9%)

   REPURCHASE AGREEMENTS (8.9%)
     First Boston,
        5.30% Repurchase Agreement
        dated June 28, 1996 due July 1,
        1996 collateralized by: United
        States of America Treasury,
        $1,540,000, 7.50% due
        December 31, 1996                                      1,577,000              1,577,000
                                                                                  --------------


        TOTAL SHORT-TERM
        INVESTMENTS (COST $1,577,000)                                                 1,577,000
                                                                                  --------------


        TOTAL INVESTMENTS (100%)
        (COST $15,552,503) (B)                                                     $ 17,796,024
                                                                                  ==============
</TABLE>
NOTES

(A)     Non-income Producing Security.

(B)     At June 30, 1996, net unrealized appreciation for all securities was
        $2,243,521. This consisted of aggregate gross unrealized appreciation
        for all securities in which there was an excess of market value over
        cost of $2,271,304 and aggregate gross unrealized depreciation for all
        securities in which there was an excess of cost over market value of
        $27,783.


                                      -60-

<PAGE>   63

                  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, 1996, the Series Trust consisted of six series:
    U.S. Government Securities Portfolio, Social Awareness Stock Portfolio,
    Utilities Portfolio (the "Portfolios"), Zero Coupon Bond Fund Portfolio
    Series 1998, Zero Coupon Bond Fund Portfolio Series 2000 and Zero Coupon
    Bond Fund Portfolio Series 2005. Shares in each Portfolio are currently
    offered, without a sales charge, to separate accounts of The Travelers
    Insurance Company ("The Travelers") and The Travelers Life and Annuity
    Company, indirect wholly owned subsidiaries of Travelers Group Inc., in
    connection with the issuance of certain variable annuity and variable life
    insurance contracts. The accompanying notes do not specifically pertain to
    the Zero Coupon Bond Fund Portfolios, as the financial statements and
    accompanying notes for those portfolios are published in their own
    semi-annual report.

    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 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. 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 a 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 in an
    amount at least equal to the notional value of outstanding purchased futures
    contracts, less the initial margin. Cash and cash equivalents include cash
    on hand, securities segregated under federal and brokerage regulations, and
    short-term highly liquid investments with maturities generally three months
    or less when purchased.  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.


                                     -61-
<PAGE>   64


            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.

    OTHER. The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.

    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 common stocks and bonds excluding short-term
    investments aggregated $5,553,867 and $12,655,063, respectively, for U.S.
    Government Securities Portfolio; $1,670,366 and $1,194,936, respectively,
    for Social Awareness Stock Portfolio; and $5,014,445 and $2,599,828,
    respectively, for Utilities Portfolio; for the six months ended June 30,
    1996. Purchases and sales of direct and indirect U.S. government obligations
    were $84,082,567 and $79,759,444, respectively, for U.S. Government
    Securities Portfolio for the six months ended June 30, 1996. Realized gains
    and losses from security transactions are reported on an identified
    cost-basis.

    Social Awareness Stock Portfolio placed a portion of its security
    transactions with brokerage firms which are affiliates of The Travelers. The
    commissions paid to these affiliated firms were $145 for the year ended
    December 31, 1995.

    At June 30, 1996, U.S. Government Securities Portfolio held 35 open Treasury
    Bond futures and 100 open Treasury Note futures with maturity dates of
    September 30, 1996. The face value, or notional value, of these contracts at
    June 30, 1996, amounted to $3,833,594 and $10,575,000, respectively. In
    connection with these contracts, short-term investments with a par value of
    $90,000 had been pledged as margin deposits.

    Net realized gains from options transactions in the Social Awareness Stock
    Portfolio were $21,118 for the year ended December 31, 1995. These gains 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.

    Net realized losses resulting from futures contracts in the U.S. Government
    Securities Portfolio were $83,189 for the six months ended June 30, 1996.
    These losses are included in the net realized loss from investment security
    transactions on both the Statement of Operations and the Statement of
    Changes in Net Assets. The cash settlement for June 30, 1996 is shown on the
    Statement of Assets and Liabilities as a payable for variation on futures
    margin.


                                     -62-
<PAGE>   65


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

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. 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.

    The Travelers has agreed to reimburse U.S. Government Securities Portfolio,
    Social Awareness Stock Portfolio and Utilities Portfolio 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.


                                     -63-
<PAGE>   66


            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
                                                           ENDED           YEAR ENDED
                                                         JUNE 30,         DECEMBER 31,
                                                       --------------     --------------
                                                           1996               1995
                                                           ----               ----
<S>                                                    <C>                <C>
Shares sold...........................................       402,855            484,178
Shares redeemed.......................................      (434,914)          (672,686)
Shares issued in reinvestment of distributions from
   net investment income and net short-term realized                             
     gains............................................       216,216            138,279
                                                       ==============     ==============
Net...................................................       184,157            (50,229)
                                                       ==============     ==============
<CAPTION>
                                                            SOCIAL AWARENESS STOCK
                                                                  PORTFOLIO
                                                       ---------------------------------
                                                        SIX MONTHS
                                                           ENDED           YEAR ENDED
                                                         JUNE 30,         DECEMBER 31,
                                                       --------------     --------------
                                                           1996               1995
                                                           ----               ----
<S>                                                    <C>                <C>
Shares sold...........................................       151,263            205,312
Shares redeemed.......................................       (93,765)           (74,604)
Shares issued in reinvestment of distributions:
   from net investment income and net short-term                                       
     realized gains...................................        10,349              4,774
   from net long-term realized gains..................        12,567              6,139
                                                       --------------     --------------
Net...................................................        80,414            141,621
                                                       ==============     ==============

<CAPTION>
                                                             UTILITIES PORTFOLIO
                                                       ---------------------------------
                                                        SIX MONTHS
                                                           ENDED           YEAR ENDED
                                                         JUNE 30,         DECEMBER 31,
                                                       --------------     --------------
                                                           1996               1995
                                                           ----               ----
<S>                                                    <C>                <C>
Shares sold...........................................       357,691            822,640
Shares redeemed.......................................      (232,543)          (209,288)
Shares issued in reinvestment of distributions from
   net investment income and net short-term realized                                   
     gains............................................        47,002             14,594
                                                       --------------     --------------
Net...................................................       172,150            627,946
                                                       ==============     ==============
</TABLE>


As of June 30, 1996, 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.


                                     -64-
<PAGE>   67


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

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

                     U.S. GOVERNMENT SECURITIES PORTFOLIO


<TABLE>
<CAPTION>
                                                          
                                                    SIX                                        JANUARY
                                                   MONTHS                                       24,*
                                                   ENDED          FOR THE YEARS ENDED            TO
                                                  JUNE 30,           DECEMBER 31,             DECEMBER 31, 
                                                  ---------   ----------------------------   ------------
                                                   1996      1995**     1994**    1993**      1992**
                                                   ----      ----       ----      ----        ----  
<S>                                               <C>         <C>        <C>       <C>        <C>
PER SHARE DATA:
- ---------------
Net asset value, beginning of period...........   $ 12.43     $ 10.58   $ 11.63   $ 10.79     $ 10.00

  Income from operations
  ----------------------
  Net investment income........................      0.26        0.65      0.60      0.57        0.53
  Net gains or losses on securities (realized                                                        
    and unrealized)............................     (0.78)       1.80     (1.23)     0.44        0.26
                                                  --------    --------  --------  -------    --------
    Total from investment operations...........     (0.52)       2.45     (0.63)     1.01        0.79

  Less distributions
  ------------------
  Distributions from net investment income and
   net short-term realized gains...............     (1.06)      (0.60)    (0.39)    (0.17)          -
  Distributions from net long-term realized                                                          
    gains......................................         -           -     (0.03)        -           -
                                                  --------    --------  --------  -------    --------
    Total distributions........................     (1.06)      (0.60)    (0.42)    (0.17)          -

Net asset value, end of period.................   $ 10.85     $ 12.43   $ 10.58   $ 11.63     $ 10.79
                                                  ========    ========  ========  =======    ========

TOTAL RETURN***                                     (4.54)%     24.42  %  (5.64) %   9.48  %     7.90%
- ------------   

RATIOS/SUPPLEMENTAL DATA
- ------------------------
  Net assets, end of period (thousands)........  $ 26,605    $ 28,192  $ 24,522 $  25,520     $ 9,017 
  Ratio of expenses to average net assets#.....      0.51%##     0.56%     0.71%     0.58%       0.38%##
  Ratio of net investment income to average                                                              
    net assets ................................      4.68%##     5.80%     5.56%     5.04%       4.72%##
  Portfolio turnover rate......................      372%         214%       16%       51%         25%
</TABLE>


*    Date operations commenced.

**   Derived from audited financial 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 the U.S. Government Securities Portfolio are
     only sold to separate accounts of The Travelers  Insurance Company and The
     Travelers Life and Annuity Company 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
     these separate  accounts.  For periods of less than one year, total returns
     are not 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, 1996 and the years ended December 31, 1995
     and 1994, there were no expense reimbursements by The Travelers in
     connection with the voluntary expense limitations described in Note 3.

##   Annualized.


                                       -65-
<PAGE>   68


               NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

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

                       SOCIAL AWARENESS STOCK PORTFOLIO


<TABLE>
<CAPTION>
                                                   SIX                                                    
                                                  MONTHS                                      MAY 1,*     
                                                   ENDED          FOR THE YEARS ENDED            TO       
                                                  JUNE 30,            DECEMBER 31,            DECEMBER 31,
                                                 ---------- ------------------------------ ------------
                                                  1996       1995**@   1994**    1993**       1992**
                                                  ----       ----      ----      ----         ----  
<S>                                              <C>        <C>        <C>       <C>        <C>
PER  SHARE DATA:
- ----------------
Net asset value, beginning of period...........  $ 14.32     $ 11.05   $ 11.64   $ 10.95    $ 10.00

  Income from operations
  ----------------------
  Net investment income........................     0.03        0.12      0.16      0.17       0.16
  Net gains or losses on securities                                                              
    (realized and unrealized)..................     1.20        3.47     (0.45)     0.65       0.79
                                                 --------   --------  --------  --------   --------
    Total from investment operations...........     1.23        3.59     (0.29)     0.82       0.95

  Less distributions
  ------------------
  Distributions from net investment income
    and net short-term realized gains..........    (0.28)      (0.14)    (0.24)    (0.13)         -
  Distributions from net long-term realized                                                       
    gains......................................    (0.34)      (0.18)    (0.06)        -          -
                                                 --------   --------  --------  --------   --------
    Total distribution.........................    (0.62)      (0.32)    (0.30)    (0.13)         -

Net asset value, end of period.................  $ 14.93     $ 14.32   $ 11.05   $ 11.64    $ 10.95
                                                 ========   ========  ========  ========   ========

TOTAL RETURN***                                     8.99%      33.37%    (2.69)%    7.55%      9.50%  
- ------------   

RATIOS/SUPPLEMENTAL DATA:
- -------------------------
  Net assets, end of period (thousands)........  $ 8,556     $ 7,055    $ 3,879  $ 3,361    $ 1,394
  Ratio of expenses to average net assets #....     1.25%##     1.25%      1.25%    1.05%      0.71%##
  Ratio of net investment income to average         0.45%##     0.99%      1.43%    1.50%      2.22%##
    net assets.................................
  Portfolio turnover rate......................       16%         73%       137%      60%        56
  Average commission rate paid###..............  $0.0460           -          -        -          -
</TABLE>

*     Date operations commenced.

**    Derived from audited financial 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 the Social Awareness Stock Portfolio are
      only  sold to separate accounts of The Travelers Insurance Company and The
      Travelers Life and Annuity Company 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 these separate
      accounts.  For periods of less than one year, total returns are not
      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 1.38%, annualized for the
      six months ended June 30, 1996 and 1.75%, 3.34%, 3.73% and 2.19% for the
      years ended December 31, 1995, 1994, 1993 and the period ended December
      31, 1992, respectively.

##    Annualized.

###   Calculated by dividing the total dollar amount of commissions paid for
      equity securities by the total number of shares purchased and sold during
      the period.

@     Effective May 1, 1995, Greenwich Street Advisors became sub-adviser for 
      the Social Awareness Stock Portfolio.


                                     -66-
<PAGE>   69


            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

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

                             UTILITIES PORTFOLIO


<TABLE>
<CAPTION>
                                                          SIX
                                                         MONTHS        FOR THE         FEBRUARY
                                                         ENDED           YEAR            4,*
                                                         JUNE           ENDED             TO
                                                          30,        DECEMBER 31,    DECEMBER 31,
                                                       -----------   -------------   -------------
                                                         1996            1995**         1994**
                                                         ----            ----           ----  
<S>                                                    <C>            <C>            <C>
PER SHARE DATA:
- ---------------
Net asset value, beginning of period...............    $  12.85       $ 10.17        $  10.00

  Income from operations
  ----------------------
  Net investment income............................        0.24          0.48            0.35
  Net gains or losses on securities (realized and                                             
    unrealized)....................................        0.34          2.44           (0.18)
                                                       ----------     ----------     -----------
    Total from investment operations...............        0.58          2.92            0.17

  Less distributions
  ------------------
  Distributions from net investment income and
    net short-term realized gains..................       (0.47)        (0.24)              -
                                                       ----------     ----------     -----------
      Total distributions..........................       (0.47)        (0.24)              -

Net asset value, end of period.....................    $  12.96       $ 12.85        $  10.17
                                                       ==========     ==========     ===========

TOTAL RETURN***                                            4.66%        29.29%           1.70%    
- ------------   

RATIOS/SUPPLEMENTAL DATA:
- -------------------------
  Net assets, end of period (thousands)............    $ 17,706      $ 15,340        $  5,757
  Ratio of expenses to average net assets#.........        0.92%##       1.25%           1.25%##
  Ratio of net investment income to average net                                                  
    assets.........................................        3.94%##       4.29%           3.86%##
  Portfolio turnover rate..........................          17%           25%             32%
  Average commission rate paid###..................    $ 0.0540             -               -
</TABLE>

*     Date operations commenced.

**    Derived from audited financial 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 the Utilities Portfolio are only sold to
      separate accounts of The Travelers  Insurance Company and The Travelers
      Life and Annuity Company 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 these
      separate accounts.  For periods of less than one year, total returns are
      not 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 1.27% and 3.49% annualized
      for the year ended December 31, 1995 and the period ended December 31,
      1994, respectively. For the six months ended June 30, 1996, there was no
      expense reimbursement by The Travelers in connection with the voluntary
      expense limitations described in Note 3.

##    Annualized.

###   Calculated by dividing the total dollar amount of commissions paid for
      equity securities by the total number of shares purchased and sold during
      the period.


                                     -67-
<PAGE>   70






                             Investment Advisers

                          CAPITAL APPRECIATION FUND

                 THE TRAVELERS INVESTMENT MANAGEMENT COMPANY

                            Hartford, Connecticut




      MANAGED ASSETS TRUST, HIGH YIELD BOND TRUST, CASH INCOME TRUST AND
       THE TRAVELERS SERIES TRUST: U.S. GOVERNMENT SECURITIES PORTFOLIO

             TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION

                            Hartford, Connecticut




       THE TRAVELERS SERIES TRUST: 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, The Travelers Series 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, The Travelers Series 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 Travelers Life and Annuity Company in addition to the Prospectuses for the
underlying funds, which collectively contain all pertinent information,
including the applicable sales commissions.

VG-181 (S/A) (6-96) Printed in U.S.A.






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission