ANCHOR SERIES TRUST
485B24E, 1997-02-28
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<PAGE>   1
       As filed with the Securities and Exchange Commission on February 28, 1997
                                                     File Nos. 2-86188; 811-3836
================================================================================






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933                           
                          Pre-Effective Amendment No.                 ___
                         Post-Effective Amendment No. 27              [X]
                                     and/or
               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940                        ___
                                Amendment No. 27                      [X]
                        (Check appropriate box or boxes)

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

                              The SunAmerica Center
                          733 Third Avenue - 3rd Floor
                             New York, NY 10017-3204
                (Address of Principal Executive Office)(Zip Code)

       Registrant's telephone number, including area code: (800) 858-8850

                              Robert M. Zakem, Esq.
                    Senior Vice President and General Counsel
                        SunAmerica Asset Management Corp.
                              The SunAmerica Center
                          733 Third Avenue - 3rd Floor
                             New York, NY 10017-3204
                     (Name and Address of Agent for Service)

                                    Copy to:

                              Susan L. Harris, Esq.
                                 SunAmerica Inc.
                        1 SunAmerica Center, Century City
                           Los Angeles, CA 90067-6022


  It is proposed that this filing will become effective (check appropriate box)

 X immediately upon filing pursuant      __ on (date) pursuant to paragraph (b) 
   to paragraph (b)
__ 60 days after filing pursuant         __ on (date) pursuant to
   to paragraph (a)                         paragraph (a) of Rule 485
                              --------------------

         The Registrant has elected to register an indefinite number of shares
of beneficial interest, par value $.01 per share, under the Securities Act of
1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Rule 24f-2 Notice for the Registrant's fiscal year ended December
31, 1996 was filed on February 21, 1997.

===============================================================================
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title                      Amount                    Proposed                   Proposed
of                         of                        Maximum                    Maximum                            Amount
Securities                 Shares                    Offering                   Aggregate                          of
Being                      Being                     Price                      Offering                           Registration
Registered                 Registered                Per Share                  Price                              Fee
<S>                        <C>                       <C>                        <C>                                <C>
Beneficial                 1,494,634                 $10.75                     $16,067,315.50                     $100*
Interest
$.01 Par Value
</TABLE>

* This calculation has been made pursuant to Rule 24e-2 under the Investment
Company Act of 1940, as amended. Registrant, during its fiscal year ended
December 31, 1996 redeemed or repurchased 1,798,124 shares. Of these shares,
334,187 were previously used for a reduction pursuant to Paragraph (c) of Rule
24f-2. 1,463,937 shares are being used for reduction pursuant to Paragraph (a)
of Rule 24e-2 for purposes of this amendment. No previous filing, other than
that described above, during Registrant's current fiscal year has utilized
redeemed or repurchased shares for purposes of such a reduction. Minimum fee is
$100.
<PAGE>   3
                               ANCHOR SERIES TRUST
                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Item Number
in Form N-1A                                                      Caption

                               PART A - PROSPECTUS

<S>      <C>                                                  <C>
1.       Cover Page                                           Cover Page

2.       Synopsis - Fee Table                                 *

3.       Condensed Financial                                  Financial Highlights
         Information

4.       General Description of                               The Trust; Investment Objectives and
         Registrant                                           Policies; Investment Restrictions;
                                                              Special Considerations; and
                                                              Description of the Trust

5.       Management of the Fund                               Management of the Trust

5A.      Management's Discussion of                           Cover Page
         Fund Performance

6.       Capital Stock and Other                              The Trust; Description of the Trust
         Securities

7.       Purchase of Securities                               The Trust; Net Asset Value;
         Being    Offered                                     Distribution and Redemption of
                                                              Shares; Inquiries

8.       Redemption or Repurchase                             The Trust; Distribution and
                                                              Redemption of Shares; Inquires

9.       Pending Legal Proceedings                            *

                  PART B - STATEMENT OF ADDITIONAL INFORMATION

10.      Cover Page                                           Cover Page

11.      Table of Contents                                    Table of Contents

12.      General Information and                              The Trust; General Information;
         History                                              Ownership of Shares

13.      Investment Objectives                                Investment Objectives and Policies

14.      Management of the Fund                               SunAmerica Asset Management Corp.;
                                                              Officers and Trustees of the Trust

15.      Control Persons and                                  Ownership of Shares
         Principal Holders of Securities

16.      Investment Advisory and                              SunAmerica Asset Management Corp.
         Other Services                                       and Wellington Management Company;
                                                              Custodian

17.      Brokerage Allocation and                             Portfolio Transactions and Brokerage
         Other Practices

18.      Capital Stock and Other                              General Information
         Securities

19.      Purchase, Redemption and                             Net Asset Value
         Pricing of Securities
         Being Offered

20.      Tax Status                                           Dividends, Distributions and Taxes

21.      Underwriters                                         *

22.      Calculation of Performance                           Net Asset Value
         Data

23.      Financial Statements                                 Financial Statements
</TABLE>

                                     PART C
<PAGE>   4
         Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

*        Omitted from the Prospectus or Statement of Additional Information
because the item is not applicable.
<PAGE>   5
 
   
                        PROSPECTUS -- FEBRUARY 28, 1997
    
- --------------------------------------------------------------------------------
                              ANCHOR SERIES TRUST
- --------------------------------------------------------------------------------
                                 P.O. BOX 54299
                      LOS ANGELES, CALIFORNIA, 90054-0299
 
   
     Anchor Series Trust (the "Trust") is an open-end diversified management
investment company. The Trust includes twelve Portfolios, each of which has its
own investment objective and policies.
    
 
     Shares of the Trust are issued and redeemed only in connection with
investments in and payments under variable annuity contracts and variable life
insurance policies. The contracts involve fees and expenses not described in
this Prospectus and may also involve certain restrictions or limitations on the
allocation of purchase payments or contract values to one or more series of the
Trust. Certain Portfolios of the Trust may not be available in connection with a
particular contract. See the applicable contract prospectus for information
regarding contract fees and expenses and any restrictions or limitations.
 
     The twelve Portfolios of the Trust are as follows:
 
     The FOREIGN SECURITIES PORTFOLIO seeks long-term capital appreciation
through investment primarily in equity securities issued by foreign companies.
 
   
     The CAPITAL APPRECIATION PORTFOLIO seeks long-term capital appreciation.
This Portfolio invests in growth equity securities which are widely diversified
by industry and company.
    
 
   
     The GROWTH PORTFOLIO seeks capital appreciation primarily through
investments in growth equity securities.
    
 
     The NATURAL RESOURCES PORTFOLIO seeks a total return in excess of the U.S.
rate of inflation as represented by the Consumer Price Index. This Portfolio
invests primarily in equity securities of U.S. or foreign companies which are
expected to provide favorable returns in periods of rising inflation.
 
   
     The GROWTH AND INCOME PORTFOLIO seeks to provide high current income and
long-term capital appreciation by investing primarily in securities that provide
the potential for growth and offer income, such as dividend-paying stocks and
securities convertible into common stock.
    
 
   
     The STRATEGIC MULTI-ASSET PORTFOLIO seeks high long-term total investment
return by allocating the Portfolio's assets among the following asset classes:
equity securities, aggressive growth equity securities, international equity
securities, fixed income securities including high-yield, high-risk bonds and
cash.
    
 
   
                            (The list of Portfolios continues on the next page.)
    
 
     As a result of the market risk inherent in any investment, there is no
assurance that the investment objective of any of the Portfolios will be
realized. INVESTMENTS IN A PORTFOLIO ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT OR ANY OTHER ENTITY OR PERSON.
 
   
     This Prospectus sets forth concisely the information that a prospective
investor should know before investing in the Trust. Please read it carefully and
retain it for future reference. A Statement of Additional Information dated
February 28, 1997 has been filed with the Securities and Exchange Commission.
Further information about the performance of the Portfolios is contained in the
Trust's Annual Report to Shareholders. The Annual Report to Shareholders and the
Statement of Additional Information may be obtained upon request and without
charge by writing to the Trust at the above address or by calling (800)
445-SUN2.
    
                    ----------------------------------------
 
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
   
 AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
  UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.
    
                    ----------------------------------------
<PAGE>   6
 
   
     The MULTI-ASSET PORTFOLIO seeks long-term total investment return
consistent with moderate investment risk by allocating the Portfolio's assets
among the following assets classes: equity securities, investment grade fixed
income securities and cash.
    
 
   
     The HIGH YIELD PORTFOLIO seeks to produce high current income. A secondary
investment objective is capital appreciation. The Portfolio invests in
high-yielding, high-risk, income producing corporate bonds. IN ADDITION TO OTHER
RISKS, THESE HIGH-YIELD, HIGH-RISK BONDS (ALSO KNOWN AS "JUNK BONDS") TYPICALLY
ARE SUBJECT TO GREATER MARKET FLUCTUATIONS AND RISK LOSS OF INCOME AND PRINCIPAL
DUE TO DEFAULT BY THE ISSUER THAN ARE INVESTMENTS IN LOWER-YIELDING,
HIGHER-RATED BONDS. SEE "RISK FACTORS -- HIGH YIELD BONDS" UNDER "HIGH YIELD
PORTFOLIO" FOR A DISCUSSION OF THE RISKS ASSOCIATED WITH HIGH-YIELD, HIGH-RISK
SECURITIES.
    
 
   
     The TARGET '98 PORTFOLIO seeks a predictable compounded investment return
for the specified time period, consistent with preservation of capital by
investing primarily in zero coupon securities maturing November 15, 1998 and
current interest-bearing, investment grade debt obligations which are issued by
the U.S. Government, its agencies and instrumentalities, and both domestic and
foreign corporations.
    
 
     The FIXED INCOME PORTFOLIO seeks a high level of current income consistent
with preservation of capital and invests primarily in investment grade, fixed
income securities.
 
   
     The GOVERNMENT AND QUALITY BOND PORTFOLIO seeks relatively high current
income, liquidity and security of principal. This Portfolio invests in
obligations issued, guaranteed or insured by the U.S. Government, its agencies
or instrumentalities and in investment grade corporate debt securities.
    
 
     The MONEY MARKET PORTFOLIO seeks current income consistent with stability
of principal through investment in a diversified portfolio of money market
instruments maturing in 397 days or less. THE MONEY MARKET PORTFOLIO SEEKS TO
MAINTAIN A STABLE PRICE PER SHARE, BUT THERE IS NO ASSURANCE THAT THIS PORTFOLIO
WILL CONTINUE TO MAINTAIN SUCH STABILITY.
<PAGE>   7
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                 ITEM                                                   PAGE
- ------------------------------------------------------------------------------------------------------  ----
<S>                                                                                                     <C>
FINANCIAL HIGHLIGHTS..................................................................................    2
THE TRUST.............................................................................................    5
INVESTMENT OBJECTIVES AND POLICIES....................................................................    5
    Equity Portfolios.................................................................................    5
      Foreign Securities Portfolio....................................................................    5
      Capital Appreciation Portfolio..................................................................    6
      Growth Portfolio................................................................................    7
      Natural Resources Portfolio.....................................................................    7
      Growth and Income Portfolio.....................................................................    8
    Managed Portfolios................................................................................    9
      Strategic Multi-Asset and Multi-Asset Portfolios................................................    9
    Income Portfolios.................................................................................   11
      High Yield Portfolio............................................................................   11
      Target '98 Portfolio............................................................................   12
      Fixed Income Portfolio..........................................................................   14
      Government and Quality Bond Portfolio...........................................................   14
    MONEY MARKET PORTFOLIO............................................................................   15
    REPURCHASE AGREEMENTS.............................................................................   16
    ILLIQUID SECURITIES...............................................................................   16
    HEDGING AND INCOME ENHANCEMENT STRATEGIES.........................................................   17
INVESTMENT RESTRICTIONS...............................................................................   18
SPECIAL CONSIDERATIONS................................................................................   18
MANAGEMENT OF THE TRUST...............................................................................   19
    The Trustees......................................................................................   19
    SAAMCo............................................................................................   19
    Wellington Management Company, LLP................................................................   20
    Portfolio Management..............................................................................   21
    Custodian, Transfer and Dividend Paying Agent.....................................................   21
    Expenses of the Trust.............................................................................   21
PORTFOLIO TRANSACTIONS................................................................................   22
NET ASSET VALUE.......................................................................................   22
DIVIDENDS, DISTRIBUTIONS AND TAXES....................................................................   23
DESCRIPTION OF THE TRUST..............................................................................   23
REPORTS AND INDEPENDENT ACCOUNTANTS...................................................................   24
DISTRIBUTION AND REDEMPTION OF SHARES; INQUIRIES......................................................   24
APPENDIX A
</TABLE>
    
 
                                       (i)
<PAGE>   8
 
- --------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS*
- --------------------------------------------------------------------------------
                              ANCHOR SERIES TRUST
   
     The following selected Financial Highlights have been audited by Price
Waterhouse LLP, independent accountants, whose unqualified report for the 5
years in the period ended December 31, 1996 is included in the Trust's Annual
Report. This information should be read in conjunction with the financial
statements and notes thereto, which are included in the Statement of Additional
Information.
    
   
<TABLE>
<CAPTION>
                                                                           DIVIDENDS
                                         NET REALIZED                       DECLARED       DIVIDENDS         NET
              NET ASSET        NET       & UNREALIZED                       FROM NET        FROM NET        ASSET
                VALUE        INVEST-      GAIN (LOSS)      TOTAL FROM       INVEST-         REALIZED        VALUE
   YEAR       BEGINNING       MENT            ON           INVEST- MENT       MENT          GAIN ON        END OF       TOTAL
  ENDED       OF PERIOD      INCOME       INVESTMENTS      OPERATIONS        INCOME       INVESTMENTS      PERIOD      RETURN
- ------------------------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>         <C>               <C>             <C>            <C>              <C>         <C>
                                                 Foreign Securities Portfolio
3/23/87-
 12/31/87       $10.00       $ 0.02 +       $ (1.22)         $ (1.20)        $(0.02)         $--           $  8.78       (13.1)%
12/31/88          8.78         0.11 +          1.82             1.93          (0.08)         --              10.63        22.0
12/31/89         10.63         0.13            2.96             3.09          (0.02)         --              13.70        29.1
12/31/90         13.70         0.18           (1.88)           (1.70)         (0.30)          (1.45)         10.25       (12.8)
12/31/91         10.25         0.07           (0.09)           (0.02)         (0.12)         --              10.11        (0.3)
12/31/92         10.11         0.13           (1.43)           (1.30)         (0.06)          (0.28)          8.47       (13.1)
12/31/93          8.47         0.05            2.50             2.55          (0.09)         --              10.93        30.2
12/31/94         10.93         0.11           (0.46)           (0.35)         (0.03)         --              10.55        (3.2)
12/31/95         10.55         0.13            1.19             1.32          (0.05)          (0.01)         11.81        12.6
12/31/96         11.81         0.15            1.19             1.34          (0.21)         --              12.94        11.5
 
<CAPTION>
 
              NET                        RATIO OF NET
             ASSETS       RATIO OF        INVESTMENT
             END OF      EXPENSES TO       INCOME TO       PORTFOLIO       AVERAGE
   YEAR      PERIOD      AVERAGE NET      AVERAGE NET      TURNOVER      COMMISSION
  ENDED     (000'S)        ASSETS           ASSETS           RATE        PER SHARE @
 
- ------------------------------------------------------------------------------------------------
<S>           <C>        <C>             <C>               <C>           <C>
                            Foreign Securities Portfolio 
3/23/87-
 12/31/87   $ 12,284          1.8%#+           0.3%            85.0%           N/A
12/31/88      16,785          1.7+             1.1+            79.5            N/A
12/31/89      45,261          1.8              1.1             61.8            N/A
12/31/90      34,237          1.7              1.3             75.1            N/A
12/31/91      30,823          1.4              0.7             64.2            N/A
12/31/92      29,204          1.3              1.4            144.2            N/A
12/31/93      72,579          1.3              0.5             47.7            N/A
12/31/94      68,641          1.2              1.0             73.9            N/A
12/31/95      53,609          1.2              1.2             33.0            N/A
12/31/96      48,036          1.4              1.2             74.3         0.0062
                                                Capital Appreciation Portfolio
3/23/87-
 12/31/87        10.00         0.03 +         (1.69)           (1.66)         (0.04)          (0.35)          7.95       (16.5)
12/31/88          7.95         0.09            1.64             1.73          (0.05)         --               9.63        21.1
12/31/89          9.63         0.18            2.23             2.41          (0.01)         --              12.03        25.0
12/31/90         12.03         0.13           (2.04)           (1.91)         (0.29)          (0.02)          9.81       (16.2)
12/31/91          9.81         0.09            5.41             5.50          (0.01)          (0.07)         15.23        56.1
12/31/92         15.23         0.01            3.70             3.71          (0.07)          (1.12)         17.75        25.9
12/31/93         17.75        (0.03)           3.73             3.70          (0.01)          (1.16)         20.28        21.1
12/31/94         20.28        (0.02)          (0.71)           (0.73)         --              (2.04)         17.51        (3.8)
12/31/95         17.51         0.06            6.00             6.06          (0.15)          (0.20)         23.22        34.6
12/31/96         23.22         0.06            5.73             5.79          (0.06)          (0.95)         28.00        25.1
 
<CAPTION>
                            Capital Appreciation Portfolio
3/23/87-
 12/31/87      7,849          1.5#+            0.5#+          115.0            N/A
12/31/88      19,976          1.1              1.0             30.3            N/A
12/31/89      35,951          1.0              1.6             30.9            N/A
12/31/90      27,568          1.0              1.2             37.2            N/A
12/31/91      45,976          1.0              0.7             72.9            N/A
12/31/92      83,414          0.9              0.1             92.9            N/A
12/31/93     182,515          0.9             (0.2)           111.2            N/A
12/31/94     229,544          0.8             (0.1)            64.0            N/A
12/31/95     356,218          0.8              0.3             60.1            N/A
12/31/96     567,672          0.8              0.2             69.2         0.0517
                                                       Growth Portfolio
12/31/87         13.99         0.25           (0.04)            0.21          (0.48)          (1.27)         12.45         0.6
12/31/88         12.45         0.22            1.37             1.59          --             --              14.04        12.8
12/31/89         14.04         0.31            3.91             4.22          (0.29)         --              17.97        30.1
12/31/90         17.97         0.27           (0.50)           (0.23)         (0.56)          (1.72)         15.46        (1.6)
<CAPTION>
                                                        Growth Portfolio
12/31/91         15.46         0.22            6.05             6.27          (0.12)          (0.21)         21.40        40.8
12/31/92         21.40         0.09            0.99             1.08          (0.19)          (0.62)         21.67         5.4
12/31/93         21.67         0.05            1.60             1.65          (0.08)          (0.92)         22.32         7.8
12/31/94         22.32         0.05           (1.03)           (0.98)         (0.05)          (3.11)         18.18        (4.7)
12/31/95         18.18         0.11            4.62             4.73          (0.05)          (3.38)         19.48        26.3
12/31/96         19.48         0.20            4.57             4.77          (0.11)          (0.95)         23.19        25.0
 
<CAPTION>
                               Growth Portfolio
12/31/87     210,736          0.9              1.6             81.6            N/A
12/31/88     195,105          1.0              1.6             37.6            N/A
12/31/89     171,593          1.0              1.8             26.9            N/A
12/31/90     151,527          0.9              1.6             22.2            N/A
12/31/91     231,857          0.9              1.2             36.9            N/A
12/31/92     279,291          0.9              0.5             37.9            N/A
12/31/93     311,050          0.9              0.2             66.3            N/A
12/31/94     246,149          0.8              0.2             74.8            N/A
12/31/95     307,857          0.9              0.6             92.1            N/A
12/31/96     366,602          0.8              0.9             51.7         0.0515
                                                 Natural Resources Portfolio
12/31/88         10.00         0.33 +          0.84             1.17          (0.17)         --              11.00        11.7
12/31/89         11.00         0.39            1.63             2.02          (0.12)         --              12.90        18.3
12/31/90         12.90         0.33           (2.10)           (1.77)         (0.61)          (0.80)          9.72       (15.0)
12/31/91          9.72         0.26            0.21             0.47          (0.13)         --              10.06         4.9
12/31/92         10.06         0.21            0.05             0.26          (0.39)         --               9.93         2.5
12/31/93          9.93         0.15            3.42             3.57          (0.17)         --              13.33        36.2
12/31/94         13.33         0.23           (0.09)            0.14          (0.09)          (0.09)         13.29         1.0
12/31/95         13.29         0.18            2.15             2.33          (0.21)          (0.29)         15.12        17.5
12/31/96         15.12         0.22            1.89             2.11          (0.13)          (0.23)         16.87        14.1
* Selected data for a share of beneficial interest outstanding throughout each period (calculated based upon average shares
 outstanding).
# Annualized.
+ Net of expense reimbursement.
@ The average commission per share is derived by taking the agency commissions paid on equity securities trades and dividing
  by the number of shares purchased and sold. This information was not required to be disclosed prior to 1996.
 
<CAPTION>
                               Natural Resources Portfolio
12/31/88      12,324          1.6+             3.2+            20.0            N/A
12/31/89      16,971          1.5              3.3             38.2            N/A
12/31/90      14,954          1.4              3.0             26.6            N/A
12/31/91       9,407          1.2              2.5              2.6            N/A
12/31/92       8,796          1.3              2.1             18.7            N/A
12/31/93      18,255          1.1              1.3             34.5            N/A
12/31/94      21,230          1.0              1.7             36.0            N/A
12/31/95      28,941          1.0              1.3             32.0            N/A
12/31/96      45,329          0.9              1.3             52.5         0.0409

* Selected data for a share of beneficial interest outstanding throughout each period (calculated based upon average shares
 outstanding).
# Annualized.
+ Net of expense reimbursement.
@ The average commission per share is derived by taking the agency commissions paid on equity securities trades and dividing
  by the number of shares purchased and sold. This information was not required to be disclosed prior to 1996.
</TABLE>
    
 
                                        2
<PAGE>   9
 
- --------------------------------------------------------------------------------
                       FINANCIAL HIGHLIGHTS* (CONTINUED)
- --------------------------------------------------------------------------------
                              ANCHOR SERIES TRUST
   
<TABLE>
<CAPTION>
                                                                           DIVIDENDS
                                         NET REALIZED                       DECLARED       DIVIDENDS         NET
              NET ASSET        NET       & UNREALIZED                       FROM NET        FROM NET        ASSET
                VALUE        INVEST-      GAIN (LOSS)      TOTAL FROM       INVEST-         REALIZED        VALUE
   YEAR       BEGINNING       MENT            ON           INVEST- MENT       MENT          GAIN ON        END OF       TOTAL
  ENDED       OF PERIOD      INCOME       INVESTMENTS      OPERATIONS        INCOME       INVESTMENTS      PERIOD      RETURN
- ------------------------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>         <C>               <C>             <C>            <C>              <C>         <C>
                                                 Growth and Income Portfolio
1/23/87-
 12/31/87       $10.00       $ 0.42 +       $ (1.56)         $ (1.14)        $(0.42)         $--           $  8.44       (12.6)%
12/31/88          8.44         0.57            0.65             1.22          (0.55)         --               9.11        14.5
12/31/89          9.11         0.57            0.77             1.34          --             --              10.45        14.7
12/31/90         10.45         0.63           (0.98)           (0.35)         (1.34)         --               8.76        (3.8)
12/31/91          8.76         0.64            1.70             2.34          (0.12)         --              10.98        26.8
12/31/92         10.98         0.65            1.50             2.15          (0.64)         --              12.49        20.1
12/31/93         12.49         0.61            2.11             2.72          (0.55)          (0.08)         14.58        22.0
12/31/94         14.58         0.66           (1.96)           (1.30)         (0.52)          (1.20)         11.56        (9.7)
12/31/95         11.56         0.61            1.29             1.90          (0.83)          (0.62)         12.01        16.6
12/31/96         12.01         0.33            2.02             2.35          (0.77)         --              13.59        20.2
 
<CAPTION>
 
              NET                        RATIO OF NET
             ASSETS       RATIO OF        INVESTMENT
             END OF      EXPENSES TO       INCOME TO       PORTFOLIO       AVERAGE
   YEAR      PERIOD      AVERAGE NET      AVERAGE NET      TURNOVER      COMMISSION
  ENDED     (000'S)        ASSETS           ASSETS           RATE        PER SHARE @
 
- -------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>             <C>               <C>           <C>
                            Growth and Income Portfolio
1/23/87-
 12/31/87   $ 14,577          1.2%#            5.6%#           81.3%           N/A
12/31/88      17,653          1.0              6.1             52.8            N/A
12/31/89      19,027          1.0              5.6             77.0            N/A
12/31/90      13,352          1.1              6.6            107.0            N/A
12/31/91      14,551          1.1              6.4            109.0            N/A
12/31/92      23,723          1.0              5.6             86.5            N/A
12/31/93      41,555          0.9              4.4             86.2            N/A
12/31/94      34,995          0.9              4.9             50.7            N/A
12/31/95      32,008          0.9              5.2             88.8            N/A
12/31/96      33,465          0.9              2.5            108.5         0.0477
                          Strategic Multi-Asset Portfolio
1/13/87-
 12/31/87        10.00         0.25           (0.97)           (0.72)         (0.25)          (0.03)          9.00        (7.8)
12/31/88          9.00         0.36            0.98             1.34          (0.28)         --              10.06        14.9
12/31/89         10.06         0.41            1.58             1.99          (0.05)         --              12.00        19.8
12/31/90         12.00         0.38           (1.26)           (0.88)         (0.83)          (0.12)         10.17        (7.8)
12/31/91         10.17         0.26            2.20             2.46          --             --              12.63        24.2
12/31/92         12.63         0.23            0.25             0.48          (0.34)          (0.32)         12.45         3.9
12/31/93         12.45         0.21            1.68             1.89          (0.28)         --              14.06        15.3
12/31/94         14.06         0.24           (0.53)           (0.29)         (0.20)          (2.28)         11.29        (2.6)
12/31/95         11.29         0.32            2.18             2.50          (0.23)          (1.78)         11.78        22.8
12/31/96         11.78         0.25            1.41             1.66          (0.40)          (0.84)         12.20        14.8
                          Strategic Multi-Asset Portfolio
<CAPTION>
1/13/87-
 12/31/87     65,066          1.5#             3.4#            68.9            N/A
12/31/88      83,479          1.4              3.7             37.4            N/A
12/31/89     108,434          1.4              3.7             36.6            N/A
12/31/90      87,329          1.4              3.4             28.0            N/A
12/31/91      88,585          1.3              2.3             42.0            N/A
12/31/92      79,621          1.3              1.8             57.5            N/A
12/31/93      76,466          1.3              1.2             73.9            N/A
12/31/94      65,357          1.3              1.8             63.7            N/A
12/31/95      64,026          1.3              2.7             36.9            N/A
12/31/96      57,744          1.4              2.0             51.3         0.0064
                              Multi-Asset Portfolio
3/23/87-
 12/31/87        10.00         0.33           (0.76)           (0.43)         (0.33)          (0.05)          9.19        (4.9)
12/31/88          9.19         0.44            0.44             0.88          (0.42)         --               9.65         9.6
12/31/89          9.65         0.48            1.42             1.90          (0.01)         --              11.54        19.7
12/31/90         11.54         0.48           (0.30)            0.18          (1.03)         --              10.69         1.6
12/31/91         10.69         0.45            2.45             2.90          (0.06)         --              13.53        27.3
12/31/92         13.53         0.41            0.67             1.08          (0.47)          (0.35)         13.79         8.2
12/31/93         13.79         0.36            0.63             0.99          (0.44)          (0.46)         13.88         7.3
12/31/94         13.88         0.39           (0.60)           (0.21)         (0.47)          (1.49)         11.71        (1.7)
12/31/95         11.71         0.40            2.47             2.87          (0.49)          (1.05)         13.04        24.9
12/31/96         13.04         0.35            1.36             1.71          (0.49)          (0.91)         13.35        13.9
 
<CAPTION>
                             Multi-Asset Portfolio
3/23/87-
 12/31/87    130,684          1.2#             4.5#            58.5            N/A
12/31/88     161,622          1.2              4.5             30.8            N/A
12/31/89     168,986          1.2              4.4             36.9            N/A
12/31/90     151,329          1.2              4.4             48.7            N/A
12/31/91     177,429          1.2              3.8             50.7            N/A
12/31/92     207,533          1.1              3.1             38.6            N/A
12/31/93     208,900          1.1              2.6             48.2            N/A
12/31/94     164,159          1.1              3.0             82.5            N/A
12/31/95     168,243          1.1              3.2             85.9            N/A
12/31/96     150,619          1.1              2.6             64.1         0.0517
                               High Yield Portfolio
12/31/87         11.66         1.15           (1.51)           (0.36)         (1.48)          (0.02)          9.80         1.7
12/31/88          9.80         1.23            0.17             1.40          (1.18)         --              10.02        14.3
12/31/89         10.02         1.27           (1.53)           (0.26)         (0.07)         --               9.69        (2.8)
12/31/90          9.69         0.99           (1.85)           (0.86)         (2.87)         --               5.96       (10.8)
12/31/91          5.96         0.81            1.16             1.97          (0.05)         --               7.88        33.1
12/31/92          7.88         0.81            0.28             1.09          (0.58)         --               8.39        13.9
12/31/93          8.39         0.79            0.79             1.58          (0.54)         --               9.43        19.1
12/31/94          9.43         0.15           (0.56)           (0.41)         (1.15)         --               7.87        (4.5)
12/31/95          7.87         0.77            0.67             1.44          (0.98)         --               8.33        18.8
12/31/96          8.33         0.74            0.19             0.93          (0.88)         --               8.38        11.7
* Selected data for a share of beneficial interest outstanding throughout each period (calculated based upon average shares
 outstanding).
# Annualized.
+ Net of expense reimbursement.
@ The average commission per share is derived by taking the agency commissions paid on equity securities trades and dividing
  by the number of shares purchased and sold. This information was not required to be disclosed prior to 1996.
 
<CAPTION>
                              High Yield Portfolio
12/31/87      52,783          0.9              9.9             71.3            N/A
12/31/88      57,916          0.9             11.4             41.5            N/A
12/31/89      33,430          1.0             12.2             43.9            N/A
12/31/90      20,695          1.0             13.2             50.9            N/A
12/31/91      33,046          1.0             11.3             54.9            N/A
12/31/92      47,140          0.9              9.7            134.9            N/A
12/31/93      79,303          0.9              8.5            121.1            N/A
12/31/94      48,057          0.9              9.0             97.9            N/A
12/31/95      46,817          0.9              9.2             68.1            N/A
12/31/96      45,687          0.9              8.8             58.0            N/A
* Selected data for a share of beneficial interest outstanding throughout each 
  period (calculated based upon average shares outstanding).
# Annualized.
+ Net of expense reimbursement.
@ The average commission per share is derived by taking the agency commissions 
  paid on equity securities trades and dividing by the number of shares 
  purchased and sold. This information was not required to be disclosed prior 
  to 1996.
</TABLE>
    
 
                                        3
<PAGE>   10
 
- --------------------------------------------------------------------------------
                       FINANCIAL HIGHLIGHTS* (CONTINUED)
- --------------------------------------------------------------------------------
                              ANCHOR SERIES TRUST
   
<TABLE>
<CAPTION>
                                                                           DIVIDENDS
                                         NET REALIZED                       DECLARED       DIVIDENDS         NET
              NET ASSET        NET       & UNREALIZED                       FROM NET        FROM NET        ASSET
                VALUE        INVEST-      GAIN (LOSS)      TOTAL FROM       INVEST-         REALIZED        VALUE
   YEAR       BEGINNING       MENT            ON           INVEST- MENT       MENT          GAIN ON        END OF       TOTAL
  ENDED       OF PERIOD      INCOME       INVESTMENTS      OPERATIONS        INCOME       INVESTMENTS      PERIOD      RETURN
- ------------------------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>         <C>               <C>             <C>            <C>              <C>         <C>
                                                     Target '98 Portfolio
5/2/88-
 12/31/88       $10.00       $ 0.49 +       $  0.23          $  0.72         $(0.16)         $--           $ 10.56         7.9%
12/31/89         10.56         0.84            0.99             1.83          (0.05)         --              12.34        17.3
12/31/90         12.34         0.87           (0.12)            0.75          (1.54)          (0.08)         11.47         1.7
12/31/91         11.47         0.83            1.33             2.16          --             --              13.63        18.9
12/31/92         13.63         0.82            0.16             0.98          (0.79)          (0.25)         13.57         7.2
12/31/93         13.57         0.82            0.71             1.53          (0.93)          (0.23)         13.94        11.2
12/31/94         13.94         0.83           (1.39)           (0.56)         (1.11)          (0.07)         12.20        (4.1)
12/31/95         12.20         0.86            0.88             1.74          (1.30)         --              12.64        14.6
12/31/96         12.64         0.81           (0.37)            0.44          (1.41)         --              11.67         3.7
 
<CAPTION>
 
              NET                        RATIO OF NET
             ASSETS       RATIO OF        INVESTMENT
             END OF      EXPENSES TO       INCOME TO       PORTFOLIO       AVERAGE
   YEAR      PERIOD      AVERAGE NET      AVERAGE NET      TURNOVER      COMMISSION
  ENDED     (000'S)        ASSETS           ASSETS           RATE        PER SHARE @
 
- ------------------------------------------------------------------------------------------------
<S>           <C>        <C>             <C>               <C>           <C>
Target '98 Portfolio 
5/2/88-
 12/31/88   $  5,718          0.8%#+           7.8%            13.0%           N/A
12/31/89      15,385          1.1              7.3             21.9            N/A
12/31/90      14,614          1.0              7.5              6.8            N/A
12/31/91      12,553          1.0              6.9             14.4            N/A
12/31/92      19,227          0.9              6.0             37.3            N/A
12/31/93      20,500          0.9              5.7             20.8            N/A
12/31/94      19,194          0.8              6.5              9.2            N/A
12/31/95      12,774          0.9              6.7             38.6            N/A
12/31/96      10,172          0.9              6.5            --               N/A
                                                    Fixed Income Portfolio
12/31/87         14.09         1.01           (1.10)           (0.09)         (1.51)          (0.11)         12.38         0.8
12/31/88         12.38         0.98           (0.11)            0.87          (1.14)         --              12.11         7.0
12/31/89         12.11         0.98            0.58             1.56          --             --              13.67        12.6
12/31/90         13.67         0.96            0.01             0.97          (2.07)         --              12.57         7.9
12/31/91         12.57         0.96            0.95             1.91          (0.05)         --              14.43        15.2
12/31/92         14.43         0.98           (0.04)            0.94          (1.06)         --              14.31         6.5
12/31/93         14.31         0.95            0.19             1.14          (0.91)         --              14.54         8.0
12/31/94         14.54         0.89           (1.36)           (0.47)         (1.17)         --              12.90        (3.2)
12/31/95         12.90         0.90            1.52             2.42          (1.16)         --              14.16        19.2
12/31/96         14.16         0.93           (0.64)           (0.29)         (1.15)         --              13.30         2.4
 
<CAPTION>
Fixed Income Portfolio
12/31/87      56,410          0.8              7.4             57.0            N/A
12/31/88      48,044          0.8              7.6             45.6            N/A
12/31/89      42,512          0.9              7.6             34.0            N/A
12/31/90      34,392          0.9              7.5             52.2            N/A
12/31/91      37,887          0.9              7.2             55.3            N/A
12/31/92      40,001          0.8              6.8             31.8            N/A
12/31/93      41,116          0.8              6.3             45.9            N/A
12/31/94      28,582          0.8              6.5             56.5            N/A
12/31/95      27,975          0.8              6.5             76.7            N/A
12/31/96      22,743          0.8              6.8             77.9            N/A
                                            Government and Quality Bond Portfolio
12/31/87         13.70         1.11           (1.01)            0.10          (1.83)         --              11.97         1.6
12/31/88         11.97         1.13           (0.08)            1.05          (1.43)         --              11.59         8.8
12/31/89         11.59         1.10            0.71             1.81          --             --              13.40        15.6
12/31/90         13.40         1.05           (0.09)            0.96          (2.30)         --              12.06         7.8
12/31/91         12.06         1.00            1.08             2.08          (0.11)         --              14.03        17.3
12/31/92         14.03         1.02           (0.05)            0.97          (1.07)         --              13.93         6.9
12/31/93         13.93         0.90            0.25             1.15          (0.86)         --              14.22         8.3
12/31/94         14.22         0.86           (1.30)           (0.44)         (0.73)          (0.19)         12.86        (3.1)
12/31/95         12.86         0.90            1.55             2.45          (1.08)         --              14.23        19.4
12/31/96         14.23         0.87           (0.50)            0.37          (0.90)          (0.03)         13.67         2.9
 
<CAPTION>
Government and Quality Bond Portfolio
12/31/87     267,091          0.8              8.7             36.0            N/A
12/31/88     195,984          0.8              8.9            120.5            N/A
12/31/89     163,082          0.8              8.6             71.8            N/A
12/31/90     155,522          0.8              8.5             63.3            N/A
12/31/91     197,463          0.8              7.8             87.5            N/A
12/31/92     207,860          0.8              7.3             76.4            N/A
12/31/93     264,660          0.7              6.2             93.2            N/A
12/31/94     232,530          0.7              6.4            117.6            N/A
12/31/95     225,579          0.7              6.5            135.2            N/A
12/31/96     221,603          0.7              6.3            106.7            N/A
                                                    Money Market Portfolio
12/31/87          1.00         0.06          --                 0.06          (0.06)         --               1.00       --
12/31/88          1.00         0.07          --                 0.07          (0.07)         --               1.00       --
12/31/89          1.00         0.08          --                 0.08          (0.08)         --               1.00         8.2
12/31/90          1.00         0.07          --                 0.07          (0.07)         --               1.00         7.4
12/31/91          1.00         0.06          --                 0.06          (0.06)         --               1.00         5.6
12/31/92          1.00         0.03          --                 0.03          (0.03)         --               1.00         3.4
12/31/93          1.00         0.02          --                 0.02          (0.02)         --               1.00         2.0
12/31/94          1.00         0.04          --                 0.04          (0.04)         --               1.00         3.8
12/31/95          1.00         0.05          --                 0.05          (0.05)         --               1.00         5.6
12/31/96          1.00         0.05          --                 0.05          (0.05)         --               1.00         5.0
* Selected data for a share of beneficial interest outstanding throughout each period (calculated based upon average shares
  outstanding).
# Annualized.
+ Net of expense reimbursement.
@ The average commission per share is derived by taking the agency commissions paid on equity securities trades and dividing
  by the number of shares purchased and sold. This information was not required to be disclosed prior to 1996.

<CAPTION>
Money Market Portfolio
12/31/87      83,360          0.7              6.4            --               N/A
12/31/88     171,364          0.7              7.2            --               N/A
12/31/89     248,774          0.7              8.6            --               N/A
12/31/90     181,956          0.7              7.6            --               N/A
12/31/91     119,855          0.7              5.7            --               N/A
12/31/92     127,262          0.6              3.3            --               N/A
12/31/93      99,309          0.6              2.7            --               N/A
12/31/94     126,004          0.6              3.8            --               N/A
12/31/95      93,692          0.6              5.5            --               N/A
12/31/96      74,001          0.6              4.9            --               N/A
* Selected data for a share of beneficial interest outstanding throughout each period (calculated based upon average shares
  outstanding).
# Annualized.
+ Net of expense reimbursement.
@ The average commission per share is derived by taking the agency commissions paid on equity securities trades and dividing
  by the number of shares purchased and sold. This information was not required to be disclosed prior to 1996.
</TABLE>
    
 
                                        4
<PAGE>   11
 
- --------------------------------------------------------------------------------
 
                                   THE TRUST
- --------------------------------------------------------------------------------
 
     ANCHOR SERIES TRUST (the "Trust") is an open-end diversified management
investment company. This Prospectus includes the twelve separate portfolios of
the Trust which are the: Foreign Securities Portfolio, Capital Appreciation
Portfolio, Growth Portfolio, Natural Resources Portfolio, Growth and Income
Portfolio (formerly, the Convertible Securities Portfolio), Strategic
Multi-Asset Portfolio, Multi-Asset Portfolio, High Yield Portfolio, Target '98
Portfolio, Fixed Income Portfolio, Government and Quality Bond Portfolio, and
Money Market Portfolio (each a "Portfolio" and collectively the "Portfolios").
The Trust issues a separate series of shares for each Portfolio, which in some
instances have rights separate from other series of shares. The Trustees may
provide for additional portfolios from time to time. The Declaration of Trust
permits the Trustees to issue an unlimited number of full or fractional shares
of each series of shares. (See "Dividends, Distributions and Taxes.")
 
   
     SunAmerica Asset Management Corp. ("SAAMCo" or the "Adviser"), an indirect
wholly owned subsidiary of SunAmerica Inc., serves as investment adviser for all
the portfolios of the Trust. (See "SAAMCo.") Wellington Management Company, LLP
("WMC" or the "Sub-Adviser") serves as sub-adviser for all the Portfolios of the
Trust. (See "Wellington Management Company, LLP.") When referred to collectively
herein, SAAMCo and WMC shall be referred to as the "Advisers."
    
 
     Shares of the Portfolios are issued and redeemed only in connection with
investments in and payments under variable annuity contracts and variable life
insurance policies ("Variable Contracts") of Anchor National Life Insurance
Company, First SunAmerica Life Insurance Company, Phoenix Mutual Life Insurance
Company and Presidential Life Insurance Company (the "Life Companies"). Certain
series of the Trust may not be available in connection with a particular
contract. Anchor National Life Insurance Company and First SunAmerica Life
Insurance Company are under common control with, and therefore are affiliated
with, the Adviser. Phoenix Mutual Life Insurance Company and Presidential Life
Insurance Company are not affiliates of the Adviser. The Trust does not foresee
a disadvantage to contract owners arising out of the fact that the Trust offers
its shares for Variable Contracts other than those offered by life insurance
companies affiliated with the Adviser. Nevertheless, the Trust's Board of
Trustees intends to monitor events in order to identify any material
irreconcilable conflicts which may possibly arise and to determine what action,
if any, should be taken in response thereto. If such a conflict were to occur,
one or more insurance company separate accounts might withdraw their investments
in the Trust. This might force the Trust to sell portfolio securities at
disadvantageous prices.
 
- --------------------------------------------------------------------------------
 
                       INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
 
   
     Each Portfolio of the Trust has a different investment objective and is
managed separately. The risks and opportunities of each Portfolio should be
examined separately. The differences in objectives and policies among the
Portfolios will affect the investment return of each Portfolio and the degree of
market and financial risk of each Portfolio. The investment objective of each
Portfolio stated below may not be changed without the approval of the holders of
the outstanding shares of each Portfolio affected. There is no assurance that
the investment objectives of the various Portfolios will be met.
    
 
                               EQUITY PORTFOLIOS
 
   
FOREIGN SECURITIES PORTFOLIO
    
 
   
     The investment objective of this Portfolio is long-term capital
appreciation through investment in a diversified portfolio of primarily equity
securities issued by foreign companies and primarily denominated in foreign
currencies. The Portfolio may also invest up to 20% of its assets in foreign
fixed income securities issued by domestic and foreign companies, foreign
governments and their agencies and instrumentalities and supranational agencies.
Investments will cover a broad range of companies and industries in a number of
foreign countries and may be denominated in U.S. dollars or foreign currencies.
The Sub-Adviser anticipates that, under normal market conditions, the Portfolio
will diversify its investments among a minimum of five countries.
    
 
     Securities will be selected on the basis of fundamental analysis to
identify those companies which, in the judgment of the Sub-Adviser, possess
above-average capital appreciation potential. In addition to fundamental
 
                                        5
<PAGE>   12
 
analysis of companies and their industries, the Sub-Adviser evaluates the
economic and political climate of the country in which the company is located
and the principal securities markets in which such securities are traded. The
Sub-Adviser believes that fundamental analysis coupled with diversification
among a number of countries and among a broad range of companies may serve to
lessen the risks which may be associated with investing in foreign securities.
 
   
     All or a portion of the foreign securities purchased by the Portfolio may
be in the form of American Depositary Receipts ("ADRs") or Global Depositary
Receipts ("GDRs"). ADRs are typically issued by a U.S. bank or trust company,
and evidence ownership of underlying securities issued by a foreign corporation.
GDRs are issued globally, and evidence a similar ownership arrangement.
Generally, ADRs are designed for trading in the United States securities
markets, and GDRs are designed for trading in non-U.S. securities markets.
    
 
   
     A significant portion of the Portfolio's equity investments are expected to
be in securities which are not listed for trading on domestic securities
exchanges and, although publicly traded, may be less liquid than securities
issued by larger, more seasoned companies which trade on domestic securities
exchanges. The Portfolio's policy of investing in smaller, less seasoned
companies will subject the Portfolio to greater risk than may be involved in
investing in securities which are not selected for such growth characteristics.
    
 
   
     In addition to the capital appreciation opportunities which may exist,
investments in foreign markets involve special risks and considerations not
typically associated with investing in the United States. Such risks and
considerations may include political and economic instability, differing
accounting and financial reporting standards, higher commission rates on foreign
portfolio transactions, less readily available public information regarding
issuers, potential adverse changes in tax and exchange control regulations, and
the potential for restrictions on the flow of international capital. Although
income is not an objective of this Portfolio, many foreign countries impose
withholding taxes on income from investments in such countries which may not be
recoverable by the Portfolio. Also, the value of foreign currencies relative to
the U.S. dollar will fluctuate and will therefore affect, either favorably or
unfavorably, the value of the underlying securities which the Portfolio owns.
    
 
   
     The Portfolio may engage in options transactions and may purchase and sell
futures contracts and options thereon to reduce certain risks of its investments
to enhance income or to gain country exposure. The Sub-Adviser will not attempt
to actively time either short-term market trends or short-term currency trends
in any market. The Portfolio may enter into forward foreign exchange contracts.
(See "Hedging and Income Enhancement Strategies.")
    
 
     The Portfolio intends, except under unusual market conditions or to meet
liquidity needs, to remain fully invested in foreign equity securities. However,
the Portfolio may invest in short-term money market instruments denominated in
U.S. dollars, including repurchase agreements, which are authorized for purchase
by the Money Market Portfolio. (See "Money Market Portfolio" and "Repurchase
Agreements.") In addition, the Portfolio may purchase when-issued securities.
(See "When-Issued Securities" in the Statement of Additional Information.)
 
   
CAPITAL APPRECIATION PORTFOLIO
    
 
   
     The investment objective of this Portfolio is to seek long-term capital
appreciation primarily through investments in growth equity securities which are
widely diversified by industry and company. In contrast to the majority of
growth equity securities which will be selected for the Growth Portfolio, the
Capital Appreciation Portfolio will generally consist of a greater proportion of
securities of smaller companies which may be newer and less seasoned, companies
which represent new or changing industries, and those which, in the opinion of
the Sub-Adviser, represent special situations, the potential future value of
which has not been recognized by other institutional investors. In seeking to
achieve its objective, the Portfolio will invest primarily in U.S. common stocks
and may sell covered call options on certain of such stocks on U.S. exchanges,
purchase call and put options and combinations of such options on U.S. exchanges
and enter into closing transactions with respect to certain of its option
positions on the exchanges. In addition, the Portfolio may invest in debt
securities and preferred stocks that are convertible into, or that carry
warrants to purchase, common stocks or other equity interests. The Portfolio
also may engage in transactions involving stock index futures and options
thereon for income enhancement or as a hedge against changes in market
conditions. (See "Hedging and Income Enhancement Strategies.") In addition, the
Portfolio may invest up to 25% of its total assets in foreign securities and may
engage in forward foreign exchange contracts with respect to these investments.
(See the discussion under "Foreign Securities Portfolio" above and "Foreign
Securities" in the Statement of Additional Information.)
    
 
                                        6
<PAGE>   13
 
   
     A significant portion of the Portfolio's equity investments are expected to
be in securities which are not listed for trading on domestic securities
exchanges and, although publicly traded, may be less liquid than securities
issued by larger, more seasoned companies which trade on domestic securities
exchanges.
    
 
   
     As a result of its investment policies, the Portfolio's securities can be
expected on average to exhibit greater volatility than the equity markets as a
whole as measured by the price movement of the Standard & Poor's 500 Composite
Stock Index. The relative position size of each security holding within the
Portfolio may be determined, in part, by the relative capitalization of the
issue in the equity markets as a whole. Therefore, highly capitalized companies
may be allowed a larger position in the Portfolio than smaller capitalized
companies. As a result, the overall diversification of the Portfolio's holdings
may serve to reduce the specific risk associated with investments in any one
issuer.
    
 
     The Portfolio may also invest in short-term money market instruments,
including repurchase agreements, authorized for purchase by the Money Market
Portfolio. (See "Money Market Portfolio" and "Repurchase Agreements.") In
addition, the Portfolio may purchase when-issued securities. (See "When-Issued
Securities" in the Statement of Additional Information.)
 
   
GROWTH PORTFOLIO
    
 
     The investment objective of this Portfolio is to seek capital appreciation
primarily through investments in growth equity securities. Growth equity
securities include seasoned companies with proven records and above-average
earnings growth, and smaller companies with outstanding growth records and
potential. Growth equity securities tend to have above-average price/earnings
ratios and less-than-average current yield. The Portfolio's investments will be
widely diversified by industry and company. The Portfolio may also engage in
transactions involving stock index futures and options thereon for income
enhancement or as a hedge against changes in market conditions. (See "Hedging
and Income Enhancement Strategies.")
 
   
     The majority of the Portfolio's equity investments are securities listed on
the New York Stock Exchange and other domestic securities exchanges. The
Portfolio also invests in unlisted securities, but these are generally
securities that have an established over-the-counter market, although the depth
and liquidity of that market may vary from time to time and from security to
security. In addition, the Portfolio may invest up to 25% of its total assets in
foreign securities and may engage in forward foreign exchange contracts with
respect to these investments. (See the discussion under "Foreign Securities
Portfolio" and "Foreign Securities" in the Statement of Additional Information.)
    
 
     Convertible securities may constitute up to 20% of the Portfolio's net
assets, and may be used for defensive purposes or when they are an attractive
alternative to the underlying common stock. In seeking to achieve its objective
the Portfolio will primarily invest in U.S. common stocks and may sell covered
call options on certain of such stocks on U.S. exchanges, purchase call and put
options and combinations of such options on U.S. exchanges, and enter into
closing transactions with respect to certain of its option positions on the
exchanges.
 
   
     The Portfolio intends, except under unusual market conditions or to meet
liquidity needs, to remain fully invested in equity securities. However, the
Portfolio may invest in short-term money market instruments, including
repurchase agreements, authorized for purchase by the Money Market Portfolio.
(See "Money Market Portfolio" and "Repurchase Agreements.") In addition, the
Portfolio may purchase when-issued securities. (See "When-Issued Securities" in
the Statement of Additional Information.)
    
 
   
NATURAL RESOURCES PORTFOLIO
    
 
   
     The investment objective of this Portfolio is to provide a total return in
excess of the U.S. rate of inflation as represented by the Consumer Price Index.
The Portfolio will invest primarily in equity securities of companies which are
expected to benefit from rising inflation, and in debt obligations and fixed
income securities which are expected to provide favorable returns in periods of
rising inflation. The Portfolio will invest in domestic securities and foreign
securities including ADRs or GDRs. Securities issued by foreign issuers may be
denominated in U.S. dollars or foreign currencies. (See "Foreign Securities
Portfolio.")
    
 
     Investments will be chosen primarily based on their historical and
projected relationship with inflation. The Portfolio will invest in securities
issued by companies engaged in exploration, mining, fabrication, processing or
trading in gold, and other precious metals and minerals including diamonds, and
natural resources including oil, timber, and agricultural commodities; real
estate investment trusts (REITs); and other investments which are
 
                                        7
<PAGE>   14
 
   
expected to provide a hedge against anticipated inflation. The Portfolio will
concentrate its investments by investing at least 25% of its assets in the
securities of companies in gold-related industries, including exploration,
mining, fabrication, processing and trading in gold. In addition, the Portfolio
may invest in securities (including debt securities and preferred stock) the
terms of which are related to the market value of gold and other natural
resource assets, and may also invest its assets in short-term investments
including non-dollar denominated instruments. The Portfolio may also invest up
to 10% of its assets in the securities of investment companies (including
foreign investment companies) which make investments that are expected to
provide a hedge against anticipated inflation. However, the Portfolio will not
invest more than 5% of its assets in any single investment company and will not
purchase more than 3% of the voting stock of an investment company. In addition,
the Portfolio will not purchase the securities of any closed-end investment
company which would result in the funds which are advised by the Adviser or by
the Sub-Adviser owning, in the aggregate, more than 10% of the voting stock of
the closed-end investment company. If the Portfolio invests in investment
companies, the Portfolio's shareholders will bear not only their proportionate
share of expenses of the Portfolio, but also indirectly will bear similar
expenses of the underlying investment company.
    
 
     Investments in securities related to gold or other precious metals and
minerals are considered speculative and are impacted by a host of world-wide
economic, financial and political factors. Prices of gold and other precious
metals may fluctuate sharply over short time periods due to: changes in
inflation or expectations regarding inflation in various countries; metal sales
by governments, central banks or international agencies; investment speculation;
changes in industrial and commercial demand; and governmental prohibitions or
restrictions on the private ownership of certain precious metals or minerals.
The Portfolio's concentration in gold related industries exposes it to greater
risk than a portfolio less concentrated in a group of related industries.
 
   
     The value of equity investments related to other natural resources such as
oil, timber, and agricultural commodities will fluctuate pursuant to market
conditions, generally, as well as the market for the particular natural resource
in which the issuer is involved. The Sub-Adviser believes that the values of
natural resources fluctuate differently with respect to different stages of the
inflationary cycle. In addition, the values of natural resources are subject to
numerous factors including events of nature and international politics. The
Sub-Adviser will seek securities that are attractively priced relative to the
intrinsic value of the relevant natural resource, or that are of companies which
are positioned to benefit during particular portions of the inflationary cycle.
    
 
   
     It is expected that the market price of securities, the principal amount,
redemption terms, or conversion terms of which are related to the market price
of a natural resource asset, will fluctuate on the basis of the natural resource
on which such security is based. However, there may not be a perfect correlation
between the movements of the asset-based security and the underlying natural
resource asset. Further, such securities typically bear interest or pay
dividends at below market rates, and in certain cases at nominal rates.
    
 
   
     The Portfolio may write covered call options on stocks, purchase put and
call options and combinations of such options, and enter into closing
transactions with respect to such options. The Portfolio also may engage in
transactions involving stock index futures contracts and options thereon and in
transactions involving the future delivery of fixed income securities
("Financial Futures Contracts") and options thereon for income enhancement or as
a hedge against changes in market conditions. The Portfolio may also engage in
forward foreign exchange contracts. (See "Hedging and Income Enhancement
Strategies.")
    
 
                          GROWTH AND INCOME PORTFOLIO
 
     The investment objective of this Portfolio is to provide high current
income and long-term capital appreciation. The Portfolio will seek to achieve
its objective by investing, under normal market conditions, at least 65% of its
total assets in securities that provide the potential for growth and offer
income, such as dividend-paying common stocks and securities convertible into
common stock. The portion of the Portfolio's assets invested in equity
securities and debt securities may vary from time to time due to changes in
interest rates and economic and other factors. This Portfolio is not designed
for investors seeking a steady flow of income distributions. Rather, the
Portfolio's policy of investing in income-producing securities is intended to
provide investors with a greater consistency of investment return than may be
achieved by investing solely in growth stocks.
 
     The equity securities purchased for the Portfolio will generally be issued
by publicly-held corporations. However, the Sub-Adviser may select equity
securities for the Portfolio without regard to the size or established history
of the issuer. Generally, the prices of equity securities may be affected by
such factors as a change in a company's earnings; fluctuations in interest
rates; or changes in the rate of economic growth. Further, to the extent
 
                                        8
<PAGE>   15
 
the Portfolio invests in issuers with small market capitalizations, the
Portfolio would be subject to greater risk than may be involved in investing in
securities of issuers with larger market capitalizations. The securities of
small capitalization issuers typically include those of newer or less seasoned
companies, and may be more speculative than securities issued by larger, more
well-established issuers. Other risks associated with smaller or newer issuers
include less publicly-available information about the issuer; the absence of a
business history or historical pattern of performance; and the normal risks
which accompany the development of new products, markets or services.
 
     The convertible securities in which the Portfolio may invest are not
subject to any limitations as to ratings and may include high, medium, lower and
unrated securities. However, the Portfolio may not invest more than 20% of its
total assets in convertible securities rated below "Baa" by Moody's Investors
Service, Inc. ("Moody's") or "BBB" by Standard and Poor's Ratings Services, A
Division of The McGraw-Hill Companies Inc. ("Standard and Poor's") (including
convertible securities that have been downgraded), or in unrated convertible
securities that are of comparable quality as determined by the Sub-Adviser.
Convertible securities rated lower than "Baa" by Moody's or "BBB" by Standard
and Poor's or unrated securities of comparable quality, commonly referred to as
"junk bonds" or "high yield securities," are speculative and generally involve a
higher risk of loss of principal and income than higher-rated securities. See
"High Yield Portfolio" below and the Statement of Additional Information for a
discussion of the risks associated with lower-rated, high-yield securities.
 
     The Portfolio may also invest up to 20% of its total assets in equity
securities of foreign companies in developed countries which are traded on a
recognized domestic or foreign securities exchange. Although such foreign
securities may be denominated in foreign currencies, the Portfolio anticipates
that the majority of its foreign investments will be in ADRs or GDRs. See
"Foreign Securities Portfolio" for a discussion of these types of securities.
The Portfolio may enter into forward currency contracts to protect against
uncertainty in the level of future exchange rates. However, the Sub-Adviser will
not actively attempt to time either short-term market trends or short-term
currency trends in any market. See "Hedging and Income Enhancement Strategies"
below.
 
   
     In addition to the equity and convertible securities described above, the
Portfolio may invest up to 35% of its total assets in the following instruments:
short-term money market instruments denominated in U.S. dollars including
repurchase agreements and Section 4(2) commercial paper, which are authorized
for purchase by the Money Market Portfolio (see "Money Market Portfolio" and
"Repurchase Agreements"); fixed-income securities, including obligations issued
or guaranteed as to principal and interest by the U.S. government, its agencies
or instrumentalities, including mortgage-related securities; high quality debt
securities issued by foreign sovereigns; corporate debt securities rated at
least "BBB" by Standard and Poor's or "Baa" by Moody's, commonly known as
"investment grade securities," or unrated securities that are deemed to be of
comparable quality by the Sub-Adviser; and equity and convertible securities of
issuers that are not paying a dividend, if there exists the potential for growth
of capital or future income. See the Statement of Additional Information
concerning these securities.
    
 
   
     Finally, the Portfolio may enter into contracts on financial futures or
stock index futures, or options thereon, for income enhancement or hedging
purposes. See "Hedging and Income Enhancement Strategies" below. The Portfolio
may also make loans of portfolio securities and invest in securities issued on a
"when-issued" or "delayed delivery" basis. (See "When-Issued Securities" and
"Loans of Portfolio Securities" in the Statement of Additional Information.) In
addition, in any period of market weakness or of uncertain market conditions,
the Portfolio may establish a temporary defensive position to preserve capital
by investing up to 100% of total assets in cash, cash equivalents or high
quality short-term fixed-income securities.
    
 
                               MANAGED PORTFOLIOS
 
   
STRATEGIC MULTI-ASSET AND MULTI-ASSET PORTFOLIOS
    
 
   
     The investment objective of the Strategic Multi-Asset and Multi-Asset
Portfolios is to seek high long-term total investment return. Total investment
return consists of dividends, interest and other income, and net realized and
unrealized appreciation and depreciation in the value of each Portfolio's
security holdings. Each Portfolio will allocate its assets among the asset
classes described below. Although the Strategic Multi-Asset Portfolio is
designed to offer the potential for higher investment return than the
Multi-Asset Portfolio, it can be expected to result in greater price volatility
and potentially greater risk of loss than the Multi-Asset Portfolio.
    
 
   
     The assets of the Strategic Multi-Asset and the Multi-Asset Portfolios will
be allocated among the following actively managed sub-portfolios:
    
 
                                        9
<PAGE>   16
 
   
     Core Equity Sub-Portfolio -- The investment objective of the Core Equity
Sub-Portfolio is to seek long term capital appreciation by investing in a
diversified portfolio of common stocks, securities convertible into common
stocks, ADRs and GDRs.
    
 
   
     Core Bond Sub-Portfolio -- The investment objective of the Core Bond
Sub-Portfolio is to seek a high level of current income consistent with the
preservation of capital by investing primarily in investment grade fixed income
securities.
    
 
   
     Core Bond Plus Sub-Portfolio -- The investment objective of the Core Bond
Plus Sub-Portfolio is to seek a high level of current income by investing in a
diverse group of fixed income securities, including high-yield, high-risk income
producing corporate bonds. These high yield securities are typically subject to
greater market fluctuations and risk loss of income and principal due to default
by the issuer. (See "Risk Factors -- High Yield Bonds under "High Yield
Portfolio" for a discussion of the risks associated with high-yield securities.)
    
 
   
     Capital Appreciation Sub-Portfolio -- The Capital Appreciation
Sub-Portfolio seeks long term capital appreciation by investing in a widely
diversified portfolio of growth equity securities. The Capital Appreciation
Sub-Portfolio will invest in substantially the same securities as the Capital
Appreciation Portfolio. (See "Capital Appreciation Portfolio.")
    
 
   
     Foreign Securities Sub-Portfolio -- The Foreign Securities Sub-Portfolio
seeks long term capital appreciation by investing primarily in equity securities
issued by foreign companies. The Foreign Securities Sub-Portfolio will invest in
substantially the same securities as the Foreign Securities Portfolio. (See
"Foreign Securities Portfolio.")
    
 
   
     Although each of the Sub-Portfolios described above intends to be fully
invested, a Sub-Portfolio may hold cash or cash equivalents and may invest any
portion or all of its assets in high quality money market instruments for
temporary defensive purposes, to meet liquidity needs or in anticipation of
investment of assets. Each Sub-Portfolio may also purchase when-issued
securities. (See "When-Issued Securities" in the Statement of Additional
Information).
    
 
   
     Money Market Sub-Portfolio -- The Money Market Sub-Portfolio seeks current
income consistent with stability of principal by investing in a diversified
portfolio of money market instruments. The Money Market Sub-Portfolio seeks to
maintain a stable price per share, but there is no assurance that the
Sub-Portfolio will meet this objective. The Money Market Sub-Portfolio will
invest in substantially the same securities as the Money Market Portfolio. (See
"Money Market Portfolio.")
    
 
   
     The assets of the MULTI-ASSET PORTFOLIO will be allocated between the Core
Equity Sub-Portfolio and the Core Bond Sub-Portfolio described above. The assets
of the STRATEGIC MULTI-ASSET PORTFOLIO will be allocated among the Core Equity,
Core Bond Plus, Capital Appreciation, Foreign Securities and Money Market
Sub-Portfolios.
    
 
   
ASSET ALLOCATION APPROACH
    
 
   
     The Sub-Adviser will actively manage the allocation of assets among the
Sub-Portfolios based upon its judgment of the projected investment environment
for financial assets, relative fundamental values, attractiveness and expected
future returns of each sector. The Sub-Adviser will base its asset allocation
decisions on fundamental analysis and will not attempt to make short-term market
timing decisions among the market sectors. As a result, shifts in asset
allocation are expected to be gradual and continuous and each Portfolio will
normally have some portion of its assets invested in each relevant Sub-Portfolio
at all times.
    
 
   
     The Portfolios do not have percentage limitations on the amount allocated
to each market sector or sub-sector and may emphasize such sectors or
sub-sectors indicated by the Sub-Adviser's analysis and judgment.
    
 
   
     As part of the asset allocation decisionmaking, the Sub-Adviser may use
futures and options for hedging purposes, income enhancement or to effect
allocation decisions in an efficient manner. Each Portfolio may sell (write)
covered call options on stocks, purchase put and call options and combinations
of such options, and enter into closing transactions with respect to such
options. The Portfolio also may engage in transactions involving stock index
futures contracts and options thereon and Financial Futures Contracts and
options thereon. (See "Hedging and Income Enhancement Strategies.") In addition,
each Portfolio may purchase when-issued securities. (See "When-Issued
Securities" in the Statement of Additional Information.)
    
 
                                       10
<PAGE>   17
 
   
                               INCOME PORTFOLIOS
    
   
HIGH YIELD PORTFOLIO
    
 
   
     The primary objective of this Portfolio is to produce high current income.
A secondary investment objective is capital appreciation. The Portfolio will
seek its objectives by investing, except for temporary defensive purposes, at
least 65% of its assets in high-yielding, high-risk, income producing corporate
bonds, also known as "junk bonds." Although these securities can be expected to
provide higher yields, they may be subject to greater market fluctuations and
the risk of loss of income and principal, than lower yielding, higher-rated
fixed-income securities. A significant percentage of the high-yield securities
in which the Portfolio invests are securities issued in reliance on Rule 144A
under the 1933 Act.
    
 
     Because investment in such high-yield, high-risk securities entails greater
risks, an investment in the Portfolio should not constitute a complete
investment program and may not be appropriate for all investors. The investments
of the Portfolio will be subject to greater market fluctuations and risk of loss
of income and principal due to default by an issuer than are investments in
higher rated bonds.
 
     Generally, bonds providing the highest yield carry lower ratings (Baa or
lower by Moody's or BBB or lower by Standard and Poor's than those assigned by
Moody's or Standard and Poor's to investment grade bonds, or are unrated.
Descriptions of the Moody's and Standard and Poor's rating categories are set
forth in Appendix A. In general, these credit ratings represent only a portion
of the data analyzed by the Sub-Adviser when evaluating bonds for purchase or
sale in the Portfolio. In many instances, the rating agencies are not able to
reflect changes in value of high-yield, high-risk bonds in a timely manner and
are therefore valuable only so much as they can be employed as one source of
credit quality data in the Portfolio's overall investment strategy.
 
   
     As of December 31, 1996 the Portfolio held securities of 128 corporate
issuers, which had the following credit quality characteristics:
    
 
   
<TABLE>
<CAPTION>
                                                                                PERCENTAGE
                                                                                    OF
                                      INVESTMENT                                  BONDS
        ----------------------------------------------------------------------  ----------
        <S>                                                                     <C>
        Corporate Bonds
          BB..................................................................        31%
          B+..................................................................        20%
          B...................................................................        28%
          B-..................................................................        16%
          CCC.................................................................         1%
          Non-rated...........................................................         4%
                                                                                ----------
                                                                                   100.0%
                                                                                ========
</TABLE>
    
 
   
     The Portfolio will invest in a variety of fixed-income instruments which
are rated less than investment grade or are unrated but are of comparable
quality as determined by the Sub-Adviser. It can be expected that a majority of
securities selected and held will have a relatively high current yield, when
compared to investment grade fixed-income securities. The Portfolio will also
utilize other types of securities such as discount bonds, zero coupon bonds,
convertible bonds, straight and convertible preferred stocks, warrants and
common stocks. For a more complete description of the characteristics and risks
involved in investing in these securities see the Statement of Additional
Information. For a more complete discussion of the risks involved in zero coupon
bond investments see the description of the Target '98 Portfolio. To the extent
that warrants and common stocks are used, there may be some additional
investment risk and countervailing opportunity. These securities will be
selected and held when, in the opinion of the Sub-Adviser, the less than highest
available current yield is more than offset by prospects for capital
appreciation. The Portfolio in the future will utilize such securities as from
time to time may be created and which the Adviser and Sub-Adviser deem suitable
and appropriate.
    
 
     The Portfolio may invest, without limit, in unrated securities if such
securities offer, in the opinion of the Sub-Adviser, a relatively high yield
without undue risk. Although the Portfolio will invest primarily in lower-rated
securities, it will not invest in securities in the lowest rating categories (Ca
for Moody's and CC for Standard and Poor's) unless the Sub-Adviser believes that
the financial condition of the issuer or the protection afforded to the
particular securities is stronger than would otherwise be indicated by such low
ratings.
 
                                       11
<PAGE>   18
 
     When changing economic conditions and other factors cause the yield
difference between lower-rated and higher-rated securities to narrow, the
Portfolio may purchase higher-rated securities if the Sub-Adviser believes that
the risk of loss of income and principal may be substantially reduced with only
a relatively small reduction in yield. In addition, under unusual market or
economic conditions, the Portfolio, for temporary defensive purposes, may invest
up to 100% of its assets in cash, securities issued or guaranteed by the U.S.
Government or its instrumentalities or agencies, certificates of deposit,
bankers' acceptances and other bank obligations, commercial paper rated in the
highest category by an established rating agency, or other fixed-income
securities deemed by the Sub-Adviser to be consistent with a defensive posture.
The yield on such securities may be lower than the yield on lower-rated fixed-
income securities. The Portfolio may also invest in high yield bonds issued by
foreign corporations which are denominated in U.S. or foreign currencies. (See
"Foreign Securities Portfolio.")
 
     The Portfolio may invest in short-term money market instruments denominated
in U.S. dollars, including repurchase agreements, which are authorized for
purchase by the Money Market Portfolio. (See "Money Market Portfolio" and
"Repurchase Agreements.") In addition, the Portfolio may purchase when-issued
securities. (See "When-Issued Securities" in the Statement of Additional
Information.)
 
     The Portfolio may sell (write) covered call options on stocks, purchase put
and call options on stocks and combinations of such options listed on U.S.
exchanges, and enter into closing transactions with respect to such options
positions. The Portfolio may also enter into Financial Futures Contracts and
options thereon for income enhancement or hedging positions. (See "Hedging and
Income Enhancement Strategies.")
 
   
Risk Factors -- High-Yield Bonds
    
 
   
     The values of lower-rated securities, also referred to as "junk bonds,"
generally fluctuate more than those of higher-rated securities. In addition, a
lower rating can reflect a greater possibility of an adverse change in financial
condition affecting the ability of an issuer to make payments of interest or
principal. Because the Portfolio invests primarily in securities in lower-rated
categories, the achievement of the Portfolio's goals is more dependent on the
Sub-Adviser's ability to select suitable securities than would be the case if
the Portfolio were investing in securities in the higher-rated categories.
Investors should carefully consider their ability to assume the risks involved
before making an investment in this Portfolio.
    
 
     The market value of the Portfolio's investments will change in response to
changes in interest rates and the relative financial strength of each issuer.
During periods of falling interest rates, the values of long-term fixed-income
securities generally rise. Conversely, during periods of rising interest rates
the value of such securities generally decline. Changes in the financial
strength of an issuer or changes in the ratings of any particular security may
also affect the value of these investments. The value of high-yield, high-risk
bonds may also be influenced by the bond market's perception of an issuer's
credit quality or its outlook for economic growth. In times where economic
conditions appear to be deteriorating, lower-rated bonds may decline in market
value primarily due to investor's heightened concern over an issuer's credit
quality and its ability to make timely interest and principal payments. In such
periods of real or perceived economic downturn the secondary market for
high-yield, high-risk bonds may become thin and liquidity may be significantly
reduced. This may lead to increased volatility and sudden price movements in the
secondary market.
 
     In a volatile market the Portfolio may find it difficult to value its
securities accurately. During such times the responsibility of the Adviser and
Sub-Adviser to value Portfolio securities becomes more difficult and judgment
plays a greater role in valuation because there is less reliable, objective data
available. Fluctuations in the value of Portfolio securities will not affect
cash income but will be reflected in the Portfolio's net asset value.
 
   
TARGET '98 PORTFOLIO
    
 
     The investment objective of this Portfolio is to seek a predictable
compounded investment return for the specified time period, consistent with
preservation of capital. The Portfolio will invest primarily in zero coupon
securities and current interest-bearing, investment grade debt obligations which
are issued by the U.S. Government, its agencies and instrumentalities, and both
domestic and foreign corporations. These investments will generally mature no
later than November 15, 1998 (the "Maturity Date"). Upon maturity, the Portfolio
will be converted to cash.
 
     While there is no assurance that the Portfolio will succeed in achieving
its objective, it seeks capital preservation for investors who hold their
investment until maturity. In addition, the Portfolio seeks to provide investors
with a
 
                                       12
<PAGE>   19
 
sum at the Maturity Date (the "Maturity Value") which, together with the
reinvestment of all dividends and distributions, exceeds their original
investment in the Portfolio by a relatively predictable amount. Investors are
more likely to receive the expected Maturity Value if they retain their
participation in the Portfolio until the Maturity Date. Any investor who redeems
his or her participation prior to the Maturity Date is likely to achieve a
different investment result than the return that was predicted on the date
investment was made, and may even suffer a loss.
 
     The Portfolio will invest in both zero coupon securities and current
interest-bearing debt obligations generally maturing not later than the Maturity
Date. Zero coupon securities are non-interest bearing debt obligations which are
payable in full at maturity, and which typically trade at a substantial or deep
discount from their value at maturity. Thus, the return on these instruments is
known at the time of investment, making them suitable for this Portfolio.
However, the value of zero coupon securities, and therefore the value of the
Portfolio, may be subject to greater market fluctuations from changing interest
rates prior to maturity than the value of debt obligations of comparable
maturities that bear interest currently.
 
     The Portfolio will invest in current interest-bearing debt obligations in
order to provide cash to pay the Portfolio's expenses, to provide liquidity and
to meet transfer and redemption requests. By managing the Portfolio to try to
match current income with expenses, the Portfolio may reduce its reinvestment
risk. Reinvestment risk is the risk that future payments cannot be reinvested at
interest rates that are as high or higher than needed to achieve the Portfolio's
predicted compounded investment return. As zero coupon securities do not pay
interest currently, they present no reinvestment risk to the Portfolio.
 
   
     Zero coupon securities are generally stripped obligations of the U.S.
Government. They are also offered, to a limited extent, by corporate issuers.
The Portfolio is authorized to invest in both government and corporate zero
coupon securities. The current interest-bearing debt obligations in which the
Portfolio is authorized to invest may be offered by domestic or foreign issuers
and may be principally traded in the U.S. or foreign markets. All debt
obligations in which the Portfolio invests will be dollar denominated. Corporate
obligations must be rated at the time of purchase within the four highest
categories assigned by Moody's or by Standard and Poor's (see Appendix A).
    
 
     While the creditworthiness of corporate issuers will be carefully
considered, investors bear the risk that these issuers will fail to make
payments of principal or interest when due. This credit risk cannot be
eliminated. If an issuer defaults on its obligations, the value of the Portfolio
may be adversely affected.
 
   
     Investing in obligations of foreign issuers or obligations of domestic
issuers that trade in foreign markets involves special risks and considerations
not typically associated with investing in the United States. Such risks and
considerations may include political and economic instability, differing
accounting and financial reporting standards, higher commission rates on foreign
portfolio transactions, less readily available public information regarding
issuers, potential adverse changes in tax and exchange control regulations, and
the potential for restrictions on the flow of international capital. Many
foreign countries impose withholding taxes on income from investments in such
countries which may not be recoverable by the Portfolio.
    
 
   
     The Portfolio is also permitted to invest in high quality short-term money
market instruments and repurchase agreements such as those invested in by the
Money Market Portfolio. (See "Money Market Portfolio" and "Repurchase
Agreements.") As the Maturity Date approaches, the Portfolio will invest in more
short-term, highly liquid investments to preserve capital. In addition, the
Portfolio may purchase when-issued securities. (See "When-Issued Securities" in
the Statement of Additional Information.) The Portfolio may also engage in
transactions involving Financial Futures Contracts and options thereon for
income enhancement and hedging purposes. (See "Hedging and Income Enhancement
Strategies.")
    
 
   
     Generally, the market value of the underlying securities in the Portfolio
will vary inversely with changes in interest rates. This means that the value of
a share of the Portfolio will tend to rise as interest rates decline, and
decline as interest rates rise. While the risk of these fluctuations in value is
greater when the period to maturity is longer, they tend to diminish as the
Maturity Date approaches. Accordingly, investors are more likely to receive
their Maturity Value if they retain their investment in the Portfolio until the
Maturity Date. An investment in the Portfolio is not suited to frequent
purchases and sales in response to short-term fluctuations in the Portfolio's
net asset value.
    
 
   
     The owner of zero coupon securities, for Federal income tax purposes,
realizes taxable interest each year equal to a portion of the difference between
the face value of the zero coupon securities and their purchase price.
Similarly, the cash distributions received from current interest-bearing debt
obligations are realized as income each year. The net investment income of the
Portfolio will equal the sum of the imputed interest earned on its zero coupon
securities and the interest upon its current interest-bearing debt obligations,
less the Portfolio's expenses.
    
 
                                       13
<PAGE>   20
 
   
FIXED INCOME PORTFOLIO
    
 
     The investment objective of this Portfolio is to seek a high level of
current income consistent with preservation of capital. The Portfolio will
invest primarily in investment grade fixed-income securities. Portfolio
management will emphasize sector analysis, call protection and credit research,
and will attempt to maintain a high, steady and possibly growing income stream.
 
     The Portfolio will invest at least 80% of the value of its total assets,
taken at market value at the time of investment, in one or more of the
following:
 
   
          (1) Marketable debt securities of domestic issuers, and of foreign
     issuers rated at the time of purchase within the four highest grades
     assigned by Moody's (Aaa, Aa, A or Baa) or by Standard and Poor's (AAA, AA,
     A or BBB) or determined by the Sub-Adviser to be of comparable quality;
    
 
   
          (2) Securities issued or guaranteed by the U.S. Government or its
     agencies or instrumentalities, including mortgage-backed securities (see
     "Government and Quality Bond Portfolio");
    
 
          (3) Commercial paper rated at the time of purchase Prime-1 by Moody's
     or A-1 by Standard and Poor's;
 
          (4) Obligations of banks having total assets in excess of $1 billion.
 
     The balance of the Portfolio's investments will include: other debt
securities (including those convertible into, or carrying warrants to purchase,
common stocks or other equity interests, and privately placed debt securities);
preferred stocks (including those convertible into, or carrying warrants to
purchase, common stocks or other equity interests); and marketable common stocks
which WMC considers likely to yield relatively high income in relation to
alternative investments. Debt securities are sometimes offered with warrants for
the purchase of common stock of the issuer of the debt security. These may be
purchased by the Portfolio only when the debt security meets the Portfolio's
investment criteria and the value of the warrants is relatively small. If the
warrant becomes valuable it will ordinarily be sold rather than exercised. It is
anticipated that no more than 20% of the assets of the Portfolio will be held in
convertible securities, and that no more than 10% of the assets of the Portfolio
will constitute warrants. To the extent that warrants are used, there may be
some additional investment risk, and countervailing opportunity, depending upon
the extent to which the underlying common stock price fluctuates.
 
   
     Consistent with the Portfolio's investment objective, the Portfolio may
have up to 20% of its assets invested in instruments which are not investment
grade, including preferred stocks, when individually attractive yields offset
lower credit quality. (See "Risk Factors -- High-Yield Bonds" under "High Yield
Portfolio.") See Appendix A for a description of corporate bond ratings.
    
 
     The Portfolio may invest in short-term money market instruments denominated
in U.S. dollars, including repurchase agreements, which are authorized for
purchase by the Money Market Portfolio. The Portfolio may also engage in
transactions involving Financial Futures Contracts and in options thereon for
income enhancement or hedging purposes. (See "Hedging and Income Enhancement
Strategies.") In addition, the Portfolio may purchase when-issued securities.
(See "When-Issued Securities" in the Statement of Additional Information.)
 
     Bonds and debt securities with the lowest rating of the four investment
grade categories, BBB or Baa, may have speculative characteristics. Changes in
economic conditions or other circumstances are likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
rated bonds and debt instruments.
 
   
GOVERNMENT AND QUALITY BOND PORTFOLIO
    
 
     The investment objective of this Portfolio is relatively high current
income, liquidity and security of principal. The Portfolio will seek to achieve
its objective by investing in obligations issued, guaranteed or insured by the
U.S. Government, its agencies or instrumentalities ("government securities"),
corporate debt securities rated Aa or better by Moody's or AA or better by
Standard and Poor's ("high quality corporate bonds") and U.S. dollar denominated
foreign government and corporate debt securities of comparable quality. It is
currently anticipated that the Portfolio will have the majority of its assets
invested in government securities since the Trust is permitted to treat each
U.S. agency or instrumentality as a separate issuer for purposes of determining
compliance with diversification standards imposed by Section 817(h) of the Code.
(See "Special Considerations.")
 
     The Portfolio may invest in mortgage-backed securities known as Ginnie Maes
("GNMA Securities"). GNMA Securities represent an interest in a pool of
mortgages insured by the Federal Housing Administration or the Farmers Home
Administration or guaranteed by the Veterans Administration. The Government
National Mortgage
 
                                       14
<PAGE>   21
 
Association ("GNMA") guarantees the timely payment of principal and interest on
modified pass-through certificates when such payments are due, whether or not
these amounts are collected by the issuer of these certificates on the
underlying mortgages. The Portfolio may also invest in similar mortgage-backed
securities with differences in timing of payment and pool structure, and other
forms of GNMA Securities which are developed from time to time if they are
consistent with the investment objective of the Portfolio.
 
     Mortgages included in single family or multi-family residential mortgage
pools backing an issue of GNMA Securities have a maximum maturity of up to 40
years. Scheduled payments of principal and interest are made to the registered
holders of GNMA Securities (such as the Portfolio) each month. Unscheduled
prepayments of mortgages included in these pools occur as a result of payment or
refinancing by homeowners or as a result of a default. Prepayments are passed
through to the registered holders of GNMA Securities with the regular monthly
payments of principal and interest. This has the effect of reducing future
payments on such GNMA Securities.
 
     The Portfolio will also invest in high quality corporate bonds. High
quality corporate bonds may include straight
debt securities of corporate or trust issuers which are rated in the two highest
rating categories by Moody's or Standard and Poor's or, if not rated, determined
by the Sub-Adviser to be of comparable quality. At least 80% of the Portfolio
will be invested in government securities and high quality corporate bonds,
except for temporary defensive purposes. Up to 20% of the Portfolio may be
invested in bonds rated as low as A by Moody's or Standard and Poor's or, if not
rated, determined by the Sub-Adviser to be of comparable quality. See Appendix A
for a description of corporate bond ratings.
 
     The Portfolio may also invest in other obligations issued, guaranteed or
insured by the United States, its agencies or instrumentalities. Some
obligations issued or guaranteed by agencies of the U.S. Government are backed
by the full faith and credit of the United States; others are backed only by the
rights of the issuer to borrow from the U.S. Treasury, such as Federal Mortgage
Association Securities. Insured obligations are generally backed by a fund
established by the agency to provide for losses. The GNMA Securities acquired by
the Portfolio have historically involved little risk of loss of principal if
held to maturity. However, if interest rates fluctuate or there are prepayments
on securities purchased at a premium, the market value of the securities may
vary.
 
   
     The Portfolio may invest in short-term money market instruments denominated
in U.S. dollars, including repurchase agreements, which are authorized for
purchase by the Money Market Portfolio. (See "Money Market Portfolio" and
"Repurchase Agreements.") The Portfolio may also invest in when-issued
securities and may engage in transactions involving Financial Futures Contracts
and in options thereon for income enhancement or hedging purposes. (See
"When-Issued Securities" in the Statement of Additional Information and "Hedging
and Income Enhancement Strategies.")
    
 
                             MONEY MARKET PORTFOLIO
 
     The investment objective of this Portfolio is current income consistent
with stability of principal. The Portfolio intends to comply with SEC
regulations under the 1940 Act applicable to money market funds. These
regulations impose certain quality, maturity and diversification guidelines on
the Portfolio's investments. Under these regulations, the Portfolio will invest
in a diversified portfolio of money market instruments maturing in 397 days or
less. Further, the Portfolio will maintain a dollar-weighted average portfolio
maturity of not more than 90 days.
 
   
     The Portfolio will be invested in obligations denominated in U.S. dollars
which, at the time of investment, are "eligible securities" as defined in the
regulations. Under these regulations, an eligible security is an instrument that
is rated (or that has been issued by an issuer rated with respect to other
short-term debt of comparable priority and security) by at least two nationally
recognized statistical rating organizations ("NRSRO") (or if only one such
organization has issued a rating, by that organization) in one of the two
highest rating categories for short-term debt obligations, or an unrated
security which is determined to be of comparable quality under procedures
established by the Board of Trustees. The Portfolio may invest in: (i)
commercial paper and other short-term obligations of U.S. and foreign
corporations; (ii) obligations (including certificates of deposit, time
deposits, bank notes and bankers' acceptances) of U.S. savings and loan
institutions, U.S. commercial banks (including foreign branches of such banks),
and U.S. and London branches of foreign banks, provided that such institutions
(or, in the case of a branch, the parent institution) have total assets of $500
million or more as shown on their last published financial statements at the
time of investment; (iii) obligations issued or guaranteed as to principal and
interest by the U.S. Government or the agencies or instrumentalities thereof;
(iv) short-term obligations issued by state and local governmental issuers; (v)
obligations of foreign governments, including Canadian and Provincial Government
and Crown Agency Obligations; (vi) securities that have been structured to be
eligible money market instruments
    
 
                                       15
<PAGE>   22
 
such as participation interests in special purpose trusts that meet the quality
and maturity requirements in whole or in part due to arrangements for credit
enhancement or for shortening effective maturity; and (vii) repurchase
agreements. Obligations which are rated in the second highest rating category by
any NRSRO will be limited to 5% of the Portfolio's total assets and further
limited by issuer to 1% of the Portfolio's total assets. Descriptions of bond
ratings are set forth in Appendix A.
 
   
     Certain obligations purchased by the Portfolio may be variable or floating
rate instruments, may involve a demand feature and may include variable amount
master demand notes. Variable or floating rate instruments bear interest at a
rate which varies with changes in market rates. The holder of an instrument with
a demand feature may tender the instrument back to the issuer at par value prior
to maturity.
    
 
     Although the Portfolio seeks to maintain a net asset value of $1.00 per
share for purposes of purchases and redemptions, there can be no assurance that
the net asset value will not vary. (See "Net Asset Value.") The Portfolio will
be affected by general changes in interest rates resulting in increases or
decreases in the value of the obligations held by the Portfolio. The value of
the securities in the Portfolio can be expected to vary inversely to the changes
in prevailing interest rates. Thus, if interest rates have increased from the
time a security was purchased, such security, if sold, might be sold at a price
less than its purchase cost. Similarly, if interest rates have declined from the
time a security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security were held to
maturity, no loss or gain would normally be realized as a result of these
fluctuations. Redemptions of shares could require the sale of investments at a
time when such a sale might not otherwise be desirable.
 
                             REPURCHASE AGREEMENTS
 
     All Portfolios may enter into repurchase agreements (commonly called
"repos") with banks and dealers in U.S. Government securities. Under a
repurchase agreement, a Portfolio may acquire an underlying debt instrument for
a relatively short period, subject to an obligation of the seller to repurchase
and the Portfolio to resell the instrument at a fixed price and time, thereby
determining the yield during the Portfolio's holding period. This results in a
fixed rate of return insulated from market fluctuations during such period.
Under the 1940 Act, repurchase agreements are considered loans by the
Portfolios. The total amount received on repurchase would exceed the price paid
by the Portfolio, reflecting an agreed upon rate of interest for the period from
the date of the repurchase agreement to the settlement date, and would not be
related to the interest rate on the underlying securities. The difference
between the total amount to be received upon the repurchase of the securities
and the price paid by the Portfolio upon the acquisition is accrued daily as
interest. In the event of a default by an institution, the Portfolio may incur
certain costs in liquidating the collateral, and could also incur a loss if the
proceeds realized upon sale of the underlying obligations are less than the
repurchase price. In addition, if bankruptcy proceedings are commenced with
respect to the seller, realization on the collateral by a Portfolio may be
delayed or limited and the Portfolio may incur additional costs. In such case,
the Portfolio will be subject to risks associated with changes in the market
value of the collateral securities. In order to limit the risks associated with
entry into repurchase agreements, the Trustees have adopted procedures to
monitor and evaluate the creditworthiness of institutions with which it proposes
to engage in repos. The Portfolios will always obtain collateral in proper form
having a market value of not less than 102% of the purchase price. Such
collateral will be U.S. Government obligations and will be in the actual or
constructive possession of the Portfolio.
 
                              ILLIQUID SECURITIES
 
     Each of the Portfolios may invest no more than 10% of the value of its net
assets in securities which are illiquid, including repurchase agreements
providing for settlement in more than seven days after notice. For this purpose,
not all securities which are restricted are deemed to be illiquid. For example,
restricted securities which the Board of Trustees, or the Adviser or Sub-Adviser
pursuant to guidelines established by the Board of Trustees, has determined to
be marketable, such as securities eligible for sale under Rule 144A promulgated
under the 1933 Act or certain private placements of commercial paper issued in
reliance on an exemption from the 1933 Act pursuant to Section 4(2) thereof,
will not be deemed to be illiquid for purposes of this restriction. This
investment practice could have the effect of increasing the level of illiquidity
in a Portfolio to the extent that qualified institutional buyers (as defined in
Rule 144A) become for a time uninterested in purchasing these restricted
securities. In addition, a repurchase agreement which by its terms can be
liquidated before its nominal fixed-term on seven days or less notice is
regarded as a liquid instrument. Subject to the applicable limitation on
illiquid securities investments, a Portfolio may acquire
 
                                       16
<PAGE>   23
 
securities issued by the U.S. Government, its agencies or instrumentalities in a
private placement. See "Illiquid Securities" in the Statement of Additional
Information for a further discussion of investments in such securities.
 
                   HEDGING AND INCOME ENHANCEMENT STRATEGIES
 
   
     Each Portfolio (other than the Money Market Portfolio) may each engage in
various portfolio strategies to reduce certain risks of its investments and to
attempt to enhance income. These strategies include the use of options and
futures contracts and options thereon. A Portfolio's ability to use these
strategies may be limited by market conditions, regulatory limits and tax
considerations and there can be no assurance that any of these strategies will
succeed. New financial products and risk management techniques continue to be
developed and each Portfolio may use these new investments and techniques to the
extent consistent with its investment objectives and policies.
    
 
OPTIONS TRANSACTIONS
 
   
     A Portfolio may purchase and write (i.e., sell) put and call options on
securities and financial indices to enhance income or to hedge its portfolio.
These options may be on debt securities, aggregates of debt securities,
financial indices (e.g., Standard and Poor's 500 Composite Stock Index) and U.S.
Government securities and may be traded on securities exchanges or
over-the-counter. A Portfolio may write covered put and call options to generate
additional income through the receipt of premiums, purchase put options in an
effort to protect the value of a security that it owns against a decline in
market value and the simultaneous purchase of a call option and sale of a put
option with identical strike prices and expiration dates to protect against a
change in the price. A Portfolio may also purchase put and call options to
offset previously written put and call options of the same series. See
"Investment Objectives and Policies -- Call and Put Options on Securities" in
the Statement of Additional Information.
    
 
   
FUTURES CONTRACTS AND OPTIONS THEREON
    
 
     Each Portfolio (other than the Money Market Portfolio) may purchase and
sell financial futures contracts and options thereon which are traded on a
commodities exchange or board of trade for certain hedging, return enhancement
and risk management purposes in accordance with regulations of the Commodity
Futures Trading Commission. These futures contracts and related options will be
on debt securities, aggregates of debt securities, financial indices and U.S.
Government securities and include futures contracts and options thereon which
are linked to the London Interbank Offered Rate (LIBOR).
 
     A Portfolio may not purchase or sell futures contracts and related options
if immediately thereafter the sum of the amount of initial margin deposits on
such Portfolio's existing futures and options on futures and premiums paid for
such related options would exceed 5% of the market value of the Portfolio's
total assets.
 
     A Portfolio's successful use of futures contracts and related options
depends upon the investment adviser's ability to predict the direction of the
market and is subject to various additional risks. The correlation between
movements in the price of a futures contract and the price of the securities
being hedged is imperfect and there is a risk that the value of the securities
being hedged may increase or decrease at a greater rate than a specified futures
contract resulting in losses to a Portfolio.
 
   
     A forward foreign exchange contract involves the future obligation to
purchase or sell a specific currency on a specified date and at a specified
price determined at the time of entering into the contract. It should be
recognized that the use of foreign currency contracts to protect the value of
the Portfolio's assets against a decline in the value of a currency does not
eliminate fluctuations in the value of the Portfolio's underlying security
holdings. In addition, although the use of foreign exchange contracts can
minimize the risk of loss due to a decline in value of the foreign currency, the
use of such contracts will tend to limit any potential gain resulting from an
increase in the relative value of the foreign currency to the U.S. dollar.
    
 
SPECIAL RISKS OF HEDGING AND INCOME ENHANCEMENT STRATEGIES
 
   
     Participation in the options or futures markets involves investment risks
and transaction costs to which a Portfolio would not be subject absent the use
of these strategies. If an Adviser's prediction of movements in the direction of
the securities and interest rate markets is inaccurate, the adverse consequences
to a Portfolio may leave the Portfolio in a worse position than if such
strategies were not used. Risks inherent in the use of options and futures
contracts and options on futures contracts include: (1) dependence on the
Adviser's ability to predict
    
 
                                       17
<PAGE>   24
 
correctly movements in the direction of interest rates and securities prices;
(2) imperfect correlation between the price of options and futures contracts and
options thereon and movements in the prices of the securities being hedged; (3)
the fact that skills needed to use these strategies are different from those
needed to select portfolio securities; (4) the possible absence of a liquid
secondary market for any particular instrument at any time; (5) the possible
need to defer closing out certain hedged positions to avoid adverse tax
consequences; and (6) the possible inability of a Portfolio to purchase or sell
a portfolio security at a time that otherwise would be favorable for it to do
so, or the possible need for a Portfolio to sell a portfolio security at a
disadvantageous time, due to the need for a Portfolio to maintain "cover" or to
segregate securities in connection with hedging transactions.
 
FORWARD COMMITMENTS
 
   
     Each Portfolio may enter into contracts to purchase securities for a fixed
price at a future date beyond customary settlement time ("forward commitments")
if a Portfolio holds, and maintains until the settlement date in a segregated
account, cash or liquid securities in an amount sufficient to meet the purchase
price, or if a Portfolio enters into offsetting contracts for the forward sale
of other securities it owns. Forward commitments may be considered securities in
themselves, and involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date, which risk is in addition to
the risk of decline in the value of a Portfolio's other assets. Where such
purchases are made through dealers, a Portfolio relies on the dealer to
consummate the sale. The dealer's failure to do so may result in the loss to a
Portfolio of an advantageous yield or price. Although a Portfolio will generally
enter into forward commitments with the intention of acquiring securities for
the Portfolio or for delivery pursuant to options contracts it has entered into,
a Portfolio may dispose of a commitment prior to settlement if the Sub-Adviser
deems it appropriate to do so. A Portfolio may realize short-term profits or
losses upon the sale of forward commitments.
    
 
- --------------------------------------------------------------------------------
 
                            INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------
 
   
     In addition to the investment policies set forth above, certain additional
restrictive policies relating to the investment of assets of the Portfolios have
been adopted by the Trust. Certain investment restrictions of the Trust are
deemed fundamental policies and may not be changed without the approval of the
holders of a majority of the outstanding voting shares of each Portfolio
affected, which for this purpose and under the 1940 Act means the lesser of (i)
67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented or (ii) more than 50% of the outstanding
shares. A change in policy affecting only one Portfolio may be effected with the
approval of a majority of the outstanding shares of such Portfolio. Details as
to such policies are set forth in the Statement of Additional Information.
    
 
- --------------------------------------------------------------------------------
 
                             SPECIAL CONSIDERATIONS
- --------------------------------------------------------------------------------
 
   
     The Code imposes certain diversification standards on the underlying assets
of Variable Contracts held in the Portfolios of the Trust. The Code provides
that a Variable Contract shall not be treated as an annuity contract or life
insurance for any period for which the investments are not adequately
diversified, in accordance with regulations prescribed by the Treasury
Department. Disqualification of the Variable Contract as an annuity contract or
life insurance would result in imposition of federal income tax on the Contract
Owner with respect to earnings allocable to the Variable Contract prior to the
receipt of payments under the Variable Contract. The Code contains a safe harbor
provision which provides that contracts such as the Variable Contracts meet the
diversification requirements if, as of the close of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than 55% of the total assets consists of cash, cash items, U.S.
Government securities and securities of other regulated investment companies.
    
 
   
     The Treasury Department has issued Regulations (Treas. Reg. Section
1.817-5) which establish diversification requirements for the investment
portfolios underlying variable contracts, such as the Variable Contracts. The
Regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if, at the close of each calendar quarter, (i) no more
than 55% of the value of the total
    
 
                                       18
<PAGE>   25
 
assets of the portfolio is represented by any one investment; (ii) no more than
70% of the value of the total assets of the portfolio is represented by any two
investments; (iii) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (iv) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of these regulations all securities of the same issuer
are treated as a single investment.
 
     The Technical and Miscellaneous Revenue Act of 1988 provides that for
purposes of determining whether or not the diversification standards imposed on
the underlying assets of variable contracts by Section 817(h) of the Code have
been met, "each United States government agency or instrumentality shall be
treated as a separate issuer."
 
     It is intended that each Portfolio of the Trust underlying the Contracts
will be managed in such a manner as to comply with these diversification
requirements.
 
- --------------------------------------------------------------------------------
 
                            MANAGEMENT OF THE TRUST
- --------------------------------------------------------------------------------
 
THE TRUSTEES
 
     The Trust is organized as a Massachusetts business trust. The overall
responsibility for the supervision of the affairs of the Trust is vested in the
Trustees. The Trustees meet periodically to review the affairs of the Trust and
to establish certain guidelines which the Adviser and Sub-Adviser are expected
to follow in implementing the investment policies and objectives of the Trust.
 
SAAMCO
 
     The Trust, on behalf of each Portfolio, has entered into an Investment
Advisory and Management Agreement (the "Agreement") with SAAMCo to handle the
Trust's day-to-day affairs.
 
   
     SAAMCo, located at The SunAmerica Center, 733 Third Avenue, New York, New
York 10017-3204, is a corporation organized in 1982 under the laws of the State
of Delaware. SAAMCo is an indirect wholly owned subsidiary of SunAmerica Inc., a
financial services company. In addition to serving as adviser to the Trust, the
Adviser and its affiliates serve as adviser, manager and/or administrator for
Anchor Pathway Fund, SunAmerica Equity Funds, SunAmerica Income Funds,
SunAmerica Money Market Funds, Inc., Style Select Series, Inc. and SunAmerica
Series Trust. The Adviser and its affiliates managed, advised and/or
administered assets of approximately $9.6 billion as of December 31, 1996 for
investment companies, individuals, pension accounts, and corporate and trust
accounts. SAAMCo provides investment advisory services, office space, and other
facilities for the management of the affairs of the Trust, and pays all
compensation of officers and Trustees of the Trust who are affiliated persons of
SAAMCo.
    
 
     The annual rate of the investment advisory fees which apply to each
Portfolio, are as follows:
 
     Foreign Securities Portfolio pays a fee of .90% of Assets per annum;
Capital Appreciation Portfolio pays a fee of .75% of Assets per annum; Growth
Portfolio pays a fee of .75% of Assets per annum; Natural Resources Portfolio
pays a fee of .75% of Assets per annum; Growth and Income Portfolio pays a fee
of .70% of Assets per annum; Strategic Multi-Asset Portfolio pays a fee of 1% of
Assets per annum; Multi-Asset Portfolio pays a fee of 1% of Assets per annum;
High Yield Portfolio pays a fee of .70% per annum on the first $250 million of
Assets and .60% per annum over $250 million of Assets; Target '98 Portfolio pays
a fee of .625% of Assets per annum; Fixed Income Portfolio pays a fee of .625%
of Assets per annum; Government and Quality Bond Portfolio pays a fee of .625%
of Assets per annum; and Money Market Portfolio pays a fee of .50% of Assets per
annum.
 
     The investment management fees set out above are higher than those paid by
many other investment companies with similar investment objectives.
Notwithstanding the foregoing, SAAMCo has agreed to waive a portion of its fees
to reflect a fee schedule based on the asset size of a given portfolio. As a
result, in certain cases, the fees actually collected with respect to a
portfolio may be less than those set forth above. More complete information
concerning the fee waivers is contained in the Statement of Additional
Information.
 
     The term "Assets" means the average daily net assets of the Portfolio. The
Investment Advisory fees are accrued daily and paid monthly.
 
                                       19
<PAGE>   26
 
     SAAMCo has agreed that, in the event the expenses of one or more of the
Portfolios exceeds applicable state law expense limitations, it will waive its
fees under the Investment Advisory and Management Agreements to the extent
necessary to reduce the expenses of the affected Portfolio(s) so as not to
exceed such limitation(s). No such waiver shall result in the obligation
(contingent or otherwise) of the affected Portfolio(s) to repay SAAMCo in any
fiscal year any such amounts waived in previous fiscal years. Such agreements
with respect to expense limitations do not require SAAMCo to additionally
reimburse any Portfolio in the event the waivers are insufficient to reduce such
Portfolio's expenses to the applicable limitations.
 
   
     For the year ended December 31, 1996, SAAMCo received fees equal to the
following percentages of Assets: Foreign Securities Portfolio, 0.90%; Capital
Appreciation Portfolio, 0.67%; Growth Portfolio, 0.73%; Natural Resources
Portfolio, 0.75%; Growth and Income Portfolio, 0.70%; Strategic Multi-Asset
Portfolio, 1.00%; Multi-Asset Portfolio, 1.00%; High Yield Portfolio, 0.70%;
Target '98 Portfolio, 0.63%; Fixed Income Portfolio, 0.62%; Government and
Quality Bond Portfolio, 0.62%; and Money Market Portfolio, 0.50%.
    
 
   
WELLINGTON MANAGEMENT COMPANY, LLP
    
 
     WMC acts as Sub-Adviser to each Portfolio of the Trust, pursuant to a
Sub-Advisory Agreement with SAAMCo to manage the investment and reinvestment of
the assets of such Portfolios. WMC is independent of SAAMCo and discharges its
responsibilities subject to the policies of the Trustees and the oversight and
supervision of SAAMCo, which pays WMC's fees.
 
   
     WMC is a professional investment counseling firm which provides investment
services to investment companies, employee benefit plans, endowments,
foundations, and other institutions and individuals. As of December 31, 1996,
WMC had discretionary management authority with respect to approximately $133
billion of assets.
    
 
     WMC is a Massachusetts partnership of which the following persons are
managing partners: Robert W. Doran, Duncan M. McFarland and John R. Ryan. The
principal business address of WMC is 75 State Street, Boston, Massachusetts
02109.
 
     The portion of the investment advisory fees received by SAAMCo and paid to
WMC are as follows:
 
     Foreign Securities Portfolio -- .40% per annum on the first $50 million of
Assets, .275% per annum on the next $100 million, .20% per annum on the next
$350 million, and .15% per annum over $500 million; Capital Appreciation
Portfolio -- .375% per annum on the first $50 million of Assets, .275% per annum
on the next $100 million, .20% per annum on the next $350 million, and .15% per
annum over $500 million; Growth Portfolio -- .325% per annum on the first $50
million of Assets, .225% per annum on the next $100 million, .20% per annum on
the next $350 million, and .15% per annum over $500 million; Natural Resources
Portfolio -- .35% per annum on the first $50 million of Assets, .25% per annum
on the next $100 million, .20% per annum on the next $350 million, and .15% per
annum over $500 million; Growth and Income Portfolio -- .325% per annum on the
first $50 million of Assets, .225% per annum on the next $100 million, .20% per
annum on the next $350 million, and .15% per annum over $500 million; Strategic
Multi-Asset Portfolio -- .300% per annum on the first $50 million of Assets,
 .200% per annum on the next $100 million, .175% per annum on the next $350
million, and .15% per annum over $500 million; Multi-Asset Portfolio -- .250%
per annum on the first $50 million of Assets, .175% per annum on the next $100
million, .150% per annum over $150 million; High Yield Portfolio -- .30% per
annum on the first $50 million of Assets, .225% per annum on the next $100
million, .175% per annum on the next $350 million, and .15% per annum over $500
million; Target '98 Portfolio -- .225% per annum on the first $50 million of
Assets, .15% per annum on the next $50 million, .10% per annum on the next $400
million and .05% per annum over $500 million; Fixed Income Portfolio -- .225%
per annum on the first $50 million of Assets, .125% per annum on the next $50
million, and .10% per annum over $100 million; Government and Quality Bond
Portfolio -- .225% per annum on the first $50 million of Assets, .125% per annum
on the next $50 million, and .10% per annum over $100 million; and Money Market
Portfolio -- .075% per annum on the first $500 million of Assets, and .020% per
annum over $500 million.
 
   
     For the year ended December 31, 1996, SAAMCo informed the Trust that WMC
received fees equal to the following percentages of daily net assets: Foreign
Securities Portfolio, 0.39%; Capital Appreciation Portfolio, 0.23%; Growth
Portfolio, 0.23%; Natural Resources Portfolio, 0.35%; Growth and Income
Portfolio, 0.32%; Strategic Multi-Asset Portfolio, 0.28%; Multi-Asset Portfolio,
0.20%; High Yield Portfolio, 0.30%; Target '98 Portfolio, 0.22%; Fixed Income
Portfolio, 0.23%; Government and Quality Bond Portfolio, 0.13%; and Money Market
Portfolio, 0.08%.
    
 
                                       20
<PAGE>   27
 
PORTFOLIO MANAGEMENT
 
     The following individuals are primarily responsible for the day-to-day
management of the particular portfolios as indicated below.
 
   
     WMC's Global Equity Strategy Group, headed by Trond Skramstad, has been
responsible for managing the FOREIGN SECURITIES PORTFOLIO since 1994. Mr.
Skramstad also manages the FOREIGN SECURITIES SUB-PORTFOLIO OF THE STRATEGIC
MULTI-ASSET PORTFOLIO. He joined WMC in 1993 as the firm's Director of
International Equity Investments. Prior to joining WMC, Mr. Skramstad was a
principal at Scudder, Stevens & Clark, Inc.
    
 
   
     Robert D. Rands has served as the portfolio manager for the CAPITAL
APPRECIATION PORTFOLIO since its inception in 1987. Mr. Rands also manages the
CAPITAL APPRECIATION SUB-PORTFOLIO OF THE STRATEGIC MULTI-ASSET PORTFOLIO. Mr.
Rands is a Senior Vice President of WMC and joined the company in 1978.
    
 
     WMC's Growth Investment Team, comprised of Frank V. Wisneski, Senior Vice
President; Matthew E. Megargel, Senior Vice President; and John J. Harrington,
Vice President, has been responsible for managing the GROWTH PORTFOLIO since
1995.
 
     Ernst H. von Metzsch has served as the portfolio manager for the NATURAL
RESOURCES PORTFOLIO since October 24, 1994. Mr. von Metzsch is a Senior Vice
President, Partner and energy analyst at WMC and joined the company in 1973.
 
   
     Laura J. Allen has served as the portfolio manager for the GROWTH AND
INCOME PORTFOLIO since 1996. Ms. Allen is a Vice President of WMC and joined the
company in 1981, and became a portfolio manager in 1984. Ms. Allen also manages
the CORE EQUITY SUB-PORTFOLIOS OF THE STRATEGIC MULTI-ASSET AND MULTI-ASSET
PORTFOLIOS.
    
 
   
     Adam D. Seitchik has served as the strategist for the STRATEGIC MULTI-ASSET
and the MULTI-ASSET PORTFOLIOS since February, 1997. Mr. Seitchik is a Vice
President of WMC and joined the company in 1994. He was previously with John
Hancock Investment & Pension Group.
    
 
   
     Catherine A. Smith has served as the portfolio manager for the HIGH YIELD
PORTFOLIO since 1992. Ms. Smith is a Senior Vice President of WMC and joined the
company in 1984. Ms. Smith also manages the CORE BOND PLUS SUB-PORTFOLIO OF THE
STRATEGIC MULTI-ASSET PORTFOLIO.
    
 
     Thomas L. Pappas has served as the portfolio manager for the TARGET '98
PORTFOLIO since 1992 and the FIXED INCOME PORTFOLIO since 1995. Mr. Pappas is a
Senior Vice President of WMC and joined the company in 1987.
 
   
     John C. Keogh has served as the portfolio manager for the GOVERNMENT AND
QUALITY BOND PORTFOLIO since March 31, 1994. Mr. Keogh is a Senior Vice
President of WMC and joined the company in 1983. Mr. Keogh also manages the CORE
BOND SUB-PORTFOLIO OF THE MULTI-ASSET PORTFOLIO.
    
 
   
     Timothy E. Smith has served as the portfolio manager of the MONEY MARKET
PORTFOLIO since February, 1997. Mr. Smith also manages the MONEY MARKET
SUB-PORTFOLIO OF THE STRATEGIC MULTI-ASSET PORTFOLIO. He is a Vice President of
WMC and joined the company in 1992.
    
 
CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT
 
     State Street Bank and Trust Company, Boston, Massachusetts, acts as
Custodian of the Trust's assets as well as Transfer and Dividend Paying Agent
and in so doing performs certain bookkeeping, data processing and administrative
services.
 
EXPENSES OF THE TRUST
 
     In addition to the investment advisory fee, the Trust incurs expenses,
including legal, auditing and accounting expenses, Trustees' fees and expenses,
insurance premiums, brokers' commissions, taxes and governmental fees, expenses
of issue or redemption of shares, expenses of registering or qualifying shares
for sale, reports and notices to shareholders, and fees and disbursements of
custodians, transfer agents, registrars, shareholder servicing agents and
dividend disbursing agents, and certain expenses with respect to membership fees
of industry associations.
 
                                       21
<PAGE>   28
 
- --------------------------------------------------------------------------------
 
                             PORTFOLIO TRANSACTIONS
- --------------------------------------------------------------------------------
 
     All purchase and sale orders of securities are placed on behalf of the
Trust by WMC for all the Portfolios. If the securities in which a particular
Portfolio invests are traded primarily in the over-the-counter market, then WMC
may deal directly with the broker-dealers who make a market in the securities
involved unless better prices and execution are available elsewhere. These
brokers may also furnish brokerage and research services, including advice as to
the advisability of investing in securities, securities analysis and reports.
 
     Broker-dealers involved in the execution of portfolio transactions on
behalf of the Trust are selected on the basis of their professional capability
and the value and quality of their services. In selecting such broker-dealers,
WMC will consider various relevant factors, including, but not limited to, the
size and type of the transaction; the nature and character of the markets in
which the security can be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions.
 
     The Trust reserves the right to effect portfolio transactions through a
broker affiliated with SAAMCo, acting as agent and not as principal, provided
that any commissions, fees or other remuneration received by such broker are
within the limitations set forth in the 1940 Act and are reasonable and fair
compared to the commissions, fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities being
purchased or sold on an exchange during a comparable period of time.
 
     Subject to applicable laws and regulations, the Advisers may also consider
the willingness of particular brokers to sell the Variable Contracts or
affiliated SunAmerica mutual funds as a factor in the selection of brokers for
executing portfolio transactions on behalf of the Trust.
 
- --------------------------------------------------------------------------------
 
                                NET ASSET VALUE
- --------------------------------------------------------------------------------
 
   
     The Portfolios are open for business on any day the New York Stock Exchange
("NYSE") is open for regular trading. The net asset value of the shares of each
Portfolio is computed daily at the close of regular trading on the NYSE
(generally, 4:00 p.m., Eastern time).
    
 
   
     The net asset value of a share of each Portfolio is calculated by adding
the value of all securities and other assets, deducting its accrued liabilities,
and dividing the remainder by the number of shares outstanding. Securities of
each Portfolio are valued as follows: Equity securities which are traded on
domestic stock exchanges are valued at the last sale price as of the close of
business on the day the securities are being valued, or lacking any sales, at
the closing bid price. Equity securities traded in the over-the-counter market
are valued at the closing bid price or yield equivalent as obtained from one or
more dealers that make markets in the securities. Equity securities which are
traded both in the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market. Bonds and other fixed
income securities may be valued on the basis of prices provided by a pricing
service when such prices are believed to reflect the fair market value of such
securities. The prices provided by a pricing service may be determined without
regard to bid or last sale prices but take into account institutional size
trading in similar groups of securities and any developments related to specific
securities. Securities not priced in this manner are valued at the most recent
quoted bid price. Securities and assets for which market quotations are not
readily available are valued at fair value at determined in good faith by or
under the direction of the Board of Trustees of the Trust. Short-term
investments that mature in less than sixty (60) days are valued at amortized
cost unless the Trustees determine that amortized cost or value does not
represent fair value, in which case fair value is determined as described above.
    
 
   
     Securities which are traded on foreign exchanges are ordinarily valued at
the last quoted sales price available before the time when the assets are
valued. If a security's price is available from more than one foreign exchange,
the Portfolio uses the exchange that is the primary market for the security.
Values of portfolio securities primarily traded on foreign exchanges are already
translated into U.S. dollars when received from a quotation service.
    
 
                                       22
<PAGE>   29
 
- --------------------------------------------------------------------------------
 
                       DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
 
     Each Portfolio of the Trust intends to continue to qualify as a "Regulated
Investment Company" under certain provisions of the Code. Each Portfolio of the
Trust will be treated as a separate entity for Federal income tax purposes.
While qualified as a regulated investment company, each Portfolio of the Trust
will not be subject to Federal income taxes on net investment income and net
capital gains, if any, realized during any year provided all such net investment
company taxable income and net capital gains are distributed to its
shareholders.
 
   
     Dividends on the Money Market Portfolio will be declared daily and
reinvested monthly in additional full and fractional shares of the Portfolio.
Dividends and distributions consisting of substantially all net investment
income and net realized capital gains from the Growth, Capital Appreciation,
Foreign Securities, Growth and Income, Fixed Income, Government and Quality
Bond, High Yield, Natural Resources, Multi-Asset, Strategic Multi-Asset and
Target '98 Portfolios will be declared and reinvested at least annually in
additional full and fractional shares of the respective Portfolios.
    
 
- --------------------------------------------------------------------------------
 
                            DESCRIPTION OF THE TRUST
- --------------------------------------------------------------------------------
 
     The Trust was organized under the laws of the Commonwealth of Massachusetts
on August 26, 1983, as an unincorporated voluntary association, commonly known
as a business trust. Its offices are at The SunAmerica Center, 733 Third Avenue,
New York, New York 10017-3204. The Trust currently consists of twelve separate
investment series, each with its own investment objective. Certain series of the
Trust may not be available in connection with a particular annuity contract.
 
   
     All shares of the Trust are owned by separate accounts of the Life
Companies. Pursuant to current interpretations of the 1940 Act, the Life
Companies will solicit voting instructions from contract owners with respect to
any matters that are presented to a vote of shareholders.
    
 
   
     On any matter submitted to a vote of shareholders, all shares of the Trust
then issued and outstanding and entitled to vote shall be voted in the aggregate
and not by Portfolio except for matters concerning only a series. Certain
matters approved by a vote of all shareholders of the Trust may not be binding
on a Portfolio whose shareholders have not approved such matters. The holders of
each share of beneficial interest of the Trust shall be entitled to one vote for
each full share and a fractional vote for each fractional share of beneficial
interest. Shares of one series may not bear the same economic relationship to
the Trust as shares of another series.
    
 
   
     The Trustees of the Trust have been elected by the shareholders of the
Trust. The Trustees themselves have the power to alter the number and the terms
of office of the Trustees, and they may at any time lengthen their own terms or
make their terms of unlimited duration (subject to certain removal procedures)
and appoint their own successors, provided that at least a majority of the
Trustees have been elected by the shareholders of the Trust at all times. The
Trust is not required to hold Annual Meetings of Shareholders. The Trustees may
call Special Meetings of Shareholders for action by shareholder vote as may be
required by the 1940 Act or the Declaration of Trust. The Declaration of Trust
provides that shareholders can remove Trustees by a vote of two-thirds of the
vote of the outstanding shares and the Declaration of Trust sets out the
procedures to be followed.
    
 
     Each issued and outstanding share is entitled to participate equally in
dividends and distributions declared by the respective Portfolio and in net
assets of such Portfolio upon liquidation or dissolution remaining after
satisfaction of outstanding liabilities. The shares of each Portfolio have no
preference, pre-emptive, conversion, exchange or similar rights, and will be
freely transferable. Under certain circumstances Trust shareholders may have a
potential liability for the obligations of the Trust.
 
                                       23
<PAGE>   30
 
- --------------------------------------------------------------------------------
 
                      REPORTS AND INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
 
     The Trust will furnish audited annual and unaudited semi-annual reports to
its shareholders. Price Waterhouse LLP, New York, New York, serves as the
independent accountants to the Trust.
 
- --------------------------------------------------------------------------------
 
                DISTRIBUTION AND REDEMPTION OF SHARES; INQUIRIES
- --------------------------------------------------------------------------------
 
   
     Shares are only sold to separate accounts of the Life Companies at net
asset value. Redemptions will be effected by the separate accounts to meet
obligations under the Variable Contracts. Contract owners do not deal directly
with the Trust with respect to acquisition or redemption of shares.
    
 
   
     Inquiries regarding the Trust should be directed to P.O. Box 54299, Los
Angeles, California, 90054-0299; telephone number: 800-445-SUN2.
    
 
                                       24
<PAGE>   31
 
- --------------------------------------------------------------------------------
                                   APPENDIX A
                     DESCRIPTION OF CORPORATE BOND RATINGS
- --------------------------------------------------------------------------------
 
     Moody's Investors Service, Inc. rates the long-term debt securities issued
by various entities from "Aaa" to "C". Aaa -- Best quality. These securities
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a larger, or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of these issues. Aa -- High quality by all
standards. They are rated lower than the best quality bonds because margins of
protection may not be as large as in Aaa securities, fluctuation of protective
elements may be of greater amplitude, or there may be other elements present
that make the long-term risks appear somewhat greater. A -- Upper medium grade
obligations. These bonds possess many favorable investment attributes. Factors
giving security to principal and interest are considered adequate, but elements
may be present that suggest a susceptibility to impairment sometime in the
future. Baa -- Medium grade obligations. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well. Ba -- Have speculative elements; future
cannot be considered as well assured. The protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Bonds in this class are characterized by
uncertainty of position. B -- Generally lack characteristics of the desirable
investment; assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small. Caa -- Of
poor standing. Issues may be in default or there may be present elements of
danger with respect to principal or interest. Ca -- Speculative in a high
degree; often in default or have other marked shortcomings. C -- Lowest rated
class of bonds; can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
 
     Standard and Poor's Ratings Services, A Division of The McGraw-Hill
Companies, Inc. rates the long-term securities debt of various entities in
categories ranging from "AAA" to "D" according to quality. AAA -- Highest
rating. Capacity to pay interest and repay principal is extremely strong.
AA -- High grade. Very strong capacity to pay interest and repay principal.
Generally, these bonds differ from AAA issues only in a small degree. A -- Have
a strong capacity to pay interest and repay principal, although they are
somewhat more susceptible to the adverse effects of change in circumstances and
economic conditions than debt in higher rated categories. BBB -- Regarded as
having adequate capacity to pay interest and repay principal. These bonds
normally exhibit adequate protection parameters, but adverse economic conditions
or changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal than for debt in higher rated categories. BB, B,
CCC, CC, C -- Regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and C the highest
degree of speculation. While this debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions. C1 -- Reserved for income bonds on which
no interest is being paid. D -- In default and payment of interest and/or
repayment of principal is in arrears.
<PAGE>   32
                       STATEMENT OF ADDITIONAL INFORMATION

   
                               ANCHOR SERIES TRUST
    










THIS IS NOT A PROSPECTUS. This Statement of Additional Information should be
read in conjunction with the Prospectus for Anchor Series Trust. The Prospectus
may be obtained by calling or writing the Trust at the below address.

Capitalized terms used herein but not defined have the same meanings assigned to
them in the Prospectus.




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

                                 P.O. BOX 54299
                       LOS ANGELES, CALIFORNIA 90054-0299
                                (800) 445-SUN2.

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





   
                            DATED: FEBRUARY 28, 1997
    
<PAGE>   33
                                TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                       <C>
THE TRUST...............................................................  B-3
INVESTMENT OBJECTIVES AND POLICIES......................................  B-3
      Objectives........................................................  B-3
      Foreign Money Market Instruments..................................  B-3
      Variable and Floating Rate Instruments............................  B-4
      Government Agencies Obligations...................................  B-4
      When-Issued Securities............................................  B-5
      Illiquid Securities...............................................  B-6
      Foreign Securities................................................  B-7
      Call and Put Options on Securities................................  B-8
      Absence of Liquid Secondary Options Market........................  B-11
      Regulation of Futures Contracts and Options Thereon...............  B-11
      Financial Futures Contracts on Fixed Income
            Securities - Characteristics and Risks......................  B-11
      Options on Financial Futures Contracts............................  B-15
      Index Warrants....................................................  B-17
      Stock Index Futures and Options Thereon...........................  B-18
      Stock Index Futures Characteristics and Risks.....................  B-18
      Options on Stock Index Futures and Risks..........................  B-21
      Limitations on Stock Index Futures and Related
            Options Transactions........................................  B-23
      Foreign Currency Exchange Transactions............................  B-23
      Loans of Portfolio Securities.....................................  B-26
      Interest Rate Swap Transactions ..................................  B-27
      Description of Commercial Paper Ratings...........................  B-27
      Discount Bonds, Convertible Bonds and Preferred Stocks............  B-28
      Certain Risk Factors Relating to High-Yield
            (High-Risk) Bonds...........................................  B-28
      Further Information About the Target '98 Portfolio................  B-29
INVESTMENT RESTRICTIONS.................................................  B-30
SUNAMERICA ASSET MANAGEMENT CORP........................................  B-33
      Personal Securities Trading.......................................  B-36
WELLINGTON MANAGEMENT COMPANY...........................................  B-37
OFFICERS AND TRUSTEES OF THE TRUST......................................  B-38
CUSTODIAN...............................................................  B-41
INDEPENDENT ACCOUNTANTS ................................................  B-41
PORTFOLIO TRANSACTIONS AND BROKERAGE....................................  B-41
PORTFOLIO TURNOVER......................................................  B-44
NET ASSET VALUE.........................................................  B-45
      Foreign Securities Portfolio......................................  B-46
      Money Market Portfolio............................................  B-46
DIVIDENDS, DISTRIBUTIONS AND TAXES......................................  B-48
GENERAL INFORMATION.....................................................  B-49
OWNERSHIP OF SHARES.....................................................  B-50
FINANCIAL STATEMENTS....................................................  B-50
</TABLE>
    


                                       B-2
<PAGE>   34
                                    THE TRUST

      The Trust, organized as a Massachusetts business trust on August 26, 1983,
is an open-end management investment company. The Trust is composed of twelve
separate Portfolios. Shares of the Trust are issued and redeemed only in
connection with investments in and payments under variable annuity contracts and
variable life insurance policies of Anchor National Life Insurance Company,
First SunAmerica Life Insurance Company, Phoenix Mutual Life Insurance Company
and Presidential Life Insurance Company (see "The Trust" in the Prospectus).

      On December 1, 1992, the Board of Trustees of the Trust approved a change
of the names of the Aggressive Growth Portfolio and the Aggressive Multi-Asset
Portfolio to the Capital Appreciation Portfolio and the Strategic Multi-Asset
Portfolio, respectively.

      On February 16, 1995, the Board of Trustees of the Trust approved a change
of the name of the Convertible Securities Portfolio to the Growth and Income
Portfolio.

                       INVESTMENT OBJECTIVES AND POLICIES

OBJECTIVES

      For a description of the objectives of the Portfolios, see "Investment
Objectives and Policies" in the Prospectus. The following information is
provided for those investors wishing to have more comprehensive information than
that contained in the Prospectus.

FOREIGN MONEY MARKET INSTRUMENTS

      The Money Market Portfolio will be diversified among issuers and among
industries with the exception of the banking industry and obligations of the
U.S. Government, its agencies and instrumentalities. The Money Market Portfolio
reserves the right to concentrate its investment in U.S. dollar denominated
obligations of foreign branches of U.S. banks, London and U.S. branches of
foreign banks, and commercial paper of foreign corporations, when the yields
available on such obligations exceed the yields available on obligations
otherwise permitted for investment by the Portfolio and when it is believed that
the relative return from such investments compared with the relative risk,
marketability and quality of such obligations appears to warrant such
concentration. Concentration in this context means the investment of more than
25% and up to 100% of the Portfolio's assets. These investments will meet the
quality criteria described above, but they may present investment risks in
addition to those involved in obligations of domestic banks and corporations.


                                       B-3
<PAGE>   35
      Investment risks associated with investments in obligations of foreign
branches of U.S. banks, London and U.S. branches of foreign banks, short-term
obligations and commercial paper of foreign corporations include future
political and economic developments, the possible imposition of withholding
taxes on interest income payable on such obligations, the possible seizure or
nationalization of foreign deposits, the possible establishment of exchange
controls or the adoption of other government restrictions. Generally, the
foreign branches of the U.S. banks and the London or U.S. branches of foreign
banks are subject to fewer regulatory restrictions than are applicable to
domestic banks, and foreign branches of U.S. banks may be subject to less
stringent reserve requirements than domestic banks. The London or U.S. branches
of foreign banks, the foreign branches of U.S. banks and foreign corporations
may provide less public information than, and may not be subject to the same
accounting, auditing and financial record-keeping standards as, domestic banks.

VARIABLE AND FLOATING RATE INSTRUMENTS

      Certain obligations purchased by the Portfolios of the Trust may be
variable or floating rate instruments, involve a demand feature and include
variable amount master demand notes. Variable or floating rate instruments bear
interest at a rate which varies with changes in market rates. The holder of an
instrument with a demand feature may tender the instrument back to the issuer at
par prior to maturity.

      A variable amount master demand note is issued pursuant to a written
agreement between the issuer and the holder, its amount may be increased by the
holder or decreased by the holder or issuer, it is payable on demand and the
rate of interest varies based upon an agreed formula. The quality of the
underlying credit must be equivalent to the long-term bond or commercial paper
ratings applicable to permitted investment for the Money Market Portfolio. The
Sub-Adviser will monitor on an ongoing basis the earning power, cash flow and
liquidity ratios of the issuers of such instruments, and will similarly monitor
the ability of an issuer of a demand instrument to pay principal and interest on
demand.

GOVERNMENT AGENCIES OBLIGATIONS

      All Portfolios may invest, to varying degrees, in government obligations.
Obligations issued by the U.S. Treasury are backed by the full faith and credit
of the U.S. Government. Obligations issued by governmental agencies may be
supported by varying levels of guarantee as to repayment of principal and
interest.

      Agencies of the United States Government include, among others, Export
Import Bank of the United States, Farmers Home Administration, Federal Farm
Credit Bank, Federal Housing Administration, Government National Mortgage
Association, Maritime

                                       B-4
<PAGE>   36
Administration, Small Business Administration and the Tennessee Valley
Authority. The Portfolios may purchase securities guaranteed by the Government
National Mortgage Association which may represent participations in Veterans
Administration and Federal Housing Administration backed mortgage pools.
Obligations of instrumentalities of the United States Government include
securities issued by, among others, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land Banks,
Federal National Loan Mortgage Association and the United States Postal Service.
Some of these securities are supported by the full faith and credit of the
United States Treasury (e.g., Government National Mortgage Association), others
are supported by the right of the issuer to borrow from the Treasury (e.g.,
Federal Farm Credit Bank) and still others are supported only by the credit of
the instrumentality (e.g., Federal National Mortgage Association). Guarantees of
principal by agencies or instrumentalities of the U.S. Government may be
guarantees solely of payment at the maturity of the obligation so that in the
event of a default prior to maturity there might be no market and thus no means
of realizing on the obligation prior to maturity.

WHEN-ISSUED SECURITIES

      Each Portfolio may invest in securities issued on a whenissued or delayed
delivery basis at the time the purchase is made. When-issued or delayed-delivery
transactions arise when securities are purchased or sold by a Portfolio with
payment and delivery taking place a month or more in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. Each Portfolio generally would not
pay for such securities or start earning interest on them until they are issued
or received. However, when a Portfolio purchases debt obligations on a
whenissued basis, it assumes the risks of ownership, including the risk of price
fluctuation, at the time of purchase, not at the time of receipt. Failure of the
issuer to deliver a security purchased by a Portfolio on a when-issued basis may
result in a Portfolio's incurring a loss or missing an opportunity to make an
alternative investment. When a Portfolio enters into a commitment to purchase
securities on a when-issued basis, it establishes a segregated account with its
custodian consisting of cash or liquid securities equal to the amount of the
Portfolio's commitment, which is valued at fair market value. If on any day the
market value of this segregated account falls below the value of a Portfolio's
commitment, the Portfolio will be required to deposit additional cash or
qualified securities into the account equal to the value of the Portfolio's
commitment. When the securities to be purchased are issued, a Portfolio will pay
for the securities from available cash, from the sale of securities in the
segregated account, from sales of other securities and/or, if necessary, from
the sale of the when-issued securities themselves, although this is not

                                       B-5
<PAGE>   37
ordinarily expected. Securities purchased on a when-issued basis are subject to
the risk that yields available in the market, when delivery takes place, may be
higher or lower than the rate to be received on the securities a Portfolio has
committed to purchase. After a Portfolio is committed to purchase when-issued
securities, but prior to the issuance of the securities, it is subject to
adverse changes in the value of these securities based upon changes in interest
rates, as well as changes based upon the public's perception of the issuer and
its creditworthiness. Sale of securities in the segregated account or other
securities owned by a Portfolio and when-issued securities may cause the
realization of a capital gain or loss.

ILLIQUID SECURITIES

      Each of the Portfolios may invest no more than 10% of its net assets,
determined as of the date of purchase, in illiquid securities including
repurchase agreements which have a maturity of longer than seven days or in
other securities that are illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions on resale. Historically,
illiquid securities have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the 1933 Act,
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Repurchase agreements subject to
demand are deemed to have a maturity equal to the notice period. Securities
which have not been registered under the 1933 Act are referred to as private
placements or restricted securities and are purchased directly from the issuer
or in the secondary market. Mutual funds do not typically hold a significant
amount of these restricted or other illiquid securities because of the potential
for delays on resale and uncertainty in valuation. Limitations on resale may
have an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to dispose of them, resulting in
additional expense and delay. There generally will be a lapse of time between a
mutual fund's decision to sell an unregistered security and the registration of
such security promoting sale. Adverse market conditions could impede a public
offering of such securities. When purchasing unregistered securities, the
Portfolios will seek to obtain the right of registration at the expense of the
issuer.

      In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including repurchase
agreements, commercial paper, foreign securities, municipal securities and
corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an

                                       B-6
<PAGE>   38
issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments.

      Restricted securities eligible for resale pursuant to Rule 144A under the
1933 Act for which there is a readily available market will not be deemed to be
illiquid. The Portfolios' Sub-Adviser will monitor the liquidity of such
restricted securities subject to the supervision of the Board of Trustees of the
Trust. In reaching liquidity decisions, the Sub-Adviser will consider, inter
alia, pursuant to guidelines and procedures established by the Trustees, the
following factors: (1) the frequency of trades and quotes for the security; (2)
the number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer).

      Each of the Portfolios may invest in commercial paper issued in reliance
on the so-called private placement exemption from registration which is afforded
by Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws in that any
resale must similarly be made in an exempt transaction. Section 4(2) paper is
normally resold to other institutional investors through or with the assistance
of investment dealers who make a market in Section 4(2) paper, thus providing
liquidity. Section 4(2) paper that is issued by a company that files reports
under the Securities Exchange Act of 1934 is generally eligible to be sold in
reliance on the safe harbor of Rule 144A described above. The Money Market,
Multi-Asset and Strategic Multi-Asset Portfolios' 10% limitation on investments
in illiquid securities includes Section 4(2) paper other than Section 4(2) paper
that the Adviser has determined to be liquid pursuant to guidelines established
by the Trustees. The Portfolios' Board of Trustees delegated to the Adviser the
function of making day-to-day determinations of liquidity with respect to
Section 4(2) paper, pursuant to guidelines approved by the Trustees that require
the Adviser to take into account the same factors described above for other
restricted securities and require the Adviser to perform the same monitoring and
reporting functions.

FOREIGN SECURITIES

      The Foreign Securities, Growth and Income, Growth, Capital Appreciation,
Natural Resources, Fixed Income, Government and Quality Bond, Multi-Asset, and
Strategic Multi-Asset Portfolios may invest in foreign debt and equity
securities. The High Yield and Target '98 Portfolios may invest in foreign debt
securities.


                                       B-7
<PAGE>   39
      Investment in securities issued by companies whose principal business
activities are outside the United States may involve significant risks not
present in domestic investments. For example, there is generally less publicly
available information about foreign companies, particularly those not subject to
the disclosure and reporting requirements of the U.S. securities laws. Foreign
issuers are generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Investments in foreign securities also involve the risk of
possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of funds or
other assets of the Portfolios, political or financial instability or diplomatic
and other developments which could affect such investments. Further, economies
of particular countries or areas of the world may differ favorably or
unfavorably from the economy of the United States.

      It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located outside
of the United States. Foreign stock markets, while growing in volume and
sophistication, are generally not as developed as those in the United States,
and securities of some foreign issuers (particularly those located in developing
countries) may be less liquid and more volatile than securities of comparable
U.S. companies. In addition, foreign brokerage commissions are generally higher
than commissions on securities traded in the United States and may be
non-negotiable. In general, there is less overall governmental supervision and
regulation of securities exchanges, brokers, and listed companies than in the
United States.

CALL AND PUT OPTIONS ON SECURITIES

      The Growth, Capital Appreciation, Growth and Income, Fixed Income, High
Yield, Multi-Asset, Strategic Multi-Asset and Natural Resources Portfolios may
write covered call options to attempt to realize, through the receipt of
premiums, a greater return than would be realized on the securities alone. The
Portfolios intend to use covered call options both to increase return on the
securities of the Portfolios and for defensive or hedging purposes. It is
anticipated that the maximum percentage of the Portfolios' securities subject to
options primarily for income purposes will be 30%, that the maximum percentage
used primarily for defensive and hedging strategies will be 50% and that in no
event will the aggregate exceed the latter percentage.

      A call option is a short-term contract (typically having a duration of
nine months or less). A call option gives the purchaser, in exchange for a
premium paid, the right for a specified period of time to purchase the
securities subject to the option at a specified price (the "exercise price" or
"strike

                                       B-8
<PAGE>   40
price"). The writer of a call option, in return for the premium, has the
obligation, upon exercise of the option, to deliver, depending upon the terms of
the option contract, the underlying securities or a specified amount of cash to
the purchaser upon receipt of the exercise price. When a Portfolio writes a call
option, the Portfolio gives up the potential for gain on the underlying
securities or currency in excess of the exercise price of the option during the
period that the option is open.

      A put option gives the purchaser, in return for a premium paid, the right
for a specified period of time, to sell the securities subject to the option to
the writer of the put at the specified exercise price. The writer of the put
option, in return for the premium, has the obligation, upon exercise of the
option, to acquire the securities underlying the option at the exercise price.
The Portfolio might, therefore, be obligated to purchase the underlying
securities for more than their current market price.

   
      A call option is "covered" if the Portfolio owns the underlying security
covered by the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian). A call option is
also covered if the Portfolio holds on a share-for-share basis a call on the
same security as the call written where the exercise price of the call held is
equal to or less than the exercise price of the call written if the difference
is maintained by the Portfolio in cash or liquid securities in a segregated
account with its custodian, or else holds on a share-for-share basis a put on
the same security as the put written where the exercise price of the put held is
equal to or greater than the exercise price of the put written.

    
      The premium paid by the purchaser of an option will be determined by,
among other things, the relationship of the exercise price to the market price
and volatility of the underlying security, the remaining term of the option,
supply and demand, and interest rates.

      The writer of an option wishing to terminate a position may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously sold. The effect of the purchase is that
the writer's position will be canceled by the clearing corporation. However, a
writer may not effect a closing purchase transaction after being notified of the
exercise of an option. Likewise, an investor who is the holder of an option may
liquidate a position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the option previously
purchased.

      There is no guarantee that either a closing purchase or a
closing sale transaction can be effected.  Effecting a closing

                                       B-9
<PAGE>   41
transaction in the case of a written call option will permit the Portfolio to
write another call option on the underlying security with either a different
exercise price or expiration date or both. Also, effecting a closing transaction
will permit the cash or proceeds from the concurrent sale of any securities
subject to the options to be used for other Portfolio investments. If the
Portfolio desires to sell a particular security on which it has written a call
option, it will effect a closing transaction prior to or concurrent with the
sale of the security.

      The Portfolio will realize a profit from a closing transaction if the
price of the transaction is less than the premium received from writing the
option or is more than the premium paid to purchase the option. Conversely, the
Portfolio will realize a loss from a closing transaction if the price of the
transaction is more than the premium received from writing the option or is less
than the premium paid to purchase the option. Because increases in the market
price of a call option will generally reflect increases in the market price of
the underlying security, any loss resulting from the repurchase of a call option
is likely to be offset in whole or in part by appreciation of the underlying
security owned by the Portfolio.

      An option position may be closed out on an exchange which provides a
secondary market for an option of the same series. Although the Portfolio will
generally purchase or write those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange may exist. In such event it
might not be possible to effect closing transactions in particular options, with
the result that a Portfolio would have to exercise its options in order to
realize any profit and would incur brokerage commissions upon the exercise of
call options and upon the subsequent disposition of underlying securities
acquired through the exercise of call options. If the Portfolio, as a covered
call option writer, is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying security until a
closing purchase transaction can be executed. See below for reasons why a liquid
secondary options market may not exist.

      There is no assurance that higher than anticipated trading activity or
other unforeseen events might not, at times, render certain of the facilities of
any of the clearing corporations inadequate, and thereby result in the
institution by an exchange of special procedures which may interfere with the
timely execution of customers' orders. However, the Options Clearing
Corporation, based on forecasts provided by the U.S. Exchanges, believes that
its facilities are adequate to handle the volume of reasonably anticipated
options transactions, and such exchanges have advised

                                      B-10
<PAGE>   42
such clearing corporation that they believe their facilities will also be
adequate to handle reasonable anticipated volume.

ABSENCE OF LIQUID SECONDARY OPTIONS MARKET

      Reasons for the absence of a liquid secondary market on an options
exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operation on an exchange; (v) the facilities
of an exchange or a clearing corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in the class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by a clearing corporation as a result of trades on that exchange
would continue to be exercisable in accordance with their terms.

REGULATION OF FUTURES CONTRACTS AND OPTIONS THEREON

      The use of futures contracts and options thereon by the Portfolios is
subject to regulation by various governmental bodies, including the Securities
and Exchange Commission and the Commodity Futures Trading Commission ("CFTC").
Each of the Portfolios has represented to the CFTC that it will use futures
contracts and options on futures contracts in bona fide hedging transactions and
under other circumstances permitted by the CFTC, provided that, for non-hedging
transactions, it will not enter into futures contracts or options thereon for
which the sum of the initial margin deposits on futures contracts and related
options and premiums paid for related options exceed 5% of the fair market value
of a Portfolio's assets.

FINANCIAL FUTURES CONTRACTS ON FIXED INCOME SECURITIES -
CHARACTERISTICS AND RISKS

      Each Portfolio (other than the Money Market Portfolio) may enter into
contracts for the future delivery of fixed income securities ("Financial Futures
Contracts"). This investment technique will be used to hedge (e.g., to endeavor
to protect) against anticipated future changes in interest rates or other market
factors which otherwise might adversely affect the value of each Portfolio's
securities.

      A "sale" of a Financial Futures Contract means entering into a contractual
obligation to deliver the securities called for by

                                      B-11
<PAGE>   43
the contract at a specified price on a specified date. A "purchase" of a
Financial Futures Contract means entering into a contractual obligation to
acquire the securities at a specified price on a specified date. Typically on a
daily basis, adjustments are made to recognize differences in value arising from
the delivery of securities with a different interest rate than that specified in
the contract. In some cases, securities called for by a Financial Futures
Contract may not have been issued at the time the contract was written.

   
      Unlike the sale or purchase of a fixed income security by a Portfolio, no
price is paid or received by the Portfolio upon the purchase or sale of a
Financial Futures Contract. Initially, the Portfolio will be required to deposit
with the Trust's Custodian, State Street Bank and Trust Company, an amount of
cash or U.S. Treasury obligations equal to a percentage of the contract amount.
This amount is known as initial margin. The nature of initial margin in futures
transactions is different from that of margin in security transactions in that
futures contract margin does not involve the borrowing of funds by the customer
to finance the transactions. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned to the
Portfolio upon termination of the futures contract assuming all contractual
obligations have been satisfied. Subsequent payments, called variation margin,
to and from the broker, will be made on a daily basis as the price of the
underlying fixed income security fluctuates making the long and short positions
in the futures contract more or less valuable, a process known as marking to
market. For example, when the Portfolio has purchased a Financial Futures
Contract and the price of the underlying fixed income security has risen, that
position will have increased in value and the Portfolio will receive from the
broker a variation margin payment equal to that increase in value. Conversely,
where the Portfolio has purchased a Financial Futures Contract and the price of
the underlying fixed income security has declined, the position would be less
valuable and the Portfolio would be required to make a variation margin payment
to the broker. At any time prior to the expiration of the futures contract, the
Portfolio may elect to close the position by taking an opposite position in the
futures contract. During the time the Portfolio has entered into such Financial
Futures Contract the Portfolio will maintain in a segregated account with its
custodian, liquid assets at least equal to the value of the contract.
    

      There are several risks in connection with the use of Financial Futures
Contracts by a Portfolio as a hedging device. One risk arises because of the
imperfect correlation between movements in the price of the Financial Futures
Contract and movements in the price of the securities which are the subject of
the hedge. The price of the Financial Futures Contract may move more than or
less than the price of the securities being hedged. If the price of the
Financial Futures Contract moves less than the

                                      B-12
<PAGE>   44
price of the securities which are the subject of the hedge, the hedge will not
be fully effective but, if the price of the securities being hedged has moved in
an unfavorable direction, the Portfolio would be in a better position than if it
had not hedged at all. If the price of the securities being hedged has moved in
a favorable direction, this advantage will be partially offset by the losses on
the futures position. If the price of the futures contract moves more than the
price of the securities being hedged, the Portfolio will experience either a
loss or a gain on the futures position which will not be completely offset by
movements in the price of the securities being hedged. Conversely, the Portfolio
may buy or sell fewer Financial Futures Contracts if the historical volatility
of the price of the Financial Futures Contracts being hedged is more than the
historical volatility of the securities.

      Where futures contracts are purchased to hedge against a possible increase
in the price of fixed income securities before a Portfolio is able to invest its
cash (or cash equivalents) in fixed income securities in an orderly fashion, it
is possible that the market may decline instead; if the Portfolio then concludes
not to invest in fixed income securities at that time because of concern as to
possible further market decline or for other reasons, the Portfolio will realize
a loss on the futures contract that is not offset by a reduction in the price of
securities purchased.

      Although Financial Futures Contracts by their terms call for the actual
delivery or acquisition of securities, in most cases the contractual obligation
is fulfilled before the date of the contract without having to make or take
delivery of the security. The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a commodities
exchange, an identical Financial Futures Contract calling for delivery in the
same month. Such a transaction, which is effected through a member of an
exchange, cancels the obligation to make or take delivery of the securities. All
transactions in the futures market are made, offset or fulfilled through a
clearing house associated with the exchange on which the contracts are traded.

      A Portfolio may purchase Financial Futures Contracts in anticipation of a
significant market advance (for example due to a decline in interest rates). The
purchase of a Financial Futures Contract affords a hedge against not
participating in such advance at a time when the Portfolio is not fully
invested. Such purchase of a futures contract would serve as a temporary
substitute for the purchase of individual fixed income securities which may then
be purchased in an orderly fashion. As such purchases are made, an equivalent
amount of Financial Futures Contracts would be terminated by offsetting sales.
Similarly Financial Futures Contracts may be purchased to maintain the desired
percentage of the Portfolio invested in fixed income securities in the event of
a large cash flow into the Portfolio. As the cash flow is invested

                                      B-13
<PAGE>   45
in individual fixed income securities an equivalent amount of Financial Futures
Contracts would be sold.

      A Portfolio may sell Financial Futures Contracts in a general market
decline (for example due to an increase in interest rates) that may adversely
affect the aggregate market value of the fixed income securities held in the
Portfolio or in anticipation of such a decline in aggregate market value. To the
extent that changes in the Portfolio's market value correlate with the changes
in the price of a given security, the sale of futures contracts on that fixed
income security would substantially reduce the risk to the Portfolio of a market
decline and, by so doing, provide an alternative to the liquidation of fixed
income securities positions in the Portfolio with resultant transaction costs.
In the event of large cash redemptions, the Portfolio may sell an equivalent
amount of Financial Futures Contracts to maintain the desired percentage of the
Portfolio invested in fixed income securities. This would facilitate an orderly
sale of individual securities and, as such sales were made, an equivalent amount
of Financial Futures Contracts would be terminated.

      A Portfolio will incur brokerage fees when it purchases or sells Financial
Futures Contracts, and it will be required to maintain margin deposits. In
addition, Financial Futures Contracts entail risks. Although the Trustees
believe that use of such contracts will benefit the Portfolios, if investment
judgment about the general direction in interest rates is incorrect, the overall
performance may be poorer than if such contracts had not been used. One risk in
employing Financial Futures Contracts to protect against cash market price
volatility is the prospect that futures prices will correlate imperfectly with
the behavior of cash prices. The ordinary spreads between prices in the cash and
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the liquidity of the
futures market depends on participants entering into offsetting transactions
rather than making or taking delivery. To the extent participants decide to make
or take delivery, liquidity in the futures market could be reduced, thus
producing distortion. Third, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore increased participation by speculators in the
futures market may cause temporary price distortions. Due to the possibility of
distortion, a correct forecast of general interest trends may still not result
in a successful transaction. Also, under certain conditions it may not be
possible for the Portfolio to make closing purchase or sale transactions in
Financial Futures Contracts due to the potential absence of a secondary market.


                                      B-14
<PAGE>   46
      Positions in Financial Futures Contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
Although each Portfolio intends to purchase or sell futures only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a liquid secondary market on an exchange or board of trade
will exist for any particular contract or at any particular time. In such event,
it may not be possible to close a futures position, and in the event of price
movements causing adverse changes in the value of the futures position, the
Portfolio would continue to be required to make daily cash payments of variation
margin. In such circumstances, an increase in the price of the fixed income
securities, if any, may partially or completely offset losses on the futures
contract. However, there is no guarantee that the price of the fixed income
securities will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.

      Successful use of Financial Futures Contracts by a Portfolio is also
subject to the ability to correctly predict movement in the direction of the
market. For example, if the Portfolio has hedged against the possibility of a
decline in the market value of its fixed income securities and fixed income
security prices increased instead, the Portfolio will lose part or all of the
benefit of the increased value of its fixed income securities which it has
hedged because it will have offsetting losses in its futures positions. In
addition, in such situations, if the Portfolio has insufficient cash, it may
have to sell fixed income securities to meet the daily variation margin
requirements. Such sales of fixed income securities may be, but will not
necessarily be, at increased prices which reflect the rising market. The
Portfolio may have to sell securities at a time when it may be disadvantageous
to do so.

      A Portfolio will limit use of futures contracts so that the value of all
futures contracts will not exceed 30% of its total assets. With the assistance
of the Custodian, a segregated asset account will be maintained consisting of
cash or cash equivalent securities in an amount that will cover obligations with
respect to Financial Futures Contracts.

OPTIONS ON FINANCIAL FUTURES CONTRACTS

      Each Portfolio (other than the Money Market Portfolio) may purchase and
write options on Financial Futures Contracts which are traded on an exchange, in
order to hedge against adverse price movements, and enter into closing
transactions with respect to such options to terminate an existing position. An
option on a Financial Futures Contract gives the purchaser the right, in return
for the premium paid, to assume a position in a Financial Futures Contract (a
long position if the option is a call and a short position if the option is put)
at a specified exercise price at any time during the period of the option. Upon
exercise of the option,

                                      B-15
<PAGE>   47
the delivery of the futures position by the writer of the option to the holder
of the option will be accompanied by delivery of the accumulated balance in the
writer's futures margin account which represents the amount by which the market
price of the Financial Futures Contract at the time of exercise exceeds, in the
case of a call, or is less than, in the case of a put, the exercise price of the
option on the Financial Futures Contract. Writing a call option would provide a
partial hedge against declines in the value of the fixed income securities the
Portfolio owns (but would also limit potential capital appreciation in the fixed
income securities.) In addition, writing an option would provide a Portfolio
with income in the form of the option premium.

      The purchase of protective put options on a Financial Futures Contract is
analogous to the purchase of protective puts on individual fixed income
securities, where a level of protection is sought below which no additional
economic loss would be incurred by the Portfolio. Put options on Financial
Futures Contracts may also be purchased to hedge a portfolio of fixed income
securities.

      The purchase of a call option on a Financial Futures Contract represents a
means of obtaining temporary exposure to anticipated increases in the price of
fixed income securities (for example due to decreases in interest rates) at
limited risk. It is analogous to the purchase of a call option on an individual
fixed income security which can be used as a substitute for a position in the
security itself. Depending on the pricing of the option compared to either the
price of the future upon which it is based, or the price of the underlying fixed
income security itself, it may be less risky than the ownership of the Financial
Futures Contract or the underlying security. Like the purchase of a Financial
Futures Contract, the Portfolio would purchase a call option on a Financial
Futures Contract to hedge against an increase in the price of fixed income
securities (for example, due to a decline in interest rates) when the Portfolio
is not fully invested.

      As with options on securities, the holder of an option may terminate his
position by selling an identical option. There is, however, no guarantee that
such closing transactions can be effected. Positions in options on Financial
Futures Contracts may be closed out only on an exchange or board of trade which
provides a secondary market for such options. Although each Portfolio intends to
purchase or sell options only on exchanges or boards of trade where there
appears to be an active secondary market, there can be no assurance that a
liquid secondary market will exist for any particular option or at any
particular time. In such event, it may not be possible to close out an option
position, and if the Portfolio was the writer of the option, in the event of
price movements causing adverse changes in the value of the option position, the
Portfolio would continue to be required to make daily cash payments of variation
margin.


                                      B-16
<PAGE>   48
      The ability to establish and close out positions on such options will be
subject to the availability of a liquid secondary market. A Portfolio will not
purchase options on Financial Futures Contracts on any exchange unless and
until, in the opinion of WMC, the market for such options has developed
sufficiently that the risks in connection with options on Financial Futures
Contract transactions are not greater than the risks in connection with
Financial Futures Contract transactions. Compared to the use of Financial
Futures Contracts, the purchase of options on Financial Futures Contracts
involves less potential risk to the Portfolio because the maximum amount at risk
is the premium paid for the option (plus transaction costs). However, there may
be circumstances when the use of an option on a Financial Futures Contract would
result in a loss to the Portfolio when the use of a Financial Futures Contract
would not, such as when there is no movement in the level of interest rates.

INDEX WARRANTS

      A Portfolio may purchase put warrants and call warrants whose values vary
depending on the change in the value of one of more specified securities indices
("index warrants"). Index warrants are generally issued by banks or other
financial institutions and give the holder the right, at any time during the
term of the warrant, to receive upon exercise of the warrant a cash payment from
the issuer based on the value of the underlying index at the time of exercise.
In general, if the value of the underlying index rises above the exercise price
of the index warrant, the holder of a call warrant will be entitled to receive a
cash payment from the issuer upon exercise based on the difference between the
value of the index and the exercise price of the warrant; if the value of the
underlying index falls, the holder of a put warrant will be entitled to receive
a cash payment from the issuer upon the exercise based on the difference between
the exercise price of the warrant and the value of the index. The holder of a
warrant would not be entitled to any payments from the issuer at any time when,
in the case of a call warrant, the exercise price is greater than the value of
the underlying index, or, in the case of a put warrant, the exercise price is
less than the value of the underlying index. If a Portfolio were not to exercise
an index warrant prior to its expiration, then the Portfolio would lose the
purchase price paid for the warrant.

      A Portfolio will normally use index warrants in a manner similar to its
use of options on securities indices. The risk of a Portfolio's use of index
warrants are generally similar to those relating to its use of index options.
Unlike most index options, however, index warrants are issued in limited amounts
and are not obligations of a regulated clearing agency, but are backed only by
the credit of the bank or other institution which issues the warrant. Also,
index warrants generally have longer terms than index options. Although a
Portfolio will normally invest only in

                                      B-17
<PAGE>   49
exchange-listed warrants, index warrants are not likely to be as liquid as
certain index options backed by a recognized clearing agency. To the extent such
an investment is deemed to be illiquid by the Sub-Adviser, it will be subject to
the Portfolio's 10% limitation on illiquid investments. In addition, the terms
of index warrants may limit a Portfolio's ability to exercise the warrants at
such time, or in such quantities, as a Portfolio would otherwise wish to do.

STOCK INDEX FUTURES AND OPTIONS THEREON

   
      Each Portfolio (other than the Money Market Portfolio) may purchase and
sell stock index futures contracts and options thereon as a hedge against
changes in market conditions or as a substitute for purchasing or selling a
security position in accordance with the strategies more specifically described
below. Each of these Portfolios presently intends to limit use of futures
contracts so that the aggregate market value of all futures contracts does not
exceed 30% of the Portfolio's total assets.
    

STOCK INDEX FUTURES CHARACTERISTICS AND RISKS

   
      A Portfolio may purchase stock index futures contracts in anticipation of
a significant market or market sector advance. The purchase of a stock index
futures contract affords a hedge against not participating in such advance at a
time when the Portfolio is not fully invested. Such purchase of a futures
contract would serve as a temporary substitute for the purchase of individual
stocks which may then be purchased in a orderly fashion. As such purchases are
made, an equivalent amount of stock index futures contracts would be terminated
by offsetting sales. Similarly stock index futures contracts may be purchased to
maintain the desired percentage of the Portfolios invested in stocks in the
event of a large cash flow into the Portfolio. As cash flow is invested in
individual stocks an equivalent amount of stock index futures contracts would be
sold. In the Foreign Securities Portfolio, stock index futures may also be used
to adjust country exposure.
    

      A Portfolio may sell stock index futures contracts in anticipation of or
in a general market or market sector decline that may adversely affect the
aggregate market value of the securities held in the Portfolio. To the extent
that changes in the Portfolio's market value correlate with changes in a given
stock index, the sale of futures contracts on that index would substantially
reduce the risk to the Portfolio of a market decline and, by so doing, provides
an alternative to the liquidation of securities positions in the Portfolio with
resultant transaction costs. In the event of large cash redemptions, the
Portfolio may sell an equivalent amount of stock index futures contracts to
maintain the desired percentage of the Portfolio invested in stocks. This would
facilitate an orderly sale of individual stocks

                                      B-18
<PAGE>   50
and, as such sales were made, an equivalent amount of stock index futures
contracts would be terminated.

      A Portfolio will incur brokerage fees when it purchases or sells stock
index futures contracts, and it will be required to maintain margin deposits. In
addition, stock index futures contracts entail risks. Although the Trustees
believe that use of such contracts will benefit the Portfolios, if investment
judgment about the general direction in equity prices is incorrect, the overall
performance may be poorer than if such contracts had not been used.

   
      Currently, stock index futures contracts can be purchased or sold with
respect to several indices, including the Standard and Poor's 500 Stock Index on
the Chicago Mercantile Exchange, the New York Stock Exchange Composite Index on
the New York Futures Exchange and the Value Line Composite Stock Index on the
Kansas City Board of Trade. Index futures contracts are also available on a
number of foreign exchanges.
    

   
      Unlike the sale or purchase of a security by a Portfolio, no price is paid
or received by the Portfolio upon the purchase or sale of a stock index futures
contract. Initially, the Portfolio will be required to deposit with the Trust's
Custodian an amount of cash or U.S. Treasury bills equal to a percentage of the
contract amount. This amount is known as initial margin. The nature of initial
margin in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the customer to finance the transactions. Rather, the initial margin is
in the nature of performance bond or good faith deposit on the contract which is
returned to the Portfolio upon termination of the futures contract assuming all
contractual obligations have been satisfied. Subsequent payments, called
variation margin, to and from the broker, will be made on a daily basis as the
price of the underlying stock index fluctuates making the long and short
positions in the futures contract more or less valuable, a process known as
marking to market. For example, when the Portfolio has purchased a stock index
futures contract and the price of the underlying stock index has risen, that
position will have increased in value and the Portfolio will receive from the
broker a variation margin payment equal to the increase in value of the
position. Conversely, where the Portfolio has purchased a stock index futures
contract and the price of the underlying stock index has declined, the position
would be less valuable and the Portfolio would be required to make a variation
margin payment to the broker. At any time prior to expiration of the futures
contract, the Portfolio may elect to close the position by taking an opposite
position which will operate to terminate the Portfolio position in the futures
contract.
    


                                      B-19
<PAGE>   51
      There are several risks in connection with the use of stock index futures
in a Portfolio as a hedging device. One risk arises because of the imperfect
correlation between movements in the price of the stock index future and
movements in the price of the securities which are the subject of the hedge. The
price of the stock index future may move more than or less than the price of the
securities being hedged. If the price of the stock index future moves less than
the price of the securities which are the subject of the hedge, the hedge will
not be fully effective but, if the price of the securities being hedged has
moved in a unfavorable direction, the Portfolio would be in a better position
than if it had not hedged at all. If the price of the securities being hedged
has moved in a favorable direction, this advantage will be partially offset by
the losses on the futures position. If the price of the futures contract moves
more than the price of the securities being hedged, the Portfolio will
experience either a loss or a gain on the futures position which will not be
completely offset by movements in the price of the securities which are the
subject of the hedge. To compensate for the imperfect correlation of movements
in the price of securities being hedged and movements in the price of the stock
index futures, the Portfolio may buy or sell stock index futures contracts in a
greater dollar amount than the dollar amount of securities being hedged if the
historical volatility of the prices of such securities has been greater than the
historical volatility of the futures contract. Conversely, the Portfolio may buy
or sell fewer stock index futures contracts if the historical volatility of the
price of the securities being hedged is less than the historical volatility of
the futures contract.

      Where futures are purchased to hedge against a possible increase in the
price of stock before the Portfolio is able to invest its cash (or cash
equivalents) in stock (or options) in an orderly fashion, it is possible that
the market may decline instead; if the Portfolio then concludes not to invest in
stock or options at that time because of concern as to possible further market
decline or for other reasons, the Portfolio will realize a loss on the futures
contract that is not offset by a reduction in the price of securities purchased.

      In addition to the possibility that there may be an imperfect correlation,
or no correlation at all, between movements in the stock index futures contract
and the portion of the Portfolio being hedged, the price of stock index futures
may not correlate perfectly with movement in the stock index due to certain
market distortions. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit and maintenance requirements, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the index and futures markets. Secondly, from the point of
view of speculators, the deposit requirements in the futures market

                                      B-20
<PAGE>   52
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market and because of the imperfect correlation between movements in the
stock index futures, a correct forecast of general market trends may still not
result in a successful hedging transaction over a very short time frame.

      Positions in stock index futures may be closed out only on an exchange or
board of trade which provides a secondary market for such futures. Although each
Portfolio intends to purchase or sell futures only on exchanges or boards of
trade where there appears to be an active secondary market, there is no
assurance that a liquid secondary market on an exchange or board of trade will
exist for any particular contract or at any particular time. In such event it
may not be possible to close a futures position, and in the event of adverse
price movements, the Portfolio would continue to be required to make daily cash
payments of variation margin. In such circumstances, an increase in the price of
the securities, if any, may partially or completely offset losses on the futures
contract. However, as described above, there is no guarantee that the price of
the securities will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.

      The Portfolios intend to purchase and sell futures contracts on the stock
index for which they can obtain the best price with consideration also given to
liquidity and the correlation of the index to the particular securities being
hedged.

      Successful use of stock index futures by a Portfolio is also subject to
the ability to predict correctly movements in the direction of the market. For
example, if the Portfolio has hedged against the possibility of a decline in the
market adversely affecting stocks held in its Portfolio and stock prices
increase instead, the Portfolio will lose part or all of the benefit of the
increased value of its stocks which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations, if
the Portfolio has insufficient cash, it may have to sell securities to meet the
daily variation margin requirements. Such sales of securities may be, but will
not necessarily be, at increased prices which reflect the rising market. The
Portfolio may have to sell securities at a time when it may be disadvantageous
to do so.

OPTIONS ON STOCK INDEX FUTURES AND RISKS

      In connection with the Portfolios' hedging strategies, each Portfolio
(other than the Money Market Portfolio) may purchase and write options on stock
index futures which are traded on a U.S. exchange or board of trade, in order to
hedge against adverse price

                                      B-21
<PAGE>   53
movements, and enter into closing transactions with respect to such options to
terminate an existing position. Options on stock index futures are similar to
options on stocks except that an option on a stock index future gives the
purchaser the right, in return for the premium paid, to assume a position in a
stock index futures contract (a long position if the option is a call and short
position if the option is put), rather than to purchase or sell stock, at a
specified exercise price at any time during the period of the option. The
purchase of protective put options on a stock index futures contract is
analogous to the purchase of protective puts on individual stocks, where a level
of protection is sought below which no additional economic loss would be
incurred by the Portfolio. Put options on stock index futures may also be
purchased to hedge a Portfolio of stocks. Writing a call option on stock index
futures would provide a partial hedge against declines in the value of the
securities the Portfolio owns (but would also limit potential capital
appreciation in the securities). In addition, writing an option would provide a
Portfolio with income in the form of the option premium.

      The purchase of a call option on a stock index future represents a means
of obtaining temporary exposure to anticipated market appreciation at limited
risk. It is analogous to the purchase of a call option on an individual stock,
which can be used as a substitute for a position in the stock itself. Depending
on the pricing of the option compared to either the price of the futures
contract upon which it is based, or the price of the underlying stock index
itself, it may be less risky than the ownership of the stock index futures or
the underlying stocks. Like the purchase of a stock index future, the Portfolio
would purchase a call option on a stock index future to hedge against a market
advance when the Portfolio is not fully invested.

      Upon exercise of the option, the delivery of the futures position by the
writer of the option to the holder of the option will be accompanied by delivery
of the accumulated balance in the writer's futures margin account which
represents the amount by which the market price of the stock index futures
contract, at exercise, exceeds, in the case of a call, or is less than, in the
case of a put, the exercise price of the option on the stock index future.

      As with options on securities, the holder of an option may terminate his
position by selling an identical option. There is, however, no guarantee that
such closing transactions can be effected. Positions in options on stock index
futures contracts may be closed out only on an exchange or board of trade which
provides a secondary market for such options. Although each Portfolio intends to
purchase or sell options only on exchanges or boards of trade where there
appears to be an active secondary market, there can be no assurance that a
liquid secondary market will exist for any particular option or at any
particular time. In

                                      B-22

<PAGE>   54
such event, it may not be possible to close out an option position, and, if the
Portfolio was the writer of the option, in the event of price movements causing
adverse changes in the value of the option position, the Portfolio would
continue to be required to make daily cash payments of variation margin.

      The ability to establish and close out positions on such options will be
subject to the availability of a liquid secondary market. A Portfolio will not
purchase options on stock index futures on any exchange unless and until, in the
opinion of WMC, the market for such options has developed sufficiently that the
risks in connection with options on futures transactions are not greater than
the risks in connection with stock index futures transactions. Compared to the
use of stock index futures, the purchase of options on stock index futures
contracts involves less potential risk to the Portfolio because the maximum
amount at risk is the premium paid for the options (plus transactions costs).
However, there may be circumstances when the use of an option on a stock index
future would result in a loss to the Portfolio when the use of a stock index
future would not, such as when there is no movement in the level of the index.

LIMITATIONS ON STOCK INDEX FUTURES AND RELATED OPTIONS TRANSACTIONS

      Each Portfolio authorized to invest in these instruments will not engage
in transactions in stock index futures contracts or related options for
speculation but only as a hedge against changes resulting from market conditions
in the values of securities held in the Portfolio or which it intends to
purchase and where the transactions are economically appropriate to the
reduction of risks inherent in the ongoing management of the Portfolio. Each
Portfolio authorized to invest in these instruments presently intends to limit
its transactions so that the aggregate market value of all futures contracts
does not exceed 30% of the Portfolio's total assets. In instances involving the
purchase of stock index futures contracts by those Portfolios, an amount of cash
and cash equivalents, equal to the market value of the futures contracts, will
be deposited in a segregated account with the Portfolio's Custodian or in a
margin account with a broker to collateralize the position and thereby ensure
that the use of such futures is unleveraged. (See "Stock Index Futures and
Options Thereon" for the Portfolios authorized to purchase and sell stock index
futures contracts and options.)

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

      Since investments in companies whose principal business activities are
located outside of the United States will frequently involve currencies of
foreign countries, and since assets of certain Portfolios may temporarily be
held in bank deposits in foreign currencies during the completion of investment
programs, the value of the assets of a Portfolio as measured in U.S. dollars

                                      B-23
<PAGE>   55
may be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations. Although the Portfolio values its assets
daily in terms of U.S. dollars, it does conduct its foreign currency exchange
transactions on a spot (e.g., cash) basis at the spot rate prevailing in the
foreign currency exchange market or through entering into contracts to purchase
or sell foreign currencies at a future date (e.g., a "forward foreign currency"
contract or "forward" contract). It will convert currency on a spot basis from
time to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the "spread") between the prices at
which they are buying and selling various currencies. Thus, a dealer may offer
to sell a foreign currency at one rate, while offering a lesser rate of exchange
should the Portfolio desire to resell that currency to the dealer. The
Portfolios do not intend to speculate in foreign currency exchange rates or
forward contracts, but they are permitted to make prudent investments.

      A forward contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract, agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers. A
forward contract generally has no deposit requirement, and no commissions are
charged for trades.

   
      The Portfolios may enter into forward contracts for the purpose of
adjusting country exposure as a part of an overall investment strategy as a
substitute for purchasing or selling a security, or to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the foreign currency during the period between the date a
foreign security is purchased or sold and the date on which payment is made or
received. Forward contracts may be utilized when the Sub-Adviser believes that
the currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar. In this case, it may enter into a forward contract to
sell, for a fixed amount of U.S. dollars, the amount of foreign currency
approximating the value of some or all of the Portfolio's securities denominated
in such foreign currency.
    

      The projection of short-term hedging strategy is highly uncertain. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated in the longer term investment decisions made with regard to
overall diversification strategies. However, it is important to have the
flexibility to enter into such forward contracts when the best interests of the
Portfolio will be served. The Custodian will maintain, in a segregated account,
an amount of cash or liquid

                                      B-24
<PAGE>   56
securities equal to the Portfolio's commitments under forward contracts except
to the extent they are otherwise "covered." If the value of the securities
declines, additional cash or securities will be segregated on a daily basis so
that the value will equal the amount of the Portfolio's commitments with respect
to such contracts.

      The Portfolios generally will not enter into a forward contract with a
term of greater than one year. At the maturity of a forward contract, a
Portfolio may either sell the portfolio security and make delivery of the
foreign currency, or it may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an "offsetting"
contract with the same currency trader obligating it to purchase, on the same
maturity date, the same amount of the foreign currency.

      It is impossible to forecast with precision the market value of portfolio
securities at the expiration of the contract. Accordingly, if a decision is made
to sell the security and make delivery of the foreign currency it may be
necessary to purchase additional foreign currency on the spot market (and bear
the expense of such purchase), if the market value of the security is less than
the amount of foreign currency the Portfolio is obligated to deliver.
Conversely, it may be necessary to sell on the spot market some of the foreign
currency received upon the sale of the portfolio security if its market value
exceeds the amount of foreign currency the Portfolio is obligated to deliver.

      If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or loss (as described
below) to the extent that there has been movement in forward contract prices. If
the Portfolio engages in an offsetting transaction, it may subsequently enter
into a new forward contract to sell the foreign currency. Should forward prices
decline during the period between entering into a forward contract for the sale
of the foreign currency and the date it enters into an offsetting contract for
the purchase of the foreign currency, the Portfolio will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the
Portfolio will suffer a loss to the extent that the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.

      The Portfolios are not required to enter into such transactions with
regard to its foreign currency-denominated securities and will not do so unless
deemed appropriate by the Sub-Adviser. It also should be realized that this
method of protecting the value of securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the
securities. It simply establishes a rate of exchange which one can achieve at
some future point in time. Additionally,

                                      B-25
<PAGE>   57
although such contracts tend to minimize the risk of loss due to a decline in
the value of the hedged currency, at the same time, they tend to limit any
potential gain which might result should the value of such currency increase.

      American Depositary Receipts ("ADRs"), Global Depositary Receipts
("GDRs"), and other forms of depositary receipts for securities of foreign
issuers provide an alternative method for the Portfolios to make foreign
investments. These securities will not be denominated in the same currency as
the securities into which they may be converted. Generally, ADRs, in registered
form, are designed for use in U.S. securities markets and GDRs, in bearer form,
are designed for use in non-U.S. securities markets. ADRs are receipts typically
issued by a U.S. bank or trust company evidencing ownership of the underlying
securities. GDRs are Global receipts evidencing a similar arrangement.

LOANS OF PORTFOLIO SECURITIES

      Consistent with applicable regulatory requirements, the Growth and Income
Portfolio may lend portfolio securities in amounts up to 33% of total assets to
brokers, dealers and other financial institutions, provided, that such loans are
callable at any time by the Portfolio and are at all times secured by cash or
equivalent collateral that is equal to at least the market value, determined
daily, of the loaned securities. In lending its portfolio securities, the
Portfolio receives income while retaining the securities' potential for capital
appreciation. The advantage of such loans is that the Portfolio continues to
receive the interest and dividends on the loaned securities while at the same
time earning interest on the collateral, which will be invested in short-term
obligations. A loan may be terminated by the borrower on one business day's
notice or by the Portfolio at any time. If the borrower fails to maintain the
requisite amount of collateral, the loan automatically terminates, and the
Portfolio could use the collateral to replace the securities while holding the
borrower liable for any excess of replacement cost over collateral. As with any
extensions of credit, there are risks of delay in recovery and in some cases
even loss of rights in the collateral should the borrower of the securities fail
financially. However, these loans of portfolio securities will only be made to
firms deemed by the Sub-Adviser to be creditworthy. On termination of the loan,
the borrower is required to return the securities to the Portfolio; and any gain
or loss in the market price of the loaned security during the loan would inure
to the Portfolio. The Portfolio will pay reasonable finders', administrative and
custodial fees in connection with a loan of its securities or may share the
interest earned on collateral with the borrower.

      Since voting or consent rights which accompany loaned securities pass to
the borrower, the Portfolio will follow the policy of calling the loan, in whole
or in part as may be

                                      B-26
<PAGE>   58
appropriate, to permit the exercise of such rights if the matters involved would
have a material effect on the Portfolio's investment in the securities which are
the subject of the loan.

INTEREST-RATE SWAP TRANSACTIONS

      The Growth and Income Portfolio, Fixed Income Portfolio, Foreign
Securities Portfolio, High Yield Portfolio, Natural Resources Portfolio,
Multi-Asset Portfolio and Strategic Multi-Asset Portfolio may each enter into
interest rate swaps. Interest rate swaps involve the exchange by a Portfolio
with another party of their respective commitments to pay or receive interest,
for example, an exchange of floating rate payments for fixed-rate payments. A
Portfolio expects to enter into these transactions primarily to preserve a
return or spread on a particular investment or portion of its portfolio or to
protect against any increase in the price of securities a Portfolio anticipates
purchasing at a later date. A Portfolio intends to use these transactions as a
hedge and not as a speculative investment. The risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the
portfolio is contractually obligated to make and will not exceed 5% of a
Portfolio's net assets. The use of interest rate swaps may involve investment
techniques and risks different from those associated with ordinary portfolio
transactions. If the Adviser is incorrect in its forecast of market values,
interest rates and other applicable factors, the investment performance of the
Portfolio would diminish compared to what it would have been if the investment
technique was never used.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

      The following descriptions of commercial paper ratings have been published
by Standard and Poor's and Moody's, respectively.

      Commercial paper rated A by Standard and Poor's is regarded by Standard
and Poor's as having the greatest capacity for timely payment. Issues rated A
are further refined by use of the numbers 1+, 1, 2, and 3 to indicate the
relative degree of safety. Issues rated A-1+ are those with an "overwhelming
degree" of credit protection. Those rated A-1 reflect a "very strong" degree of
safety regarding timely payment. Those rated A-2 reflect a "strong" degree of
safety regarding timely payment but not as high as A-1.

      Moody's employs designations to indicate the relative repayment capacity
of rated issuers as follows:

            Prime-1                 Highest Quality
            Prime-2                 Higher Quality




                                      B-27
<PAGE>   59
DISCOUNT BONDS, CONVERTIBLE BONDS AND PREFERRED STOCKS

      Discount bonds are bonds issued below par, or trading below par, where the
yield to maturity is greater than the current yield. Zero coupon bonds are bonds
which pay no current coupon, but where income is accrued during the passage of
time and the bond, as a result of this accrued interest, should increase in
value from purchase price to maturity value. The sale of a zero coupon bond on
an interim basis, between purchase and maturity, may result in a cash gain or
loss depending on market conditions; and payment of any cash return depends on
the issuer's ability to meet maturity requirements on maturity date.

      Convertible bonds and preferred stocks are fixed-income instruments which
provide for the regular payment of a coupon or dividend, but which also allow
the holder to convert the holding into shares of the underlying common stock.
Thus the valuation of prospective return of these instruments is some
combination of the current yield resulting from coupon or dividend payment, and
capital appreciation (or depreciation) resulting from movement of the underlying
common stock and market evaluation of conversion features. Certain issuers issue
bonds or preferred stocks with warrants, enabling the holder to purchase the
issuer's common stock or other securities. These "synthetic convertibles" will
be used when the Sub-Adviser finds the combination of current return and capital
appreciation potential relatively attractive. Warrants and common stocks are
intended for purchase only where fixed-income securities of the issuer are also
owned or expected to be purchased by the Portfolio.

CERTAIN RISK FACTORS RELATING TO HIGH-YIELD (HIGH-RISK) BONDS

      The descriptions below are intended to supplement the material
in the Prospectus under "Investment Objectives and Policies."

      SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES - High-yield bonds are
      very sensitive to adverse economic changes and corporate developments.
      During an economic downturn or substantial period of rising interest
      rates, highly leveraged issuers may experience financial stress that would
      adversely affect their ability to service their principal and interest
      payment obligations, to meet projected business goals, and to obtain
      additional financing. If the issuer of a bond defaulted on its obligations
      to pay interest or principal or entered into bankruptcy proceedings, the
      Portfolio may incur losses or expenses in seeking recovery of amounts owed
      to it. In addition, periods of economic uncertainty and change can be
      expected to result in increased volatility of market prices of high-yield
      bonds and the Portfolio's net asset value.

      PAYMENT EXPECTATIONS - High-yield bonds may contain redemption
      or call provisions.  If an issuer exercised these provisions

                                      B-28
<PAGE>   60
      in a declining interest rate market, the Portfolio would have to replace
      the security with a lower yielding security, resulting in a decreased
      return for investors. Conversely, a high-yield bond's value will decrease
      in a rising interest rate market, as will the value of the Portfolio's
      assets. If the Portfolio experiences unexpected net redemptions, this may
      force it to sell high-yield bonds without regard to their investment
      merits, thereby decreasing the asset base upon which expenses can be
      spread and possibly reducing the Portfolio's rate of return.

      LIQUIDITY AND VALUATION - There may be little trading in the secondary
      market for particular bonds, which may affect adversely the Portfolio's
      ability to value accurately or dispose of such bonds. Adverse publicity
      and investor perceptions, whether or not based on fundamental analysis,
      may decrease the values and liquidity of high-yield bonds, especially in a
      thin market.

FURTHER INFORMATION ABOUT THE TARGET '98 PORTFOLIO

      As stated in the Prospectus, the objective of the Target '98 Portfolio is
to achieve a predictable compounded investment return for a specified period of
time, consistent with the preservation of capital. This discussion provides a
more detailed explanation of the investment policies that will be employed to
manage this Portfolio.

      If the Target '98 Portfolio held only stripped securities that were
obligations of the United States Government, maturing on the Maturity Date, the
compounded investment return of the Portfolio from the date of initial
investment until the Maturity Date could be calculated arithmetically with a
relatively high degree of accuracy. However, by (i) including stripped corporate
obligations and current interest bearing debt obligations; (ii) permitting
investment in highly liquid short-term debt obligations; and (iii) actively
managing the Portfolio, the accuracy of the predicted investment return is
reduced somewhat. The reduction in accuracy is mitigated by: targeting the
maturity dates of the Portfolio's investments to its Maturity Date; purchasing
call-protected securities; and performing fundamental credit analysis to reduce
credit risk.

      The receipt of the current income introduces reinvestment risk.
Reinvestment risk is the risk that the payments received will not be reinvested
at interest rates that are as high or higher than needed to achieve the
predicted compounded investment return. Because the Portfolio employs a policy
of utilizing current income to meet its expenses, reinvestment risk is reduced.
If the Portfolio were comprised only of zero coupon securities, principal would
have to be liquidated to meet expenses, thereby compromising

                                      B-29
<PAGE>   61
the objective of providing a predictable compounded investment return.

      The Sub-Adviser's goal in selecting current interest bearing debt
obligations for the Portfolio is to seek to maximize call protection and to
minimize the risk that the issuers of portfolio securities will default on their
obligation to pay or that the securities rating will be downgraded by Moody's or
Standard and Poor's. Accordingly, the Sub-Adviser intends to select
investment-grade debt obligations with call protection. The Portfolio is limited
to investments in obligations within the four highest categories assigned by
Moody's or by Standard and Poor's. Nevertheless, credit risks cannot be
completely eliminated. If an issuer defaults on its obligation to pay principal
or interest, the Portfolio's value may be adversely affected.

      As stated in the Prospectus, the Portfolio is authorized to invest in
dollar denominated obligations of foreign issuers or obligations or domestic
issuers that trade in foreign markets. The risks of investing outside of the
United States are highlighted in the Prospectus and explained herein under the
following sections: Foreign Money Market Instruments, Foreign Securities and
Foreign Currency Exchange Transactions.

                             INVESTMENT RESTRICTIONS

      The Trust has adopted the following restrictions relating to the
investment of assets of the Money Market, Fixed Income, Government and Quality
Bond, High Yield, Target '98, Growth and Income, Foreign Securities, Growth,
Capital Appreciation, Natural Resources, Multi-Asset and Strategic Multi-Asset
Portfolios. These are fundamental policies and may not be changed without the
approval of the holders of a majority of the outstanding voting shares of each
Portfolio affected (which for this purpose and under the 1940 Act, means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares). A change in policy affecting only one Portfolio may be
effected with the approval of a majority of the outstanding shares of such
Portfolio. Except as otherwise indicated, none of the twelve Portfolios may:

      1.    Purchase any security (other than obligations of the U.S.
            Government, its agencies or instrumentalities) if as a
            result more than 5% of the Portfolio's total assets
            (taken at current value) would then be invested in
            securities of a single issuer, or more than 25% of its
            total assets (taken at current value) would then be
            invested in a single industry with the exception of the
            Money Market Portfolio which intends to concentrate its
            investments in the banking industry, and the Natural
            Resources Portfolio which intends to concentrate its

                                      B-30
<PAGE>   62
            investments in the securities of companies in gold-
            related industries.

      2.    Purchase securities on margin (but the Trust may obtain such
            short-term credits as may be necessary for the clearance of
            purchases and sales of securities).

      3.    Make short sales of securities or maintain a short
            position.

      4.    Purchase any security if, as a result, the Portfolio would then hold
            more than 10% of the outstanding voting securities of an issuer.

      5.    Purchase any security, if as a result, the Portfolio would then have
            more than 5% of its total assets (taken at current value) invested
            in securities of companies (including predecessors) that are less
            than three years old.

      6.    Purchase or retain securities of any company if, to the knowledge of
            the Trust, Officers and Trustees of the Trust and officers and
            directors of WMC or SAAMCo who individually own more than 1/2 of 1%
            of the securities of that company together own beneficially more
            than 5% of such securities.

      7.    Buy or sell commodities or commodity contracts (except financial
            futures as described herein) or, with the exception of the Natural
            Resources Portfolio, real estate or interests in real estate,
            although a Portfolio may purchase and sell securities which are
            secured by real estate and securities of companies which invest or
            deal in real estate.

      8.    Act as underwriter except to the extent that, in connection with the
            disposition of portfolio securities, a Portfolio may be deemed to be
            an underwriter under certain Federal securities laws.

      9.    Make investments for the purpose of exercising control or
            management.

      10.   Purchase any security restricted as to disposition under Federal
            securities laws, if as a result, a Portfolio would have more than
            10% of its total assets (taken at current value) invested in
            securities for which market quotations are not readily available and
            in repurchase agreements with a maturity of longer than seven days.

      11.   Invest in securities of other investment companies,
            except as part of a merger, consolidation or other

                                      B-31
<PAGE>   63
            acquisition, with the exception of the Natural Resources
            Portfolio.

      12.   With the exception of the Natural Resources Portfolio, invest in
            interests in oil, gas or other mineral exploration or development
            programs, although to the extent consistent with its investment
            objectives and policies, a Portfolio may invest in the publicly
            traded securities of companies which invest in or sponsor such
            programs.

      13.   Make loans, except through (a) the purchase of bonds,
            debt obligations such as GNMA securities, debentures,
            commercial paper, corporate notes, and similar evidences
            of indebtedness of a type commonly sold to financial
            institutions (subject to the limitation in paragraph 11
            above); and (b) repurchase agreements (subject to the
            limitation in paragraph 11 above).  The purchase of a
            portion of an issue of securities described under (a)
            above distributed publicly, whether or not the purchase
            is made on the original issuance, is not considered the
            making a loan.

      14.   Borrow money or pledge Portfolio assets except for
            temporary or emergency purposes and then only in an
            amount not in excess of 10% of the value of its assets in
            which case it may pledge, mortgage or hypothecate any of
            its assets as security for such borrowing, but not to an
            extent greater than 5% of the value of the assets, except
            with respect to the Foreign Securities Portfolio or
            Natural Resources Portfolio which may borrow money or
            pledge its assets in an amount not in excess of 20% of
            the value of its assets.  No more than 5% of the assets
            of each Portfolio may be borrowed from non-banks.
            (Neither the deposit in escrow of underlying securities
            in connection with the writing of call options, nor the
            deposit of U.S. Treasury bills in escrow in connection
            with the writing of put options, nor the deposit of cash
            and cash equivalents in a segregated account with the
            Trust's Custodian or in a margin account with a broker in
            connection with futures, or related options transactions
            or in connection with the writing of call and put options
            in spread transactions, is deemed to be a pledge.)

      15.   Write, purchase or sell puts, calls or combinations thereof on
            stocks, except as described under Investment Objectives and Policies
            with respect to the Growth, Capital Appreciation, Growth and Income,
            Fixed Income, High Yield, Multi-Asset, Strategic Multi-Asset and
            Natural Resources Portfolios.



                                      B-32
<PAGE>   64
                        SUNAMERICA ASSET MANAGEMENT CORP.

      SunAmerica Asset Management Corp. ("SAAMCo"), The SunAmerica Center, 733
Third Avenue, New York, New York 10017-3204, has been retained pursuant to an
Investment Advisory and Management Agreement (the "Advisory Agreement") to
supervise the management and investment programs of the Foreign Securities,
Capital Appreciation, Growth, Natural Resources, Growth and Income, High Yield,
Target '98, Fixed Income, Government and Quality Bond, Strategic Multi-Asset,
Multi-Asset, and Money Market Portfolios of the Trust.

      The Advisory Agreement continues in effect from year to year, in
accordance with its terms, only so long as such continuance is specifically
approved at least annually by the Board of Trustees or by vote of a majority of
the outstanding voting securities of the Trust. The Advisory Agreement may be
terminated, as to any Portfolio named therein at any time, without the payment
of any penalty, by the Trustees or by a vote of a majority of the outstanding
shares of the Trust or of any Portfolio of the Trust, on not less than thirty
(30) days or more than sixty (60) days' prior written notice to SAAMCo, or by
SAAMCo, on ninety (90) days' prior written notice to the Trust. The Advisory
Agreement terminates automatically in the event of its assignment.

   
      SAAMCo is engaged in providing investment advice and management services
to the Trust, other mutual funds, pension funds, and related assets and programs
offered by the affiliated companies of SunAmerica Inc. SAAMCo also provides
investment advice to individual companies and clients. As of December 31, 1996,
SAAMCo and its affiliates manage, advise and/or administer approximately $9.1
billion of assets. SAAMCo provides investment advisory services, office space,
and other facilities for the management of the Trust's affairs, and pays all
compensation of officers and Trustees of the Trust who are "interested persons"
of SAAMCo. The Trust pays all other expenses incurred in the operation of the
Trust, including fees and expenses of disinterested Trustees of the Trust,
except those affirmatively undertaken by SAAMCo or WMC.
    

      The Advisory Agreement provides that SAAMCo shall act as investment
adviser to the Trust, manage the Trust's investments, administer its business
affairs, furnish offices, necessary facilities and equipment, provide clerical,
bookkeeping and administrative services, and permit any of SAAMCo's officers or
employees to serve without compensation as Trustees or officers of the Trust if
duly elected to such positions. Under the Advisory Agreement, the Trust agrees
to assume and pay certain charges and expenses of its operations, including: the
compensation of the Trustees (other than those affiliated with SAAMCo or WMC),
the charges and expenses of independent accountants, legal counsel, expenses of
registering or qualifying shares for sale, any transfer

                                      B-33
<PAGE>   65
or dividend disbursing agent, any registrar of the Trust, the Custodian
(including fees for safekeeping of securities), costs of calculating net asset
value, all costs of acquiring and disposing of portfolio securities, interest
(if any) on obligations incurred by the Trust, membership dues in the Investment
Company Institute or any similar organization, reports and notices to
shareholders, miscellaneous expenses and all taxes and fees to Federal, state or
other governmental agencies.

      Each Portfolio pays its actual expenses for custodian services and a
portion of the Custodian's costs determined by the ratio of portfolio assets to
the total assets of the Trust, brokerage commissions or transaction costs, and
registration fees. Subject to supervision of the Board of Trustees, fees for
independent accountants, legal counsel, costs of reports of notices to
shareholders will be allocated based on the relative net assets of each
Portfolio. With respect to audit or legal fees clearly attributable to one
Portfolio, they will be assessed, subject to review by the Board of Trustees,
against that Portfolio.

      With respect to the investment advisory fees, SAAMCo has agreed to waive
its fees to the extent necessary so that the fees actually collected reflect the
fee schedules set forth below at the following annual percentages of each
portfolio's average daily net assets (other than the Natural Resources
Portfolio, for which no fee waiver is in effect):

<TABLE>
<CAPTION>
                                           AVERAGE DAILY           MANAGEMENT
PORTFOLIO                                   NET ASSETS                FEE
- ---------                                   ----------                ---
<S>                                       <C>                        <C>
Foreign Securities                        $0-$100 million            .900%
                                          > $100 million             .825%
                                          > $250 million             .750%
                                          > $500 million             .700%

Capital Appreciation                      $0-$100 million            .750%
                                          > $100 million             .675%
                                          > $250 million             .625%
                                          > $500 million             .600%

Growth                                    $0-$250 million            .750%
                                          > $250 million             .675%
                                          > $500 million             .600%

Growth and Income                         $0-$100 million            .700%
                                          > $100 million             .650%
                                          > $250 million             .600%
                                          > $500 million             .575%
</TABLE>


                                      B-34
<PAGE>   66
<TABLE>
<CAPTION>
                                          AVERAGE DAILY           MANAGEMENT
PORTFOLIO                                   NET ASSETS                FEE
- ---------                                   ----------                ---
<S>                                       <C>                       <C>
Strategic Multi-Asset,
Multi-Asset                               $0-$200 million           1.000%
                                          > $200 million             .875%
                                          > $500 million             .800%

High Yield                                $0-$250 million            .700%
                                          > $250 million             .575%
                                          > $500 million             .500%

Target '98                                $0-$100 million            .625%
                                          > $100 million             .570%
                                          > $250 million             .525%
                                          > $500 million             .500%

Government & Quality Bond,
Fixed Income                              $0-$200 million            .625%
                                          > $200 million             .575%
                                          > $500 million             .500%

Money Market                              $0-$150 million            .500%
                                          > $150 million             .475%
                                          > $250 million             .450%
                                          > $500 million             .425%
</TABLE>



                                      B-35
<PAGE>   67
   
      The following table sets forth the total advisory fees earned by the
Adviser from each Portfolio pursuant to the Advisory Agreement for the fiscal
years ended December 31, 1996, 1995, and 1994.
    

   
                                  ADVISORY FEES

<TABLE>
<CAPTION>
               FUND                     1996           1995            1994
               ----                     ----           ----            ----
<S>                                 <C>            <C>            <C>
Foreign Securities Portfolio        $  473,257     $  525,490     $  683,712
                                    ----------     ----------     ----------
Capital Appreciation Portfolio      $3,030,849     $1,992,705     $1,416,274
                                    ----------     ----------     ----------
Growth Portfolio                    $2,393,836     $2,044,069     $1,991,742
                                    ----------     ----------     ----------
Natural Resources Portfolio         $  302,086     $  195,327     $  162,953
                                    ----------     ----------     ----------
Growth and Income Portfolio         $  220,009     $  229,671     $  284,177
                                    ----------     ----------     ----------
Strategic Multi-Asset Portfolio     $  597,679     $  640,025     $  713,262
                                    ----------     ----------     ----------
Multi-Asset Portfolio               $1,569,359     $1,671,735     $1,840,983
                                    ----------     ----------     ----------
High Yield Portfolio                $  313,621     $  346,773     $  408,977
                                    ----------     ----------     ----------
Target '98 Portfolio                $   72,086     $   98,847     $  127,107
        --                          ----------     ----------     ----------
Fixed Income Portfolio              $  152,430     $  174,815     $  213,577
                                    ----------     ----------     ----------
Government and Quality Bond
Portfolio                           $1,392,653     $1,346,394     $1,554,525
                                    ----------     ----------     ----------
Money Market Portfolio              $  432,146     $  569,193     $  662,202
                                    ----------     ----------     ----------
</TABLE>
    


                           PERSONAL SECURITIES TRADING

      The Trust and the Adviser have adopted a written Code of Ethics (the "Code
of Ethics") which prescribes general rules of conduct and sets forth guidelines
with respect to personal securities trading by "Access Persons" thereof. An
Access Person as defined in the Code of Ethics is an individual who is a
trustee, director, officer, general partner or advisory person of the Trust or
the Adviser. The guidelines on personal securities trading include: (i)
securities being considered for purchase or sale, or purchased or sold, by any
Investment Company advised by the Adviser, (ii) Initial Public Offerings, (iii)
private placements, (iv) blackout periods, (v) short-term trading profits, (vi)
gifts, and (vii) services as a director. These guidelines are substantially
similar to those contained in the Report of the Advisory Group on Personal
Investing issued by the Investment Company Institute's Advisory Panel.


                                      B-36
<PAGE>   68
      Finally, the Sub-Adviser has adopted a written Code of Ethics, the
provisions of which are materially similar to those in the Adviser's Code of
Ethics, and has undertaken to comply with the provisions of the Adviser's Code
of Ethics to the extent such provisions are more restrictive. Further, the
Sub-Adviser reports to the Adviser, on a quarterly basis, as to whether there
were any Code of Ethics violations by employees thereof who may be deemed Access
Persons of the Trust. In turn, the Adviser reports to the Board of Trustees as
to whether there were any violations of the Code of Ethics by Access Persons of
the Trust or the Adviser.


                          WELLINGTON MANAGEMENT COMPANY

   
      Wellington Management Company, LLP serves as Sub-Adviser for all of the
Portfolios of the Trust, pursuant to the Sub-Advisory Agreement approved by
shareholders of each of the Portfolios at a meeting held on February 13, 1990.
(See "Wellington Management Company, LLP" in the Prospectus for additional
information concerning the Sub-Adviser.)
    

   
      The following table sets forth the total sub-advisory fees received by
WMC, as reported to the Trust by SAAMCo, for each Portfolio pursuant to the
Sub-Advisory Agreement for the fiscal years ended December 31, 1996, 1995, and
1994.
    


   
                                SUB-ADVISORY FEES
<TABLE>
<CAPTION>

               FUND                      1996           1995           1994
               ----                      ----           ----           ----
<S>                                 <C>            <C>            <C>
Foreign Securities Portfolio        $  206,599     $  223,066     $  271,412
                                    ----------     ----------     ----------
Capital Appreciation Portfolio      $1,057,476     $  736,837     $  559,914
                                    ----------     ----------     ----------
Growth Portfolio                    $  766,639     $  637,763     $  622,372
                                    ----------     ----------     ----------
Natural Resources Portfolio         $  140,974     $   91,152     $   76,045
                                    ----------     ----------     ----------
Growth and Income Portfolio         $  102,147     $  106,633     $  131,939
                                    ----------     ----------     ----------
Strategic Multi-Asset Portfolio     $  169,536     $  178,005     $  192,652
                                    ----------     ----------     ----------
Multi-Asset Portfolio               $  310,404     $  325,760     $  351,373
                                    ----------     ----------     ----------
High Yield Portfolio                $  134,409     $  148,328     $  168,345
                                    ----------     ----------     ----------
Target '98 Portfolio                $   25,951     $   35,585     $   45,759
                                    ----------     ----------     ----------
Fixed Income Portfolio              $   54,875     $   62,934     $   76,888
                                    ----------     ----------     ----------
Government and Quality Bond
Portfolio                           $  299,809     $  291,764     $  327,961
                                    ----------     ----------     ----------
Money Market Portfolio              $   64,822     $   85,379     $   99,364
                                    ----------     ----------     ----------
</TABLE>
    

                                      B-37
<PAGE>   69
                       OFFICERS AND TRUSTEES OF THE TRUST
   
      The following table lists the Trustees and executive officers of the
Trust, their ages, business addresses and principal occupations during the past
five years. The SunAmerica Mutual Funds consist of SunAmerica Equity Funds,
SunAmerica Income Funds, SunAmerica Money Market Funds, Inc. and Style Select
Series, Inc. An asterisk indicates those Trustees who may be deemed to be
"interested persons" of the Trust as that term is defined in the 1940 Act.
    
   
<TABLE>
<CAPTION>
                              Position          Principal Occupations
Name, Age and Address         with the Fund     During Past 5 Years
- ---------------------         -------------     -------------------

<S>                           <C>               <C>
S. James Coppersmith, 64      Trustee           Formerly, President and
7 Elmwood Road                                  General Manager, WCVB-TV,a
Marblehead, MA  01945                           division of the Hearst
                                                Corporation from 1982 to 1994
                                                (retired); Director/Trustee of
                                                the SunAmerica Mutual Funds.

Samuel M. Eisenstat, 56       Trustee and       Attorney in private
430 East 86 Street            Chairman of       practice;   Trustee of RPS
New York, NY  10028           the Board         Realty Trust since
                                                December 1988; Director of Volt
                                                Information Sciences Funding,
                                                Inc., a subsidiary of Volt
                                                Information Sciences, Inc. since
                                                October 1993; Director/Trustee
                                                and Chairman of the Boards of
                                                the SunAmerica Mutual Funds.

Stephen J. Gutman, 53         Trustee           Chairman of the Board,
340 East 79 Street                              Chief Operating and
New York, NY  10021                             Executive Officer of Beau
                                                Brummel Casuals Limited, Inc., a
                                                menswear special retailer since
                                                May 1989; Director/Trustee of
                                                the SunAmerica Mutual Funds.

Peter A. Harbeck*, 43         Trustee and       President, SAAMCo
The SunAmerica Center         President         and SunAmerica Capital
733 Third Avenue                                Services, Inc.    ("SACS")
New York, NY 10017-3204                         since August, 1995;
                                                Director and Chief
                                                Operating Officer of SAAMCo
                                                and President of SunAmerica
</TABLE>
    

                                      B-38
<PAGE>   70
   
<TABLE>
<S>                           <C>               <C>
                                                Fund Services, Inc., ("SAFS")
                                                since May 1988; President of
                                                SunAmerica Mutual Funds;
                                                Executive Vice President of
                                                SAAMCo, from May 1988 to August
                                                1995; Executive Vice President,
                                                SACS, from November 1991 to
                                                August 1995; and Director,
                                                Resources Trust Company.

Nancy Kelly, 46               Vice              Vice President and Head
The SunAmerica Center         President         Trader, SAAMCo, since April
733 Third Avenue                                1994; formerly, Vice
New York, NY 10017-3204                         President, Whitehorne & Co.
                                                Ltd. (1991- 1994); Sales
                                                Trader, Lynch Jones & Ryan
                                                (1992-1994).

Peter C. Sutton, 32           Treasurer         Vice President, SAAMCo,
The SunAmerica Center                           since September 1994;
733 Third Avenue                                Treasurer, SunAmerica
New York, NY 10017-3204                         Mutual Funds (since
                                                February 1996 and Style
                                                Select Series, Inc. since
                                                September 1996; Vice
                                                President, SunAmerica
                                                Series Trust and Anchor
                                                Pathway Fund, since
                                                 October 1994; Controller,
                                                SunAmerica Mutual Funds (March
                                                1993 - February 1996) and
                                                Assistant Controller, SunAmerica
                                                Mutual Funds(1990-1993).

Robert M. Zakem, 39           Secretary         Senior Vice President and
The SunAmerica Center                           General Counsel of SAAMCo,
733 Third Avenue                                since April 1993; Executive
New York, NY 10017-3204                         Vice  President and
                                                Director, SACS, since February
                                                1993; and Vice President of
                                                SAFS, since January 1994;
                                                Formerly, Vice President and
                                                Associate General Counsel,
                                                SAAMCo, from March 1992 to April
                                                1993; Associate, Piper & Marbury
                                                from 1989 to 1992.
</TABLE>
    


                                      B-39
<PAGE>   71
      Each of the non-affiliated Trustees is entitled to compensation from the
Trust consisting of an annual fee of $20,000 in addition to reimbursement of
out-of-pocket expenses in connection with attendance at meetings of the
Trustees. In addition, Mr. Eisenstat receives an aggregate of $2,000 in annual
compensation for serving as Chairman of the Board of the Trust. These expenses
are allocated on the basis of the relative net assets of each Portfolio.
Officers are compensated by SAAMCo or its affiliates and receive no compensation
from the Trust.

      In addition, each non-affiliated Trustee also serves on the Audit
Committee of the Board of Trustees. Each member of the Audit Committee receives
an aggregate of $5,000 in annual compensation for serving on the Audit
Committees of all of the SunAmerica Mutual Funds and the Trust. With respect to
the Trust, each member of the Audit Committee receives a pro rata portion of the
$5,000 annual compensation, based on the relative net assets of the Trust. The
Trust also has a Nominating Committee, comprised solely of non-affiliated
Trustees, which recommends to the Trustees those persons to be nominated for
election as Trustees by shareholders and selects and proposes nominees for
election by Trustees between shareholders' meetings. Members of the Nominating
Committee serve without compensation.

      The Trustees (and Directors) of the SunAmerica Mutual Funds and the Trust
have adopted the SunAmerica Disinterested Trustees' and Directors' Retirement
Plan (the "Retirement Plan") effective January 1, 1993 for the unaffiliated
Trustees. The Retirement Plan provides generally that if a non-affiliated
Trustee who has at least 10 years of consecutive service as a non-affiliated
Trustee of any of the SunAmerica Mutual Funds (an "Eligible Trustee") retires
after reaching age 60 but before age 70 or dies while a Trustee, such person
will be eligible to receive a retirement or death benefit from each SunAmerica
mutual fund with respect to which he or she is an Eligible Trustee. As of each
birthday, prior to the 70th birthday, each Eligible Trustee will be credited
with an amount equal to (i) 50% of his or her regular fees (excluding committee
fees) for services as a Disinterested Trustee of each SunAmerica mutual fund for
the calendar year in which such birthday occurs, plus (ii) 8.5% of any amounts
credited under clause (i) during prior years. An Eligible Trustee may receive
any benefits payable under the Retirement Plan, at his or her election, either
in one lump sum or in up to fifteen annual installments.

      As of January 31, 1997, the Trustees and officers of the Trust owned in
the aggregate, less than 1% of the Trust's total outstanding shares.

      The following table sets forth information summarizing the compensation of
each disinterested Trustee for his services as Trustee for the fiscal year ended
December 31, 1996. Neither the Trustees who are interested persons of the Trust
nor any officers of the Trust receive any compensation.




                                      B-40
<PAGE>   72
   
                               COMPENSATION TABLE

<TABLE>
<CAPTION>
                                             PENSION OR         TOTAL
                                             RETIREMENT         COMPENSATION
                            AGGREGATE        BENEFITS           FROM REGISTRANT
                            COMPENSATION     ACCRUED AS         AND FUND
                            FROM             PART OF FUND       COMPLEX PAID TO
TRUSTEE                     REGISTRANT       EXPENSES*          TRUSTEES*
- -------                     ----------       ---------          ---------
<S>                         <C>              <C>                <C>
S. James Coppersmith        $22,560          $35,315            $65,000
                            -------          -------            -------
Samuel M. Eisenstat         $24,535          $31,099            $65,000
                            -------          -------            -------
Stephen J. Gutman           $22,560          $32,200            $65,000
                            -------          -------            -------
</TABLE>

 * Information is as of December 31, 1996 for the five investment companies in
   the complex which pay fees to these directors/trustees. The complex consists
   of the SunAmerica Mutual Funds and Anchor Series Trust.
    
                                    CUSTODIAN

      State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, Massachusetts is the Custodian of the Trust. As Custodian, State Street
holds all securities and cash owned by the Trust, and receives for the Trust all
payments of income, payments of principal or capital distribution received by it
with respect to securities owned by the Trust and receives the payment for the
shares issued by the Trust. The Custodian releases and delivers securities and
cash upon proper instructions from the Trust.

                             INDEPENDENT ACCOUNTANTS

      Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York,
serves as independent accountants to the Trust and, in that capacity, audits the
annual financial statements of the Trust.

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

      All purchase and sale orders of securities for the Portfolios are placed
on behalf of the Trust by the Sub-Adviser. If the securities in which a
particular Portfolio invests are traded primarily in the over-the-counter
market, then the Portfolio may deal directly with the broker-dealers who make a
market in the securities involved unless better prices and execution are
available elsewhere. These brokers may also furnish brokerage and research
services, including advice as to the advisability of investing in securities,
securities analysis and reports.

      Broker-dealers involved in the execution of portfolio transactions on
behalf of the Trust are selected on the basis of their professional capability
and the value and quality of their services. In selecting such broker-dealers,
the Sub-Adviser will

                                      B-41
<PAGE>   73
consider various relevant factors, including, but not limited to, the size and
type of the transaction; the nature and character of the markets in which the
security can be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer; the broker-dealer's
execution services rendered on a continuing basis; and the reasonableness of any
commissions.

      The Trust reserves the right to effect portfolio transactions through
broker-dealers affiliated with the Adviser, acting as agent and not as
principal, provided that any commissions, fees or other remuneration received by
affiliated brokers are within the limitations set forth in the 1940 Act and are
reasonable and fair compared to the commissions, fees or other remuneration paid
to other brokers in connection with comparable transactions involving similar
securities being purchased or sold on an exchange during a comparable period of
time. The Adviser, subject to applicable laws and regulations, may also consider
the willingness of particular brokers to sell the Variable Contracts as a factor
in the selection of brokers for its portfolio transactions.

      Brokers may be selected to provide brokerage or research services to the
Trust or other accounts over which WMC or SAAMCo exercises investment
discretion. Such service may include advice concerning the value of securities;
the advisability of investing in, purchasing or selling securities; the
availability of securities or the purchasers or sellers of securities;
furnishing analysis and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and performance of accounts; and
effecting securities transactions and performing functions incidental thereto,
such as clearance and settlement.

      The receipt of research from brokers may be useful in rendering investment
management services to the Trust and other clients of WMC and SAAMCo;
conversely, such information provided by brokers who have executed transaction
orders on behalf of other clients may be useful in carrying out obligations to
the Trust. The receipt of such research will not be substituted for independent
research and the expenses of WMC or SAAMCo will not necessarily be reduced as a
result of the receipt of such supplemental information. The Sub-Adviser may
effect individual securities transactions at commission rates in excess of the
minimum commission rates available, if WMC determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage or
research services provided by the broker or dealer, viewed in terms of either
that particular transaction or WMC's overall responsibilities with respect to
the accounts as to which it exercises investment discretion.

      Some securities considered for investment by the Trust may also be
appropriate for other clients served by the Sub-Adviser. There may be occasions
when the Trust and one or more of the other

                                      B-42
<PAGE>   74
clients advised by WMC will find themselves contemporaneously engaged in
purchasing or selling the same securities from or to third parties. When this
occurs, the transactions will be averaged as to price and allocated as to
amounts in accordance with an allocation policy, which has been reviewed by the
Board of Trustees and considered to be equitable to the portfolios involved. It
is recognized that in some cases this system could have a detrimental effect on
the price or volume of the security as far as the Trust is concerned. However,
it is the judgment of the Board of Trustees of the Trust that the desirability
of its advisory arrangement with SAAMCo and the sub-advisory arrangement with
WMC outweighs any disadvantages that may result from such contemporaneous
transactions.

      The Board of Trustees periodically reviews performance of responsibilities
in connection with the placement of portfolio transactions on behalf of the
Trust and reviews the prices and commissions, if any, paid by the Trust to
determine if they are reasonable in relation to the benefits to the Trust.
   
            The following tables set forth the aggregate brokerage commissions
paid by the Portfolios and the amounts of the brokerage commissions which were
paid to Royal Alliance Associates, Inc.("Royal Alliance"), an affiliated
broker-dealer, for the fiscal years ended December 31, 1996, 1995, and 1994.
    
   
                           1996 BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
                                                   AMOUNT        PERCENTAGE OF
                                   AGGREGATE       PAID TO      COMMISSIONS PAID
                                   BROKERAGE     AFFILIATED      TO AFFILIATED
           PORTFOLIO              COMMISSIONS      BROKERS          BROKERS
           ---------              -----------      -------          -------
<S>                                <C>             <C>                <C>
Growth Portfolio                   $357,209        $6,310             1.8%
                                   --------        ------             ---
Strategic Multi-Asset
Portfolio                          $117,865        $3,963             3.4%
                                   --------        ------             ---
Multi-Asset Portfolio              $107,911         $750              0.7%
                                   --------         ----              ---
Capital Appreciation
Portfolio                          $655,271        $25,962            4.0%
                                   --------        -------            ---
Natural Resources Portfolio         $84,830        $1,300             1.5%
                                                   ------             ---
Growth and Income Portfolio         $39,598          $12              0.0%
                                    -------          ---              ---
Foreign Securities Portfolio       $248,098         $552              0.2%
                                   --------         ----              ---
</TABLE>
    


                                      B-43
<PAGE>   75
   
                           1995 BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
                                                                   PERCENTAGE OF
                                                    AMOUNT         COMMISSIONS
                                   AGGREGATE       PAID TO           PAID TO
           PORTFOLIO               BROKERAGE      AFFILIATED       AFFILIATED
                                  COMMISSIONS      BROKERS           BROKERS
                                  -----------      -------           -------
<S>                                <C>             <C>                <C>
Growth Portfolio                   $690,845        $49,609            7.2%
                                   --------        -------            ---
Strategic Multi-Asset
Portfolio                           $85,024         $3,341            3.9%
                                    -------         ------            ---
Multi-Asset Portfolio               $55,803         $6,145            11.0%
                                    -------         ------            ----
Capital Appreciation
Portfolio                          $378,644        $35,445            9.4%
                                   --------        -------            ---
Natural Resources Portfolio         $39,262        $21,897            55.8%
                                    -------        -------            ----
</TABLE>
    



   
                           1994 BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
                                                                   PERCENTAGE OF
                                   AGGREGATE        AMOUNT         COMMISSIONS
                                   BROKERAGE       PAID TO           PAID TO
           PORTFOLIO              COMMISSIONS     AFFILIATED       AFFILIATED
                                                   BROKERS           BROKERS
           ---------              -----------      -------           -------
<S>                                <C>             <C>                <C>
Growth Portfolio                   $494,221        $63,701            12.9%
                                   --------        -------            ----
Strategic Multi-Asset
Portfolio                          $141,655         $5,650            4.0%
                                   --------        -------            ----
Multi-Asset Portfolio              $125,278        $20,574            16.4%
                                   --------        -------            ----
Capital Appreciation
Portfolio                          $342,247        $34,099            10.0%
                                   --------        -------            ----
Foreign Securities Portfolio       $367,927          $600             0.16%
                                   --------        -------            ----
Natural Resources Portfolio         $29,961         $8,412            28.1%
                                   --------        -------            ----
</TABLE>
    


                               PORTFOLIO TURNOVER

      Although the Portfolios, except for the Money Market Portfolio, do not
invest for short-term trading purposes, Portfolio securities may be sold from
time to time without regard to the length of time they have been held. A
Portfolio's turnover rate is the percentage computed by dividing the lesser of
Portfolio purchases or sales (excluding all securities whose maturities at

                                      B-44
<PAGE>   76
acquisition were one year or less) by the average value of the Portfolio
(excluding all securities whose maturities at acquisition were one year or
less). To the extent a Portfolio has a higher portfolio turnover rate (e.g.,
over 100%), brokerage commissions and other transaction costs, which are borne
directly by the Portfolio, will be correspondingly higher. See the Financial
Highlights table in the Prospectus for Portfolio Turnover Rates.

                                 NET ASSET VALUE

   
      Shares of the Trust are currently offered only to the Variable Separate
Account. The Trust is open for business on any day the New York Stock Exchange
("NYSE") is open for regular trading. Shares are valued each day as of the close
of regular trading in the NYSE (generally, 4:00 p.m., Eastern time). Each
Portfolio calculates the net asset value of its shares separately by dividing
the total value of net assets by the shares outstanding. The net asset value of
a Portfolio's shares will also be computed on each other day in which there is a
sufficient degree of trading in such Portfolio's securities that the net asset
value of its shares might be materially affected by changes in the values of the
portfolio securities; provided, however, that on such day the Trust receives a
request to purchase or redeem such Portfolio's shares. The days and times of
such computation may, in the future, be changed by the Trustees in the event
that the portfolio securities are traded in significant amounts in markets other
than the NYSE, or on days or at times other than those during which the NYSE is
open for trading.
    

      The net asset value of a share of each Portfolio is calculated by adding
the value of all securities and other assets, deducting its accrued liabilities,
and dividing the remainder by the number of shares outstanding. Except with
respect to securities held by the Money Market Portfolio securities of each
Portfolio are valued as follows: Equity securities which are traded on domestic
stock exchanges, are valued at the last sale price as of the close of business
on the day the securities are being valued, or lacking any sales, at the closing
bid price. Securities traded in the over-the-counter market are valued at the
closing bid price or yield equivalent as obtained from one or more dealers that
make markets in the securities. Portfolio securities, which are traded both in
the over-the-counter market and on a stock exchange, are valued according to the
broadest and most representative market. Bonds and other fixed income securities
may be valued on the basis of prices provided by a pricing service when such
prices are believed to reflect the fair market value of such securities. The
prices provided by a pricing service may be determined without regard to bid or
last sale prices but take into account institutional size trading in similar
groups of securities and any developments related to specific securities.
Securities not priced in this manner are valued at the most recent quoted bid
price. Securities and assets for which market quotations are not readily
available

                                      B-45
<PAGE>   77
are valued at fair value as determined in good faith by or under the direction
of the Board of Trustees of the Trust. Short-term securities, other than GNMA
securities, with maturities of sixty (60) days or less will be valued at
amortized cost.

FOREIGN SECURITIES PORTFOLIO

      The Portfolio's securities are valued by appraising securities at the last
sale price, or, if no sale, at the closing bid price, if traded on an exchange,
and if not so traded, on the basis of closing over-the-counter bid prices, if
available. Dividend income from portfolio securities is recorded on the
ex-dividend date, except that, if the ex-dividend date has passed, certain
dividends from foreign securities are recorded as soon as the Portfolio is
informed of the dividend after the ex-dividend date.

      Valuations of foreign securities are furnished by a quotation service and
are already translated into U.S. dollars. The methods used by the quotation
service and the quality of valuations so established are reviewed by officers of
the Trust under the general supervision of the Trustees. A security which is
listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for such security. Short-term
obligations that mature in 60-days or less are valued at amortized cost,
provided that such value constitutes fair value as determined in good faith by
the Board of Trustees.

      Generally, all trading in foreign securities, as well as corporate bonds,
U.S. Government securities, money market instruments, and repurchase agreements,
is substantially completed each day at various times prior to the close of
regular trading on the NYSE. The values of any such securities held by the
Portfolio are determined as of such times for the purpose of computing the net
asset value. The procedures set forth above need not be used to determine the
value of debt securities owned by the Trust if, in the opinion of the Board of
Trustees, some other method (e.g., based on closing over-the-counter bid prices
in the case of debt instruments traded on an exchange) would more accurately
reflect the fair market value of such debt securities. Foreign currency exchange
rates are also generally determined prior to the close of regular trading on the
NYSE. If an extraordinary event occurs, which is expected to materially affect
the value of a security, then the security will be valued at fair value as
determined in good faith under the direction of the Trustees.

MONEY MARKET PORTFOLIO

      Securities of the Money Market Portfolio are valued by the amortized cost
method Pursuant to Rule 2a-7 under the 1940 Act, which involves valuing a
security at its cost on the date of purchase and thereafter (absent unusual
circumstances) assuming a constant amortization to maturity of any discount or
premium,

                                      B-46
<PAGE>   78
regardless of the impact of fluctuations in general market rates of interest on
the value of the instrument. While this method provides certainty in valuation,
it may result in periods during which value, as determined by this method is
higher or lower than the price the Portfolio would receive if it sold the
securities.

      The use of this valuation method is continuously reviewed and the Board of
Trustees will make such changes as may be necessary to assure that the assets of
the Portfolio are valued fairly as determined by the Trustees in good faith, as
a particular responsibility within the overall duty of care owed to the
shareholders, to establish procedures reasonably designed, taking into account
current market conditions and the Portfolio's investment objectives, to
stabilize the net asset value per share as computed for the purpose of
distribution and redemption at $1.00 per share. The Trustees' procedures include
periodically monitoring as they deem appropriate and at such intervals as are
reasonable in light of current market conditions, the relationship between the
amortized cost value per share and the net asset value per share based upon
available indications of market value. The Trustees will consider what steps
should be taken, if any, in the event of a difference of more than 1/2 of 1%
between the two. The Trustees will take such steps as they consider appropriate,
(e.g., selling securities to shorten the average portfolio maturity) to minimize
any material dilution or other unfair results which might arise from differences
between the two. The Rule requires that the Portfolio limit its investments to
instruments which the Trustees determine will present minimal credit risks and
which are of high quality as determined by at least one major rating agency, or,
in the case of any instrument that is not so rated, of comparable quality as
determined by the Trustees. It also calls for the Portfolio to maintain a dollar
weighted average portfolio maturity (not more than 90 days) appropriate to its
objective of maintaining a stable net asset value of $1.00 per share and
precludes the purchase of any instrument with a remaining maturity of more than
397 calendar days. Should the disposition of a portfolio security result in a
dollar weighted average portfolio maturity of more than 90 days, the Portfolio
will invest its available cash in such manner as to reduce such maturity to 90
days or less as soon as reasonably practicable.

      It is the normal practice of the Portfolio to hold portfolio securities to
maturity. Therefore, unless a sale or other disposition of a security is
mandated by redemption requirements or other extraordinary circumstances, the
Portfolio will realize the par value of the security. Under the amortized cost
method of valuation traditionally employed by institutions for valuation of
money market instruments, neither the amount of daily income nor the net asset
value is affected by any unrealized appreciation or depreciation of the
Portfolio. In periods of declining interest rates, the indicated daily yield on
shares of the Portfolio as computed by dividing the annualized daily income of
the Portfolio

                                      B-47
<PAGE>   79
by the net asset value will tend to be higher than if the valuation was based
upon market prices and estimates. In periods of rising interest rates, the
indicated daily yield on shares of the Portfolio as computed by dividing the
annualized daily income of the Portfolio by the net asset value will tend to be
lower than if the valuation was based upon market prices and estimates.

                       DIVIDENDS, DISTRIBUTIONS AND TAXES
   

      Each Portfolio is qualified and intends to remain qualified and elect to
be treated as a regulated investment company under Subchapter M under the Code.
To remain qualified as a regulated investment company, a Portfolio must, among
other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stocks, securities or foreign currencies, or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stocks, securities or
currencies; (b) derive less than 30% of its gross income from the sale or other
disposition of stock or securities or certain foreign currencies (or options,
futures or forward contracts thereon) held less than 3 months (foreign currency
gains, including those derived from options, futures and forward contracts, will
not, in any event, be characterized as short-short gains if they are directly
related to the registered investment company's investment in stocks, options or
futures thereon) (the "short-short rule"); and (c) diversify its holdings so
that, at the end of each fiscal quarter, (i) 50% of the market value of the
Portfolio's assets is represented by cash, government securities and other
securities limited in respect of any one issuer to 5% of the Portfolio's net
assets and to not more than 10% of the voting securities of any one issuer
(other than government securities) and (ii) not more than 25% of the Portfolio's
assets is invested in the securities (other than government securities) of any
one issuer.
    

   
      The short-short rule may restrict a Portfolio's ability to close out a
position in a security or financial or currency contract at the most opportune
time.
    

      Income received by a Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Income tax
treaties between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine in advance the effective rate of
foreign tax to which a Portfolio will be subject, since the amount of that
Portfolio's assets to be invested in various countries is not known.
Shareholders are urged to consult their tax advisors regarding specific
questions as to Federal, state and local taxes.

      It is the Trust's intention to distribute substantially all
the net investment income, if any, of each Portfolio.  For dividend

                                      B-48
<PAGE>   80
purposes, net investment income of each Portfolio, other than the Money Market
Portfolio, will consist of all payments of dividends or interest received by
such Portfolio less the estimated expenses of such Portfolio (including fees
payable to SAAMCo). Net investment income of the Money Market Portfolio consists
of (i) interest accrued or discount earned; (ii) plus or minus all realized
gains and losses on the Portfolio securities; (iii) less the estimated expenses
of the Portfolio applicable to that dividend period.

      Dividends on the Money Market Portfolio will be declared daily and
reinvested monthly in additional full and fractional shares of the respective
Portfolio. Dividends from the Growth, Fixed Income, Capital Appreciation,
Foreign Securities, Growth and Income, Multi-Asset, Strategic Multi-Asset,
Government and Quality Bond, High Yield, Natural Resources and Target '98
Portfolios will be declared and reinvested at least annually in additional full
and fractional shares of the respective Portfolios.

      All net realized capital gains of each Portfolio of the Trust, if any, are
declared and distributed annually to the shareholders of the Portfolio to which
such gains are attributable.

   
      At December 31, 1996, the Fixed Income Portfolio, High Yield Portfolio and
Target '98 Portfolio had capital loss carryforwards of $1,990,561, $14,097,904,
and $252,703, respectively, which are available to the extent not utilized to
offset future gains from 1997 through 2003. The utilization of such losses will
be subject to annual limitations under the Code and the regulations thereunder.
    

                               GENERAL INFORMATION

      Under Massachusetts law, shareholders of a Massachusetts business trust
may, under certain circumstances, be held personally liable as partners for the
obligations of the Trust. The Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust and
requires that notices of such disclaimer be given in each agreement, obligation,
or instrument entered into or executed by the Trust or the Trustees. The
Declaration of Trust provides for indemnification out of the Trust property for
any shareholders held personally liable for the obligations of the Trust, and
also provides that the Trust shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the Trust and
satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations. The
Declaration of Trust further provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law; but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would

                                      B-49
<PAGE>   81
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

      The Trust shall be of unlimited duration subject to the provisions in the
Declaration of Trust concerning termination by action of the shareholders.

                               OWNERSHIP OF SHARES

      As of the date of this Statement of Additional Information, shares of the
Trust are offered only to the separate accounts of the Life Companies. In turn,
these separate accounts fund variable annuity contracts and variable life
insurance policies issued by those insurance companies.

                              FINANCIAL STATEMENTS

   
      Set forth following this Statement of Additional Information are the
financial statements of the Trust with respect to the fiscal year ended December
31, 1996.
    


                                      B-50
<PAGE>   82

<PAGE>   1
 
- ---------------------
 
    ANCHOR SERIES TRUST
    MONEY MARKET PORTFOLIO             INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                    SHORT-TERM SECURITIES -- 100.2%                                            AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
 
                    <S>                                                                      <C>            <C>
                    BANK NOTES -- 15.5%
                    Bank of New York Co., Inc. 5.84% due 6/03/97..........................   $ 2,000,000    $ 2,001,012
                    Bank of Tokyo-Mitsubishi 5.83% due 1/21/97............................     2,000,000      2,000,011
                    Chase Manhattan Corp. 5.73% due 2/03/97...............................     3,000,000      3,000,000
                    First National Bank of Boston 5.47% due 2/12/97.......................     2,500,000      2,500,000
                    Wilmington Trust Co. 5.41% due 3/26/97................................     2,000,000      2,000,000
                                                                                                            -----------
                    TOTAL BANK NOTES (cost $11,501,023)...................................                   11,501,023
                                                                                                            -----------
                    CORPORATE SHORT-TERM NOTES -- 61.7%
                    Bear Stearns Cos., Inc. 5.32% due 1/27/97.............................       435,000        433,329
                    BHF Finance (DE), Inc. 5.30% due 4/11/97..............................     2,000,000      1,970,556
                    BHP Finance Ltd. 5.30% due 2/25/97....................................     2,000,000      1,983,806
                    Centric Funding Corp. 5.30% due 2/13/97...............................     2,500,000      2,484,174
                    Corporate Receivables Corp. 5.37% due 2/14/97.........................     2,000,000      1,986,873
                    Delaware Funding Corp. 5.36% due 2/28/97..............................     2,000,000      1,982,729
                    Disney (Walt) Co. 5.28% due 3/03/97...................................     2,200,000      2,180,317
                    Falcon Asset Securitization Corp. 5.47% due 1/10/97...................     1,950,000      1,947,333
                    First Chicago Financial Corp. 5.31% due 2/19/97.......................     2,000,000      1,985,545
                    General Electric Capital Corp. 5.34% due 6/16/97......................     2,000,000      1,950,753
                    General Motors Acceptance Corp. 5.40% due 3/14/97.....................     1,000,000        989,200
                    Gillette Co. 5.29% due 3/05/97........................................     2,200,000      2,179,633
                    Goldman Sachs Group L.P. 5.31% due 3/11/97............................     2,200,000      2,177,610
                    Greenwich Funding Corp. 5.35% due 1/16/97.............................     2,000,000      1,995,542
                    Hitachi America Ltd. 5.33% due 2/14/97................................     1,200,000      1,192,183
                    Kittyhawk Funding Corp. 5.38% due 3/03/97.............................     2,000,000      1,981,768
                    Merrill Lynch & Co., Inc. 5.34% due 1/23/97...........................     1,970,000      1,963,571
                    Morgan Stanley Group, Inc. 5.32% due 1/29/97..........................       890,000        886,317
                    National Fuel Gas Co. 5.37% due 1/21/97...............................     1,700,000      1,694,928
                    Nationsbank Corp. 5.40% due 1/06/97...................................     3,000,000      2,997,750
                    Pfizer, Inc. 5.30% due 3/19/97........................................     2,200,000      2,175,061
                    Ranger Funding Corp. 5.33% due 2/03/97................................     2,500,000      2,487,785
                    Sears Roebuck Acceptance Corp. 5.32% due 2/11/97......................     2,000,000      1,987,882
                    Unifunding, Inc. 5.33% due 1/22/97....................................     2,040,000      2,033,657
                                                                                                            -----------
                    TOTAL CORPORATE SHORT-TERM NOTES (cost $45,648,302)...................                   45,648,302
                                                                                                            -----------
                    MISCELLANEOUS -- 6.8%
                    Peoples Security Life Insurance Co. 5.60% due 2/02/97(1)..............     2,000,000      2,000,000
                    SMM Trust 5.61% due 2/04/97(1)........................................     3,000,000      3,000,000
                                                                                                            -----------
                    TOTAL MISCELLANEOUS (cost $5,000,000).................................                    5,000,000
                                                                                                            -----------
</TABLE>
 
- ---------------------
 
                                        4
<PAGE>   2
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                    SHORT-TERM SECURITIES (continued)                                          AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    U.S. GOVERNMENT & AGENCIES -- 16.2%
                    Federal Farm Credit Banks 5.60% due 6/03/97...........................   $ 2,000,000    $ 1,998,826
                    Student Loan Marketing Association 5.41% due 1/21/97(1)...............    10,000,000     10,000,000
                                                                                                            -----------
                    TOTAL U.S. GOVERNMENT & AGENCIES (cost $11,998,826)...................                   11,998,826
                                                                                                            -----------
                    TOTAL SHORT-TERM SECURITIES (cost $74,148,151)........................                   74,148,151
                                                                                                            -----------
                    TOTAL INVESTMENTS -- (cost $74,148,151)    100.2%                                        74,148,151
                    Liabilities in excess of other assets --    (0.2)                                          (147,498)
                                                               ------                                       -----------
                    NET ASSETS --                              100.0%                                       $74,000,653
                                                               ======                                       ===========
</TABLE>
 
              -----------------------------
              (1) Variable rate security -- the rate reflected is as of December
                  31, 1996; maturity date reflects next reset date
 
              See Notes to Financial Statements
 
                                                           ---------------------
 
                                        5
<PAGE>   3
 
- ---------------------
 
    ANCHOR SERIES TRUST
    FIXED INCOME PORTFOLIO             INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                    BONDS & NOTES -- 97.3%                                                      AMOUNT         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    AEROSPACE & MILITARY TECHNOLOGY -- 0.5%
                    Howmet Corp. 10.00% 2003...............................................   $   50,000    $    54,625
                    Moog, Inc. 10.00% 2006.................................................       50,000         52,500
                                                                                                            ------------
                                                                                                                107,125
                                                                                                            ------------
                    CABLE -- 2.0%
                    Cablevision Systems Corp. 9.25% 2005...................................       35,000         34,650
                    Comcast Corp. 9.13% 2006...............................................       35,000         35,787
                    Tele-Communications, Inc. 9.80% 2012...................................      350,000        378,770
                                                                                                            ------------
                                                                                                                449,207
                                                                                                            ------------
                    CHEMICALS -- 0.6%
                    Harris Chemical North America, Inc. 10.25% 2001........................       50,000         51,938
                    Rexene Corp. 11.75% 2004...............................................       50,000         56,125
                    Texas Petrochemicals Corp. 11.13% 2006.................................       25,000         26,875
                                                                                                            ------------
                                                                                                                134,938
                                                                                                            ------------
                    COMMUNICATIONS & MEDIA -- 1.7%
                    360 Communications Co. 7.13% 2003......................................      200,000        197,582
                    Benedek Communications Corp. zero coupon 2006(1)(2)....................       65,000         37,212
                    Chancellor Broadcasting Co. 9.38% 2004.................................       10,000         10,100
                    Lenfest Communications, Inc. 8.38% 2005................................       25,000         24,156
                    MobileMedia Corp. 9.38% 2007+(3).......................................       50,000         13,500
                    Rifkin Acquisitions Partners L.P. 11.13% 2006..........................       20,000         20,850
                    World Color Press, Inc. 9.13% 2003.....................................       50,000         50,500
                    Young Broadcasting, Inc. 9.00% 2006....................................       25,000         24,313
                                                                                                            ------------
                                                                                                                378,213
                                                                                                            ------------
                    ENERGY -- 0.7%
                    Mesa Operating Co. 10.63% 2006.........................................       50,000         54,250
                    Plains Resources, Inc. 10.25% 2006.....................................       50,000         53,500
                    Transportadora De Gas 10.25% 2001......................................       50,000         52,975
                                                                                                            ------------
                                                                                                                160,725
                                                                                                            ------------
                    FINANCE -- 12.6%
                    Abbey National First Capital 8.20% 2004................................      500,000        536,285
                    Banponce Financial Corp. 6.80% 2005....................................      300,000        293,454
                    Japan Finance Corp. Municipal Enterprises 9.13% 2000...................      400,000        431,084
                    KFW International Finance, Inc. 9.13% 2001.............................      400,000        440,152
                    Ohio National Life Insurance Co. 8.50% 2026............................      200,000        207,890
                    Security Benefit Life Co. 8.75% 2016...................................      200,000        212,160
                    Sun Canada Financial Co. 7.25% 2015....................................      300,000        286,422
                    Tembec Finance Corp. 9.88% 2005........................................       50,000         46,750
                    United States Bancorp Oregon 7.50% 2026................................      400,000        417,992
                                                                                                            ------------
                                                                                                              2,872,189
                                                                                                            ------------
                    GAMING -- 0.1%
                    Trump Atlantic City Associates 11.25% 2006.............................       30,000         29,700
                                                                                                            ------------
                    GROCERY -- 0.1%
                    Smith's Food & Drug Centers, Inc. 11.25% 2007..........................       25,000         27,625
                                                                                                            ------------
</TABLE>
 
- ---------------------
 
                                        6
<PAGE>   4
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                    BONDS & NOTES (continued)                                                   AMOUNT         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    HEALTHCARE -- 1.6%
                    Allegiance Corp. 7.00% 2026............................................   $  200,000    $   202,904
                    Integrated Health Services, Inc. 10.25% 2006...........................       50,000         52,500
                    Owens & Minor, Inc. 10.88% 2006........................................       50,000         53,625
                    Quorum Health Group, Inc. 8.75% 2005...................................       50,000         51,250
                                                                                                            ------------
                                                                                                                360,279
                                                                                                            ------------
                    INDUSTRIAL & COMMERCIAL -- 6.4%
                    Bell & Howell Co. zero coupon 2005(1)..................................       50,000         36,250
                    Cincinnati Milacron, Inc. 7.88% 2000...................................      150,000        151,445
                    Collins & Aikman Corp. 11.50% 2006.....................................       50,000         54,500
                    Columbia University Trustees 8.62% 2001................................      500,000        538,030
                    Dominion Textile USA, Inc. 9.25% 2006..................................       20,000         20,325
                    Ford Motor Co. 9.00% 2001..............................................      500,000        546,590
                    Hayes Wheels International, Inc. 11.00% 2006...........................       25,000         27,281
                    Lear Corp. 9.50% 2006..................................................       35,000         37,800
                    Walbro Corp. 9.88% 2005................................................       50,000         51,500
                                                                                                            ------------
                                                                                                              1,463,721
                                                                                                            ------------
                    INFORMATION & ENTERTAINMENT -- 1.0%
                    News America Holdings, Inc. 9.25% 2013.................................      200,000        224,058
                                                                                                            ------------
                    INFORMATION TECHNOLOGY -- 2.2%
                    Bellsouth Telecommunications 6.25% 2003................................      500,000        489,965
                                                                                                            ------------
                    METALS & MINERALS -- 0.7%
                    A.K. Steel Corp. 9.13% 2006............................................       15,000         15,413
                    Armco, Inc. 9.38% 2000.................................................       50,000         50,250
                    Northwestern Steel & Wire Co. 9.50% 2001...............................       50,000         49,000
                    S.D. Warren Co. 12.00% 2004............................................       50,000         54,000
                                                                                                            ------------
                                                                                                                168,663
                                                                                                            ------------
                    PAPER PRODUCTS -- 0.5%
                    Container Corp. of America 9.75% 2003..................................       50,000         52,500
                    Fort Howard Corp. 9.25% 2001...........................................       50,000         52,125
                    Repap New Brunswick, Inc. 9.88% 2000...................................       15,000         15,300
                                                                                                            ------------
                                                                                                                119,925
                                                                                                            ------------
                    RETAIL -- 0.1%
                    Guitar Center Management Co., Inc. 11.00% 2006*........................       10,000         10,500
                                                                                                            ------------
                    U.S. GOVERNMENT & AGENCIES -- 61.0%
                    Federal Home Loan Mortgage Corp. 6.00% 2003............................      498,515        487,139
                    Federal Home Loan Mortgage Corp. 6.50% 2024............................      868,194        834,551
                    Federal Home Loan Mortgage Corp. 7.00% 2003 - 2026.....................    1,941,735      1,917,417
                    Federal Home Loan Participation 7.50% 2007.............................      601,001        606,356
                    Federal Home Loan Participation 11.00% 2000............................        8,641          9,138
                    Government National Mortgage Association 7.00% 2023....................      525,494        516,298
                    Government National Mortgage Association 7.50% 2022 - 2023.............      884,972        890,242
                    Government National Mortgage Association 8.00% 2023....................      483,533        495,012
                    Government National Mortgage Association 10.00% 2000...................       26,778         28,334
                    Government National Mortgage Association 11.25% 1998...................        4,847          5,120
                    Government National Mortgage Association 13.25% 1999...................        1,536          1,624
                    United States Treasury Bonds 10.75% 2003...............................    1,400,000      1,714,118
                    United States Treasury Bonds 11.63% 2004...............................      270,000        356,484
                    United States Treasury Bonds 11.88% 2003...............................    1,000,000      1,304,530
                    United States Treasury Bonds 12.00% 2013...............................    2,650,000      3,790,745
                    United States Treasury Notes 5.50% 2000................................      120,000        117,225
</TABLE>
 
                                                           ---------------------
 
                                        7
<PAGE>   5
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                    BONDS & NOTES (continued)                                                   AMOUNT         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    U.S. GOVERNMENT & AGENCIES (continued)
                    United States Treasury Notes 6.38% 1999................................   $   70,000    $    70,601
                    United States Treasury Notes 7.13% 1999................................      500,000        513,830
                    United States Treasury Notes 7.88% 1999................................      200,000        209,532
                                                                                                            ------------
                                                                                                             13,868,296
                                                                                                            ------------
                    UTILITIES -- 5.5%
                    El Paso Electric Co. 8.90% 2006........................................       50,000         52,132
                    Niagara Mohawk Power Corp. 5.88% 2002..................................      750,000        705,105
                    Quebec Hydro 8.05% 2024................................................      450,000        494,784
                                                                                                            ------------
                                                                                                              1,252,021
                                                                                                            ------------
                    TOTAL BONDS & NOTES (cost $22,161,148).................................                  22,117,150
                                                                                                            ------------
                    PREFERRED STOCK -- 0.1%                                                     SHARES
                    ----------------------------------------------------------------------------------------------------
                    FINANCE -- 0.1%
                    Chevy Chase Preferred Capital Corp., Series A 10.38% (cost $25,000)....          500         26,062
                                                                                                            ------------
                    TOTAL INVESTMENT SECURITIES (cost $22,186,148).........................                  22,143,212
                                                                                                            ------------
                                                                                              PRINCIPAL
                    REPURCHASE AGREEMENT -- 0.9%                                                AMOUNT
                    ----------------------------------------------------------------------------------------------------
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)
                      (cost $210,000)......................................................   $  210,000        210,000
                                                                                                            ------------
                    TOTAL INVESTMENTS -- (cost $22,396,148)      98.3%                                       22,353,212
                    Other assets less liabilities --              1.7                                           389,790
                                                                ------                                      ------------
                    NET ASSETS --                               100.0%                                      $22,743,002
                                                                ======                                      =============
</TABLE>
 
              -----------------------------
               +  Non-income producing securities
               *  Resale restricted to qualified institutional buyers
 
              (1) Represents a zero coupon bond which will convert to an
                  interest-bearing security at a later date
 
              (2) Fair valued security; see Note 2
 
              (3) Issuer of the security has filed for bankruptcy and interest
                  payments are in default
 
              See Notes to Financial Statements
 
- ---------------------
 
                                        8
<PAGE>   6
 
- ---------------------
 
    ANCHOR SERIES TRUST
    GOVERNMENT & QUALITY BOND
    PORTFOLIO                          INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                             PRINCIPAL
                                           BONDS & NOTES -- 93.5%                             AMOUNT           VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>            <C>
                    AUTOMOTIVE -- 0.9%
                    Daimler-Benz Vehicle Trust 5.95% 2000................................   $   736,244    $    735,176
                    Premier Auto Trust 4.65% 1999........................................     1,321,303       1,307,575
                                                                                                           -------------
                                                                                                              2,042,751
                                                                                                           -------------
                    FINANCE -- 11.0%
                    Banc One Auto Grantor Trust 6.55% 2003...............................     3,711,970       3,735,170
                    General Electric Capital Corp. 7.50% 2035............................     5,000,000       5,192,050
                    General Reinsurance Corp. 9.00% 2009.................................     5,000,000       5,729,450
                    Morgan (J.P.) & Co., Inc. 6.25% 2005.................................     5,000,000       4,859,300
                    Stanford University 6.88% 2024.......................................     5,000,000       4,795,650
                                                                                                           -------------
                                                                                                             24,311,620
                                                                                                           -------------
                    INDUSTRIALS -- 2.6%
                    Postal Square L.P. 8.95% 2022........................................     4,811,800       5,627,448
                                                                                                           -------------
                    INFORMATION & ENTERTAINMENT -- 1.4%
                    McDonald's Corp. 7.05% 2025..........................................     3,300,000       3,155,589
                                                                                                           -------------
                    NON-U.S. GOVERNMENT OBLIGATIONS -- 1.3%
                    British Columbia Province Canada 6.50% 2026..........................     3,125,000       2,890,969
                                                                                                           -------------
                    RETAIL -- 2.1%
                    Wal-Mart Stores, Inc. 6.75% 2023.....................................     5,000,000       4,737,700
                                                                                                           -------------
                    TRANSPORTATION -- 2.6%
                    United Parcel Service of America, Inc. 8.38% 2020....................     5,000,000       5,655,400
                                                                                                           -------------
                    U.S. GOVERNMENT & AGENCIES -- 67.1%
                    Federal Home Loan Mortgage Corp. 6.00% 2008 - 2011...................     9,222,996       8,913,374
                    Federal Home Loan Mortgage Corp. 6.50% 2011..........................    13,916,772      13,712,335
                    Federal Home Loan Mortgage Corp. 7.00% 2010 - 2011...................    19,082,099      19,087,965
                    Federal Home Loan Mortgage Corp. 7.29% 2004..........................    20,000,000      19,896,800
                    Federal Home Loan Mortgage Corp. 14.75% 2010.........................       155,981         186,397
                    Federal National Mortgage Association 7.00% 2010 - 2011..............     6,766,934       6,765,160
                    Federal National Mortgage Association 7.50% 2023 - 2025..............     4,337,789       4,345,205
                    Federal National Mortgage Association 8.00% 2023.....................    12,399,136      12,631,619
                    Government National Mortgage Association 6.50% 2023..................     8,450,345       8,059,516
                    Government National Mortgage Association 7.00% TBA...................    10,000,000      10,037,500
                    Government National Mortgage Association 7.50% 2022..................     7,921,932       7,972,870
                    Government National Mortgage Association 9.50% 2016 - 2017...........     2,654,669       2,882,476
                    Government National Mortgage Association 10.00% 2013 - 2017..........     2,568,426       2,788,889
                    Government National Mortgage Association 11.50% 2014.................        19,712          21,101
                    Government National Mortgage Association 12.00% 1999 - 2016..........       143,432         153,410
                    Government National Mortgage Association 12.75% 2014.................        79,957          94,624
                    Government National Mortgage Association 13.25% 1999 - 2014..........        20,656          24,101
                    Government National Mortgage Association 13.50% 2014.................         8,981          10,814
                    Government National Mortgage Association 13.75% 2014.................         1,426           1,687
</TABLE>
 
                                                           ---------------------
 
                                        9
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                             PRINCIPAL
                    BONDS & NOTES (continued)                                                 AMOUNT           VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>            <C>
                    U.S. GOVERNMENT & AGENCIES (continued)
                    United States Treasury Bonds 7.63% 2022..............................   $10,000,000    $ 11,039,100
                    United States Treasury Notes 6.13% 1998..............................    20,000,000      20,092,100
                                                                                                           -------------
                                                                                                            148,717,043
                                                                                                           -------------
                    UTILITIES -- 4.5%
                    Hydro Quebec Electric 8.40% 2022.....................................     5,000,000       5,460,750
                    US West Communications, Inc. 6.88% 2033..............................     5,000,000       4,528,800
                                                                                                           -------------
                                                                                                              9,989,550
                                                                                                           -------------
                    TOTAL INVESTMENT SECURITIES (cost $208,172,650)......................                   207,128,070
                                                                                                           -------------
 
                    REPURCHASE AGREEMENTS -- 9.7%
                    ----------------------------------------------------------------------------------------------------
                    Joint Repurchase Agreement Account -- First Boston (Note 3)..........     7,744,000       7,744,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)..........    13,835,000      13,835,000
                                                                                                           -------------
                    TOTAL REPURCHASE AGREEMENTS (cost $21,579,000).......................                    21,579,000
                                                                                                           -------------
                    TOTAL INVESTMENTS -- (cost $229,751,650)  103.2%                                        228,707,070
                    Liabilities in excess of other assets --   (3.2)                                         (7,103,993)
                    ------                                                                                 -------------
                    NET ASSETS --                             100.0%                                       $221,603,077
                                                              ======                                       =============
</TABLE>
 
              -----------------------------
 
              TBA - Securities purchased on a forward commitment basis with an
                    approximate principal amount and no definitive maturity
                    date. The actual principal amount and maturity date will be
                    determined upon settlement.
 
              See Notes to Financial Statements
 
- ---------------------
 
                                       10
<PAGE>   8
 
- ---------------------
 
    ANCHOR SERIES TRUST
    HIGH YIELD PORTFOLIO               INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                    BONDS & NOTES -- 92.9%                                                     AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    AEROSPACE & MILITARY TECHNOLOGY -- 6.8%
                    Howmet Corp. 10.00% 2003..............................................   $   605,000    $   660,962
                    Moog, Inc. 10.00% 2006................................................       655,000        687,750
                    Newport News Shipbuilding, Inc. 8.63% 2006*...........................       125,000        128,125
                    Northrop Grumman Corp. 9.38% 2024.....................................       250,000        276,378
                    Rohr, Inc. 11.63% 2003................................................       500,000        551,250
                    Wyman-Gordon Co. 10.75% 2003..........................................       750,000        798,750
                                                                                                            ------------
                                                                                                              3,103,215
                                                                                                            ------------
                    CABLE -- 3.4%
                    Cablevision Systems Corp. 9.25% 2005..................................       350,000        346,500
                    Cablevision Systems Corp. 9.88% 2006..................................       145,000        148,625
                    Comcast Corp. 9.38% 2005..............................................       350,000        363,125
                    Marcus Cable Operating Co. L.P. zero coupon 2004(1)...................       350,000        287,000
                    Tele-Communications, Inc. 9.25% 2023..................................       150,000        145,792
                    Videotron Ltd. 10.25% 2002............................................       250,000        265,625
                                                                                                            ------------
                                                                                                              1,556,667
                                                                                                            ------------
                    CHEMICALS -- 5.3%
                    Acetex Corp. 9.75% 2003...............................................       305,000        302,560
                    Agriculture Minerals & Chemicals 10.75% 2003..........................       500,000        543,750
                    Arcadian Partners L.P. 10.75% 2005....................................       250,000        274,375
                    General Chemical Corp. 9.25% 2003.....................................       250,000        255,625
                    Harris Chemical North America, Inc. 10.25% 2001.......................       150,000        155,812
                    PMI Acquisition Corp. 10.25% 2003.....................................       350,000        357,000
                    Rexene Corp. 11.75% 2004..............................................       150,000        168,375
                    Sterling Chemicals, Inc. 11.75% 2006..................................       235,000        249,100
                    Texas Petrochemicals Corp. 11.13% 2006................................        90,000         96,750
                                                                                                            ------------
                                                                                                              2,403,347
                                                                                                            ------------
                    COMMUNICATIONS & MEDIA -- 10.3%
                    Benedek Communications Corp. zero coupon 2006(1)(2)...................       550,000        314,875
                    Big Flower Press Holdings 10.75% 2003.................................       250,000        260,625
                    Chancellor Broadcasting Co. 9.38% 2004................................       500,000        505,000
                    Galaxy Telecom L.P. 12.38% 2005.......................................       250,000        266,250
                    Granite Broadcasting Corp. 10.38% 2005................................       150,000        153,750
                    Granite Broadcasting Corp. 12.75% 2002................................       350,000        381,500
                    Lenfest Communications, Inc. 8.38% 2005...............................       250,000        241,562
                    MobileMedia Corp. 9.38% 2007+(3)......................................       500,000        135,000
                    Plitt Theaters, Inc. 10.88% 2004......................................       500,000        503,750
                    Rifkin Acquisitions Partners L.P. 11.13% 2006.........................       500,000        521,250
                    Teleport Communications Group, Inc. zero coupon 2007(1)...............       175,000        119,875
                    World Color Press, Inc. 9.13% 2003....................................       750,000        757,500
                    Young Broadcasting, Inc. 11.75% 2004..................................       500,000        545,000
                                                                                                            ------------
                                                                                                              4,705,937
                                                                                                            ------------
                    CONSUMER DISCRETIONARY -- 0.7%
                    Webb (Del) Corp. 9.00% 2006...........................................       350,000        341,250
                                                                                                            ------------
</TABLE>
 
                                                           ---------------------
 
                                       11
<PAGE>   9
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                          BONDS & NOTES (continued)                            AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    CONSUMER STAPLES -- 3.2%
                    American Safety Razor Co. 9.88% 2005..................................   $   150,000    $   159,375
                    Gruma SA de CV 9.75% 1998.............................................       250,000        257,188
                    Sweetheart Cup, Inc. 10.50% 2003......................................       500,000        520,000
                    Westpoint Stevens, Inc. 8.75% 2001....................................       500,000        513,750
                                                                                                            ------------
                                                                                                              1,450,313
                                                                                                            ------------
                    ENERGY -- 6.3%
                    Energy Ventures, Inc. 10.25% 2004.....................................       150,000        162,375
                    Flores & Rucks, Inc. 9.75% 2006.......................................       165,000        174,900
                    Mesa Operating Co. zero coupon 2006(1)................................       350,000        241,500
                    Mesa Operating Co. 10.63% 2006........................................        75,000         81,375
                    Plains Resources, Inc. 10.25% 2006....................................       600,000        642,000
                    Santa Fe Energy Resources, Inc. 11.00% 2004...........................       500,000        550,000
                    Seagull Energy Corp. 8.63% 2005.......................................       250,000        253,750
                    Transportadora De Gas 7.75% 1998......................................       250,000        250,312
                    Transportadora De Gas 10.25% 2001.....................................       250,000        264,875
                    YPF Sociedad Anonima 8.00% 2004.......................................       250,000        241,250
                                                                                                            ------------
                                                                                                              2,862,337
                                                                                                            ------------
                    FINANCE -- 4.4%
                    Chevy Chase Savings Bank 9.25% 2008...................................       125,000        127,500
                    Dime Bancorp, Inc. 10.50% 2005........................................       500,000        550,625
                    First Nationwide Escrow Corp. 10.63% 2003*............................        40,000         43,200
                    First Nationwide Parent Holdings 12.50% 2003..........................       350,000        392,000
                    Imperial Credit Industries, Inc. 9.75% 2004...........................       400,000        410,000
                    Tembec Finance Corp. 9.88% 2005.......................................       500,000        467,500
                                                                                                            ------------
                                                                                                              1,990,825
                                                                                                            ------------
                    GAMING -- 1.6%
                    Hollywood Casino, Inc. 12.75% 2003....................................       250,000        240,000
                    Trump Atlantic City Associates 11.25% 2006............................       500,000        495,000
                                                                                                            ------------
                                                                                                                735,000
                                                                                                            ------------
                    GROCERY -- 1.6%
                    Bruno's, Inc. 10.50% 2005.............................................        85,000         90,100
                    Dominick's Finer Foods, Inc. 10.88% 2005..............................       225,000        249,188
                    Smith's Food & Drug Centers, Inc. 11.25% 2007.........................       350,000        386,750
                                                                                                            ------------
                                                                                                                726,038
                                                                                                            ------------
                    HEALTHCARE -- 5.2%
                    Beverly Enterprises, Inc. 9.00% 2006..................................       250,000        251,250
                    Dade International, Inc. 11.13% 2006..................................       190,000        206,150
                    Genesis Health Ventures, Inc. 9.75% 2005..............................       225,000        236,250
                    Integrated Health Services, Inc. 10.25% 2006*.........................       250,000        262,500
                    OrNda HealthCorp. 11.38% 2004.........................................       500,000        577,500
                    Owens & Minor, Inc. 10.88% 2006.......................................       350,000        375,375
                    Quorum Health Group, Inc. 8.75% 2005..................................       175,000        179,375
                    Tenet Healthcare Corp. 9.63% 2002.....................................       250,000        273,750
                                                                                                            ------------
                                                                                                              2,362,150
                                                                                                            ------------
</TABLE>
 
- ---------------------
 
                                       12
<PAGE>   10
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                          BONDS & NOTES (continued)                            AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    INDUSTRIAL & COMMERCIAL -- 16.6%
                    American Standard, Inc. zero coupon 2005(1)...........................   $   500,000    $   465,000
                    Amtrol, Inc. 10.63% 2006*.............................................       175,000        179,156
                    Associated Materials, Inc. 11.50% 2003................................       235,000        239,700
                    Bell & Howell Co. zero coupon 2005(1).................................     1,000,000        725,000
                    Bell & Howell Co. 9.25% 2000..........................................       250,000        254,375
                    Collins & Aikman Corp. 11.50% 2006....................................       500,000        545,000
                    Delco Remy International, Inc. 10.63% 2006*...........................       350,000        368,375
                    Doman Industries Ltd. 8.75% 2004......................................       500,000        467,500
                    Dominion Textile USA, Inc. 8.88% 2003.................................       150,000        150,375
                    Dominion Textile USA, Inc. 9.25% 2006.................................        50,000         50,812
                    EnviroSource, Inc. 9.75% 2003.........................................       150,000        141,188
                    Essex Group, Inc. 10.00% 2003.........................................       500,000        512,500
                    Exide Corp. 10.75% 2002...............................................        50,000         52,250
                    Graphic Controls Corp. 12.00% 2005(2).................................       225,000        249,187
                    Great Lakes Carbon Corp. 10.00% 2006..................................       500,000        530,000
                    Hayes Wheels International, Inc. 11.00% 2006..........................       135,000        147,319
                    Interlake Corp. 12.13% 2002...........................................       250,000        258,750
                    Johnstown America Industries, Inc. 11.75% 2005(2).....................       380,000        362,900
                    K & F Industries, Inc. 10.38% 2004....................................       350,000        369,250
                    K & F Industries, Inc. 11.88% 2003....................................       150,000        161,625
                    Lear Seating Corp. 8.25% 2002.........................................       250,000        251,875
                    Mettler Toledo, Inc. 9.75% 2006.......................................        95,000         99,750
                    Specialty Equipment Cos., Inc. 11.38% 2003............................       250,000        273,125
                    UCAR Global Enterprises, Inc. 12.00% 2005.............................       200,000        230,500
                    Walbro Corp. 9.88% 2005...............................................       500,000        515,000
                                                                                                            ------------
                                                                                                              7,600,512
                                                                                                            ------------
                    INFORMATION TECHNOLOGY -- 3.2%
                    Advanced Micro Devices, Inc. 11.00% 2003..............................       250,000        271,250
                    Digital Equipment Corp. 7.75% 2023....................................       250,000        214,413
                    Jacor Communications Co. 9.75% 2006...................................       430,000        438,600
                    Unisys Corp. 12.00% 2003..............................................       500,000        532,500
                                                                                                            ------------
                                                                                                              1,456,763
                                                                                                            ------------
                    METALS & MINERALS -- 9.6%
                    A.K. Steel Corp. 9.13% 2006*..........................................       260,000        267,150
                    A.K. Steel Corp. 10.75% 2004..........................................       350,000        382,375
                    Armco, Inc. 9.38% 2000................................................       750,000        753,750
                    Bethlehem Steel Corp. 10.38% 2003.....................................       500,000        528,750
                    Northwestern Steel & Wire Co. 9.50% 2001..............................       500,000        490,000
                    NS Group, Inc. 13.50% 2003............................................       500,000        511,250
                    S.D. Warren Co. 12.00% 2004...........................................       400,000        432,000
                    Weirton Steel Corp. 10.88% 1999.......................................       300,000        312,000
                    Weirton Steel Corp. 11.38% 2004.......................................       350,000        355,250
                    Wheeling Pittsburgh Corp. 9.38% 2003..................................       350,000        346,500
                                                                                                            ------------
                                                                                                              4,379,025
                                                                                                            ------------
                    NON-U.S. GOVERNMENT OBLIGATIONS -- 1.1%
                    Republic of Argentina 8.38% 2003......................................       250,000        237,500
                    Republic of Argentina 11.00% 2006.....................................       100,000        104,125
                    Republic of Brazil 6.00% 2013.........................................       250,000        179,297
                                                                                                            ------------
                                                                                                                520,922
                                                                                                            ------------
</TABLE>
 
                                                           ---------------------
 
                                       13
<PAGE>   11
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                          BONDS & NOTES (continued)                            AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    PAPER PRODUCTS -- 6.5%
                    Container Corp. of America 9.75% 2003.................................   $   500,000    $   525,000
                    Container Corp. of America 11.25% 2004................................       450,000        488,250
                    Domtar, Inc. 8.75% 2006...............................................        50,000         52,875
                    Fort Howard Corp. 9.25% 2001..........................................       750,000        781,875
                    Grupo International Durango SA de CV 12.63% 2003......................       115,000        124,775
                    Rainy River Forest Products, Inc. 10.75% 2001.........................       250,000        269,375
                    Repap New Brunswick, Inc. 9.88% 2000..................................       210,000        214,200
                    Silgan Corp. 11.75% 2002..............................................       150,000        159,750
                    Silgan Holdings, Inc. 13.25% 2002.....................................        69,000         69,431
                    Stone Container Corp. 11.88% 1998.....................................       250,000        263,438
                                                                                                            ------------
                                                                                                              2,948,969
                                                                                                            ------------
                    RETAIL -- 1.1%
                    Guitar Center Management Co., Inc. 11.00% 2006*.......................       500,000        525,000
                                                                                                            ------------
                    SERVICES -- 1.9%
                    Muzak L.P. 10.00% 2003................................................       500,000        514,375
                    Penda Corp. 10.75% 2004...............................................       375,000        363,281
                                                                                                            ------------
                                                                                                                877,656
                                                                                                            ------------
                    UTILITIES -- 4.1%
                    Cabot Safety Acquisition Corp. 12.50% 2005............................       350,000        388,500
                    El Paso Electric Co. 8.90% 2006.......................................       500,000        521,320
                    First PV Funding Corp. 10.15% 2016....................................       164,000        174,250
                    Telefonica de Argentina SA 11.88% 2004................................       250,000        276,250
                    Texas-New Mexico Power Co. 10.75% 2003................................       500,000        536,250
                                                                                                            ------------
                                                                                                              1,896,570
                                                                                                            ------------
                    TOTAL BONDS & NOTES (cost $40,749,545)................................                   42,442,496
                                                                                                            ------------
 
                    COMMON STOCK -- 0.1%                                                       SHARES
                    ----------------------------------------------------------------------------------------------------
                    INDUSTRIAL & COMMERCIAL -- 0.1%
                    Triangle Wire And Cable, Inc.+(2)(4) (cost $330,000)..................        31,667         31,667
                                                                                                            ------------
                                           PREFERRED STOCK -- 2.1%
                    ----------------------------------------------------------------------------------------------------
                    COMMUNICATIONS & MEDIA -- 0.4%
                    Benedek Communications Corp.(2).......................................         2,000        197,000
                                                                                                            ------------
                    FINANCE -- 1.5%
                    California Federal Bank Los Angeles 10.63%............................         2,500        275,000
                    Chevy Chase Preferred Capital Corp., Series A 10.38%..................         8,285        431,856
                                                                                                            ------------
                                                                                                                706,856
                                                                                                            ------------
                    PAPER PRODUCTS -- 0.2%
                    Silgan Holdings, Inc. 13.25%*.........................................            74         79,055
                                                                                                            ------------
                    TOTAL PREFERRED STOCK (cost $932,452).................................                      982,911
                                                                                                            ------------
</TABLE>
 
- ---------------------
 
                                       14
<PAGE>   12
<TABLE>
<CAPTION>
                    WARRANTS -- 0.0%+                                                          SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    COMMUNICATIONS & MEDIA -- 0.0%
                    Benedek Communications Corp. 7/01/07(2) (cost $13,800)................         2,000    $     6,000
                                                                                                            ------------
                    TOTAL INVESTMENT SECURITIES (cost $42,025,797)........................                   43,463,074
                                                                                                            ------------
<CAPTION>
                                                                                              PRINCIPAL
                    REPURCHASE AGREEMENTS -- 2.6%                                              AMOUNT
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>            <C>
                    Joint Repurchase Agreement Account -- First Boston (Note 3)...........   $   433,000        433,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)...........       740,000        740,000
                                                                                                            ------------
                    TOTAL REPURCHASE AGREEMENTS (cost $1,173,000).........................                    1,173,000
                                                                                                            ------------
                    TOTAL INVESTMENTS --
                      (cost $43,198,797)                                              97.7%                   44,636,074
                    Other assets less liabilities --                                   2.3                     1,050,646
                                                                                    ------                  ------------
                    NET ASSETS --                                                    100.0%                   $45,686,720
                                                                                    ======                  =============
</TABLE>
 
              -----------------------------
              +   Non-income producing securities
              *   Resale restricted to qualified institutional buyers
              (1) Represents a zero-coupon bond which will convert to an
                  interest-bearing security at a later date
              (2) Fair valued security; see Note 2
              (3) Issuer of the security has filed for bankruptcy and interest
                  payments are in default
              (4) At December 31, 1996 the Portfolio held restricted securities
                  amounting to 0.1% of net assets. The Portfolio will not bear
                  any costs, including those involved in registration under the
                  Securities Act of 1933, in connection with the disposition of
                  the security:
<TABLE>
<CAPTION>
                                                                                                        VALUATION
                                                          DATE OF                          UNIT           AS OF
                               DESCRIPTION              ACQUISITION       SHARES           COST         12/31/96
                    <S>                                 <C>             <C>             <C>             <C>
                    ---------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                 <C>             <C>             <C>             <C>
                    Triangle Wire and Cable, Inc.         3/21/94            10,556     $ 10.716654       $1.00
                    Triangle Wire and Cable, Inc.         3/24/94            21,111       10.273080        1.00
                                                                        -----------
                                                                             31,667
                                                                             ======
</TABLE>
 
              See Notes to Financial Statements
 
                                                           ---------------------
 
                                       15
<PAGE>   13
 
- ---------------------
 
    ANCHOR SERIES TRUST
    TARGET '98 PORTFOLIO               INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                               PRINCIPAL
                                            BONDS & NOTES -- 97.2%                              AMOUNT         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    FINANCE -- 7.1%
                    American General Corp. 9.70% 1998......................................   $  250,000    $   259,350
                    International Lease Finance Corp. 7.50% 1999...........................      250,000        255,680
                    United Virginia Bankshares, Inc. 8.63% 1998............................      200,000        205,480
                                                                                                            ------------
                                                                                                                720,510
                                                                                                            ------------
                    SUPRANATIONALS -- 5.0%
                    International Bank For Reconstruction & Development zero coupon 1998...      550,000        507,101
                                                                                                            ------------
                    U.S. GOVERNMENT & AGENCIES -- 77.9%
                    Federal Judiciary Office Building zero coupon 1998.....................    1,000,000        910,470
                    Federal National Mortgage Association zero coupon 1998.................    2,000,000      1,817,838
                    Government Trust Certificates Series 3D zero coupon 1998...............    1,000,000        897,500
                    Government Trust Certificates Series T zero coupon 1998................    2,600,000      2,333,500
                    Tennessee Valley Authority zero coupon 1998............................    1,000,000        888,320
                    Treasury Investment Growth Receipts zero coupon 1998...................      500,000        449,160
                    United States Treasury Note Strip Prior zero coupon 1998...............      700,000        628,145
                                                                                                            ------------
                                                                                                              7,924,933
                                                                                                            ------------
                    UTILITIES -- 7.2%
                    Michigan Bell Telephone Co. 9.25% 1998.................................      300,000        315,894
                    Quebec Hydroelectric 9.55% 1998........................................      100,000        102,898
                    Virginia Electric & Power Co. 9.38% 1998...............................      300,000        312,306
                                                                                                            ------------
                                                                                                                731,098
                                                                                                            ------------
                    TOTAL INVESTMENT SECURITIES (cost $9,617,629)..........................                   9,883,642
                                                                                                            ------------
<CAPTION>
 
                                         REPURCHASE AGREEMENTS -- 2.8%
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    Joint Repurchase Agreement Account -- First Boston (Note 3)............      128,000        128,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)............      155,000        155,000
                                                                                                            ------------
                    TOTAL REPURCHASE AGREEMENTS (cost $283,000)............................                     283,000
                                                                                                            ------------
                    TOTAL INVESTMENTS -- (cost $9,900,629)                            100.0%                  10,166,642
                    Other assets less liabilities --                                    0.0                        4,899
                                                                                     ------                 ------------
                    NET ASSETS --                                                     100.0%                  $10,171,541
                                                                                     ======                 =============
</TABLE>
 
              -----------------------------
 
              See Notes to Financial Statements
 
- ---------------------
 
                                       16
<PAGE>   14
 
- ---------------------
 
    ANCHOR SERIES TRUST
    GROWTH AND INCOME
    PORTFOLIO                          INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                            COMMON STOCK -- 87.0%                               SHARES            VALUE
                    <S>                                                                     <C>               <C>
                    --------------------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                                                     <C>               <C>
                    CONSUMER DISCRETIONARY -- 5.4%
                    Retail -- 5.4%
                    May Department Stores Co. ...........................................        13,000        $    607,750
                    Mercantile Stores Co., Inc. .........................................         7,200             355,500
                    Saks Holdings, Inc.+.................................................        13,000             351,000
                    Wal-Mart Stores, Inc. ...............................................        22,000             503,250
                                                                                                                  ---------
                                                                                                                  1,817,500
                                                                                                                  ---------
                    CONSUMER STAPLES -- 10.8%
                    Food, Beverage & Tobacco -- 2.6%
                    PepsiCo, Inc. .......................................................        12,000             351,000
                    Sara Lee Corp. ......................................................        14,000             521,500
 
                    Household Products -- 8.2%
                    Colgate-Palmolive Co. ...............................................         4,000             369,000
                    Gillette Co. ........................................................         7,000             544,250
                    Kimberly-Clark Corp. ................................................         7,000             666,750
                    Procter & Gamble Co. ................................................         7,000             752,500
                    Revlon, Inc., Class A+...............................................        14,000             418,250
                                                                                                                  ---------
                                                                                                                  3,623,250
                                                                                                                  ---------
                    ENERGY -- 8.9%
                    Energy Services -- 2.6%
                    Fluor Corp. .........................................................         6,000             376,500
                    Schlumberger Ltd. ...................................................         5,000             499,375
 
                    Energy Sources -- 6.3%
                    Amoco Corp. .........................................................         6,000             483,000
                    Exxon Corp. .........................................................         6,000             588,000
                    Royal Dutch Petroleum Co., NY Registry Shares .......................         3,500             597,625
                    Union Pacific Resources Group, Inc. .................................        14,234             416,345
                                                                                                                  ---------
                                                                                                                  2,960,845
                                                                                                                  ---------
                    FINANCE -- 14.0%
                    Banks -- 6.1%
                    Citicorp.............................................................         5,000             515,000
                    First Bank System, Inc. .............................................         7,000             477,750
                    First Union Corp. ...................................................         9,000             666,000
                    Wachovia Corp. ......................................................         7,000             395,500
 
                    Financial Services -- 1.9%
                    American Express Co. ................................................        11,000             621,500
 
                    Insurance -- 6.0%
                    ACE Ltd. ............................................................        10,000             601,250
                    Allstate Corp. ......................................................        11,000             636,625
                    American International Group, Inc. ..................................         7,000             757,750
                                                                                                                  ---------
                                                                                                                  4,671,375
                                                                                                                  ---------
</TABLE>
 
                                                           ---------------------
 
                                       17
<PAGE>   15
 
<TABLE>
<CAPTION>
                                          COMMON STOCK (continued)                              SHARES            VALUE
                    --------------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>               <C>
                    HEALTHCARE -- 12.6%
                    Drugs -- 11.1%
                    American Home Products Corp. ........................................        10,000        $    586,250
                    Bristol-Myers Squibb Co. ............................................         6,000             652,500
                    Pfizer, Inc. ........................................................         7,000             580,125
                    Pharmacia & Upjohn, Inc. ............................................        14,000             554,750
                    Warner-Lambert Co. ..................................................        10,000             750,000
                    Zeneca Group PLC ADR.................................................         7,000             588,000
 
                    Medical Products -- 1.5%
                    Abbott Laboratories..................................................        10,000             507,500
                                                                                                                  ---------
                                                                                                                  4,219,125
                                                                                                                  ---------
                    INDUSTRIAL & COMMERCIAL -- 8.2%
                    Aerospace & Military Technology -- 3.5%
                    Boeing Co. ..........................................................         7,000             744,625
                    United Technologies Corp. ...........................................         6,400             422,400
 
                    Electrical Equipment -- 3.8%
                    AMP, Inc. ...........................................................        10,000             383,750
                    General Electric Co. ................................................         9,000             889,875
 
                    Transportation -- 0.9%
                    Union Pacific Corp. .................................................         5,000             300,625
                                                                                                                  ---------
                                                                                                                  2,741,275
                                                                                                                  ---------
                    INFORMATION & ENTERTAINMENT -- 5.3%
                    Broadcasting & Media -- 3.5%
                    Gannett Co., Inc. ...................................................         9,000             673,875
                    Viacom, Inc., Class B+...............................................        15,000             523,125
 
                    Leisure & Tourism -- 1.8%
                    McDonald's Corp. ....................................................        13,000             588,250
                                                                                                                  ---------
                                                                                                                  1,785,250
                                                                                                                  ---------
                    INFORMATION TECHNOLOGY -- 10.1%
                    Communication Equipment -- 3.0%
                    Cisco Systems, Inc.+.................................................         7,000             445,375
                    Motorola, Inc. ......................................................         9,000             552,375
 
                    Computers & Business Equipment -- 3.8%
                    International Business Machines Corp. ...............................         5,700             860,700
                    Xerox Corp. .........................................................         8,000             421,000
 
                    Software -- 3.3%
                    Computer Sciences Corp.+.............................................         6,000             492,750
                    Electronic Data Systems Corp. .......................................        14,078             608,873
                                                                                                                  ---------
                                                                                                                  3,381,073
                                                                                                                  ---------
                    MATERIALS -- 6.1%
                    Chemicals -- 4.5%
                    Air Products & Chemicals, Inc. ......................................         9,000             622,125
                    Dow Chemical Co. ....................................................         4,000             313,500
                    du Pont (E.I.) de Nemours & Co. .....................................         6,000             566,250
 
                    Metals & Minerals -- 1.6%
                    Phelps Dodge Corp. ..................................................         8,000             540,000
                                                                                                                  ---------
                                                                                                                  2,041,875
                                                                                                                  ---------
</TABLE>
 
- ---------------------
 
                                       18
<PAGE>   16
 
<TABLE>
<CAPTION>
                                          COMMON STOCK (continued)                              SHARES            VALUE
                    --------------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>               <C>
                    UTILITIES -- 5.6%
                    Electric Utilities -- 2.9%
                    Central & South West Corp. ..........................................        13,000        $    333,125
                    Pacific Gas & Electric Co. ..........................................        15,000             315,000
                    Texas Utilities Co. .................................................         7,500             305,625
 
                    Telephone -- 2.7%
                    AT&T Corp. ..........................................................        11,000             478,500
                    SBC Communications, Inc. ............................................         8,500             439,875
                                                                                                                  ---------
                                                                                                                  1,872,125
                                                                                                                  ---------
                    TOTAL COMMON STOCK (cost $25,357,675)................................                        29,113,693
                                                                                                                  ---------
 
                                     CONVERTIBLE PREFERRED STOCK -- 5.8%
                    --------------------------------------------------------------------------------------------------------
                    ENERGY -- 1.1%
                    Energy Sources -- 1.1%
                    Unocal Capital Trust 6.25%...........................................         6,696             379,998
                                                                                                                  ---------
                    FINANCE -- 2.2%
                    Insurance -- 2.2%
                    Jefferson Pilot Corp. 7.25%..........................................         8,000             728,000
                                                                                                                  ---------
                    INFORMATION & ENTERTAINMENT -- 0.9%
                    Broadcasting & Media -- 0.9%
                    Cablevision Systems Corp., Series I 8.50%............................        15,000             307,500
                                                                                                                  ---------
                    INFORMATION TECHNOLOGY -- 0.4%
                    Software -- 0.4%
                    Microsoft Corp., Series A $2.20......................................         1,600             128,200
                                                                                                                  ---------
                    MATERIALS -- 1.2%
                    Forest Products -- 1.2%
                    International Paper Capital Trust 5.25%..............................         8,500             389,937
                                                                                                                  ---------
                    TOTAL CONVERTIBLE PREFERRED STOCK (cost $1,810,191)..................                         1,933,635
                                                                                                                  ---------
 
                                                                                              PRINCIPAL
                                          CONVERTIBLE BONDS -- 5.1%                             AMOUNT
                    --------------------------------------------------------------------------------------------------------
                    CONSUMER DISCRETIONARY -- 1.2%
                    Retail -- 1.2%
                    Home Depot, Inc. 3.25% 2001..........................................      $400,000             390,000
                                                                                                                  ---------
                    FINANCE -- 2.3%
                    Financial Services -- 2.3%
                    First Financial Management Corp. 5.00% 1999..........................       450,000             775,688
                                                                                                                  ---------
</TABLE>
 
                                                           ---------------------
 
                                       19
<PAGE>   17
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                        CONVERTIBLE BONDS (continued)                           AMOUNT            VALUE
                    --------------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>               <C>
                    HEALTHCARE -- 1.6%
                    Health Services -- 1.6%
                    Tenet Healthcare Corp. 6.00% 2005....................................      $500,000        $    532,500
                                                                                                                  ---------
                    TOTAL CONVERTIBLE BONDS (cost $1,565,100)............................                         1,698,188
                                                                                                                  ---------
                    TOTAL INVESTMENT SECURITIES (cost $28,732,966).......................                        32,745,516
                                                                                                                  ---------
 
                                        REPURCHASE AGREEMENTS -- 3.1%
                    --------------------------------------------------------------------------------------------------------
                    Joint Repurchase Agreement Account -- First Boston (Note 3)..........       399,000             399,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)..........       640,000             640,000
                                                                                                                  ---------
                    TOTAL REPURCHASE AGREEMENTS (cost $1,039,000)........................                         1,039,000
                                                                                                                  ---------
                    TOTAL INVESTMENTS -- (cost $29,771,966)                         101.0%                       33,784,516
                    Liabilities in excess of other assets --                         (1.0)                         (319,243)
                                                                                   ------                         ---------
                    NET ASSETS --                                                   100.0%                     $ 33,465,273
                                                                                   ======                         =========
</TABLE>
 
              -----------------------------
 
              + Non-income producing securities
              ADR - American Depositary Receipts
 
              See Notes to Financial Statements
 
- ---------------------
 
                                       20
<PAGE>   18
 
- ---------------------
 
    ANCHOR SERIES TRUST
    FOREIGN SECURITIES
    PORTFOLIO                          INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                             COMMON STOCK -- 88.1%                              SHARES         VALUE
                    <S>                                                                       <C>           <C>
                    ----------------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                                                       <C>           <C>
                    ARGENTINA -- 0.5%
                    YPF Sociedad Anonima ADR (Energy)@.....................................       10,000    $   252,500
                                                                                                            -----------
                    AUSTRALIA -- 3.5%
                    Amcor Ltd. (Materials).................................................       63,964        411,310
                    Boral Ltd. (Materials).................................................       42,271        120,285
                    Broken Hill Proprietary Ltd. (Materials)...............................       37,178        529,552
                    Goodman Fielder Wattie Ltd. (Consumer Staples).........................      108,471        134,500
                    Pioneer International Ltd. (Materials)+................................       90,000        268,262
                    Qantas Airways Ltd. ADR (Information & Entertainment)*@................       13,600        226,838
                                                                                                            -----------
                                                                                                              1,690,747
                                                                                                            -----------
                    AUSTRIA -- 0.8%
                    OMV AG (Energy)........................................................        3,500        394,653
                                                                                                            -----------
                    BELGIUM -- 0.8%
                    Credit Dexia/Communal Holding (Finance)+*..............................        4,100        374,108
                                                                                                            -----------
                    BRAZIL -- 0.3%
                    Centrais Eletricas Brasileiras SA - ELETROBRAS ADR (Utilities).........        9,000        161,102
                                                                                                            -----------
                    CANADA -- 1.8%
                    Canadian Pacific Ltd. ADR (Industrial & Commercial)+...................       25,000        658,183
                    Canwest Global Communications (Information Technology).................       21,300        218,325
                                                                                                            -----------
                                                                                                                876,508
                                                                                                            -----------
                    CHILE -- 0.8%
                    Enersis SA ADR (Utilities).............................................       13,000        360,750
                                                                                                            -----------
                    DENMARK -- 2.5%
                    Tele Danmark A/S, Class B ADR (Utilities)@.............................       15,400        419,650
                    Unidanmark A/S (Finance)...............................................       15,500        802,523
                                                                                                            -----------
                                                                                                              1,222,173
                                                                                                            -----------
                    FINLAND -- 2.8%
                    Kesko (Consumer Discretionary).........................................          100          1,411
                    Merita Ltd. (Finance)+.................................................       78,600        244,343
                    Metsa Serla Oy (Materials).............................................       47,500        356,250
                    Nokia Corp., Class A ADR (Information Technology)......................        8,500        489,813
                    Rauma Oy (Industrial & Commercial).....................................       12,000        253,043
                                                                                                            -----------
                                                                                                              1,344,860
                                                                                                            -----------
                    FRANCE -- 7.8%
                    Accor SA (Information & Entertainment).................................        2,772        351,008
                    Assurance General de France (Finance)+*................................        6,500        209,839
                    Banque Nationale de Paris (Finance)....................................       16,000        619,216
                    Cie de St. Gobain (Materials)..........................................        2,097        296,656
                    Credit Commerce France (Finance).......................................        2,000         92,512
                    Elf Aquitaine SA (Energy)..............................................        5,000        455,141
</TABLE>
 
                                                           ---------------------
 
                                       21
<PAGE>   19
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    FRANCE (continued)
                    Havas SA (Information & Entertainment).................................        4,089    $   286,864
                    Peugeot SA (Consumer Discretionary)....................................          500         56,278
                    Remy Cointreau SA (Consumer Staples)...................................        6,000        169,991
                    Rhone-Poulenc SA (Healthcare)..........................................       15,830        539,718
                    Societe Generale (Finance).............................................        3,846        415,844
                    Total SA, Series B (Energy)............................................        2,956        240,423
                                                                                                            -----------
                                                                                                              3,733,490
                                                                                                            -----------
                    GERMANY -- 3.8%
                    Daimler-Benz AG (Consumer Discretionary)...............................       11,500        792,176
                    Degussa AG (Materials).................................................          700        316,838
                    Karstadt AG (Consumer Discretionary)...................................        1,100        371,718
                    Mannesmann AG (Industrial & Commercial)................................          800        346,763
                                                                                                            -----------
                                                                                                              1,827,495
                                                                                                            -----------
                    HONG KONG -- 3.6%
                    CITIC Pacific Ltd. (Consumer Discretionary)............................       35,000        203,181
                    Hutchison Whampoa Ltd. (Real Estate)...................................       60,000        471,265
                    Sun Hung Kai Properties Ltd. (Real Estate).............................       43,000        526,763
                    Swire Pacific Ltd., Class A (Real Estate)..............................       55,000        524,436
                                                                                                            -----------
                                                                                                              1,725,645
                                                                                                            -----------
                    INDIA -- 0.4%
                    State Bank India GDR (Finance)*@.......................................       11,500        199,755
                                                                                                            -----------
                    INDONESIA -- 1.0%
                    PT Bank Negara Indonesia (Finance)+*...................................      249,500        132,038
                    PT Indonesian Satellite Corp. ADR (Utilities)+*........................        4,000        109,500
                    PT Jaya Real Property alien (Real Estate)..............................      154,000        215,157
                                                                                                            -----------
                                                                                                                456,695
                                                                                                            -----------
                    IRELAND -- 0.8%
                    Allied Irish Banks (Finance)...........................................       21,008        141,085
                    Jefferson Smurfit Group (Paper Products)+..............................       80,000        230,941
                                                                                                            -----------
                                                                                                                372,026
                                                                                                            -----------
                    ITALY -- 3.1%
                    Arnaldo Mondadori Edit (Information & Entertainment)...................       40,000        325,643
                    Banca Commerciale Italiana SpA (Finance)...............................      111,200        202,315
                    Fiat SpA (Consumer Discretionary)......................................      100,000        302,571
                    STET (Utilities).......................................................      144,000        654,977
                                                                                                            -----------
                                                                                                              1,485,506
                                                                                                            -----------
                    JAPAN -- 18.8%
                    77th Bank (Finance)....................................................       20,000        164,062
                    Asahi Organic Chemical (Industrial & Commercial).......................       19,000        112,054
                    Canon Sales Co., Inc. (Industrial & Commercial)........................        5,500        122,528
                    Chudenko Corp. (Industrial & Commercial)...............................        6,000        173,042
                    Chugai Pharmaceutical Co., Ltd. (Healthcare)...........................       22,000        184,267
                    Cosel Co. Ltd. (Industrial & Commercial)...............................        3,000         46,887
                    Dai Nippon Printing Co., Ltd. (Information & Entertainment)............       30,000        525,861
                    Danto Corp. (Materials)................................................        6,000         58,544
                    Fuji Machine Manufacturing Co. (Industrial & Commercial)...............        9,000        238,580
                    JGC Corp. (Industrial & Commercial)....................................       33,000        247,621
                    Kyudenko Corp. (Industrial & Commercial)...............................       15,000        155,427
                    Mabuchi Motor Co., Ltd. (Industrial & Commercial)......................        6,000        302,047
                    Maruichi Steel Tube (Energy)...........................................       19,000        328,124
                    Matsushita Electric Industrial Co., Ltd. (Information Technology)+.....       32,000        522,235
                    Mitsubishi Heavy Industrial Ltd. (Industrial & Commercial).............       55,000        436,923
                    Murata Manufacturing Co. (Information Technology)......................       12,000        398,929
</TABLE>
 
- ---------------------
 
                                       22
<PAGE>   20
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    JAPAN (continued)
                    NGK Spark Plug Co. Ltd. (Industrial & Commercial)......................       40,000    $   438,650
                    Nippon Express Co. Ltd. (Industrial & Commercial)......................       25,000        171,401
                    Nippon Television Network (Information & Entertainment)................        1,760        531,906
                    Nomura Securities International, Inc. (Finance)........................       23,000        345,566
                    Onward Kashiyama (Consumer Discretionary)..............................       40,000        562,991
                    Sakura Bank Ltd. (Finance).............................................       33,000        235,938
                    Sanwa Bank Ltd. (Finance)..............................................       14,000        191,003
                    Sony Corp. (Information & Entertainment)...............................        4,000        262,154
                    Sumitomo Realty & Development Co., Ltd. (Real Estate)..................       47,000        296,261
                    Sumitomo Trust & Banking Co., Ltd. (Finance)...........................        7,000         70,115
                    Toda Construction Co. (Industrial & Commercial)........................       32,000        243,157
                    Tokio Marine & Fire Insurance Co., Ltd. (Finance)......................       26,000        244,711
                    Toyo Ink Manufacturing Co. (Materials).................................       75,000        307,616
                    Toyota Motor Corp. (Consumer Discretionary)............................       14,000        402,556
                    World Co., Ltd. (Consumer Discretionary)...............................        7,900        327,433
                    Yamato Kogyo Co. (Materials)...........................................       42,000        388,049
                    Yamazaki Baking Co. (Consumer Staples).................................        1,000         15,974
                                                                                                            -----------
                                                                                                              9,052,612
                                                                                                            -----------
                    MALAYSIA -- 1.6%
                    Land & General Bhd (Real Estate).......................................       70,000        167,689
                    Resorts World Bhd (Information & Entertainment)........................       43,000        195,803
                    Sime Darby Bhd (Industrial & Commercial)...............................       98,000        386,102
                                                                                                            -----------
                                                                                                                749,594
                                                                                                            -----------
                    MEXICO -- 1.5%
                    Cemex SA de CV (Materials).............................................       50,000        180,069
                    Fomento Economico Mexicano SA de CV (Consumer Staples).................       60,000        205,793
                    Grupo Carso SA de CV (Consumer Staples)................................       25,000        132,431
                    Grupo Financiero Bancomer SA de CV, Series B (Finance).................      350,000        140,053
                    Transportacion Maritima Mexicana SA de CV ADR
                      (Industrial & Commercial)............................................       17,100         79,087
                                                                                                            -----------
                                                                                                                737,433
                                                                                                            -----------
                    NETHERLANDS -- 2.7%
                    Internationale Nederladen Groep NV (Finance)...........................       14,765        531,934
                    KLM Royal Dutch Air Lines NV (Information & Entertainment).............       12,428        349,841
                    PolyGram NV (Information & Entertainment)..............................        8,000        407,761
                                                                                                            -----------
                                                                                                              1,289,536
                                                                                                            -----------
                    NEW ZEALAND -- 1.1%
                    Air New Zealand Ltd. (Information & Entertainment).....................       70,561        191,555
                    Carter Holt Harvey Ltd. (Materials)....................................      139,000        315,440
                                                                                                            -----------
                                                                                                                506,995
                                                                                                            -----------
                    NORWAY -- 1.4%
                    Fokus Bank ASA (Finance)...............................................       20,000        136,270
                    Nycomed ASA (Healthcare)+..............................................       20,000        302,649
                    Saga Petroleum (Energy)................................................       15,000        247,940
                                                                                                            -----------
                                                                                                                686,859
                                                                                                            -----------
                    PHILIPPINES -- 0.4%
                    Philipino Telephone Corp. (Utilities)..................................      100,000         84,601
                    Philippine Long Distance Telephone Co. ADR (Utilities).................        2,000        102,000
                                                                                                            -----------
                                                                                                                186,601
                                                                                                            -----------
                    PORTUGAL -- 0.1%
                    Telecel -- Comunicacoes Pessoais SA (Information Technology)+*.........          500         31,925
                                                                                                            -----------
</TABLE>
 
                                                           ---------------------
 
                                       23
<PAGE>   21
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    SINGAPORE -- 3.4%
                    Development Bank of Singapore alien (Finance)..........................       41,250    $   557,153
                    Far East Levingston Shipbuilding Ltd. (Energy).........................       66,000        344,315
                    Keppel Corp., Ltd. (Industrial & Commercial)...........................       46,000        358,322
                    Straits Steamship Land Ltd. (Real Estate)..............................       50,000        160,080
                    United Overseas Bank Ltd. alien (Finance)..............................       20,000        222,969
                                                                                                            -----------
                                                                                                              1,642,839
                                                                                                            -----------
                    SOUTH KOREA -- 1.7%
                    Chosun Brewery Co., Ltd. (Consumer Staples)............................        3,020         83,372
                    Commerce Bank Korea (Finance)..........................................        6,100         39,849
                    Daewoo Securities Co., Ltd. (Finance)..................................        5,814         74,997
                    Hanil Bank (Finance)...................................................       13,000         89,231
                    Hanwha Chemical (Materials)............................................        7,000         54,260
                    Korea Electric Power Corp. (Utilities).................................        2,000         58,225
                    Korean Air Lines (Industrial & Commercial).............................        9,770        160,829
                    Pohang Iron & Steel Co., Ltd. ADR (Materials)@.........................        5,000        101,250
                    Samsung Fire & Marine Insurance (Finance)+.............................          130         53,415
                    Shinsegae Department Street (Consumer Discretionary)...................        2,000         83,077
                                                                                                            -----------
                                                                                                                798,505
                                                                                                            -----------
                    SPAIN -- 2.5%
                    Acerinox SA (Materials)................................................        2,250        325,130
                    Empresa Nacional de Electricidad ADR (Utilities).......................        4,500        315,000
                    Empresa Nacional de Electricidad SA (Utilities)........................        4,000        284,691
                    Telefonica de Espana SA (Utilities)....................................       12,000        278,683
                                                                                                            -----------
                                                                                                              1,203,504
                                                                                                            -----------
                    SWEDEN -- 1.3%
                    BT Industries AB (Industrial & Commercial).............................        7,200        134,078
                    Pharmacia & Upjohn, Inc. (Healthcare)..................................       12,000        491,796
                                                                                                            -----------
                                                                                                                625,874
                                                                                                            -----------
                    SWITZERLAND -- 2.4%
                    Nestle SA (Consumer Staples)...........................................          420        450,908
                    Richemont Cie Finance (Consumer Staples)...............................          200        280,911
                    Sulzer AG (Healthcare).................................................          780        417,243
                                                                                                            -----------
                                                                                                              1,149,062
                                                                                                            -----------
                    THAILAND -- 0.8%
                    Bangkok Metropolitan Bank PCL alien (Finance)..........................      238,227         90,104
                    Land & Houses PCL alien (Real Estate)..................................        9,200         67,082
                    Siam City Cement PCL alien (Materials).................................       18,000         94,050
                    Siam Commercial Bank PCL alien (Finance)...............................       20,000        145,052
                                                                                                            -----------
                                                                                                                396,288
                                                                                                            -----------
                    UNITED KINGDOM -- 13.8%
                    Associated British Foods PLC (Consumer Staples)........................       40,000        330,992
                    BOC Group PLC (Industrial & Commercial)................................       21,000        314,442
                    Boots Co. PLC (Consumer Discretionary).................................       45,000        464,108
                    British Gas PLC (Utilities)............................................      140,000        537,262
                    British Telecommunications PLC (Utilities).............................       62,000        419,565
                    BTR PLC (Industrial & Commercial)......................................      110,000        537,091
                    Cookson Group PLC (Information Technology).............................       60,000        243,618
                    De La Rue PLC (Information Technology).................................       20,000        197,019
                    National Grid Group PLC (Utilities)....................................      130,000        434,299
                    Northern Foods PLC (Consumer Staples)..................................       68,000        235,327
                    PowerGen PLC (Utilities)...............................................       41,013        401,909
                    Rank Group PLC (Information & Entertainment)...........................       50,000        375,193
                    Reckitt & Colman PLC (Consumer Staples)................................       38,950        482,454
                    Royal & Sun Alliance Insurance Group PLC (Finance).....................       54,181        413,528
                    Royal Bank of Scotland Group PLC (Finance).............................       40,000        385,129
</TABLE>
 
- ---------------------
 
                                       24
<PAGE>   22
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    UNITED KINGDOM (continued)
                    Sainsbury (J.) PLC (Consumer Discretionary)............................       81,829    $   542,536
                    Sun Life & Provincial Holdings PLC (Finance)+*.........................       70,000        311,804
                                                                                                            -----------
                                                                                                              6,626,276
                                                                                                            -----------
                    VENEZUELA -- 0.3%
                    Compania Anon Nacional Tele De Venezuela ADR (Utilities)...............        4,800        135,000
                                                                                                            -----------
                    TOTAL COMMON STOCK (cost $39,771,403)..................................                  42,296,916
                                                                                                            -----------
 
                                            PREFERRED STOCK -- 1.5%
                    ----------------------------------------------------------------------------------------------------
                    BRAZIL -- 0.6%
                    Centrais Electricas Brasileiras SA-Electrobras, Series B (Utilities)...      350,000        130,016
                    Petroleo Brasileiros SA (Energy).......................................      990,000        157,680
                                                                                                            -----------
                                                                                                                287,696
                                                                                                            -----------
                    GERMANY -- 0.6%
                    Hornbach Holding AG (Consumer Discretionary)...........................        4,000        285,937
                                                                                                            -----------
                    VENEZUELA -- 0.3%
                    Quilmes Industrial Quinsa Societe (Consumer Staples)@..................       14,300        130,488
                                                                                                            -----------
                    TOTAL PREFERRED STOCK (cost $656,644)..................................                     704,121
                                                                                                            -----------
                    TOTAL INVESTMENT SECURITIES (cost $40,428,047).........................                  43,001,037
                                                                                                            -----------
 
                                                                                              PRINCIPAL
                                         SHORT-TERM SECURITIES -- 1.0%                          AMOUNT
                    ----------------------------------------------------------------------------------------------------
                    United States Treasury Bills 4.85% due 3/20/97 @ (cost $494,746).......   $  500,000        494,746
                                                                                                            -----------
 
                                         REPURCHASE AGREEMENTS -- 9.6%
                    ----------------------------------------------------------------------------------------------------
                    Joint Repurchase Agreement Account -- First Boston @ (Note 3)..........    1,541,000      1,541,000
                    Joint Repurchase Agreement Account -- Lehman Bros. @ (Note 3)..........    3,080,000      3,080,000
                                                                                                            -----------
                    TOTAL REPURCHASE AGREEMENTS (cost $4,621,000)..........................                   4,621,000
                                                                                                            -----------
                    TOTAL INVESTMENTS --
                      (cost $45,543,793)                                100.2%                               48,116,783
                    Liabilities in excess of other assets --             (0.2)                                  (81,094)
                                                                        ------                              -----------
                    NET ASSETS --                                       100.0%                              $48,035,689
                                                                        ======                              ===========
</TABLE>
 
              -----------------------------
 
              + Non-income producing securities
              * Resale restricted to qualified institutional buyers
              ADR - American Depositary Receipts
              GDR - Global Depositary Receipts
              @ The security or a portion thereof represents collateral for the
              following open futures contracts:
 
                                                           ---------------------
 
                                       25
<PAGE>   23
 
<TABLE>
<CAPTION>
                    OPEN FUTURES CONTRACTS
                    <S>                                                                       <C>           <C>
                    ----------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                                    UNREALIZED
                    NUMBER OF                                 EXPIRATION       VALUE AT        VALUE AS OF        APPRECIATION/
                    CONTRACTS          DESCRIPTION               DATE         TRADE DATE    DECEMBER 31, 1996      DEPRECIATION
                    <S>          <C>                        <C>               <C>           <C>                  <C>
                    -------------------------------------------------------------------------------------------------------------
                    24 Short     All ordinaries share       March 1997        $1,113,576       $ 1,167,144           $(53,568)
                                 price Stock Index
                                 Future-Sydney Futures
                                 Exchange
                    10 Long      Deutsche Terminboerse-     March 1997         1,842,930         1,884,692             41,762
                                 Dax Stock Index Future
                     2 Short     Hang Seng Index Future-    March 1997           167,368           174,013             (6,645)
                                 Hong Kong Futures
                                 Exchange
                    80 Long      IBEX 35 Future-Mercado     January 1997         290,791           316,346             25,555
                                 de Opciones y Futures
                                 Financieras
                    10 Short     Marche A Terme             March 1997           861,304           896,553            (35,249)
                                 International de France-
                                 CAC 40 Stock Index
                                 Future
                     3 Long      Mercato Italiano Future-   March 1997           310,148           315,820              5,672
                                 MIB 30 Stock Index
                                 Future
                    17 Long      Stockholm Exchange-OMS     January 1997         447,346           468,073             20,727
                                 Stock Index Future
                     2 Long      Tokyo Stock Exchange-      March 1997           266,979           253,625            (13,354)
                                 Topix Future
                     8 Long      Toronto 35 Index Future-   March 1997           875,533           918,654             43,121
                                 Toronto Futures Exchange
                                                                                                                 ----------------
                                 Net Unrealized Appreciation.................................................        $ 28,021
                                                                                                                 ==============
</TABLE>
<TABLE>
<CAPTION>
                    <S>             <C>                             <C>                  <C>                     <C>
                    OPEN FORWARD FOREIGN CURRENCY CONTRACTS
 
<CAPTION>
                    ------------------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                        CONTRACT                  IN              DELIVERY     GROSS UNREALIZED
                       TO DELIVER            EXCHANGE FOR           DATE         APPRECIATION
                    <S>                   <C>                     <C>          <C>
                    ---------------------------------------------------------------------------
                    AUD    1,404,000      USD       1,115,338      3/31/97         $    443
                    USD    1,005,052      DEM      1,556,273       3/20/97           11,550
                    USD      741,633      DEM      1,139,000       3/21/97            2,444
                    USD      297,519      ESP      38,734,000      1/17/97              704
                    USD      237,757      FRF        1,243,042     3/27/97            3,033
                    USD      282,515      ITL      432,813,600     3/21/97            1,732
                    USD      223,925      SEK       1,537,870      1/24/97            1,802
                                                                               ----------------
                                                                                     21,708
                                                                               ----------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                               GROSS UNREALIZED
                                                                                 DEPRECIATION
                    <S>                   <C>                     <C>          <C>
                    ---------------------------------------------------------------------------
                    USD      896,435      CAD      1,217,000       3/20/97        $   (3,140)
                    FRF     4,418,000     USD        851,285       3/27/97            (4,529)
                    USD      276,122      JPY       31,378,530     3/13/97            (2,394)
                    USD      158,863      SEK       1,082,000      1/24/97               (48)
                                                                               ----------------
                                                                                     (10,111)
                                                                               ----------------
                             Net Unrealized Appreciation..................        $   11,597
                                                                               ==============
                    AUD  -- Australian Dollar
                    CAD  -- Canadian Dollar
                    DEM -- Deutsche Mark
                    ESP  -- Spanish Peseta
                    FRF  -- French Franc
                    ITL  -- Italian Lira
                    JPY  -- Japanese Yen
                    SEK  -- Swedish Krona
                    USD  -- United States Dollar
</TABLE>
 
              See Notes to Financial Statements
 
- ---------------------
 
                                       26
<PAGE>   24
 
- ---------------------
 
    ANCHOR SERIES TRUST
    GROWTH PORTFOLIO                   INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                            COMMON STOCK -- 98.3%                              SHARES          VALUE
                    <S>                                                                      <C>           <C>
                    ----------------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                                                      <C>           <C>
                    CONSUMER DISCRETIONARY -- 9.3%
                    Apparel & Textiles -- 0.4%
                    Nine West Group, Inc.+................................................       31,900    $  1,479,362
 
                    Automotive -- 1.9%
                    Ford Motor Co.........................................................       82,500       2,629,687
                    General Motors Corp., Class H.........................................       40,000       2,250,000
                    Goodyear Tire & Rubber Co.............................................       38,500       1,977,938
 
                    Housing -- 0.1%
                    Juno Lighting, Inc....................................................       22,200         355,200
 
                    Retail -- 6.9%
                    Arbor Drugs, Inc......................................................      124,500       2,163,187
                    Barnes & Noble, Inc.+.................................................       75,200       2,030,400
                    Ethan Allen Interiors, Inc............................................       23,000         885,500
                    Gymboree Corp.+.......................................................       27,000         617,625
                    Home Depot, Inc.......................................................       86,000       4,310,750
                    May Department Stores Co..............................................       95,000       4,441,250
                    Office Max, Inc.+.....................................................      121,000       1,285,625
                    Rite Aid Corp.........................................................      100,000       3,975,000
                    Saks Holdings, Inc.+..................................................       79,000       2,133,000
                    Wal-Mart Stores, Inc..................................................      160,000       3,660,000
                                                                                                           -------------
                                                                                                             34,194,524
                                                                                                           -------------
                    CONSUMER STAPLES -- 6.8%
                    Food, Beverage & Tobacco -- 3.5%
                    General Mills, Inc....................................................       45,000       2,851,875
                    PepsiCo, Inc..........................................................       82,500       2,413,125
                    Philip Morris Cos., Inc...............................................       26,000       2,928,250
                    Sara Lee Corp.........................................................      120,600       4,492,350
 
                    Household Products -- 3.3%
                    Bush Boake Allen, Inc.+...............................................       65,000       1,730,625
                    Kimberly-Clark Corp...................................................       37,800       3,600,450
                    Procter & Gamble Co...................................................       65,000       6,987,500
                                                                                                           -------------
                                                                                                             25,004,175
                                                                                                           -------------
                    ENERGY -- 6.1%
                    Energy Services -- 1.3%
                    Input/Output, Inc.+...................................................       81,100       1,500,350
                    Schlumberger Ltd......................................................       35,000       3,495,625
 
                    Energy Sources -- 4.8%
                    Amoco Corp............................................................       77,000       6,198,500
                    Barrett Resources Corp.+..............................................       13,000         554,125
                    Chevron Corp..........................................................       75,000       4,875,000
                    Exxon Corp............................................................       38,700       3,792,600
                    Union Pacific Resources Group, Inc....................................       70,418       2,059,727
                                                                                                           -------------
                                                                                                             22,475,927
                                                                                                           -------------
</TABLE>
 
                                                           ---------------------
 
                                       27
<PAGE>   25
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                            SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    FINANCE -- 16.4%
                    Banks -- 6.0%
                    Associated Banc Corp..................................................       41,000    $  1,742,500
                    Bancorp Hawaii, Inc...................................................       59,200       2,486,400
                    Citicorp..............................................................       21,000       2,163,000
                    First Commercial Corp.................................................       39,322       1,459,829
                    First Union Corp......................................................       58,000       4,292,000
                    NationsBank Corp......................................................       44,500       4,349,875
                    State Street Boston Corp..............................................       70,000       4,515,000
                    Wilmington Trust Corp.................................................       30,000       1,185,000
 
                    Financial Services -- 4.3%
                    American Express Co...................................................       90,000       5,085,000
                    Federal National Mortgage Association.................................      200,000       7,450,000
                    Morgan Stanley Group, Inc.............................................       56,000       3,199,000
 
                    Insurance -- 6.1%
                    ACE Ltd...............................................................       52,000       3,126,500
                    Allstate Corp.........................................................       84,600       4,896,225
                    American International Group, Inc.....................................       52,500       5,683,125
                    Frontier Insurance Group, Inc.........................................       53,000       2,027,250
                    Reinsurance Group America, Inc........................................       24,200       1,140,425
                    Travelers Group, Inc..................................................      120,000       5,445,000
                                                                                                           -------------
                                                                                                             60,246,129
                                                                                                           -------------
                    HEALTHCARE -- 12.1%
                    Drugs -- 6.3%
                    Cognizant Corp........................................................       80,000       2,640,000
                    Merck & Co., Inc......................................................       35,000       2,773,750
                    Pfizer, Inc...........................................................       54,000       4,475,250
                    Pharmacia & Upjohn, Inc...............................................       35,000       1,386,875
                    Rhone-Poulenc Rorer, Inc..............................................       71,000       5,546,875
                    Warner-Lambert Co.....................................................       48,000       3,600,000
                    Zeneca Group PLC ADR..................................................       31,000       2,604,000
 
                    Health Services -- 3.2%
                    Columbia/HCA Healthcare Corp..........................................       75,000       3,056,250
                    Living Centers of America, Inc.+......................................       50,000       1,387,500
                    Shared Medical Systems, Inc...........................................       49,000       2,413,250
                    Tenet Healthcare Corp.+...............................................      100,000       2,187,500
                    United Healthcare Corp................................................       58,800       2,646,000
 
                    Medical Products -- 2.6%
                    Abbott Laboratories...................................................       90,000       4,567,500
                    Biomet, Inc...........................................................       85,000       1,285,625
                    Life Technologies, Inc................................................       77,000       1,925,000
                    Nellcor Puritan Bennett, Inc.+........................................       79,000       1,728,125
                                                                                                           -------------
                                                                                                             44,223,500
                                                                                                           -------------
                    INDUSTRIAL & COMMERCIAL -- 13.1%
                    Aerospace & Military Technology -- 1.8%
                    Boeing Co.............................................................       36,000       3,829,500
                    United Technologies Corp..............................................       44,000       2,904,000
</TABLE>
 
- ---------------------
 
                                       28
<PAGE>   26
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                            SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    INDUSTRIAL & COMMERCIAL (continued)
                    Business Services -- 3.6%
                    Avnet, Inc............................................................       23,000    $  1,339,750
                    Computer Sciences Corp.+..............................................       18,000       1,478,250
                    Dames & Moore, Inc....................................................      105,000       1,535,625
                    Foster Wheeler Corp...................................................      100,000       3,712,500
                    G & K Services, Inc...................................................       73,000       2,755,750
                    Metromail Corp.+......................................................      100,000       1,825,000
                    Tetra Tech, Inc.+.....................................................       21,000         414,750
 
                    Electrical Equipment -- 3.6%
                    General Electric Co...................................................       64,000       6,328,000
                    Hubbell, Inc..........................................................       94,000       4,065,500
                    Littelfuse, Inc.+.....................................................       59,000       2,861,500
 
                    Machinery -- 2.8%
                    Caterpillar, Inc......................................................       35,000       2,633,750
                    Donaldson Co., Inc....................................................       55,000       1,842,500
                    Minnesota Mining & Manufacturing Co...................................       50,000       4,143,750
                    MSC Industrial Direct, Inc., Class A+.................................       38,000       1,406,000
                    Nordson Corp..........................................................        5,000         318,750
 
                    Transportation -- 1.3%
                    Air Express International Corp........................................       64,100       2,067,225
                    Union Pacific Corp....................................................       43,000       2,585,375
                                                                                                           -------------
                                                                                                             48,047,475
                                                                                                           -------------
                    INFORMATION & ENTERTAINMENT -- 8.1%
                    Broadcasting & Media -- 3.9%
                    Advo, Inc.............................................................      105,000       1,470,000
                    Gannett Co., Inc......................................................       55,000       4,118,125
                    Scholastic Corp.+.....................................................       15,900       1,069,275
                    U.S. West Media Group+................................................       78,000       1,443,000
                    Viacom, Inc., Class B+................................................      171,537       5,982,353
 
                    Entertainment Products -- 0.7%
                    Harley-Davidson, Inc..................................................       28,000       1,316,000
                    Speedway Motorsports, Inc.+...........................................       65,000       1,365,000
 
                    Leisure & Tourism -- 3.5%
                    Doubletree Corp.+.....................................................       12,000         540,000
                    Landry's Seafood Restaurants, Inc.+...................................       29,100         622,012
                    McDonald's Corp.......................................................      108,000       4,887,000
                    Mirage Resorts, Inc.+.................................................      115,000       2,486,875
                    Quality Dining, Inc.+.................................................       45,000         804,375
                    Southwest Airlines Co.................................................      155,000       3,429,375
                                                                                                           -------------
                                                                                                             29,533,390
                                                                                                           -------------
                    INFORMATION TECHNOLOGY -- 15.9%
                    Communication Equipment -- 2.8%
                    Cisco Systems, Inc.+..................................................      100,000       6,362,500
                    Nokia Corp., Class A ADR..............................................       70,000       4,033,750
 
                    Computers & Business Equipment -- 2.8%
                    Adaptec, Inc.+........................................................       27,600       1,104,000
                    Compaq Computer Corp.+................................................       35,000       2,598,750
                    Hewlett-Packard Co....................................................       99,000       4,974,750
                    International Business Machines Corp..................................       10,000       1,510,000
</TABLE>
 
                                                           ---------------------
 
                                       29
<PAGE>   27
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                            SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    INFORMATION TECHNOLOGY (continued)
                    Electronics -- 3.1%
                    AMP, Inc..............................................................      100,000    $  3,837,500
                    Dallas Semiconductor Corp.............................................       64,900       1,492,700
                    Intel Corp............................................................       35,000       4,582,813
                    Maxim Integrated Products, Inc.+......................................       32,000       1,384,000
                    Software -- 6.8%
                    American Management Systems, Inc.+....................................       60,000       1,470,000
                    Automatic Data Processing, Inc........................................      112,000       4,802,000
                    BISYS Group, Inc.+....................................................       32,000       1,186,000
                    Cognos, Inc.+.........................................................       39,400       1,108,125
                    DST Systems, Inc.+....................................................       56,000       1,757,000
                    First Data Corp.......................................................       72,000       2,628,000
                    Microsoft Corp.+......................................................       54,000       4,461,750
                    Policy Management Systems Corp.+......................................       52,000       2,398,500
                    Sterling Commerce, Inc.+..............................................       40,000       1,410,000
                    Sterling Software, Inc.+..............................................       61,500       1,944,937
                    Systems & Computer Technology Corp.+..................................       97,000       1,552,000
 
                    Telecommunications -- 0.4%
                    Lucent Technologies, Inc..............................................       34,167       1,580,224
                                                                                                           -------------
                                                                                                             58,179,299
                                                                                                           -------------
                    MATERIALS -- 7.6%
                    Chemicals -- 3.6%
                    Air Products & Chemicals, Inc.........................................       60,000       4,147,500
                    Dow Chemical Co.......................................................       32,100       2,515,837
                    Engelhard Corp........................................................      149,925       2,867,316
                    Minerals Technologies, Inc............................................       45,000       1,845,000
                    Schulman A., Inc......................................................       75,000       1,837,500
 
                    Metals & Minerals -- 2.4%
                    Aluminum Co. of America...............................................       44,000       2,805,000
                    Crown, Cork & Seal, Inc...............................................       30,000       1,631,250
                    Phelps Dodge Corp.....................................................       40,400       2,727,000
                    UCAR International, Inc.+.............................................       45,000       1,693,125
 
                    Paper Products -- 1.6%
                    Bemis Co., Inc........................................................       59,700       2,201,438
                    International Paper Co................................................       92,000       3,714,500
                                                                                                           -------------
                                                                                                             27,985,466
                                                                                                           -------------
                    UTILITIES -- 2.9%
                    Telephone -- 2.9%
                    AT&T Corp.............................................................       90,000       3,727,266
                    Century Telephone Enterprises, Inc....................................       47,500       1,466,562
                    SBC Communications, Inc...............................................      106,000       5,485,500
                                                                                                           -------------
                                                                                                             10,679,328
                                                                                                           -------------
                    TOTAL INVESTMENT SECURITIES (cost $280,752,310).......................                  360,569,213
                                                                                                           -------------
</TABLE>
 
- ---------------------
 
                                       30
<PAGE>   28
<TABLE>
<CAPTION>
                                                                                             PRINCIPAL
                                        REPURCHASE AGREEMENTS -- 1.7%                          AMOUNT          VALUE
                    <S>                                                                      <C>           <C>
                    ----------------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                                                      <C>           <C>
                    Joint Repurchase Agreement Account -- First Boston (Note 3)...........   $2,724,000    $  2,724,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)...........    3,430,000       3,430,000
                                                                                                           -------------
                    TOTAL REPURCHASE AGREEMENTS (cost $6,154,000).........................                    6,154,000
                                                                                                           -------------
 
                    TOTAL INVESTMENTS --
                      (cost $286,906,310)                             100.0%                                366,723,213
                    Liabilities in excess of other assets --                0.0                                (120,886)
                                            --------------------------                                     -------------
                    NET ASSETS --                                   100.0%                                 $366,602,327
                                                                                                           ==============
                                            ==========================
</TABLE>
 
              -----------------------------
 
              + Non-income producing securities
              ADR - American Depositary Receipts
 
              See Notes to Financial Statements
 
                                                           ---------------------
 
                                       31
<PAGE>   29
 
- ---------------------
 
    ANCHOR SERIES TRUST
    CAPITAL APPRECIATION
    PORTFOLIO                          INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                            COMMON STOCK -- 83.8%                             SHARES           VALUE
                    <S>                                                                     <C>            <C>
                    ----------------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                                                     <C>            <C>
                    CONSUMER DISCRETIONARY -- 8.6%
                    Apparel & Textiles -- 1.7%
                    Tommy Hilfiger Corp.+................................................       205,000    $  9,840,000
                    Retail -- 6.9%
                    Barnes & Noble, Inc.+................................................       295,000       7,965,000
                    Bed Bath & Beyond, Inc.+.............................................       300,000       7,275,000
                    Gymboree Corp.+......................................................       255,000       5,833,125
                    Home Depot, Inc......................................................       100,000       5,012,500
                    Mercantile Stores Co., Inc...........................................       160,000       7,900,000
                    Saks Holdings, Inc.+.................................................       190,000       5,130,000
                                                                                                           -------------
                                                                                                             48,955,625
                                                                                                           -------------
                    CONSUMER STAPLES -- 2.3%
                    Household Products -- 2.3%
                    Revlon, Inc., Class A+...............................................       184,800       5,520,900
                    Tupperware Corp......................................................       140,000       7,507,500
                                                                                                           -------------
                                                                                                             13,028,400
                                                                                                           -------------
                    ENERGY -- 7.4%
                    Energy Services -- 4.9%
                    ENSCO International, Inc.+...........................................       198,600       9,632,100
                    Input/Output, Inc.+..................................................       200,000       3,700,000
                    Transocean Offshore, Inc.............................................       233,619      14,630,390
                    Energy Sources -- 2.5%
                    Alberta Energy Ltd...................................................       200,000       4,800,000
                    Unocal Corp..........................................................       115,000       4,671,875
                    Vastar Resources, Inc................................................       118,500       4,503,000
                                                                                                           -------------
                                                                                                             41,937,365
                                                                                                           -------------
                    FINANCE -- 5.9%
                    Financial Services -- 1.2%
                    Imperial Credit Industries, Inc.+....................................       190,000       3,990,000
                    Moneygram Payment Systems, Inc.+.....................................       225,000       2,981,250
                    Insurance -- 4.7%
                    ACE Ltd..............................................................       165,000       9,920,625
                    Allstate Corp........................................................       175,000      10,128,125
                    Transatlantic Holdings, Inc..........................................        80,000       6,440,000
                                                                                                           -------------
                                                                                                             33,460,000
                                                                                                           -------------
                    HEALTHCARE -- 13.8%
                    Drugs -- 6.6%
                    Eisai Co. Ltd........................................................       350,000       6,890,597
                    Genetics Institute, Inc.+............................................        30,000       2,542,500
                    Genzyme Corp.+.......................................................       365,000       7,938,750
                    Immunex Corp.+.......................................................       300,000       5,850,000
                    Rhone-Poulenc Rorer, Inc.............................................       144,000      11,250,000
                    Zeneca Group PLC ADR.................................................       100,000       2,818,228
</TABLE>
 
- ---------------------
 
                                       32
<PAGE>   30
 
<TABLE>
<CAPTION>
                                          COMMON STOCK (continued)                            SHARES           VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>            <C>
                    HEALTHCARE (continued)
                    Health Services -- 4.4%
                    Beverly Enterprises, Inc.+...........................................       225,000    $  2,868,750
                    GranCare, Inc.+......................................................       130,000       2,323,750
                    IDX Systems Corp.+...................................................       125,000       3,578,125
                    Magellan Health Services, Inc.+......................................       285,000       6,376,875
                    Vencor, Inc.+........................................................       310,000       9,803,750
                    Medical Products -- 2.8%
                    Biomet, Inc..........................................................       300,000       4,537,500
                    Haemonetics Corp.+...................................................       275,000       5,190,625
                    Sulzer AG............................................................        11,500       6,151,662
                                                                                                           -------------
                                                                                                             78,121,112
                                                                                                           -------------
                    INDUSTRIAL & COMMERCIAL -- 5.6%
                    Aerospace & Military Technology -- 3.6%
                    Gulfstream Aerospace Corp.+..........................................       230,000       5,577,500
                    Northrop Grumman Corp................................................        60,000       4,965,000
                    Precision Castparts Corp.............................................       200,000       9,925,000
                    Electrical Equipment -- 0.6%
                    York International Corp..............................................        60,000       3,352,500
                    Transportation -- 1.4%
                    Pittston Burlington Co...............................................       230,000       4,600,000
                    Werner Enterprises, Inc..............................................       175,000       3,171,875
                                                                                                           -------------
                                                                                                             31,591,875
                                                                                                           -------------
                    INFORMATION & ENTERTAINMENT -- 19.1%
                    Broadcasting & Media -- 16.5%
                    American Radio Systems Corp., Class A+...............................       225,000       6,131,250
                    Canwest Global Communications........................................       240,000       2,460,000
                    Central European Media Enterprises Ltd., Class A+....................       170,000       5,397,500
                    Comcast Corp., Class A...............................................        98,452       1,753,676
                    E-Z Communications, Inc., Class A+...................................        55,000       2,014,375
                    Emmis Broadcasting Corp., Class A+...................................        60,000       1,965,000
                    Gaylord Entertainment Co., Class A...................................       325,299       7,441,215
                    International Cabletel, Inc.+........................................       146,666       3,703,317
                    Jacor Communications, Inc.+..........................................       225,000       6,159,375
                    LodgeNet Entertainment Corp.+........................................       200,000       3,550,000
                    Metro Networks, Inc.+................................................       230,000       5,807,500
                    Outdoor Systems, Inc.+...............................................       101,950       2,867,344
                    Pulitzer Publishing Co...............................................        82,766       3,838,273
                    Saga Communications, Inc., Class A+..................................       100,000       1,950,000
                    Scholastic Corp.+....................................................        80,000       5,380,000
                    Scripps Howard, Inc..................................................        85,000       2,975,000
                    Tele-Communications Liberty Media Group, Class A+....................       490,000      13,995,625
                    Universal Outdoor Holdings, Inc.+....................................       125,000       2,937,500
                    Valuevision International, Inc., Class A+............................       200,000       1,075,000
                    Viacom, Inc., Class A+...............................................        11,200         386,400
                    Viacom, Inc., Class B+...............................................       134,861       4,703,277
                    Westwood One, Inc.+..................................................       170,000       2,826,250
                    Young Broadcasting, Inc., Class A+...................................       150,000       4,387,500
                    Leisure & Tourism -- 2.1%
                    AMR Corp.+...........................................................        75,000       6,609,375
                    Continental Airlines, Inc., Class B+.................................       100,000       2,825,000
                    Royal Caribbean Cruises Ltd..........................................       100,000       2,337,500
                                                                                                           -------------
                                                                                                            105,477,252
                                                                                                           -------------
</TABLE>
 
                                                           ---------------------
 
                                       33
<PAGE>   31
 
<TABLE>
<CAPTION>
                                          COMMON STOCK (continued)                            SHARES           VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>            <C>
                    INFORMATION TECHNOLOGY -- 19.7%
                    Communication Equipment -- 4.8%
                    APT Satellite Holdings Ltd. ADR+.....................................       148,500    $  2,079,000
                    Cisco Systems, Inc.+.................................................       150,000       9,543,750
                    Larscom, Inc., Class A+..............................................       175,000       1,990,625
                    Nokia Corp., Class A ADR.............................................       150,000       8,643,750
                    Oak Industries, Inc.+................................................       150,000       3,450,000
                    Scitex Corp. Ltd.....................................................       145,100       1,378,450
                    Computers & Business Equipment -- 1.7%
                    Adaptec, Inc.+.......................................................       230,000       9,200,000
                    Integrated Technology USA, Inc.+.....................................       150,000         375,000
                    Electronics -- 2.5%
                    Gilat Satellite Networks Ltd.+.......................................       125,000       3,078,125
                    S3, Inc.+............................................................       310,000       5,037,500
                    Sterling Commerce, Inc.+.............................................       170,964       6,026,481
                    Software -- 10.2%
                    BA Merchants Services, Inc., Class A+................................       150,000       2,681,250
                    BISYS Group, Inc.+...................................................       150,000       5,559,375
                    BMC Software, Inc.+..................................................       170,000       7,033,750
                    Cadence Design Systems, Inc.+........................................       250,000       9,937,500
                    Cognos, Inc.+........................................................       200,000       5,625,000
                    DST Systems, Inc.+...................................................       250,000       7,843,750
                    Parametric Technology Corp.+.........................................       150,000       7,706,250
                    Policy Management Systems Corp.+.....................................        75,000       3,459,375
                    Sterling Software, Inc.+.............................................       200,000       6,325,000
                    Systems & Computer Technology Corp.+.................................       130,000       2,080,000
                    Telecommunications -- 0.5%
                    West Teleservices Corp.+.............................................       125,000       2,843,750
                                                                                                           -------------
                                                                                                            111,897,681
                                                                                                           -------------
                    MATERIALS -- 1.9%
                    Metals & Minerals -- 1.9%
                    Titanium Metals Corp.+...............................................        59,800       1,965,925
                    UCAR International, Inc.+............................................       242,400       9,120,300
                                                                                                           -------------
                                                                                                             11,086,225
                                                                                                           -------------
                    TOTAL COMMON STOCK (cost $377,552,647)...............................                   475,555,535
                                                                                                           -------------
                    PREFERRED STOCK -- 0.6%
                    ----------------------------------------------------------------------------------------------------
                    INFORMATION & ENTERTAINMENT -- 0.6%
                    Broadcasting & Media -- 0.6%
                    News Corp., Ltd. ADR
                      (cost $3,459,640)..................................................       200,000       3,525,000
                                                                                                           -------------
                    WARRANTS -- 0.0%
                    ----------------------------------------------------------------------------------------------------
                    INFORMATION TECHNOLOGY -- 0.0%
                    Computers & Business Equipment -- 0.0%
                    Integrated Technology USA, Inc. 2001+
                      (cost $15,000).....................................................       150,000          56,250
                                                                                                           -------------
                    TOTAL INVESTMENT SECURITIES (cost $381,027,287)......................                   479,136,785
                                                                                                           -------------
</TABLE>
 
- ---------------------
 
                                       34
<PAGE>   32
<TABLE>
<CAPTION>
                                                                                             PRINCIPAL
                                        SHORT-TERM SECURITIES -- 0.3%                         AMOUNT           VALUE
                    <S>                                                                     <C>            <C>
                    ----------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT -- 0.3%
                    United States Treasury Bills 4.84% due 3/20/97.......................   $    85,000    $     84,108
                    United States Treasury Bills 4.85% due 3/20/97 @.....................       990,000         979,597
                    United States Treasury Bills 4.94% due 3/20/97.......................       260,000         257,220
                                                                                                           -------------
                    TOTAL SHORT-TERM SECURITIES (cost $1,320,925)........................                     1,320,925
                                                                                                           -------------
 
<CAPTION>
 
                                       REPURCHASE AGREEMENTS -- 14.9%
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                     <C>            <C>
                    Joint Repurchase Agreement Account -- First Boston (Note 3)..........    31,656,000      31,656,000
                    Joint Repurchase Agreement Account -- Lehman Bros. @ (Note 3)........    53,035,000      53,035,000
                                                                                                           -------------
                    TOTAL REPURCHASE AGREEMENTS (cost $84,691,000).......................                    84,691,000
                                                                                                           -------------
                    TOTAL INVESTMENTS --
                      (cost $467,039,212)                           99.6%                                   565,148,710
                    Other assets less liabilities --                 0.4                                      2,523,595
                                                                   ------                                  -------------
                    NET ASSETS --                                  100.0%                                  $567,672,305
                                                                   ======                                  ============
</TABLE>
 
              -----------------------------
              + Non-income producing securities
              ADR - American Depositary Receipts
              @ The security or a portion thereof represents collateral for the
              following open futures contracts:
 
<TABLE>
<CAPTION>
                                                               OPEN FUTURES CONTRACTS
                    ------------------------------------------------------------------------------------------------------------
                    NUMBER OF                                        EXPIRATION    VALUE AT        VALUE AS OF       UNREALIZED
                    CONTRACTS               DESCRIPTION                 DATE      TRADE DATE    DECEMBER 31, 1996   APPRECIATION
                    ------------------------------------------------------------------------------------------------------------
                    <C>         <S>                                  <C>          <C>           <C>                 <C>
                     19 Long    Russell 2000 Index                   March 1997   $ 3,421,125      $ 3,446,125       $   25,000
                     41 Long    Russell 2000 Index                   March 1997     7,384,500        7,436,375           51,875
                     75 Long    Standard & Poor's 500 Index          March 1997    27,601,875       27,918,750          316,875
                                                                                                                    ------------
                             Net Unrealized Appreciation.........................................................    $  393,750
                                                                                                                    ===========
</TABLE>
 
              See Notes to Financial Statements
 
                                                           ---------------------
 
                                       35
<PAGE>   33
 
- ---------------------
 
    ANCHOR SERIES TRUST
    NATURAL RESOURCES
    PORTFOLIO                          INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                             COMMON STOCK -- 88.4%                              SHARES         VALUE
                    <S>                                                                       <C>           <C>
                    ----------------------------------------------------------------------------------------------------
 
<CAPTION>
                    <S>                                                                       <C>           <C>
                    ENERGY -- 29.1%
                    Energy Sources -- 29.1%
                    Alberta Energy Co. Ltd. ...............................................       40,000    $   955,233
                    Amerada Hess Corp. ....................................................       17,390      1,006,446
                    Barrett Resources Corp.+...............................................       30,000      1,278,750
                    Canadian Natural Resources Ltd.+.......................................       30,000        823,779
                    Chevron Corp. .........................................................       20,000      1,300,000
                    Elan Energy, Inc.+.....................................................       20,000        175,272
                    Enron Oil & Gas Co. ...................................................          600         15,150
                    Imperial Oil Ltd. .....................................................       20,000        940,000
                    Northstar Energy Corp.+................................................       30,000        349,449
                    PanCanadian Petroleum Ltd. ............................................       30,000      1,194,041
                    Poco Petroleum Ltd.+...................................................       60,000        574,016
                    Sun Co., Inc. .........................................................       39,800        970,125
                    Talisman Energy, Inc.+.................................................       27,000        899,145
                    Total SA ADR...........................................................          793         31,918
                    Ultramar Diamond Shamrock+.............................................       20,200        638,825
                    Unocal Corp. ..........................................................       14,020        569,562
                    Vastar Resources, Inc. ................................................       20,000        760,000
                    YPF Sociedad Anonima, Class D ADR......................................       28,000        707,000
                                                                                                            -----------
                                                                                                             13,188,711
                                                                                                            -----------
                    MATERIALS -- 59.2%
                    Metals & Minerals -- 47.5%
                    Agnico Eagle Mines Ltd. ...............................................       32,000        448,000
                    Algoma Steel, Inc.+....................................................      220,000      1,144,687
                    Alumax, Inc.+..........................................................       20,200        674,175
                    Aluminum Co. of America................................................       17,600      1,122,000
                    Amax Gold, Inc.+.......................................................       94,000        599,250
                    Barrick Gold Corp. ....................................................       25,000        718,750
                    British Steel PLC ADR..................................................       19,000        522,500
                    Carbide/Graphite Group, Inc.+..........................................       42,100        826,213
                    Century Aluminum Co. ..................................................       17,800        307,050
                    Dominion Mining Ltd.+..................................................      139,680        104,363
                    EASCO, Inc. ...........................................................       59,000        449,875
                    Freeport-McMoRan Copper & Gold, Inc., Class A..........................       42,900      1,206,562
                    Hecla Mining Co.+......................................................       17,300         97,313
                    Homestake Mining Co. ..................................................       29,685        423,011
                    Lukens, Inc. ..........................................................       52,000      1,046,500
                    Newcrest Mining Ltd. ..................................................       95,953        381,341
                    Newmont Gold Co. ......................................................       12,600        551,250
                    Newmont Mining Corp. ..................................................       30,150      1,349,212
                    Normandy Mining Ltd. ..................................................      529,325        732,077
                    Phelps Dodge Corp. ....................................................       21,500      1,451,250
                    Placer Dome, Inc. .....................................................       30,000        652,500
                    Republic Engineered Steels, Inc.+......................................      158,900        297,938
                    Royal Oak Mines, Inc.+.................................................      161,000        523,250
                    RTZ Corp. PLC..........................................................       10,000        160,699
                    Santa Fe Pacific Gold Corp. ...........................................      100,000      1,537,500
                    Titanium Metals Corp.+.................................................       28,600        940,225
</TABLE>
 
- ---------------------
 
                                       36
<PAGE>   34
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    MATERIALS (continued)
                    Metals & Minerals (continued)
                    TVX Gold, Inc.+........................................................       68,000    $   527,000
                    UCAR International, Inc.+..............................................       41,500      1,561,437
                    Usinor Sacilor.........................................................       47,000        683,916
                    Western Mining Corp. Holdings Ltd. ....................................       81,168        511,615
                    Paper Products -- 11.7%
                    Bowater, Inc. .........................................................       14,000        526,750
                    International Paper Co. ...............................................       15,000        605,625
                    Longview Fibre Co. ....................................................       30,000        551,250
                    Temple-Inland, Inc. ...................................................       14,500        784,813
                    Weyerhaeuser Co. ......................................................       30,000      1,421,250
                    Willamette Industries, Inc. ...........................................       20,000      1,392,500
                                                                                                            -----------
                                                                                                             26,833,647
                                                                                                            -----------
                    TOTAL COMMON STOCK (cost $35,313,737)..................................                  40,022,358
                                                                                                            -----------
                                               WARRANTS -- 0.1%
                    ----------------------------------------------------------------------------------------------------
                    MATERIALS -- 0.1%
                    Metals & Minerals -- 0.1%
                    Dominion Mining Ltd. 12/31/98+ (cost $0)...............................       69,840         27,201
                                                                                                            -----------
                    TOTAL INVESTMENT SECURITIES (cost $35,313,737).........................                  40,049,559
                                                                                                            -----------
                                                                                              PRINCIPAL
                                        REPURCHASE AGREEMENTS -- 11.5%                          AMOUNT
                    ----------------------------------------------------------------------------------------------------
                    Joint Repurchase Agreement Account -- First Boston (Note 3)............   $1,811,000      1,811,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)............    3,410,000      3,410,000
                                                                                                            -----------
                    TOTAL REPURCHASE AGREEMENTS (cost $5,221,000)..........................                   5,221,000
                                                                                                            -----------
                    TOTAL INVESTMENTS -- (cost $40,534,737)       99.9%                                      45,270,559
                    Other assets less liabilities --               0.1                                           58,642
                                                                 ------                                     -----------
                    NET ASSETS --                                100.0%                                     $45,329,201
                                                                 ======                                     ===========
                                                                                    
</TABLE>
 
              -----------------------------
 
              + Non-income producing securities
              ADR - American Depositary Receipts
 
              See Notes to Financial Statements
 
                                                           ---------------------
 
                                       37
<PAGE>   35
 
- ---------------------
 
    ANCHOR SERIES TRUST
    MULTI-ASSET PORTFOLIO              INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                            COMMON STOCK -- 63.8%                              SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    CONSUMER DISCRETIONARY -- 4.7%
                    Automotive -- 0.4%
                    Ford Motor Co. .......................................................       20,000    $    637,500
 
                    Retail -- 4.3%
                    Home Depot, Inc. .....................................................       30,000       1,503,750
                    May Department Stores Co. ............................................       40,000       1,870,000
                    Saks Holdings, Inc.+..................................................       43,000       1,161,000
                    Wal-Mart Stores, Inc. ................................................       80,000       1,830,000
                                                                                                           -------------
                                                                                                              7,002,250
                                                                                                           -------------
                    CONSUMER STAPLES -- 6.6%
                    Food, Beverage & Tobacco -- 0.9%
                    Sara Lee Corp. .......................................................       35,000       1,303,750
 
                    Household Products -- 5.7%
                    Colgate-Palmolive Co. ................................................       15,000       1,383,750
                    Gillette Co. .........................................................       24,000       1,866,000
                    Kimberly-Clark Corp. .................................................       20,000       1,905,000
                    Procter & Gamble Co. .................................................       19,000       2,042,500
                    Revlon, Inc., Class A+................................................       46,000       1,374,250
                                                                                                           -------------
                                                                                                              9,875,250
                                                                                                           -------------
                    ENERGY -- 7.0%
                    Energy Services -- 1.8%
                    Fluor Corp. ..........................................................       20,000       1,255,000
                    Schlumberger Ltd. ....................................................       15,000       1,498,125
 
                    Energy Sources -- 5.2%
                    Amoco Corp. ..........................................................       30,000       2,415,000
                    Exxon Corp. ..........................................................       25,000       2,450,000
                    Union Pacific Resources Group, Inc. ..................................       37,000       1,082,250
                    Unocal Corp. .........................................................       45,000       1,828,125
                                                                                                           -------------
                                                                                                             10,528,500
                                                                                                           -------------
                    FINANCE -- 10.8%
                    Banks -- 4.8%
                    Citicorp. ............................................................       12,000       1,236,000
                    First Bank System, Inc. ..............................................       30,000       2,047,500
                    First Union Corp. ....................................................       28,000       2,072,000
                    Wachovia Corp. .......................................................       34,000       1,921,000
 
                    Financial Services -- 1.8%
                    American Express Co. .................................................       40,000       2,260,000
                    Bancorp Hawaii, Inc. .................................................       10,500         441,000
 
                    Insurance -- 4.2%
                    ACE Ltd. .............................................................       30,000       1,803,750
                    Allstate Corp. .......................................................       35,000       2,025,625
                    American International Group, Inc. ...................................       22,500       2,435,625
                                                                                                           -------------
                                                                                                             16,242,500
                                                                                                           -------------
</TABLE>
 
- ---------------------
 
                                       38
<PAGE>   36
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                            SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    HEALTHCARE -- 9.1%
                    Drugs -- 7.1%
                    Bristol-Myers Squibb Co. .............................................       17,000    $  1,848,750
                    Johnson & Johnson Co. ................................................       38,000       1,890,500
                    Pfizer, Inc. .........................................................       22,000       1,823,250
                    Pharmacia & Upjohn, Inc. .............................................       35,000       1,386,875
                    Warner-Lambert Co. ...................................................       30,000       2,250,000
                    Zeneca Group PLC ADR..................................................       18,000       1,512,000
 
                    Medical Products -- 2.0%
                    Abbott Laboratories...................................................       35,000       1,776,250
                    Biomet, Inc. .........................................................       85,000       1,285,625
                                                                                                           -------------
                                                                                                             13,773,250
                                                                                                           -------------
                    INDUSTRIAL & COMMERCIAL -- 6.3%
                    Aerospace & Military Technology -- 1.2%
                    Boeing Co. ...........................................................       17,000       1,808,375
 
                    Electrical Equipment -- 3.1%
                    General Electric Co. .................................................       33,000       3,262,875
                    York International Corp. .............................................       25,000       1,396,875
 
                    Machinery -- 0.9%
                    Illinois Tool Works, Inc. ............................................       17,000       1,357,875
 
                    Transportation -- 1.1%
                    Canadian Pacific Ltd. ................................................       65,000       1,722,500
                                                                                                           -------------
                                                                                                              9,548,500
                                                                                                           -------------
                    INFORMATION & ENTERTAINMENT -- 5.5%
                    Broadcasting & Media -- 3.3%
                    Gannett Co., Inc. ....................................................       30,000       2,246,250
                    Gaylord Entertainment Co., Class A....................................       60,486       1,383,617
                    Viacom, Inc., Class B+................................................       40,000       1,395,000
 
                    Leisure & Tourism -- 2.2%
                    AMR Corp.+............................................................       17,063       1,503,677
                    McDonald's Corp. .....................................................       40,000       1,810,000
                                                                                                           -------------
                                                                                                              8,338,544
                                                                                                           -------------
                    INFORMATION TECHNOLOGY -- 9.5%
                    Communication Equipment -- 2.2%
                    Cisco Systems, Inc.+..................................................       22,000       1,399,750
                    Motorola, Inc. .......................................................       23,000       1,411,625
                    Lucent Technologies, Inc. ............................................       12,315         569,569
 
                    Computers & Business Equipment -- 2.1%
                    Hewlett-Packard Co. ..................................................       30,000       1,507,500
                    Xerox Corp. ..........................................................       30,000       1,578,750
 
                    Software -- 5.2%
                    BMC Software, Inc.+...................................................       40,000       1,655,000
                    Computer Sciences Corp.+..............................................       20,000       1,642,500
                    Electronic Data Systems Corp. ........................................       30,000       1,297,500
                    First Data Corp. .....................................................       36,000       1,314,000
                    Microsoft Corp.+......................................................       24,000       1,983,000
                                                                                                           -------------
                                                                                                             14,359,194
                                                                                                           -------------
                    MATERIALS -- 4.3%
                    Chemicals -- 2.6%
                    Air Products & Chemicals, Inc. .......................................       34,000       2,350,250
                    Dow Chemical Co. .....................................................       20,000       1,567,500
</TABLE>
 
                                                           ---------------------
 
                                       39
<PAGE>   37
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                            SHARES          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    MATERIALS (continued)
                    Metals & Minerals -- 0.9%
                    Phelps Dodge Corp. ...................................................       20,000    $  1,350,000
 
                    Paper Products -- 0.8%
                    International Paper Co. ..............................................       30,000       1,211,250
                                                                                                           -------------
                                                                                                              6,479,000
                                                                                                           -------------
                    TOTAL COMMON STOCK (cost $68,417,903).................................                   96,146,988
                                                                                                           -------------
                                                                                             PRINCIPAL
                                            BONDS & NOTES -- 33.9%                             AMOUNT
                    ----------------------------------------------------------------------------------------------------
                    FINANCE -- 7.5%
                    Banc One Auto Grantor Trust 6.55% 2003................................   $  742,394         747,034
                    Bank of Boston Corp. 6.63% 2004.......................................    1,500,000       1,457,415
                    Bankers Trust New York Corp. 8.25% 2005...............................    1,000,000       1,068,035
                    Citicorp 6.75% 2005...................................................    1,500,000       1,469,085
                    Daimler-Benz Vehicle Trust 5.95% 2000.................................      368,122         367,588
                    First Financial Caribbean Corp. 7.84% 2006............................      450,000         453,510
                    Fleet Mortgage Group, Inc. 6.50% 2000.................................    1,500,000       1,495,665
                    General Motors Acceptance Corp. 5.63% 2001............................    1,000,000         964,230
                    IBM Credit Receivables Lease Asset Master Trust 4.55% 2000............      302,401         300,311
                    Lumbermans Mutual Casualty Co. 9.15% 2026*............................    1,000,000       1,085,660
                    Nissan Auto Receivables Grantor Trust 6.45% 1999......................      376,150         378,460
                    Premier Auto Trust 4.65% 1999.........................................      396,391         392,272
                    Security Benefit Life Co. 8.75% 2016*.................................    1,000,000       1,060,800
                                                                                                           -------------
                                                                                                             11,240,065
                                                                                                           -------------
                    INDUSTRIAL & COMMERCIAL -- 3.8%
                    Husky Oil Ltd. 7.13% 2006.............................................    1,000,000       1,000,040
                    Mobil Oil Corp. 9.17% 2000............................................      519,500         545,288
                    Niagara Mohawk Power Corp. 5.88% 2002.................................    1,250,000       1,175,175
                    Northrop Grumman Corp. 8.63% 2004.....................................    1,000,000       1,089,880
                    Philips Electronics NV 7.20% 2026.....................................    1,000,000       1,013,750
                    TCI Communications, Inc. 6.88% 2006...................................    1,000,000         908,740
                                                                                                           -------------
                                                                                                              5,732,873
                                                                                                           -------------
                    NON-U.S. GOVERNMENT OBLIGATIONS -- 1.1%
                    Quebec Province Canada 8.80% 2003.....................................    1,500,000       1,650,915
                                                                                                           -------------
                    U.S. GOVERNMENT & AGENCIES -- 21.5%
                    Federal Home Loan Mortgage Corp. 6.50% 2010 - 2026....................   10,338,188      10,030,246
                    Federal Home Loan Mortgage Corp. 7.00% 2011...........................    2,783,003       2,785,313
                    Federal Home Loan Mortgage Corp. 8.50% 2001...........................    1,417,219       1,449,975
                    Federal National Mortgage Association 7.50% 2022 - 2025...............    1,729,915       1,735,709
                    Government National Mortgage Association 6.50% 2023...................    4,394,160       4,190,930
                    Government National Mortgage Association 7.00% TBA....................    5,000,000       5,018,750
                    United States Treasury Bonds 7.63% 2022...............................    3,000,000       3,311,730
                    United States Treasury Bonds 10.38% 2012..............................    3,000,000       3,863,430
                                                                                                           -------------
                                                                                                             32,386,083
                                                                                                           -------------
                    TOTAL BONDS & NOTES (cost $51,128,578)................................                   51,009,936
                                                                                                           -------------
                    TOTAL INVESTMENT SECURITIES (cost $119,546,481).......................                  147,156,924
                                                                                                           -------------
 
<CAPTION>
</TABLE>
 
- ---------------------
 
                                       40
<PAGE>   38
 
<TABLE>
<CAPTION>
 
                                                                                             PRINCIPAL
                                        REPURCHASE AGREEMENTS -- 5.3%                          AMOUNT          VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                      <C>           <C>
                    Joint Repurchase Agreement Account -- First Boston (Note 3)...........   $2,929,000    $  2,929,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)...........    5,060,000       5,060,000
                                                                                                           -------------
                    TOTAL REPURCHASE AGREEMENTS (cost $7,989,000).........................                    7,989,000
                                                                                                           -------------
                    TOTAL INVESTMENTS --
                      (cost $127,535,481)                             103.0%                                155,145,924
                    Liabilities in excess of other assets --               (3.0)                             (4,527,063)
                                                                                    ------                 -------------
                    NET ASSETS --                                   100.0%                                 $150,618,861
                                                                                                           ==============
                                                                                    ======
</TABLE>
 
              -----------------------------
 
              + Non-income producing securities
              * Resale restricted to qualified institutional buyers
              ADR - American Depositary Receipts
              TBA - Securities purchased on a forward commitment basis with an
                    approximate principal amount and no definitive maturity
                    date. The actual principal amount and maturity date will be
                    determined upon settlement.
 
              See Notes to Financial Statements
 
                                                           ---------------------
 
                                       41
<PAGE>   39
 
- ---------------------
 
    ANCHOR SERIES TRUST
    STRATEGIC MULTI-ASSET
    PORTFOLIO                          INVESTMENT PORTFOLIO -- DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                             COMMON STOCK -- 40.7%                              SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    CAPITAL APPRECIATION -- 14.9%
                    Aerospace & Military Technology -- 0.6%
                    Gulfstream Aerospace Corp.+............................................        5,000    $   121,250
                    Northrop Grumman Corp..................................................        1,000         82,750
                    Precision Castparts Corp...............................................        3,200        158,800
 
                    Apparel & Textiles -- 0.2%
                    Tommy Hilfiger Corp.+..................................................        2,200        105,600
 
                    Broadcasting & Media -- 3.8%
                    American Radio Systems Corp., Class A+.................................        2,500         68,125
                    Canwest Global Communications..........................................        4,537         46,500
                    Central European Media Enterprises Ltd., Class A+......................        5,000        158,750
                    E-Z Communications, Inc., Class A+.....................................        3,000        109,875
                    Emmis Broadcasting Corp., Class A+.....................................        1,500         49,125
                    Gaylord Entertainment Co., Class A.....................................        5,008        114,558
                    International Cabletel, Inc.+..........................................        4,000        101,000
                    Jacor Communications, Inc.+............................................        8,000        219,000
                    LodgeNet Entertainment Corp.+..........................................        8,000        142,000
                    McKesson Corp..........................................................        1,500         84,000
                    Metro Networks, Inc.+..................................................        6,000        151,500
                    Outdoor Systems, Inc.+.................................................        2,350         66,094
                    Pulitzer Publishing Co.................................................        2,000         92,750
                    Saga Communications, Inc., Class A+....................................        3,500         68,250
                    Scholastic Corp.+......................................................        1,500        100,875
                    Scripps Howard, Inc....................................................        1,500         52,500
                    Tele-Communications Liberty Media Group, Class A+......................        7,000        199,937
                    Universal Outdoor Holdings, Inc.+......................................        3,000         70,500
                    Valuevision International, Inc., Class A+..............................        5,500         29,563
                    Viacom, Inc., Class A+.................................................          320         11,040
                    Viacom, Inc., Class B+.................................................        2,595         90,487
                    Westwood One, Inc.+....................................................        5,000         83,125
                    Young Broadcasting, Inc., Class A+.....................................        3,500        102,375
 
                    Communication Equipment -- 0.8%
                    Cisco Systems, Inc.+...................................................        1,000         63,625
                    Larscom Inc., Class A+.................................................        7,000         79,625
                    Nokia Corp., Class A ADR...............................................        3,000        172,875
                    Oak Industries, Inc.+..................................................        1,500         34,500
                    Scitex Corp. Ltd.......................................................       12,000        114,000
 
                    Computers & Business Equipment -- 0.3%
                    Adaptec, Inc.+.........................................................        4,000        160,000
 
                    Drugs -- 1.3%
                    Eisai Co. Ltd..........................................................        5,000         98,437
                    Genzyme Corp.+.........................................................        5,500        119,625
                    Immunex Corp.+.........................................................        9,000        175,500
                    Rhone-Poulenc Rorer, Inc. .............................................        3,000        234,375
                    Zeneca Group PLC ADR...................................................        4,500        126,820
 
                    Electrical Equipment -- 0.1%
                    York International Corp................................................        1,000         55,875
</TABLE>
 
- ---------------------
 
                                       42
<PAGE>   40
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    CAPITAL APPRECIATION (continued)
                    Electronics -- 0.5%
                    Gilat Satellite Networks Ltd.+.........................................        3,500    $    86,187
                    S3, Inc.+..............................................................        8,000        130,000
                    Sterling Commerce, Inc.+...............................................        2,185         77,021
 
                    Energy Services -- 0.8%
                    ENSCO International, Inc.+.............................................        3,900        189,150
                    Input/Output, Inc.+....................................................        2,000         37,000
                    Transocean Offshore, Inc. .............................................        3,889        243,549
 
                    Energy Sources -- 0.6%
                    Alberta Energy Ltd. ...................................................        4,000         96,000
                    Unocal Corp. ..........................................................        4,000        162,500
                    Vastar Resources, Inc. ................................................        1,800         68,400
 
                    Financial Services -- 0.4%
                    Imperial Credit Industries, Inc.+......................................        4,500         94,500
                    Moneygram Payment Systems, Inc.+ ......................................        8,000        106,000
 
                    Health Services -- 0.7%
                    Beverly Enterprises, Inc.+.............................................        3,000         38,250
                    Grancare, Inc.+........................................................        4,000         71,500
                    IDX Systems Corp.+.....................................................        2,000         57,250
                    Magellan Health Services, Inc.+........................................        3,500         78,312
                    Vencor, Inc.+..........................................................        5,000        158,125
 
                    Household Products -- 0.3%
                    Revlon, Inc., Class A+.................................................        2,500         74,688
                    Tupperware Corp. ......................................................        2,000        107,250
 
                    Insurance -- 0.6%
                    ACE Ltd. ..............................................................        2,500        150,312
                    Allstate Corp. ........................................................        2,500        144,688
                    Transatlantic Holdings, Inc. ..........................................          900         72,450
 
                    Leisure & Tourism -- 0.3%
                    AMR Corp.+.............................................................          500         44,063
                    Continental Airlines, Inc., Class B+...................................        2,000         56,500
                    Royal Caribbean Cruises Ltd. ..........................................        2,000         46,750
 
                    Medical Products -- 0.3%
                    Biomet, Inc. ..........................................................        4,000         60,500
                    Haemonetics Corp.+.....................................................        3,500         66,063
                    Sulzer AG..............................................................          100         57,751
 
                    Metals & Minerals -- 0.4%
                    Titanium Metals Corp.+.................................................        1,100         36,163
                    UCAR International, Inc.+..............................................        4,500        169,312
 
                    Retail -- 1.0%
                    Barnes & Noble, Inc.+..................................................        3,500         94,500
                    Bed Bath & Beyond, Inc.+...............................................        5,000        121,250
                    Gymboree Corp.+........................................................        3,500         80,062
                    Mercantile Stores Co., Inc. ...........................................        2,000         98,750
                    Saks Holdings, Inc.+...................................................        7,000        189,000
</TABLE>
 
                                                           ---------------------
 
                                       43
<PAGE>   41
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    CAPITAL APPRECIATION (continued)
                    Software -- 1.6%
                    BISYS Group, Inc.+.....................................................        2,500    $    92,656
                    BMC Software, Inc.+....................................................        4,000        165,500
                    Cadence Design Systems, Inc.+..........................................        2,000         79,500
                    Cognos, Inc.+..........................................................        3,000         84,375
                    DST Systems, Inc.+.....................................................        5,000        156,875
                    Parametric Technology Corp.+...........................................        2,000        102,750
                    Policy Management Systems Corp.+.......................................        1,500         69,188
                    Sterling Software, Inc.+...............................................        4,000        126,500
                    Systems & Computer Technology Corp.+...................................        1,000         16,000
 
                    Telecommunications -- 0.1%
                    West Teleservices Corp.+...............................................        3,500         79,625
 
                    Transportation -- 0.2%
                    Pittston Bulington Co. ................................................        2,000         40,000
                    Werner Enterprises, Inc. ..............................................        5,000         90,625
                                                                                                            ------------
                                                                                                              8,582,976
                                                                                                            ------------
                    CORE EQUITY -- 25.8%
                    Aerospace & Military Technology -- 0.6%
                    Boeing Co. ............................................................        3,000        319,125
 
                    Banks -- 2.0%
                    Citicorp...............................................................        2,000        206,000
                    First Bank System, Inc. ...............................................        5,000        341,250
                    First Union Corp. .....................................................        5,500        407,000
                    Wachovia Corp. ........................................................        3,700        209,050
 
                    Broadcasting & Media -- 1.5%
                    Comcast Corp. .........................................................        1,737         30,940
                    Gannett Co., Inc. .....................................................        5,000        374,375
                    Gaylord Entertainment Co., Class A.....................................       10,263        234,766
                    Viacom, Inc., Class B+.................................................        6,629        231,200
 
                    Business Services -- 0.3%
                    Fluor Corp. ...........................................................        3,000        188,250
 
                    Chemicals -- 1.1%
                    Air Products & Chemicals, Inc. ........................................        5,500        380,188
                    Dow Chemical Co. ......................................................        3,000        235,125
 
                    Communication Equipment -- 0.9%
                    Cisco Systems, Inc.+...................................................        3,000        190,875
                    Lucent Technologies, Inc. .............................................        2,138         98,883
                    Motorola, Inc. ........................................................        4,000        245,500
 
                    Computers & Business Equipment -- 0.9%
                    Hewlett-Packard Co. ...................................................        5,000        251,250
                    Xerox Corp. ...........................................................        5,000        263,125
 
                    Drugs -- 2.6%
                    Bristol-Myers Squibb Co. ..............................................        3,000        326,250
                    Genetics Institute, Inc.+..............................................          400         33,900
                    Pfizer, Inc. ..........................................................        3,000        248,625
                    Pharmacia & Upjohn, Inc. ..............................................        6,000        237,750
                    Warner-Lambert Co. ....................................................        4,600        345,000
                    Zeneca Group PLC ADR...................................................        3,500        294,000
 
                    Electrical Equipment -- 1.3%
                    General Electric Co. ..................................................        5,000        494,375
                    York International Corp. ..............................................        4,500        251,437
</TABLE>
 
- ---------------------
 
                                       44
<PAGE>   42
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    CORE EQUITY (continued)
                    Energy Services -- 0.4%
                    Schlumberger Ltd.......................................................        2,000    $   199,750
 
                    Energy Sources -- 2.1%
                    Amoco Corp. ...........................................................        5,000        402,500
                    Exxon Corp. ...........................................................        3,500        343,000
                    Union Pacific Resources Group, Inc. ...................................        7,000        204,750
                    Unocal Corp. ..........................................................        7,000        284,375
 
                    Financial Services -- 0.6%
                    American Express Co. ..................................................        6,000        339,000
 
                    Food, Beverage & Tobacco -- 0.4%
                    Sara Lee Corp. ........................................................        6,500        242,125
 
                    Household Products -- 2.2%
                    Colgate-Palmolive Co. .................................................        2,000        184,500
                    Gillette Co. ..........................................................        3,000        233,250
                    Kimberly-Clark Corp. ..................................................        3,000        285,750
                    Procter & Gamble Co. ..................................................        3,200        344,000
                    Revlon, Inc., Class A+.................................................        8,200        244,975
 
                    Insurance -- 1.8%
                    ACE Ltd. ..............................................................        5,000        300,625
                    Allstate Corp. ........................................................        6,000        347,250
                    American International Group, Inc. ....................................        3,700        400,525
 
                    Leisure & Tourism -- 0.8%
                    AMR Corp.+.............................................................        2,000        176,250
                    McDonald's Corp. ......................................................        7,000        316,750
 
                    Machinery -- 0.4%
                    Illinois Tool Works, Inc. .............................................        3,000        239,625
 
                    Materials -- 0.5%
                    Phelps Dodge Corp. ....................................................        4,000        270,000
 
                    Medical Products -- 0.9%
                    Abbott Laboratories....................................................        6,000        304,500
                    Biomet, Inc. ..........................................................       15,000        226,875
 
                    Paper Products -- 0.3%
                    International Paper Co. ...............................................        5,000        201,875
 
                    Retail -- 1.4%
                    Home Depot, Inc. ......................................................        5,000        250,625
                    May Department Stores Co. .............................................        5,000        233,750
                    Wal-Mart Stores, Inc. .................................................       14,000        320,250
 
                    Software -- 2.2%
                    BMC Software, Inc.+....................................................        6,000        248,250
                    Computer Sciences Corp.+...............................................        3,000        246,375
                    Electronic Data Systems Corp. .........................................        5,000        216,250
                    First Data Corp. ......................................................        6,000        219,000
                    Microsoft Corp.+.......................................................        4,000        330,500
</TABLE>
 
                                                           ---------------------
 
                                       45
<PAGE>   43
 
<TABLE>
<CAPTION>
                                           COMMON STOCK (continued)                             SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    CORE EQUITY (continued)
                    Transportation -- 0.6%
                    Canadian Pacific Ltd.+.................................................       12,000    $   318,000
                                                                                                            ------------
                                                                                                             14,913,489
                                                                                                            ------------
                    TOTAL COMMON STOCK (cost $17,021,544)..................................                  23,496,465
                                                                                                            ------------
                                            PREFERRED STOCK -- 0.5%
                    ----------------------------------------------------------------------------------------------------
                    CAPITAL APPRECIATION -- 0.2%
                    Broadcasting & Media -- 0.1%
                    News Corp., Ltd. ADR...................................................        2,000         35,250
 
                    Finance -- 0.1%
                    Chevy Chase Preferred Capital Corp., Series A 10.38% ..................        1,655         86,267
                                                                                                            ------------
                                                                                                                121,517
                                                                                                            ------------
                    BRAZIL -- 0.1%
                    Consumer Staples -- 0.0%
                    Companhia Cervejaraia Brahma...........................................       57,700         31,541
 
                    Energy Sources -- 0.1%
                    Petroleo Brasileiros SA................................................      350,000         55,745
                                                                                                            ------------
                                                                                                                 87,286
                                                                                                            ------------
                    GERMANY -- 0.2%
                    Consumer Discretionary -- 0.2%
                    Hornbach Holding AG....................................................        1,400        100,078
                                                                                                            ------------
                    TOTAL PREFERRED STOCK (cost $288,107)..................................                     308,881
                                                                                                            ------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                            BONDS & NOTES -- 23.9%                              AMOUNT
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    COMMUNICATIONS & MEDIA -- 0.9%
                    360 Communications 7.50% 2006..........................................   $  100,000         99,191
                    Benedek Communications Corp. zero coupon 2006(1)(2)....................      165,000         94,462
                    Chancellor Broadcasting Co. 9.38% 2004.................................       15,000         15,150
                    Granite Broadcasting Corp. 10.38% 2005.................................       50,000         51,250
                    Muzak L.P. 10.00% 2003.................................................      100,000        102,250
                    Young Broadcasting, Inc. 9.00% 2006....................................       50,000         48,625
                    Young Broadcasting, Inc. 11.75% 2004...................................      100,000        109,000
                                                                                                            ------------
                                                                                                                519,928
                                                                                                            ------------
                    CONSUMER DISCRETIONARY -- 0.2%
                    Webb (Del) Corp. 9.00% 2006............................................      150,000        146,250
                                                                                                            ------------
                    CONSUMER STAPLES -- 0.4%
                    Sweetheart Cup, Inc. 10.50% 2003.......................................      200,000        208,000
                                                                                                            ------------
                    ENERGY -- 1.1%
                    Mesa Operating Co. 10.63% 2006.........................................       25,000         27,125
                    Phillips Petroleum Co. 9.18% 2021......................................      250,000        275,235
                    Plains Resources, Inc. 10.25% 2006.....................................       45,000         48,150
                    Santa Fe Energy Resources, Inc. 11.00% 2004............................      150,000        165,000
                    Transportadora De Gas 10.25% 2001......................................      100,000        105,950
                                                                                                            ------------
                                                                                                                621,460
                                                                                                            ------------
</TABLE>
 
- ---------------------
 
                                       46
<PAGE>   44
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                           BONDS & NOTES (continued)                            AMOUNT         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    FINANCE -- 0.4%
                    Dime Bancorp 10.50% 2005...............................................   $  100,000        110,125
                    First Nationwide Parent Holdings 12.50% 2003...........................      100,000    $   112,000
                                                                                                            ------------
                                                                                                                222,125
                                                                                                            ------------
                    HEALTHCARE -- 0.4%
                    OrNda HealthCorp 11.38% 2004...........................................      150,000        173,250
                    Owens & Minor, Inc. 10.88% 2006........................................       60,000         64,350
                                                                                                            ------------
                                                                                                                237,600
                                                                                                            ------------
                    INDUSTRIAL & COMMERCIAL -- 1.5%
                    American Standard, Inc. zero coupon 2005...............................      100,000         93,000
                    Cabot Safety Acquisition Corp. 12.50% 2005.............................      100,000        111,000
                    Collins & Aikman Corp. 11.50% 2006.....................................      100,000        109,000
                    Exide Corp. 10.75% 2002................................................      100,000        104,500
                    Graphic Controls Corp. 12.00% 2005(2)..................................       50,000         55,375
                    Hayes Wheels International, Inc. 11.00% 2006...........................       25,000         27,281
                    K & F Industries, Inc. 10.38% 2004.....................................       25,000         26,375
                    Mettler Toledo, Inc. 9.75% 2006........................................       15,000         15,750
                    Moog, Inc. 10.00% 2006.................................................       50,000         52,500
                    Northrop Grumman Corp. 9.38% 2024......................................      100,000        110,551
                    Rohr, Inc. 11.63% 2003.................................................      125,000        137,813
                                                                                                            ------------
                                                                                                                843,145
                                                                                                            ------------
                    INFORMATION & ENTERTAINMENT -- 0.4%
                    Cablevision Systems Corp. 9.25% 2005...................................      100,000         99,000
                    MCI Communications Corp. 7.13% 2000....................................       90,000         91,905
                    Rifkin Acquisitions Partners L.P. 11.13% 2006..........................       50,000         52,125
                                                                                                            ------------
                                                                                                                243,030
                                                                                                            ------------
                    INFORMATION TECHNOLOGY -- 0.2%
                    Digital Equipment Corp. 7.75% 2023.....................................      150,000        128,647
                                                                                                            ------------
                    MATERIALS -- 2.6%
                    A.K. Steel Corp. 9.13% 2006*...........................................      155,000        159,262
                    A.K. Steel Corp. 10.75% 2004*..........................................      100,000        109,250
                    Arcadian Partners L.P. 10.75% 2005.....................................      150,000        164,625
                    Armco, Inc. 9.38% 2000.................................................      275,000        276,375
                    Container Corp. of America 10.75% 2002.................................      225,000        243,000
                    Fort Howard Corp. 9.25% 2001...........................................      150,000        156,375
                    Rexene Corp. 11.75% 2004...............................................       25,000         28,063
                    S.D. Warren Co. 12.00% 2004............................................      100,000        108,000
                    Sterling Chemicals, Inc. 11.75% 2006...................................       25,000         26,500
                    Texas Petrochemicals Corp. 11.13% 2006.................................       35,000         37,625
                    Weirton Steel Corp. 11.38% 2004........................................      100,000        101,500
                    Wheeling Pittsburgh Corp. 9.38% 2003...................................       70,000         69,300
                                                                                                            ------------
                                                                                                              1,479,875
                                                                                                            ------------
                    NON-U.S. GOVERNMENT OBLIGATIONS -- 0.5%
                    British Columbia Province Canada 6.50% 2026............................      150,000        138,767
                    Republic of Argentina 8.38% 2003.......................................      150,000        141,187
                                                                                                            ------------
                                                                                                                279,954
                                                                                                            ------------
                    RETAIL -- 0.1%
                    Guitar Center Management Co., Inc. 11.00% 2006*........................       50,000         52,500
                                                                                                            ------------
                    U.S. GOVERNMENT & AGENCIES -- 14.8%
                    Government National Mortgage Association 6.00% 2009....................      184,160        178,865
                    Government National Mortgage Association 6.50% 2008 - 2009.............    1,250,027      1,238,102
                    Government National Mortgage Association 7.50% 2022 - 2024.............    1,047,998      1,052,011
                    Government National Mortgage Association 8.50% 2024....................      342,890        356,174
                    United States Treasury Bonds 6.25% 2023................................      200,000        187,500
</TABLE>
 
                                                           ---------------------
 
                                       47
<PAGE>   45
 
<TABLE>
<CAPTION>
                                                                                              PRINCIPAL
                                           BONDS & NOTES (continued)                            AMOUNT         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    U.S. GOVERNMENT & AGENCIES (continued)
                    United States Treasury Bonds 9.25% 2016................................   $  200,000    $   253,906
                    United States Treasury Notes 5.63% 1998 - 2000.........................      500,000        495,350
                    United States Treasury Notes 6.25% 2003................................      750,000        749,063
                    United States Treasury Notes 6.50% 2006................................      500,000        502,735
                    United States Treasury Notes 7.25% 2004................................      100,000        105,250
                    United States Treasury Notes 7.50% 2001................................      750,000        789,495
                    United States Treasury Notes 7.75% 1999................................      500,000        522,420
                    United States Treasury Notes 7.88% 1999 - 2004.........................    1,250,000      1,342,267
                    United States Treasury Notes 8.50% 2000................................      750,000        800,978
                                                                                                            ------------
                                                                                                              8,574,116
                                                                                                            ------------
                    UTILITIES -- 0.4%
                    El Paso Electric Co. 8.90% 2006........................................      215,000        224,168
                                                                                                            ------------
                    TOTAL BONDS & NOTES (cost $12,981,332).................................                  13,780,798
                                                                                                            ------------
                                          FOREIGN SECURITIES -- 31.0%                           SHARES
                    ----------------------------------------------------------------------------------------------------
                    ARGENTINA -- 0.2%
                    YPF Sociedad Anonima ADR (Energy)......................................        4,000        101,000
                                                                                                            ------------
                    AUSTRALIA -- 1.6%
                    Amcor Ltd. (Materials).................................................       25,446        163,626
                    Boral Ltd. (Materials).................................................       41,272        117,442
                    Broken Hill Proprietary Ltd. (Materials)...............................       17,433        248,310
                    Goodman Fielder Wattie Ltd. (Consumer Staples).........................      104,132        129,120
                    Pioneer International Ltd. (Materials)+................................       40,000        119,227
                    Qantas Airways Ltd. ADR (Information & Entertainment)*.................        7,800        130,099
                                                                                                            ------------
                                                                                                                907,824
                                                                                                            ------------
                    AUSTRIA -- 0.3%
                    OMV AG (Energy)........................................................        1,400        157,861
                                                                                                            ------------
                    BELGIUM -- 0.3%
                    Credit Dexia/Communal Holding (Finance)+*..............................        1,600        145,993
                                                                                                            ------------
                    BRAZIL -- 0.3%
                    Centrais Eletricas Brasileiras SA - ELETROBRAS ADR (Utilities).........        5,500         98,451
                    Telecomunicacoes Brasileirassas SA (Information Technology)............      920,000         65,961
                                                                                                            ------------
                                                                                                                164,412
                                                                                                            ------------
                    CANADA -- 0.6%
                    Canadian Pacific Ltd. ADR (Industrial & Commercial)+...................       10,000        263,273
                    Canwest Global Communications (Information Technology).................        7,463         76,500
                                                                                                            ------------
                                                                                                                339,773
                                                                                                            ------------
                    CHILE -- 0.2%
                    Enersis SA ADR (Utilities).............................................        5,000        138,750
                                                                                                            ------------
                    DENMARK -- 0.9%
                    Tele Danmark A/S, Class B ADR (Utilities)..............................        6,400        174,400
                    Unidanmark A/S (Finance)...............................................        6,250        323,598
                                                                                                            ------------
                                                                                                                497,998
                                                                                                            ------------
</TABLE>
 
- ---------------------
 
                                       48
<PAGE>   46
 
<TABLE>
<CAPTION>
                                        FOREIGN SECURITIES (continued)                          SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    FINLAND -- 0.9%
                    Merita Ltd. (Finance)+.................................................       30,000    $    93,261
                    Metsa Serla Oy (Materials).............................................       15,500        116,250
                    Nokia Corp., Class A ADR (Information Technology)......................        3,300        190,162
                    Rauma Oy (Industrial & Commercial).....................................        5,000        105,435
                                                                                                            ------------
                                                                                                                540,824
                                                                                                            ------------
                    FRANCE -- 2.8%
                    Accor SA (Information & Entertainment).................................        1,025        129,792
                    Assurance General de France (Finance)+*................................        6,200        200,154
                    Banque National de Paris (Finance).....................................        5,500        212,855
                    Cie de St. Gobain (Materials)..........................................          781        110,486
                    Credit Commerce France (Finance).......................................        2,000         92,512
                    Elf Aquitaine SA (Energy)..............................................        1,200        109,234
                    Havas SA (Information & Entertainment).................................        3,226        226,321
                    Peugeot SA (Consumer Discretionary)....................................          400         45,023
                    Remy Cointreau SA (Consumer Staples)...................................        2,000         56,664
                    Rhone-Poulenc SA (Healthcare)..........................................        6,424        219,024
                    Societe Generale (Finance).............................................        1,426        154,184
                    Total SA, Series B (Energy)............................................          852         69,296
                                                                                                            ------------
                                                                                                              1,625,545
                                                                                                            ------------
                    GERMANY -- 1.5%
                    Daimler-Benz AG (Consumer Discretionary)...............................        4,000        275,539
                    Degussa AG (Materials).................................................          300        135,788
                    Karstadt AG (Consumer Discretionary)...................................          420        141,929
                    Mannesmann AG (Industrial & Commercial)................................          262        113,565
                    Metallgesellschaft AG (Industrial & Commercial)+.......................       11,000        225,175
                                                                                                            ------------
                                                                                                                891,996
                                                                                                            ------------
                    HONG KONG -- 1.3%
                    China Light & Power Co., Ltd. (Utilities)..............................       17,000         75,609
                    CITIC Pacific Ltd. (Consumer Discretionary)............................       15,000         87,077
                    Hutchison Whampoa Ltd. (Real Estate)...................................       21,000        164,943
                    Sun Hung Kai Properties Ltd. (Real Estate).............................       17,000        208,255
                    Swire Pacific Ltd., Class A (Real Estate)..............................       19,000        181,169
                    Tingyi Holding Co. (Consumer Staples)..................................      200,000         52,363
                                                                                                            ------------
                                                                                                                769,416
                                                                                                            ------------
                    INDIA -- 0.1%
                    State Bank India GDR (Finance)*........................................        4,400         76,428
                                                                                                            ------------
                    INDONESIA -- 0.4%
                    PT Jaya Real Property alien (Real Estate)..............................       78,000        108,975
                    PT Kalbe Farma alien (Healthcare)......................................       36,000         41,152
                    PT Bank Negara Indonesia (Finance)+*...................................       25,500         13,495
                    PT Bank Negara Indonesia alien (Finance)+*.............................       72,000         38,103
                    PT Indonesian Satellite Corp. ADR (Utilities)+*........................        2,000         54,750
                                                                                                            ------------
                                                                                                                256,475
                                                                                                            ------------
                    IRELAND -- 0.2%
                    Allied Irish Banks (Finance)...........................................        4,522         30,369
                    Jefferson Smurfit Group (Paper Products)+..............................       30,000         86,603
                                                                                                            ------------
                                                                                                                116,972
                                                                                                            ------------
                    ITALY -- 1.0%
                    Arnaldo Mondadori Edit (Information & Entertainment)...................       14,000        113,975
                    Banca Commerciale Italiana SpA (Finance)...............................       60,000        109,163
                    Fiat SpA (Consumer Discretionary)......................................       30,000         90,771
</TABLE>
 
                                                           ---------------------
 
                                       49
<PAGE>   47
 
<TABLE>
<CAPTION>
                                        FOREIGN SECURITIES (continued)                          SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    ITALY (continued)
                    Finanziaria Autogrill SpA (Information & Entertainment)................       60,000    $    58,141
                    STET (Utilities).......................................................       42,000        191,035
                                                                                                            ------------
                                                                                                                563,085
                                                                                                            ------------
                    JAPAN -- 5.8%
                    77th Bank (Finance)....................................................       10,000         82,031
                    Asahi Organic Chemical (Industrial & Commercial).......................       11,000         64,874
                    Chudenko Corp. (Industrial & Commercial)...............................        2,000         57,681
                    Chugai Pharmaceutical Co., Ltd. (Healthcare)...........................       13,000        108,885
                    Dai Nippon Printing Co., Ltd. (Information & Entertainment)............       11,000        192,816
                    Danto Corp. (Materials)................................................        2,000         19,515
                    Fuji Machine Manufacturing Co. (Industrial & Commercial)...............        3,000         79,527
                    JGC Corp. (Industrial & Commercial)....................................       13,000         97,548
                    Kyudenko Corp. (Industrial & Commercial)...............................        5,000         51,809
                    Mabuchi Motor Co., Ltd. (Industrial & Commercial)......................        2,000        100,682
                    Maruichi Steel Tube (Energy)...........................................        7,000        120,888
                    Matsushita Electric Industrial Co., Ltd. (Information & Technology)+...       11,000        179,518
                    Mitsubishi Heavy Industrial Ltd. (Industrial & Commercial).............       20,000        158,881
                    Murata Manufacturing Co. (Information Technology)......................        2,000         66,488
                    NGK Spark Plug Co., Ltd. (Industrial & Commercial).....................       16,000        175,460
                    Nippon Express Co., Ltd. (Industrial & Commercial).....................       14,000         95,985
                    Nippon Television Network (Information & Entertainment)................          650        196,443
                    Nomura Securities International, Inc. (Finance)........................        8,000        120,197
                    Onward Kashiyama (Consumer Discretionary)..............................       14,000        197,047
                    Sakura Bank Ltd. (Finance).............................................       13,000         92,945
                    Sanwa Bank Ltd. (Finance)..............................................        5,000         68,215
                    Sony Corp. (Information & Entertainment)...............................        1,000         65,538
                    Sumitomo Realty & Development Co., Ltd. (Real Estate)..................       19,000        119,765
                    Sumitomo Trust & Banking Co., Ltd. (Finance)...........................        3,000         30,049
                    Toda Construction Co. (Industrial & Commercial)........................       17,000        129,177
                    Tokio Marine & Fire Insurance Co., Ltd. (Finance)......................       17,000        160,004
                    Toyo Ink Manufacturing Co. (Materials).................................       30,000        123,046
                    Toyota Motor Corp. (Consumer Discretionary)............................        5,000        143,770
                    World Co., Ltd. (Consumer Discretionary)...............................        2,700        111,907
                    Yamato Kogyo Co. (Materials)...........................................       16,000        147,828
                    Yamazaki Baking Co. (Consumer Staples).................................        1,000         15,974
                                                                                                            ------------
                                                                                                              3,374,493
                                                                                                            ------------
                    LUXEMBOURG -- 0.1%
                    Quilmes Industrial SA (Consumer Staples)...............................        5,300         48,363
                                                                                                            ------------
                    MALAYSIA -- 0.4%
                    Land & General Bhd (Real Estate).......................................       40,000         95,822
                    MBF Capital Bhd (Finance)..............................................       22,000         35,716
                    Resorts World Bhd (Information & Entertainment)........................       34,000        154,821
                                                                                                            ------------
                                                                                                                286,359
                                                                                                            ------------
                    MEXICO -- 0.6%
                    Cemex SA de CV (Materials).............................................       20,000         72,028
                    Fomento Economico Mexicano SA de CV (Consumer Staples).................       24,000         82,317
                    Grupo Carso SA de CV (Consumer Staples)................................       20,000        105,945
                    Grupo Financiero Bancomer SA de CV, Series B (Finance).................      180,000         72,027
                    Transportacion Maritima Mexicana SA de CV ADR (Industrial &
                      Commercial)..........................................................        2,900         13,413
                                                                                                            ------------
                                                                                                                345,730
                                                                                                            ------------
</TABLE>
 
- ---------------------
 
                                       50
<PAGE>   48
 
<TABLE>
<CAPTION>
                                        FOREIGN SECURITIES (continued)                          SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    NETHERLANDS -- 1.1%
                    Akzo Nobel NV (Materials)..............................................          700    $    95,685
                    Internationale Nederlanden Groep NV (Finance)..........................        5,632        202,902
                    KLM Royal Dutch Air Lines NV (Information & Entertainment).............        4,000        112,598
                    PolyGram NV (Information & Entertainment)..............................        4,000        203,880
                                                                                                            ------------
                                                                                                                615,065
                                                                                                            ------------
                    NEW ZEALAND -- 0.4%
                    Air New Zealand Ltd. (Information & Entertainment).....................       31,366         85,151
                    Carter Holt Harvey Ltd. (Materials)....................................       65,000        147,508
                                                                                                            ------------
                                                                                                                232,659
                                                                                                            ------------
                    NORWAY -- 0.7%
                    Fokus Bank ASA (Finance)...............................................        9,000         61,321
                    Nycomed ASA (Healthcare)+..............................................       16,615        251,426
                    Saga Petroleum (Energy)................................................        5,000         82,647
                                                                                                            ------------
                                                                                                                395,394
                                                                                                            ------------
                    PHILIPPINES -- 0.1%
                    Philipino Telephone Corp. (Utilities)..................................       40,000         33,840
                    Philippine Long Distance Telephone Co. ADR (Utilities).................        1,000         51,000
                                                                                                            ------------
                                                                                                                 84,840
                                                                                                            ------------
                    PORTUGAL -- 0.0%
                    Telecel-Comunicacoes Pessoais SA (Information Technology)+*............          200         12,770
                                                                                                            ------------
                    SINGAPORE -- 1.2%
                    Development Bank of Singapore alien (Finance)..........................       16,500        222,861
                    Far East Levingston Shipbuilding Ltd. (Energy).........................       20,000        104,338
                    Keppel Corp., Ltd. (Industrial & Commercial)...........................       28,000        218,109
                    Straits Steamship Land Ltd. (Real Estate)..............................       20,000         64,032
                    United Overseas Bank Ltd. alien (Finance)..............................        9,000        100,336
                                                                                                            ------------
                                                                                                                709,676
                                                                                                            ------------
                    SOUTH KOREA -- 0.4%
                    Chosun Brewery Co., Ltd. (Consumer Staples)............................        3,020         83,372
                    Commerce Bank Korea (Finance)..........................................        2,000         13,065
                    Daewoo Securities Co., Ltd. (Finance)..................................        2,040         26,315
                    Hanil Bank (Finance)...................................................        4,000         27,456
                    Hanwha Chemical (Materials)............................................        2,000         15,503
                    Korea Electric Power Corp. (Utilities).................................        1,000         29,112
                    Korean Air Lines (Information & Entertainment).........................        1,450         23,869
                    Shinsegae Department Street (Consumer Discretionary)...................          600         24,923
                                                                                                            ------------
                                                                                                                243,615
                                                                                                            ------------
                    SPAIN -- 1.0%
                    Acerinox SA (Materials)................................................          950        137,277
                    Empresa Nacional de Electricidad ADR (Utilities).......................        2,000        140,000
                    Empresa Nacional de Electricidad SA (Utilities)........................        1,500        106,759
                    Telefonica de Espana SA (Utilities)....................................        7,500        174,177
                                                                                                            ------------
                                                                                                                558,213
                                                                                                            ------------
                    SWEDEN -- 0.5%
                    BT Industries AB (Industrial & Commercial).............................        2,950         54,935
                    Pharmacia & Upjohn, Inc. (Healthcare)..................................        5,000        204,915
                                                                                                            ------------
                                                                                                                259,850
                                                                                                            ------------
                    SWITZERLAND -- 0.9%
                    Nestle SA (Consumer Staples)...........................................          170        182,510
                    Richemont Cie Finance (Consumer Staples)...............................           60         84,274
                    Sulzer AG (Healthcare).................................................          450        240,717
                                                                                                            ------------
                                                                                                                507,501
                                                                                                            ------------
</TABLE>
 
                                                           ---------------------
 
                                       51
<PAGE>   49
<TABLE>
<CAPTION>
                                        FOREIGN SECURITIES (continued)                          SHARES         VALUE
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    THAILAND -- 0.3%
                    Bangkok Metropolitan Bank PCL alien (Finance)..........................      108,536    $    41,051
                    Land & Houses PCL alien (Real Estate)..................................        2,700         19,687
                    Siam City Cement PCL alien (Materials).................................        2,000         10,450
                    Siam Commercial Bank PCL alien (Finance)...............................       10,000         72,526
                                                                                                            ------------
                                                                                                                143,714
                                                                                                            ------------
                    UNITED KINGDOM -- 4.8%
                    Amersham International (Healthcare)....................................        3,000         59,106
                    Associated British Foods PLC (Consumer Staples)........................       18,000        148,946
                    Bank of Scotland (Finance).............................................       20,000        105,534
                    BOC Group PLC (Industrial & Commercial)................................        8,000        119,787
                    Boots Co. PLC (Consumer Discretionary).................................       20,000        206,270
                    British Gas PLC (Utilities)............................................       60,000        230,255
                    British Telecommunications PLC (Utilities).............................       28,000        189,481
                    BTR PLC (Industrial & Commercial)......................................       35,000        170,893
                    Cookson Group PLC (Information Technology).............................       30,000        121,809
                    De La Rue PLC (Information & Technology)...............................       20,000        197,019
                    National Grid Group PLC (Utilities)....................................       30,000        100,223
                    Northern Foods PLC (Consumer Staples)..................................       23,000         79,596
                    PowerGen PLC (Utilities)...............................................       21,065        206,428
                    Rank Group PLC (Information & Entertainment)...........................       15,000        112,558
                    Reckitt & Colman PLC (Consumer Staples)................................       13,300        164,740
                    Royal Bank of Scotland Group PLC (Finance).............................       10,101         97,255
                    Royal & Sun Alliance Insurance Group PLC (Finance).....................       16,254        124,056
                    Sainsbury (J.) PLC (Consumer Discretionary)............................       35,686        236,602
                    Sun Life & Provincial Holdings (Finance)+*.............................       20,000         89,087
                    United Biscuits (Consumer Staples).....................................       10,000         36,149
                                                                                                            ------------
                                                                                                              2,795,794
                                                                                                            ------------
                    VENEZUELA -- 0.1%
                    Compania Anon Nacional Tele De Venezuela ADR (Utilities)...............        1,900         53,438
                                                                                                            ------------
                    TOTAL FOREIGN SECURITIES (cost $16,434,606)............................                  17,926,110
                                                                                                            ------------
                    TOTAL INVESTMENT SECURITIES (cost $46,725,589).........................                  55,512,254
                                                                                                            ------------
 
<CAPTION>
                                         REPURCHASE AGREEMENTS -- 3.4%
                    ----------------------------------------------------------------------------------------------------
                    <S>                                                                       <C>           <C>
                    Joint Repurchase Agreement Account -- First Boston (Note 3)............      635,000        635,000
                    Joint Repurchase Agreement Account -- Lehman Bros. (Note 3)............    1,320,000      1,320,000
                                                                                                            ------------
                    TOTAL REPURCHASE AGREEMENTS (cost $1,955,000)..........................                   1,955,000
                                                                                                            ------------
                    TOTAL INVESTMENTS --
                      (cost $48,680,589)                                 99.5%                               57,467,254
                    Other assets less liabilities --                         0.5                                276,980
                    ------                                                                                  -----------
                    NET ASSETS --                                    100.0%                                 $57,744,234
                    ======                                                                                  ===========
</TABLE>
 
              -----------------------------
              + Non-income producing securities
              * Resale restricted to qualified institutional buyers
              ADR - American Depositary Receipts
              (1) Represents a zero coupon bond which will convert to an
              interest-bearing security at a later date
              (2) Fair valued security; see Note 2
 
              See Notes to Financial Statements
 
- ---------------------
 
                                       52
<PAGE>   50
 
                    [This page is intentionally left blank]
 
                                                           ---------------------
 
                                       53
<PAGE>   51
 
- ---------------------
 
    ANCHOR SERIES TRUST
    STATEMENT OF ASSETS AND LIABILITIES
    FOR THE YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                                     MONEY         FIXED      GOVERNMENT &
                                                                    MARKET        INCOME      QUALITY BOND    HIGH YIELD
                                                                   PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO
    ---------------------------------------------------------------------------------------------------------------------
    <S>                                                           <C>           <C>           <C>            <C>
    ASSETS:
    Investment securities, at value*............................  $       --    $22,143,212   $207,128,070   $43,463,074
    Short-term securities*......................................  74,148,151            --             --             --
    Repurchase agreements (cost equals market)..................          --       210,000     21,579,000      1,173,000
    Cash........................................................       8,792         1,535          3,442          4,238
    Foreign currency............................................          --            --             --             --
    Receivables for --
      Dividends and accrued interest............................     223,228       423,296      2,392,444      1,042,946
      Fund shares sold..........................................     219,657           638      1,029,129         50,109
      Sales of investments......................................          --       531,768             --             --
      Foreign currency contracts................................          --            --             --             --
    Prepaid expenses............................................      20,440         8,853         46,678          9,921
    Unrealized appreciation on forward foreign currency
      contracts.................................................          --            --             --             --
                                                                                                              -----------
                                                                  74,620,268    23,319,302    232,178,763     45,743,288
                                                                                                              -----------
    LIABILITIES:
    Payables for --
      Fund shares redeemed......................................     548,186        23,190        309,434             --
      Management fees...........................................      31,906        12,084        116,134         27,190
      Purchases of investments..................................          --       522,006     10,062,500             --
      Foreign currency contracts................................          --            --             --             --
      Variation margin on futures contracts.....................          --            --             --             --
    Other accrued expenses......................................      39,523        19,020         87,618         29,378
    Unrealized depreciation on forward foreign currency
      contracts.................................................          --            --             --             --
                                                                                                              -----------
                                                                     619,615       576,300     10,575,686         56,568
                                                                                                              -----------
    NET ASSETS:.................................................  $74,000,653   $22,743,002   $221,603,077   $45,686,720
                                                                                                              ===========
    Shares of beneficial interest outstanding (unlimited shares
      authorized)...............................................  74,000,653     1,709,571     16,209,760      5,450,139
    Net asset value per share...................................  $     1.00    $    13.30    $     13.67    $      8.38
                                                                                                              ===========
    COMPOSITION OF NET ASSETS:
    Capital paid in.............................................  $74,000,653   $23,175,000   $208,048,632   $54,340,529
    Accumulated undistributed net investment income.............       2,155     1,661,104     13,956,938      4,006,818
    Accumulated undistributed net realized gain (loss) on
      investments, futures contracts and options contracts......      (2,155)   (2,050,166)       642,087    (14,097,904)
    Unrealized appreciation (depreciation) of investments.......          --       (42,936)    (1,044,580)     1,437,277
    Unrealized foreign exchange gain (loss) on other assets and
      liabilities...............................................          --            --             --             --
    Unrealized appreciation on futures contracts................          --            --             --             --
                                                                                                              -----------
                                                                  $74,000,653   $22,743,002   $221,603,077   $45,686,720
                                                                                                              ===========
    ---------------
    *Cost
     Investment securities......................................  $       --    $22,186,148   $208,172,650   $42,025,797
                                                                                                              ===========
     Short-term securities......................................  $74,148,151   $       --    $        --    $        --
                                                                                                              ===========
</TABLE>
 
    See Notes to Financial Statements
 
- ---------------------
 
                                       54
<PAGE>   52
 
- ---------------------
 
<TABLE>
<CAPTION>
                    GROWTH AND      FOREIGN                      CAPITAL        NATURAL                     STRATEGIC
      TARGET '98      INCOME      SECURITIES       GROWTH      APPRECIATION    RESOURCES    MULTI-ASSET    MULTI-ASSET
       PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO
      ----------------------------------------------------------------------------------------------------------------
<S>   <C>           <C>           <C>           <C>            <C>            <C>           <C>            <C>
      $9,883,642    $32,745,516   $43,001,037   $360,569,213   $479,136,785   $40,049,559   $147,156,924   $55,512,254
              --            --       494,746             --      1,320,925            --             --            --
         283,000     1,039,000     4,621,000      6,154,000     84,691,000     5,221,000      7,989,000     1,955,000
           3,780         2,535         4,460          1,118          1,690         2,818          4,144        70,238
              --            --            22             --             --            --             --             6
          21,229        64,627       124,550        409,583        158,149        57,959        641,182       296,839
             308        59,069        97,717        638,497      1,922,086       227,785         14,881        37,635
              --            --       180,115        417,642      2,943,777            --      1,414,317       426,194
              --            --       187,838             --             --            --             --       133,071
             966         3,965         4,841         46,958         24,787         3,025         31,487        14,787
              --            --        21,708             --             --            --             --            --
                                                                                                           -----------
      10,192,925    33,914,712    48,738,034    368,237,011    570,199,199    45,562,146    157,251,935    58,446,024
                                                                                                           -----------
           1,234        24,428       360,105        802,100      1,044,149       172,868        146,167       187,580
           5,492        19,966        36,655        225,562        311,843        28,271        129,484        49,087
              --       376,860        25,613        493,771        388,357            --      6,287,450       275,590
              --            --       188,405             --             --            --             --       134,087
              --            --        11,648             --        633,000            --             --            --
          14,658        28,185        69,808        113,251        149,545        31,806         69,973        55,446
              --            --        10,111             --             --            --             --            --
                                                                                                           -----------
          21,384       449,439       702,345      1,634,684      2,526,894       232,945      6,633,074       701,790
                                                                                                           -----------
      $10,171,541   $33,465,273   $48,035,689   $366,602,327   $567,672,305   $45,329,201   $150,618,861   $57,744,234
                                                                                                           ===========
         871,510     2,462,811     3,712,348     15,805,435     20,275,261     2,687,538     11,282,314     4,732,870
      $    11.67    $    13.59    $    12.94    $     23.19    $     28.00    $    16.87    $     13.35    $    12.20
                                                                                                           ===========
      $9,342,136    $28,676,058   $40,682,830   $238,848,041   $404,985,218   $37,003,652   $98,704,640    $38,286,430
         816,095       857,047       969,165      3,059,640      1,034,306       525,994      4,119,739     1,252,720
        (252,703)      (80,382)    3,770,149     44,877,743     63,149,761     3,063,976     20,184,053     9,417,996
         266,013     4,012,550     2,572,990     79,816,903     98,109,498     4,735,822     27,610,443     8,786,665
              --            --        12,534             --           (228)         (243)           (14)          423
              --            --        28,021             --        393,750            --             --            --
                                                                                                           -----------
      $10,171,541   $33,465,273   $48,035,689   $366,602,327   $567,672,305   $45,329,201   $150,618,861   $57,744,234
                                                                                                           ===========
      $9,617,629    $28,732,966   $40,428,047   $280,752,310   $381,027,287   $35,313,737   $119,546,481   $46,725,589
                                                                                                           ===========
      $       --    $       --    $  494,746    $        --    $ 1,320,925    $       --    $        --    $       --
                                                                                                           ===========
</TABLE>
 
                                                           ---------------------
 
                                       55
<PAGE>   53
 
- ---------------------
 
    ANCHOR SERIES TRUST
    STATEMENT OF OPERATIONS
    FOR THE YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                                                                      GOVERNMENT &
                                                                        MONEY MARKET   FIXED INCOME   QUALITY BOND    HIGH YIELD
                                                                         PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
    -----------------------------------------------------------------------------------------------------------------------------
    <S>                                                                 <C>            <C>            <C>            <C>
    NET INVESTMENT INCOME:
    Income:
      Interest........................................................   $4,727,875    $  1,858,312   $ 15,640,194   $ 4,284,747
      Dividends.......................................................           --             209             --        31,095
                                                                        ---------------------------------------------------------
             Total income*............................................    4,727,875       1,858,521     15,640,194     4,315,842
                                                                        ---------------------------------------------------------
    Expenses:
      Investment management fees......................................      432,146         152,430      1,392,653       313,621
      Custodian fees..................................................       35,490          36,595        109,320        49,940
      Audit and tax consulting fees...................................       19,500           9,365         44,585        11,830
      Trustees' fees..................................................        6,092           2,483         15,087         2,971
      Reports to investors............................................        2,365             685         22,100         1,060
      Insurance expense...............................................        1,998             527          4,221           962
      Legal fees......................................................        1,810              --          3,760            --
      Other expenses..................................................        3,055             657          7,386         1,783
                                                                        ---------------------------------------------------------
             Total expenses...........................................      502,456         202,742      1,599,112       382,167
                                                                        ---------------------------------------------------------
    Net investment income.............................................    4,225,419       1,655,779     14,041,082     3,933,675
                                                                        ---------------------------------------------------------
    REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
      CURRENCIES:
    Net realized gain on investments..................................           --         462,470        585,700       696,575
    Net realized foreign exchange gain (loss) on other assets and
      liabilities.....................................................           --              --             --            --
    Net realized gain (loss) on futures contracts.....................           --              --             --            --
    Change in unrealized appreciation/depreciation on investments.....           --      (1,654,211)    (7,904,999)      392,992
    Change in unrealized foreign exchange gain/loss on other assets
      and liabilities.................................................           --              --             --            --
    Change in unrealized appreciation/depreciation on futures
      contracts.......................................................           --              --             --            --
                                                                        ---------------------------------------------------------
    Net realized and unrealized gain (loss) on investments and foreign
      currencies......................................................           --      (1,191,741)    (7,319,299)    1,089,567
                                                                        ---------------------------------------------------------
    NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..............   $4,225,419    $    464,038   $  6,721,783   $ 5,023,242
                                                                              ===================================================
    ---------------
    * Net of foreign withholding taxes on interest and dividends
      of:.............................................................   $       --    $         --   $         --   $        --
                                                                              ===================================================
</TABLE>
 
    See Notes to Financial Statements
 
- ---------------------
 
                                       56
<PAGE>   54
 
<TABLE>
<CAPTION>
       TARGET      GROWTH AND      FOREIGN                       CAPITAL       NATURAL                     STRATEGIC
         '98         INCOME      SECURITIES       GROWTH       APPRECIATION   RESOURCES     MULTI-ASSET    MULTI-ASSET
      PORTFOLIO    PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO     PORTFOLIO
       ------------------------------------------------------------------------------------------------------------
<S>   <C>          <C>           <C>            <C>            <C>            <C>           <C>            <C>
      $ 855,740    $  326,241    $   230,356    $   439,259    $ 2,543,392    $  194,464    $ 4,043,217    $1,321,229
             --       742,030      1,098,288      5,281,153      1,885,834       722,057      1,744,009       699,655
                                                                                                            ---------
        855,740     1,068,271      1,328,644      5,720,412      4,429,226       916,521      5,787,226     2,020,884
                                                                                                            ---------
         72,086       220,009        473,257      2,393,836      3,030,849       302,086      1,569,359       597,679
         22,265        34,210        219,110        109,740        154,070        49,825         80,570       188,340
          6,015         9,675         15,300         61,560         86,405        12,650         32,855        14,375
            686         2,601          4,615         22,044         27,449         2,494         11,475         3,994
             --            --          2,055         32,055         55,425         7,790          6,320         2,430
            257           627          1,127          5,830          7,020           592          3,221         1,242
             --         1,575          1,575          5,470          8,130         1,225          3,620         1,810
             59         1,787          1,959         10,428         10,231           556          6,153         2,091
                                                                                                            ---------
        101,368       270,484        718,998      2,640,963      3,379,579       377,218      1,713,573       811,961
                                                                                                            ---------
        754,372       797,787        609,646      3,079,449      1,049,647       539,303      4,073,653     1,208,923
                                                                                                            ---------
         70,306     1,459,904      6,115,742     44,948,751     63,266,968     3,314,738     20,265,945     9,506,288
             --            --        (43,558)            --          2,560         1,145            (44)        8,710
             --            --        414,564             --        (34,322)           --             --            --
       (419,896)    3,455,775     (1,580,975)    24,747,361     29,785,509       901,030     (4,163,250)   (2,438,293)
             --           (19)       (17,987)            --           (860)         (512)            (6)       (1,533)
             --            --        (16,205)            --        393,750            --             --            --
                                                                                                            ---------
       (349,590)    4,915,660      4,871,581     69,696,112     93,413,605     4,216,401     16,102,645     7,075,172
                                                                                                            ---------
      $ 404,782    $5,713,447    $ 5,481,227    $72,775,561    $94,463,252    $4,755,704    $20,176,298    $8,284,095
                                                                                                            =========
      $   4,301    $    5,490    $   155,650    $    27,415    $   120,398    $   42,040    $    14,450    $   62,140
                                                                                                            =========
</TABLE>
 
                                                           ---------------------
 
                                       57
<PAGE>   55
 
- ---------------------
 
    ANCHOR SERIES TRUST
    STATEMENT OF CHANGES IN NET ASSETS
    FOR THE YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                                                                 GOVERNMENT &
                                                                MONEY MARKET     FIXED INCOME    QUALITY BOND     HIGH YIELD
                                                                  PORTFOLIO       PORTFOLIO       PORTFOLIO        PORTFOLIO
    --------------------------------------------------------------------------------------------------------------------------
    <S>                                                         <C>              <C>             <C>             <C>
    OPERATIONS:
    Net investment income.....................................  $   4,225,419    $  1,655,779    $ 14,041,082    $  3,933,675
    Net realized gain on investments..........................             --         462,470         585,700         696,575
    Net realized foreign exchange gain (loss) on other assets
      and liabilities.........................................             --              --              --              --
    Net realized gain (loss) on futures contracts.............             --              --              --              --
    Change in unrealized appreciation/depreciation
      on investments..........................................             --      (1,654,211)     (7,904,999)        392,992
    Change in unrealized foreign exchange gain/loss on other
      assets and liabilities..................................             --              --              --              --
    Change in unrealized appreciation/depreciation on futures
      contracts...............................................             --              --              --              --
                                                                --------------------------------------------------------------
    Net increase in net assets resulting from operations......      4,225,419         464,038       6,721,783       5,023,242
                                                                --------------------------------------------------------------
    DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS:
    Distributions from capital gains..........................             --              --        (460,000)             --
    Dividends from net investment income......................     (4,225,419)     (1,900,000)    (14,120,000)     (4,670,000) 
                                                                --------------------------------------------------------------
    Total dividends...........................................     (4,225,419)     (1,900,000)    (14,580,000)     (4,670,000) 
                                                                --------------------------------------------------------------
    CAPITAL SHARE TRANSACTIONS
    Proceeds from shares sold.................................    159,314,533       2,345,220     101,230,555      27,871,250
    Proceeds from shares issued for reinvestment of dividends
      and distributions.......................................      4,225,419       1,900,000      14,580,000       4,670,000
    Cost of shares repurchased................................   (183,230,982)     (8,041,058)   (111,927,989)    (34,024,510) 
                                                                --------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      capital share transactions..............................    (19,691,030)     (3,795,838)      3,882,566      (1,483,260) 
                                                                --------------------------------------------------------------
    TOTAL INCREASE (DECREASE) IN NET ASSETS...................    (19,691,030)     (5,231,800)     (3,975,651)     (1,130,018) 
    NET ASSETS:
    Beginning of period.......................................     93,691,683      27,974,802     225,578,728      46,816,738
                                                                --------------------------------------------------------------
    End of period.............................................  $  74,000,653    $ 22,743,002    $221,603,077    $ 45,686,720
                                                                  ============================================================
 
    ---------------
    Accumulated undistributed net investment income...........  $       2,155    $  1,661,104    $ 13,956,938    $  4,006,818
                                                                  ============================================================
    Shares issued and repurchased:
    Sold......................................................    159,314,533         171,519       7,327,912       3,270,396
    Issued in reinvestment of dividends and distributions.....      4,225,419         149,137       1,115,532         586,683
    Repurchased...............................................   (183,230,982)       (587,362)     (8,086,708)     (4,025,306) 
                                                                --------------------------------------------------------------
    Net increase (decrease)...................................    (19,691,030)       (266,706)        356,736        (168,227) 
                                                                  ============================================================
</TABLE>
 
    See Notes to Financial Statements
 
- ---------------------
 
                                       58
<PAGE>   56
<TABLE>
<CAPTION>
                         GROWTH AND        FOREIGN                             CAPITAL          NATURAL
        TARGET '98         INCOME         SECURITIES         GROWTH         APPRECIATION       RESOURCES       MULTI-ASSET
         PORTFOLIO       PORTFOLIO        PORTFOLIO         PORTFOLIO         PORTFOLIO        PORTFOLIO        PORTFOLIO
        -------------------------------------------------------------------------------------------------------------------
<S>     <C>             <C>              <C>              <C>               <C>               <C>              <C>
        $   754,372     $    797,787     $    609,646     $   3,079,449     $   1,049,647     $    539,303     $  4,073,653
             70,306        1,459,904        6,115,742        44,948,751        63,266,968        3,314,738       20,265,945
                 --               --          (43,558)               --             2,560            1,145              (44)
                 --               --          414,564                --           (34,322)              --               --
           (419,896)       3,455,775       (1,580,975)       24,747,361        29,785,509          901,030       (4,163,250)
                 --              (19)         (17,987)               --              (860)            (512)              (6)
                 --               --          (16,205)               --           393,750               --               --
        -------------------------------------------------------------------------------------------------------------------
            404,782        5,713,447        5,481,227        72,775,561        94,463,252        4,755,704       20,176,298
        -------------------------------------------------------------------------------------------------------------------
                 --               --               --       (13,940,000)      (16,280,000)        (585,000)      (9,825,000)
         (1,210,000)      (1,745,000)        (810,000)       (1,545,000)         (935,000)        (340,000)      (5,330,000)
        -------------------------------------------------------------------------------------------------------------------
         (1,210,000)      (1,745,000)        (810,000)      (15,485,000)      (17,215,000)        (925,000)     (15,155,000)
        -------------------------------------------------------------------------------------------------------------------
            997,281        7,391,151       22,606,509       179,335,720       517,761,626       47,430,602       11,595,717
          1,210,000        1,745,000          810,000        15,485,000        17,215,000          925,000       15,155,000
         (4,004,707)     (11,647,598)     (33,661,510)     (193,366,398)     (400,770,612)     (35,798,476)     (49,395,962)
        -------------------------------------------------------------------------------------------------------------------
         (1,797,426)      (2,511,447)     (10,245,001)        1,454,322       134,206,014       12,557,126      (22,645,245)
        -------------------------------------------------------------------------------------------------------------------
         (2,602,644)       1,457,000       (5,573,774)       58,744,883       211,454,266       16,387,830      (17,623,947)
         12,774,185       32,008,273       53,609,463       307,857,444       356,218,039       28,941,371      168,242,808
        -------------------------------------------------------------------------------------------------------------------
        $10,171,541     $ 33,465,273     $ 48,035,689     $ 366,602,327     $ 567,672,305     $ 45,329,201     $150,618,861
        ============================================================================================================================
 
        $   816,095     $    857,047     $    969,165     $   3,059,640     $   1,034,306     $    525,994     $  4,119,739
        ============================================================================================================================
             80,381          574,026        1,828,894         8,416,003        19,407,178        2,907,359          874,874
            106,327          140,273           66,942           740,555           644,274           58,213        1,220,209
           (325,577)        (916,670)      (2,721,124)       (9,155,873)      (15,116,927)      (2,192,057)      (3,714,000)
        -------------------------------------------------------------------------------------------------------------------
           (138,869)        (202,371)        (825,288)              685         4,934,525          773,515       (1,618,917)
        ============================================================================================================================
 
<CAPTION>
          STRATEGIC
         MULTI-ASSET
          PORTFOLIO
        ---------------------------
<S>     <C<C>
        $  1,208,923
           9,506,288
               8,710
                  --
          (2,438,293)
              (1,533)
                  --
           8,284,095
          (3,785,000)
          (1,800,000)
          (5,585,000)
           4,456,606
           5,585,000
         (19,022,327)
          (8,980,721)
          (6,281,626)
          64,025,860
        $ 57,744,234
        $  1,252,720
             366,240
             490,773
          (1,560,019)
            (703,006)
</TABLE>
 
                                                           ---------------------
 
                                       59
<PAGE>   57
 
- ---------------------
 
    ANCHOR SERIES TRUST
    STATEMENT OF CHANGES IN NET ASSETS
    FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                                FIXED      GOVERNMENT &
                                                             MONEY MARKET      INCOME      QUALITY BOND     HIGH YIELD
                                                               PORTFOLIO      PORTFOLIO      PORTFOLIO       PORTFOLIO
    --------------------------------------------------------------------------------------------------------------------
    <S>                                                      <C>             <C>           <C>             <C>
    OPERATIONS:
    Net investment income..................................  $  6,214,069    $1,820,583    $ 14,132,112    $  4,560,566
    Net realized gain (loss) on investments................            --       450,299       8,288,042        (574,848)
    Net realized foreign exchange gain (loss) on other
      assets and liabilities...............................            --            --              --              --
    Net realized loss on futures contracts.................            --            --              --              --
    Change in unrealized appreciation/depreciation on
      investments..........................................            --     2,644,460      16,257,191       4,437,941
    Change in unrealized foreign exchange gain/loss on
      other assets and liabilities.........................            --            --              --              --
    Change in unrealized appreciation/depreciation on
      futures contracts....................................            --            --              --              --
                                                             -----------------------------------------------------------
    Net increase in net assets resulting from operations...     6,214,069     4,915,342      38,677,345       8,423,659
                                                             -----------------------------------------------------------
    DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS:
    Dividends from net investment income...................    (6,214,069)   (2,175,000)    (15,800,000)     (5,345,000)
    Distributions from net realized gains on investments...            --            --              --              --
                                                             -----------------------------------------------------------
    Total dividends........................................    (6,214,069)   (2,175,000)    (15,800,000)     (5,345,000)
                                                             -----------------------------------------------------------
    CAPITAL SHARE TRANSACTIONS:
    Proceeds from shares sold..............................   174,371,348     3,593,837      82,378,525      29,986,515
    Proceeds from shares issued for reinvestment of
      dividends and distributions..........................     6,214,069     2,175,000      15,800,000       5,345,000
    Cost of shares repurchased.............................  (212,898,151)   (9,116,475)   (128,007,378)    (39,650,684)
                                                             -----------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      capital share transactions...........................   (32,312,734)   (3,347,638)    (29,828,853)     (4,319,169)
                                                             -----------------------------------------------------------
    TOTAL INCREASE (DECREASE) IN NET ASSETS................   (32,312,734)     (607,296)     (6,951,508)     (1,240,510)
    NET ASSETS:
    Beginning of period....................................   126,004,417    28,582,098     232,530,236      48,057,248
                                                             -----------------------------------------------------------
    End of period..........................................  $ 93,691,683    $27,974,802   $225,578,728    $ 46,816,738
                                                             ===============================================================
 
    ---------------
    Undistributed net investment income....................  $        721    $1,886,024    $ 14,101,885    $  4,658,768
                                                             ===============================================================
    Shares issued and repurchased:
    Sold...................................................   174,371,348       260,087       5,911,036       3,623,914
    Issued in reinvestment of dividends and
      distributions........................................     6,214,069       160,992       1,159,208         669,800
    Repurchased............................................  (212,898,151)     (660,807)     (9,292,985)     (4,777,982)
                                                             -----------------------------------------------------------
    Net increase (decrease)................................   (32,312,734)     (239,728)     (2,222,741)       (484,268)
                                                             ===============================================================
</TABLE>
 
- ---------------
    * The Convertible Securities Portfolio changed its name to the Growth and
Income Portfolio on February 29, 1996.
 
    See Notes to Financial Statements
 
- ---------------------
 
                                       60
<PAGE>   58
 
<TABLE>
<CAPTION>
                     CONVERTIBLE      FOREIGN                        CAPITAL        NATURAL                      STRATEGIC
       TARGET '98     SECURITIES     SECURITIES       GROWTH       APPRECIATION    RESOURCES     MULTI-ASSET    MULTI-ASSET
       PORTFOLIO      PORTFOLIO*     PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
      ---------------------------------------------------------------------------------------------------------------------
<S>   <C>            <C>            <C>            <C>             <C>            <C>            <C>            <C>
      $ 1,058,818    $ 1,696,598    $   707,451    $  1,534,546    $   879,808    $   331,444    $ 5,277,929    $1,729,338
          (73,496)      (605,935)     3,192,282      13,885,804     16,341,623        765,009      9,801,363     3,804,739
               --           (843)       177,598           1,682         45,778           (594)        54,742        62,813
               --             --             --              --        (49,594)            --             --            --
        1,322,217      3,911,087      2,451,554      48,038,490     63,564,898      3,011,630     22,147,546     7,569,691
               --             32       (113,395)             --            639            342             12       (45,810)
               --             --         44,226              --         96,925             --             --            --
      ---------------------------------------------------------------------------------------------------------------------
        2,307,539      5,000,939      6,459,716      63,460,522     80,880,077      4,107,831     37,281,592    13,120,771
      ---------------------------------------------------------------------------------------------------------------------
       (1,285,000)    (2,059,675)      (279,273)       (600,000)    (2,145,000)      (365,000)    (5,910,000)   (1,125,000)
               --     (1,515,325)       (55,727)    (45,075,000)    (2,960,000)      (510,000)   (12,550,000)   (8,585,000)
      ---------------------------------------------------------------------------------------------------------------------
       (1,285,000)    (3,575,000)      (335,000)    (45,675,000)    (5,105,000)      (875,000)   (18,460,000)   (9,710,000)
      ---------------------------------------------------------------------------------------------------------------------
        1,032,164      4,402,376     31,832,730     134,319,676    288,502,705     27,421,662     20,218,971     4,822,892
        1,285,000      3,575,000        335,000      45,675,000      5,105,000        875,000     18,460,000     9,710,000
       (9,739,706)   (12,390,422)   (53,323,700)   (136,071,781)   (242,708,947)  (23,817,885)   (53,417,004)   (19,275,150)
      ---------------------------------------------------------------------------------------------------------------------
       (7,442,542)    (4,413,046)   (21,155,970)     43,922,895     50,898,758      4,478,777    (14,738,033)   (4,742,258)
      ---------------------------------------------------------------------------------------------------------------------
       (6,420,003)    (2,987,107)   (15,031,254)     61,708,417    126,673,835      7,711,608      4,083,559    (1,331,487)
       19,194,188     34,995,380     68,640,717     246,149,027    229,544,204     21,229,763    164,159,249    65,357,347
      ---------------------------------------------------------------------------------------------------------------------
      $12,774,185    $32,008,273    $53,609,463    $307,857,444    $356,218,039   $28,941,371    $168,242,808   $64,025,860
      ============================================================================================================================
 
      $ 1,203,164    $ 1,734,211    $   738,683    $  1,525,191    $   918,755    $   325,546    $ 5,315,320    $1,761,777
      ============================================================================================================================
           80,359        362,321      2,954,097       6,859,732     13,911,588      1,917,837      1,590,143       408,481
          104,727        302,453         29,698       2,382,629        213,867         56,379      1,463,918       853,251
         (748,356)    (1,026,033)    (4,950,332)     (6,977,008)   (11,890,507)    (1,657,363)    (4,174,813)   (1,615,387)
      ---------------------------------------------------------------------------------------------------------------------
         (563,270)      (361,259)    (1,966,537)      2,265,353      2,234,948        316,853     (1,120,752)     (353,655)
      ============================================================================================================================
</TABLE>
 
                                                           ---------------------
 
                                       61
<PAGE>   59
 
- ---------------------
 
ANCHOR SERIES TRUST
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1. ORGANIZATION:  Anchor Series Trust (the "Trust") was organized as a
business trust under the laws of the Commonwealth of Massachusetts on August 26,
1983. The Trust is registered under the Investment Company Act of 1940, as
amended, as an open-end diversified management investment company. Shares of the
Portfolios are issued and redeemed only in connection with investments in and
payments under variable annuity contracts and variable life insurance policies
("Variable Contracts") of Anchor National Life Insurance Company, First
SunAmerica Life Insurance Company, Phoenix Mutual Life Insurance Company and
Presidential Life Insurance Company (the "Life Companies"). Effective February
29, 1996, the Convertible Securities Portfolio changed its name to the Growth
and Income Portfolio.
 
The investment objectives for each portfolio are as follows:
 
The Money Market Portfolio seeks current income consistent with stability of
principal through investment in a diversified portfolio of money market
instruments maturing in 397 days or less.
 
The Fixed Income Portfolio seeks a high level of current income consistent with
preservation of capital and invests primarily in investment grade, fixed income
securities.
 
The Government & Quality Bond Portfolio seeks relatively high current income,
liquidity and security of principal.
 
The High Yield Portfolio seeks to produce high current income and secondarily
seeks capital appreciation by investing in high-yielding, high-risk, income
producing corporate bonds.
 
The Target '98 Portfolio seeks a predictable compounded investment return for
the specified time period, consistent with preservation of capital, by investing
primarily in zero coupon securities and current interest-bearing, investment
grade debt obligations which are issued by the U.S. Government, its agencies and
instrumentalities, and both domestic and foreign companies. The Fund is
scheduled to terminate operations in 1998.
 
The Growth and Income Portfolio seeks to provide high current income and
long-term capital appreciation by investing primarily in securities that provide
the potential for growth and offer income, such as dividend-paying stocks and
securities convertible into common stock.
 
The Foreign Securities Portfolio seeks long-term capital appreciation through
investment primarily in equity securities issued by foreign companies.
 
The Growth Portfolio seeks capital appreciation primarily through investments in
growth equity securities.
 
The Capital Appreciation Portfolio seeks long-term capital appreciation by
investing in growth equity securities which are widely diversified by industry
and company.
 
The Natural Resources Portfolio seeks a total return through investment
primarily in equity securities of U.S. or foreign companies which are expected
to provide favorable returns in periods of rising inflation.
 
The Multi-Asset Portfolio seeks long-term total investment return consistent
with moderate investment risk by investing in equity securities, convertible
securities, investment grade fixed income securities and money market
securities.
 
The Strategic Multi-Asset Portfolio seeks high long-term total investment return
by investing in equity securities, aggressive growth equity securities,
international equity securities, investment grade bonds, high-yield, high-risk
bonds and money market instruments.
 
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES:  The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates. Following is a summary of significant accounting policies
consistently followed by the Trust in the preparation of its financial
statements.
 
SECURITY VALUATIONS:  Stocks are stated at value based upon closing sales prices
reported on recognized securities exchanges or, for listed securities having no
sales reported and for unlisted securities, upon last-reported bid prices.
Bonds, debentures, and other long-term debt securities are valued at prices
obtained for the day of valuation from a bond pricing service of a major dealer
in bonds when such prices are available; however, in circumstances where the
investment adviser deems it appropriate to do so, an over-the-counter or
exchange quotation at the mean of representative bid or asked prices may be
used. Securities traded primarily on securities exchanges outside the United
States are valued at the last sale price on such exchanges on the day of
valuation, or if there is no sale on the day of valuation, at the last reported
bid price. If a security's price is available from more than one foreign
exchange, a portfolio uses the exchange that is the primary market for the
security. Except for the Money Market Portfolio, short-term securities with
original or remaining maturities in excess of 60 days are valued at the mean of
their quoted bid and ask prices. Discounts or premiums on short-term securities
with 60 days or less to maturity are amortized to maturity. Discounts and
premiums are determined based upon the cost of the securities to the Trust if
acquired within 60 days of maturity or, if already held by the
 
- ---------------------
 
                                       62
<PAGE>   60
 
Trust on the 60th day, are amortized to maturity based on the value determined
on the 61st day. Securities for which quotations are not readily available are
valued at fair value as determined in good faith under the direction of the
Trust's Trustees.
 
  For the Money Market Portfolio, securities are valued at amortized cost, which
approximates market value. The amortized cost method involves valuing a security
at its cost on the date of purchase and thereafter assuming a constant
amortization to maturity of any discount or premium.
 
REPURCHASE AGREEMENTS:  The Trust's custodian takes possession of the collateral
pledged for investments in repurchase agreements. The underlying collateral is
valued daily on a mark-to-market basis to assure that the value, including
accrued interest, is at least 102% of the repurchase price. In the event of
default of the obligation to repurchase, the Trust has the right to liquidate
the collateral and apply the proceeds in satisfaction of the obligation. If the
seller defaults and the value of the collateral declines or if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Trust may be delayed or limited.
 
FOREIGN CURRENCY TRANSLATION:  The books and records of the Trust are maintained
in U.S. dollars.
 
  Market value of investment securities are translated into U.S. dollars at the
prevailing rate of exchange on the valuation date.
 
  Assets and liabilities denominated in foreign currencies and commitments under
forward foreign currency contracts ("forward contracts") are translated into
U.S. dollars at the mean of the quoted bid and asked prices of such currencies
against the U.S. dollar. Purchases and sales of portfolio securities are
translated at the rate of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated at rates of exchange prevailing when
earned or incurred.
 
  The Trust does not isolate that portion of the results of operations arising
as a result of changes in the foreign exchange rates from the changes in the
market prices of securities held at fiscal year-end. The Trust does not isolate
the effect of changes in foreign exchange rates from the changes in the market
prices of portfolio securities sold during the year.
 
  Realized foreign exchange gain (loss) on other assets and liabilities and
change in unrealized foreign exchange gain (loss) on other assets and
liabilities include realized foreign exchange gains and losses from currency
gains or losses realized between the trade and settlement dates of securities
transactions, the difference between the amounts of interest, dividends,
discount and foreign withholding taxes recorded on the Trust's books and the
U.S. dollar equivalent amounts actually received or paid and changes in the
unrealized foreign exchange gains and losses relating to other assets and
liabilities arising as a result of changes in the exchange rate.
 
FORWARD FOREIGN CURRENCY CONTRACTS:  Certain portfolios may enter into forward
contracts to attempt to protect securities and related receivables and payables
against changes in future foreign exchange rates. A forward contract is an
agreement between two parties to buy or sell currency at a set price on a future
date. The market value of the contract will fluctuate with changes in currency
exchange rates. The contract is marked-to-market daily using the forward rate
and the change in market value is recorded by the portfolio as unrealized gain
or loss. Upon settlement date, the portfolio records either realized gains or
losses when the contract is closed equal to the difference between the value of
the contract at the time it was opened and the value at the time it was closed.
Risks may arise upon entering into these contracts from the potential inability
of counterparties to meet the terms of their contracts and from unanticipated
movements in the value of a foreign currency relative to the U.S. dollar.
Forward contracts involve elements of risk in excess of the amount reflected in
the Statement of Assets and Liabilities. A portfolio bears the risk of an
unfavorable change in the foreign exchange rate underlying the forward contract.
 
FUTURES CONTRACTS:  A futures contract is an agreement between two parties to
buy or sell a financial instrument at a set price on a future date. Upon
entering into such a contract the Trust is required to pledge to the broker an
amount of cash or U.S. government securities equal to the minimum "initial
margin" requirements of the exchange on which the futures contract is traded.
The contract amount reflects the extent of a portfolio's exposure in these
financial instruments. A portfolio's participation in the futures markets
involves certain risks, including imperfect correlation between movements in the
price of futures contracts and movements in the price of the securities hedged
or used for cover. The Trust's activities in futures contracts are conducted
through regulated exchanges which do not result in counterparty credit risks.
Pursuant to a contract the portfolios agree to receive from or pay to the broker
an amount of cash equal to the daily fluctuation in value of the contract. Such
receipts or payments are known as "variation margin" and are recorded by the
portfolios as unrealized appreciation or depreciation. When a contract is
closed, the portfolios record a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the value at the
time it was closed.
 
SECURITIES TRANSACTIONS, DIVIDENDS, INVESTMENT INCOME AND EXPENSES:  Securities
transactions are accounted for as of the trade date. Interest income is accrued
daily except when collection is not expected. Dividend income is recorded on the
ex-dividend date except for certain dividends from foreign securities which are
recorded as soon as the Fund is informed after the ex-dividend date. The Trust
does not amortize premiums or accrete discounts on fixed income securities,
other than short-term securities, except those original issue discounts for
which amortization is required for federal income tax purposes; gains and losses
realized upon the sale of such securities are based on their identified cost.
 
  Portfolios which earn foreign income and capital gains may be subject to
foreign withholding taxes at various rates.
 
  Common expenses incurred by the Trust are allocated among the portfolios based
upon relative net assets. In all other respects, expenses are charged to each
portfolio as incurred on a specific identification basis.
 
  The Trust records dividends and distributions to its shareholders on the
ex-dividend date.
 
                                                           ---------------------
 
                                       63
<PAGE>   61
 
  The amount of dividends and distributions from net investment income and net
realized capital gains are determined and presented in accordance with federal
income tax regulations, which may differ from generally accepted accounting
principles. These "book/tax" differences are either considered temporary or
permanent in nature. To the extent these differences are permanent in nature,
such amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassification.
Dividends and distributions which exceed net investment income and net realized
capital gains for financial reporting purposes but not for tax purposes are
reported as dividends in excess of net investment income or distributions in
excess of net realized capital gains. To the extent distributions exceed current
and accumulated earnings and profits for federal income tax purposes, they are
reported as distributions of paid-in capital. Net investment income/loss, net
realized gain/loss, and net assets are not affected.
 
  For the year ended December 31, 1996, the reclassification arising from
book/tax differences resulted in increases (decreases) to the components of net
assets as follows:
 
<TABLE>
<CAPTION>
                                                                                 ACCUMULATED       ACCUMULATED
                                                                                UNDISTRIBUTED     UNDISTRIBUTED         PAID
                                                                                NET REALIZED      NET REALIZED           IN
                                                                                 INCOME/LOSS        GAIN/LOSS          CAPITAL
    <S>                                                                         <C>               <C>               <C>
                                                                                -------------------------------------------------
    Money Market Portfolio..................................................      $   1,434         $  (1,434)        $  --
    Fixed Income Portfolio..................................................         19,301           100,286            (119,587)
    Government & Quality Bond Portfolio.....................................        (66,029)           66,029            --
    High Yield Portfolio....................................................         84,375           (84,375)           --
    Target '98 Portfolio....................................................         68,559           (68,559)           --
    Growth and Income Portfolio.............................................         70,049           (70,049)           --
    Foreign Securities Portfolio*...........................................        430,836          (427,736)             (3,100)
    Growth Portfolio........................................................        --                --                 --
    Capital Appreciation Portfolio..........................................            904              (904)           --
    Natural Resources Portfolio.............................................          1,145            (1,145)           --
    Multi-Asset Portfolio...................................................         60,766           (60,767)                  1
    Strategic Multi-Asset Portfolio.........................................         82,020           (80,453)             (1,567)
</TABLE>
 
* Reclassification is primarily due to deferring book/tax treatments for foreign
  currency transactions.
 
NOTE 3. JOINT REPURCHASE AGREEMENT ACCOUNT:  The Trust transfers uninvested cash
balances into two joint accounts, the daily aggregate balance of which is
invested in one or more repurchase agreements collateralized by U.S. Treasury or
federal agency obligations. As of December 31, 1996, each participating
Portfolio had a percentage of an undivided interest in the repurchase agreements
in the joint account in which it participates. The balance in each of the joint
repo accounts at December 31, 1996 and the related repurchase agreements and
collateral is as follows:
 
<TABLE>
<CAPTION>
                                                                                                 PRINCIPAL
                                REPURCHASE AGREEMENT DESCRIPTION                                   AMOUNT
    ----------------------------------------------------------------------------------------    ------------
    <S>                                                                                         <C>            <C>
    Lehman Brothers, Inc. Repurchase Agreement
    6.80% dated 12/31/96, repurchase price $84,947,079
    due 1/2/97 collateralized by $176,060,000 U.S. Treasury
    Strip due 2/15/11 and $49,240,000 U.S. Treasury Strip
    due 8/15/10, approximate aggregate value $87,250,708....................................    $ 84,915,000
                                                                                                =============
    First Boston Corp. Repurchase Agreement, 6.75% dated
    12/31/96, repurchase price $50,018,750 due 1/2/97
    collateralized by $50,171,000 U.S. Treasury Notes due
    10/31/01, approximate aggregate value $50,830,122.......................................    $ 50,000,000
                                                                                                =============
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                          FIRST            LEHMAN
                     % OF UNDIVIDED INTEREST OWNED BY EACH PORTFOLIO                      BOSTON          BROTHERS
    ------------------------------------------------------------------------------------------------   --------------
    <S>                                                                               <C>              <C>
    Money Market Portfolio............................................................       0.0%            0.0%
    Fixed Income Portfolio............................................................       0.0%            0.2%
    Government & Quality Bond Portfolio...............................................      15.4%           16.3%
    High Yield Portfolio..............................................................       0.9%            0.9%
    Target '98 Portfolio..............................................................       0.3%            0.2%
    Growth and Income Portfolio.......................................................       0.8%            0.7%
    Foreign Securities Portfolio......................................................       3.1%            3.6%
    Growth Portfolio..................................................................       5.4%            4.0%
    Capital Appreciation Portfolio....................................................      63.3%           62.5%
    Natural Resources Portfolio.......................................................       3.6%            4.0%
    Multi-Asset Portfolio.............................................................       5.9%            6.0%
    Strategic Multi-Asset Portfolio...................................................       1.3%            1.6%
                                                                                         -------          -------
                                                                                          100.0%           100.0%
                                                                                      ================ ================
</TABLE>
 
- ---------------------
 
                                       64
<PAGE>   62
 
NOTE 4. FEDERAL INCOME TAXES:  It is each portfolio's policy to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income to shareholders.
Therefore, no federal income tax provision is required. Each portfolio is
considered a separate entity for tax purposes.
 
  At December 31, 1996, the cost of investment securities, including short-term
securities and aggregate gross unrealized gain (loss) for each portfolio were as
follows:
 
<TABLE>
<CAPTION>
                                           AGGREGATE      AGGREGATE
                                             GROSS          GROSS       UNREALIZED                       CAPITAL
                                          UNREALIZED     UNREALIZED     GAIN (LOSS)      COST OF          LOSS
                                             GAIN           LOSS            NET        INVESTMENTS      CARRYOVER     EXPIRATION
     <S>                                  <C>            <C>            <C>            <C>             <C>            <C>
                                             --------------------------------------------------------------------------------
     Money Market Portfolio............   $        --    $        --    $        --    $ 74,148,151    $        --        --*
     Fixed Income Portfolio............       150,065       (252,606)      (102,541)     22,455,753      1,990,561     1997-2002
     Government & Quality Bond
       Portfolio.......................     2,367,111     (3,411,691)    (1,044,580)    229,751,650             --        --*
     High Yield Portfolio..............     2,117,454       (680,177)     1,437,277      43,198,797     14,097,904     1997-2003
     Target '98 Portfolio..............       330,629        (64,616)       266,013       9,900,629        252,703     2002-2003
     Growth and Income Portfolio.......     4,532,595       (520,045)     4,012,550      29,771,966             --        --*
     Foreign Securities Portfolio......     5,241,725     (2,668,735)     2,572,990      45,543,793             --        --
     Growth Portfolio..................    85,949,173     (6,233,556)    79,715,617     287,007,596             --        --
     Capital Appreciation Portfolio....   107,362,077     (9,252,579)    98,109,498     467,039,212             --       --**
     Natural Resources Portfolio.......     6,269,189     (1,533,367)     4,735,822      40,534,737             --       --**
     Multi-Asset Portfolio.............    29,518,516     (1,908,073)    27,610,443     127,535,481             --        --
     Strategic Multi-Asset Portfolio...    11,470,901     (2,684,236)     8,786,665      48,680,589             --       --**
</TABLE>
 
The Fixed Income, High Yield, Target '98, Growth and Income and Foreign
Securities portfolios utilized capital loss carryovers of $502,774, $598,763,
$1,747, $1,470,924 and $2,275,439, respectively, to partially offset the
portfolios' net taxable gains realized and recognized in the year ended December
31, 1996. In addition $180,609 of prior year capital loss carryover for the
Fixed Income Portfolio expired as of December 31, 1996.
 
 * Post 10/31 Capital Loss Deferrals: Money Market $2,155, Government & Quality
   Bond $140,639, and Growth and Income $82,551.
 
** Post 10/31 Foreign Exchange Loss Deferrals: Capital Appreciation $101,
   Natural Resources $754 and Strategic Multi-Asset $6,846.
 
NOTE 5. INVESTMENT MANAGEMENT AGREEMENTS:  The Trust has entered into an
Investment Advisory and Management Agreement (the "Management Agreement") with
SunAmerica Asset Management Corp. ("SAAMCo") with respect to each portfolio.
SAAMCo serves as manager for each of the portfolios. The Management Agreements
provide that SAAMCo shall act as investment adviser to the Trust; manage the
Trust's investments; administer its business affairs; furnish offices, necessary
facilities and equipment; provide clerical, bookkeeping and administrative
services; and permit any of its officers or employees to serve, without
compensation, as trustees or officers of the Trust, if duly elected to such
positions.
 
  The Trust pays SAAMCo a monthly fee calculated daily at the following annual
percentages of each portfolio's average daily net assets:
<TABLE>
<CAPTION>
                           AVERAGE DAILY      MANAGEMENT
       PORTFOLIO             NET ASSETS          FEE
- --------------------------------------------------------
<S>                       <C>                 <C>
Money Market               $0-$150 million       .500%
                            > $150 million       .475%
                            > $250 million       .450%
                            > $500 million       .425%
Government & Quality
  Bond/                    $0-$200 million       .625%
Fixed Income                > $200 million       .575%
                            > $500 million       .500%
High Yield                 $0-$250 million       .700%
                            > $250 million       .575%
                            > $500 million       .500%
Target '98                 $0-$100 million       .625%
                            > $100 million       .570%
                            > $250 million       .525%
                            > $500 million       .500%
Growth and Income          $0-$100 million       .700%
                            > $100 million       .650%
                            > $250 million       .600%
                            > $500 million       .575%
 
<CAPTION>
                           AVERAGE DAILY      MANAGEMENT
       PORTFOLIO             NET ASSETS          FEE
- --------------------------------------------------------
<S>                       <C>                 <C>
Foreign Securities         $0-$100 million       .900%
                            > $100 million       .825%
                            > $250 million       .750%
                            > $500 million       .700%
Growth                     $0-$250 million       .750%
                            > $250 million       .675%
                            > $500 million       .600%
Capital Appreciation       $0-$100 million       .750%
                            > $100 million       .675%
                            > $250 million       .625%
                            > $500 million       .600%
Natural Resources            >          $0       .750%
Strategic Multi-Asset/     $0-$200 million      1.000%
Multi-Asset                 > $200 million       .875%
                            > $500 million       .800%
</TABLE>
 
                                                           ---------------------
 
                                       65
<PAGE>   63
 
  SAAMCO has entered into Subadvisory Agreements (the "Subadvisory Agreement")
with Wellington Management Company ("WMC") to manage the investments of each
portfolio.
  The portion of the investment advisory fees received by SAAMCo which are paid
to WMC are as follows:
<TABLE>
<CAPTION>
                           AVERAGE DAILY         WMC
       PORTFOLIO             NET ASSETS       ALLOCATION
- --------------------------------------------------------
<S>                       <C>                 <C>
Money Market               $0-$500 million       .075%
                            > $500 million       .020%
Government & Quality
  Bond/                    $0-$ 50 million       .225%
Fixed Income                > $ 50 million       .125%
                            > $100 million       .100%
High Yield                 $0-$ 50 million       .300%
                            > $ 50 million       .225%
                            > $150 million       .175%
                            > $500 million       .150%
Target '98                 $0-$ 50 million       .225%
                            > $ 50 million       .150%
                            > $100 million       .100%
                            > $500 million       .050%
Growth/                    $0-$ 50 million       .325%
Growth and Income           > $ 50 million       .225%
                            > $150 million       .200%
                            > $500 million       .150%
 
<CAPTION>
                           AVERAGE DAILY         WMC
       PORTFOLIO             NET ASSETS       ALLOCATION
- --------------------------------------------------------
<S>                       <C>                 <C>
Foreign Securities         $0-$ 50 million       .400%
                            > $ 50 million       .275%
                            > $150 million       .200%
                            > $500 million       .150%
Capital Appreciation       $0-$ 50 million       .375%
                            > $ 50 million       .275%
                            > $150 million       .200%
                            > $500 million       .150%
Natural Resources          $0-$ 50 million       .350%
                            > $ 50 million       .250%
                            > $150 million       .200%
                            > $500 million       .150%
Multi-Asset                $0-$ 50 million       .250%
                            > $ 50 million       .175%
                            > $150 million       .150%
Strategic Multi-Asset      $0-$ 50 million       .300%
                            > $ 50 million       .200%
                            > $150 million       .175%
                            > $500 million       .150%
</TABLE>
 
  For the year ended December 31, 1996, SAAMCo received fees of $10,950,011 from
the Trust, of which SAAMCo informed the Trust that $7,616,371 was retained and
$3,333,640 was allocated to WMC.
 
NOTE 6. SECURITIES TRANSACTIONS:  The portfolios had the following purchases and
sales of long-term securities for the year ended December 31, 1996:
<TABLE>
<CAPTION>
                                                MONEY                     GOVERNMENT &                                  GROWTH
                                               MARKET      FIXED INCOME   QUALITY BOND   HIGH YIELD     TARGET '98    AND INCOME
                                              PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO
    <S>                                      <C>           <C>            <C>            <C>           <C>            <C>
                                               -------------------------------------------------------------------------------
    Purchases..............................  $        --   $ 18,388,879   $246,789,898   $24,263,266   $         --   $33,286,649
    Sales..................................           --     21,411,694    221,470,659    25,563,232      2,995,902    36,516,128
    U.S. Government Securities included
      above were as follows:
    Purchases of U.S. Government
      Securities...........................           --     12,871,829    226,982,095            --             --            --
    Sales of U.S. Government Securities....           --      8,759,171    206,357,709            --      1,130,738            --
 
<CAPTION>
                                               FOREIGN                      CAPITAL        NATURAL                     STRATEGIC
                                             SECURITIES       GROWTH      APPRECIATION    RESOURCES    MULTI-ASSET    MULTI-ASSET
                                              PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO
                                               -------------------------------------------------------------------------------
    <S>                                      <C>           <C>            <C>            <C>           <C>            <C>
    Purchases..............................  $35,472,026   $166,211,860   $342,216,979   $27,337,681   $ 97,303,252   $29,742,924
    Sales..................................   45,691,188    180,448,567    283,615,002    19,170,014    117,813,662    42,432,943
    U.S. Government Securities included
      above were as follows:
    Purchases of U.S. Government
      Securities...........................           --             --             --            --     49,147,136       502,812
    Sales of U.S. Government Securities....           --             --             --            --     51,628,502     4,743,427
</TABLE>
 
- ---------------------
 
                                       66
<PAGE>   64
 
NOTE 7. TRANSACTIONS WITH AFFILIATES:  The Trust has executed purchases and
sales of securities through Royal Alliance Associates, Inc., SunAmerica
Securities, Inc., and Advantage Capital Corp., which are broker/dealers
affiliated with SAAMCo. For the year ended December 31, 1996, the following
portfolios of the Trust paid brokerage commissions to these affiliate companies
of:
 
<TABLE>
<CAPTION>
                                                                                               AMOUNT
                                                                                               -------
              <S>                                                                              <C>
              Growth and Income Portfolio....................................................  $    12
              Foreign Securities Portfolio...................................................      552
              Growth Portfolio...............................................................    6,310
              Capital Appreciation Portfolio.................................................   25,962
              Natural Resources Portfolio....................................................    1,300
              Multi-Asset Portfolio..........................................................      750
              Strategic Multi-Asset Portfolio................................................    3,963
                                                                                               -------
                                                                                               $38,849
                                                                                               ========
</TABLE>
 
NOTE 8. TRUSTEES RETIREMENT PLAN:  The Trustees (and Directors) of the
SunAmerica Family of Mutual Funds have adopted the SunAmerica Disinterested
Trustees' and Directors' Retirement Plan (the "Retirement Plan") effective
January 1, 1993 for the unaffiliated Trustees. The Retirement Plan provides
generally that if an unaffiliated Trustee who has at least 10 years of
consecutive service as a Disinterested Trustee of any of the SunAmerica mutual
funds (an "Eligible Trustee") retires after reaching age 60 but before age 70 or
dies while a Trustee, such person will be eligible to receive a retirement or
death benefit from each SunAmerica mutual fund with respect to which he or she
is an Eligible Trustee. As of each birthday, prior to the 70th birthday, but in
no event for a period greater than 10 years, each Eligible Trustee will be
credited with an amount equal to 50% of his or her regular fees (excluding
committee fees) for services as a Disinterested Trustee of each SunAmerica
mutual fund for the calendar year in which such birthday occurs. In addition, an
amount equal to 8.5% of any amounts credited under the preceding clause during
prior years, is added to each Eligible Trustee's account until such Eligible
Trustee reaches his or her 70th birthday. An Eligible Trustee may receive
benefits payable under the Retirement Plan, at his or her election, either in
one lump sum or in up to fifteen annual installments. As of December 31, 1996,
the Trust had accrued $86,100 for the Retirement Plan, which is included in
accrued expenses on the Statement of Assets and Liabilities and for the year
ended December 31, 1996, expensed $34,404 for the Retirement Plan, which is
included in Trustee fees and expenses on the Statement of Operations.
 
                                                           ---------------------
 
                                       67
<PAGE>   65
 
- ---------------------
 
ANCHOR SERIES TRUST
FINANCIAL HIGHLIGHTS*
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              NET                         DIVIDENDS     DIVIDENDS
                                            REALIZED         TOTAL        DECLARED      FROM NET
              NET ASSET        NET        & UNREALIZED        FROM        FROM NET      REALIZED      NET ASSET
                VALUE        INVEST-      GAIN (LOSS)       INVEST-        INVEST-       GAIN ON        VALUE
  PERIOD      BEGINNING       MENT             ON             MENT          MENT         INVEST-       END OF        TOTAL
  ENDED       OF PERIOD      INCOME       INVESTMENTS      OPERATIONS      INCOME         MENTS        PERIOD       RETURN**
<S>           <C>           <C>           <C>              <C>            <C>           <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>           <C>           <C>           <C>              <C>            <C>           <C>           <C>           <C>
Money Market Portfolio
12/31/92       $   1.00       $  0.03        $   --          $ 0.03        $  (0.03)     $     --      $   1.00        3.4%
12/31/93           1.00          0.02            --            0.02           (0.02)           --          1.00        2.0
12/31/94           1.00          0.04            --            0.04           (0.04)           --          1.00        3.8
12/31/95           1.00          0.05            --            0.05           (0.05)           --          1.00        5.6
12/31/96           1.00          0.05            --            0.05           (0.05)           --          1.00        5.0
Fixed Income Portfolio
12/31/92          14.43          0.98         (0.04)           0.94           (1.06)           --         14.31        6.5
12/31/93          14.31          0.95          0.19            1.14           (0.91)           --         14.54        8.0
12/31/94          14.54          0.89         (1.36)          (0.47)          (1.17)           --         12.90       (3.2)
12/31/95          12.90          0.90          1.52            2.42           (1.16)           --         14.16       19.2
12/31/96          14.16          0.93         (0.64)          (0.29)          (1.15)           --         13.30        2.4
Government & Quality Bond Portfolio
12/31/92          14.03          1.02         (0.05)           0.97           (1.07)           --         13.93        6.9
12/31/93          13.93          0.90          0.25            1.15           (0.86)           --         14.22        8.3
12/31/94          14.22          0.86         (1.30)          (0.44)          (0.73)        (0.19)        12.86       (3.1)
12/31/95          12.86          0.90          1.55            2.45           (1.08)           --         14.23       19.4
12/31/96          14.23          0.87         (0.50)           0.37           (0.90)        (0.03)        13.67        2.9
High Yield Portfolio
12/31/92           7.88          0.81          0.28            1.09           (0.58)           --          8.39       13.9
12/31/93           8.39          0.79          0.79            1.58           (0.54)           --          9.43       19.1
12/31/94           9.43          0.15         (0.56)          (0.41)          (1.15)           --          7.87       (4.5)
12/31/95           7.87          0.77          0.67            1.44           (0.98)           --          8.33       18.8
12/31/96           8.33          0.74          0.19            0.93           (0.88)           --          8.38       11.7
Target '98 Portfolio
12/31/92          13.63          0.82          0.16            0.98           (0.79)        (0.25)        13.57        7.2
12/31/93          13.57          0.82          0.71            1.53           (0.93)        (0.23)        13.94       11.2
12/31/94          13.94          0.83         (1.39)          (0.56)          (1.11)        (0.07)        12.20       (4.1)
12/31/95          12.20          0.86          0.88            1.74           (1.30)           --         12.64       14.6
12/31/96          12.64          0.81         (0.37)           0.44           (1.41)           --         11.67        3.7
Growth and Income Portfolio
12/31/92          10.98          0.65          1.50            2.15           (0.64)           --         12.49       20.1
12/31/93          12.49          0.61          2.11            2.72           (0.55)        (0.08)        14.58       22.0
12/31/94          14.58          0.66         (1.96)          (1.30)          (0.52)        (1.20)        11.56       (9.7)
12/31/95          11.56          0.61          1.29            1.90           (0.83)        (0.62)        12.01       16.6
12/31/96+         12.01          0.33          2.02            2.35           (0.77)           --         13.59       20.2
 
<CAPTION>
 
              NET                       RATIO OF NET
             ASSETS       RATIO OF       INVESTMENT
             END OF       EXPENSES         INCOME      PORTFOLIO        AVERAGE
  PERIOD     PERIOD      TO AVERAGE      TO AVERAGE     TURNOVER       COMMISSION
  ENDED     (000'S)      NET ASSETS      NET ASSETS       RATE         PER SHARE@
<S>           <C>        <C>            <C>           <C>              <C>
- --------------------------------------------------------------------------------------------
<S>           <C>        <C>            <C>           <C>              <C>
Money Market Portfolio
12/31/92    $127,262         0.6%             3.3%             %--     $   NA
12/31/93      99,309         0.6              2.7               --         NA
12/31/94     126,004         0.6              3.8               --         NA
12/31/95      93,692         0.6              5.5               --         NA
12/31/96      74,001         0.6              4.9               --         NA
Fixed Income Portfolio
12/31/92      40,001         0.8              6.8             31.8         NA
12/31/93      41,116         0.8              6.3             45.9         NA
12/31/94      28,582         0.8              6.5             56.5         NA
12/31/95      27,975         0.8              6.5             76.7         NA
12/31/96      22,743         0.8              6.8             77.9         NA
Government & Quality Bond Portfolio
12/31/92     207,860         0.8              7.3             76.4         NA
12/31/93     264,660         0.7              6.2             93.2         NA
12/31/94     232,530         0.7              6.4            117.6         NA
12/31/95     225,579         0.7              6.5            135.2         NA
12/31/96     221,603         0.7              6.3            106.7         NA
High Yield Portfolio
12/31/92      47,140         0.9              9.7            134.9         NA
12/31/93      79,303         0.9              8.5            121.1         NA
12/31/94      48,057         0.9              9.0             97.9         NA
12/31/95      46,817         0.9              9.2             68.1         NA
12/31/96      45,687         0.9              8.8             58.0         NA
Target '98 Portfolio
12/31/92      19,227         0.9              6.0             37.3         NA
12/31/93      20,500         0.9              5.7             20.8         NA
12/31/94      19,194         0.8              6.5              9.2         NA
12/31/95      12,774         0.9              6.7             38.6         NA
12/31/96      10,172         0.9              6.5               --         NA
Growth and Income Portfolio
12/31/92      23,723         1.0              5.6             86.5         NA
12/31/93      41,555         0.9              4.4             86.2         NA
12/31/94      34,995         0.9              4.9             50.7         NA
12/31/95      32,008         0.9              5.2             88.8         NA
12/31/96+     33,465         0.9              2.5            108.5       .0477
</TABLE>
 
- ---------------
 
*  Selected data for a share of beneficial interest outstanding throughout each
   period (calculated based upon average shares outstanding)
** Does not reflect expenses that apply to the separate accounts of Anchor
   National Life Insurance Company, First SunAmerica Life Insurance Company,
   Phoenix Mutual Life Insurance Company and Presidential Life Insurance
   Company. If such expenses had been included, total return would have been
   lower for each period presented.
@ The average commission per share is derived by taking the Agency commissions
  paid on equity securities trades and dividing by the number of shares
  purchased and sold. This information was not required to be disclosed prior to
  1996.
+  Prior to March 1, 1996, the portfolio was invested primarily in convertible
   debt securities. After that date, the portfolio primarily invests in common
   stock.
 
- ---------------------
 
                                       68
<PAGE>   66
 
- ---------------------
 
ANCHOR SERIES TRUST
FINANCIAL HIGHLIGHTS* -- (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              NET                         DIVIDENDS     DIVIDENDS
                                            REALIZED         TOTAL        DECLARED      FROM NET
              NET ASSET        NET        & UNREALIZED        FROM        FROM NET      REALIZED      NET ASSET
                VALUE        INVEST-      GAIN (LOSS)       INVEST-        INVEST-       GAIN ON        VALUE
  PERIOD      BEGINNING       MENT             ON             MENT          MENT         INVEST-       END OF        TOTAL
  ENDED       OF PERIOD      INCOME       INVESTMENTS      OPERATIONS      INCOME         MENTS        PERIOD       RETURN**
<S>           <C>           <C>           <C>              <C>            <C>           <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>           <C>           <C>           <C>              <C>            <C>           <C>           <C>           <C>
Foreign Securities Portfolio
12/31/92       $  10.11      $   0.13        $(1.43)         $  (1.30)     $  (0.06)     $  (0.28)     $   8.47      (13.1)%
12/31/93           8.47          0.05          2.50              2.55         (0.09)           --         10.93       30.2
12/31/94          10.93          0.11         (0.46)            (0.35)        (0.03)           --         10.55       (3.2)
12/31/95          10.55          0.13          1.19              1.32         (0.05)        (0.01)        11.81       12.6
12/31/96          11.81          0.15          1.19              1.34         (0.21)           --         12.94       11.5
Growth Portfolio
12/31/92          21.40          0.09          0.99              1.08         (0.19)        (0.62)        21.67        5.4
12/31/93          21.67          0.05          1.60              1.65         (0.08)        (0.92)        22.32        7.8
12/31/94          22.32          0.05         (1.03)            (0.98)        (0.05)        (3.11)        18.18       (4.7)
12/31/95          18.18          0.11          4.62              4.73         (0.05)        (3.38)        19.48       26.3
12/31/96          19.48          0.20          4.57              4.77         (0.11)        (0.95)        23.19       25.0
Capital Appreciation Portfolio
12/31/92          15.23          0.01          3.70              3.71         (0.07)        (1.12)        17.75       25.9
12/31/93          17.75         (0.03)         3.73              3.70         (0.01)        (1.16)        20.28       21.1
12/31/94          20.28         (0.02)        (0.71)            (0.73)           --         (2.04)        17.51       (3.8)
12/31/95          17.51          0.06          6.00              6.06         (0.15)        (0.20)        23.22       34.6
12/31/96          23.22          0.06          5.73              5.79         (0.06)        (0.95)        28.00       25.1
Natural Resources Portfolio
12/31/92          10.06          0.21          0.05              0.26         (0.39)           --          9.93        2.5
12/31/93           9.93          0.15          3.42              3.57         (0.17)           --         13.33       36.2
12/31/94          13.33          0.23         (0.09)             0.14         (0.09)        (0.09)        13.29        1.0
12/31/95          13.29          0.18          2.15              2.33         (0.21)        (0.29)        15.12       17.5
12/31/96          15.12          0.22          1.89              2.11         (0.13)        (0.23)        16.87       14.1
Multi-Asset Portfolio
12/31/92          13.53          0.41          0.67              1.08         (0.47)        (0.35)        13.79        8.2
12/31/93          13.79          0.36          0.63              0.99         (0.44)        (0.46)        13.88        7.3
12/31/94          13.88          0.39         (0.60)            (0.21)        (0.47)        (1.49)        11.71       (1.7)
12/31/95          11.71          0.40          2.47              2.87         (0.49)        (1.05)        13.04       24.9
12/31/96          13.04          0.35          1.36              1.71         (0.49)        (0.91)        13.35       13.9
Strategic Multi-Asset Portfolio
12/31/92          12.63          0.23          0.25              0.48         (0.34)        (0.32)        12.45        3.9
12/31/93          12.45          0.21          1.68              1.89         (0.28)           --         14.06       15.3
12/31/94          14.06          0.24         (0.53)            (0.29)        (0.20)        (2.28)        11.29       (2.6)
12/31/95          11.29          0.32          2.18              2.50         (0.23)        (1.78)        11.78       22.8
12/31/96          11.78          0.25          1.41              1.66         (0.40)        (0.84)        12.20       14.8
 
<CAPTION>
 
              NET                       RATIO OF NET
             ASSETS       RATIO OF       INVESTMENT
             END OF       EXPENSES      INCOME (LOSS)  PORTFOLIO      AVERAGE
  PERIOD     PERIOD      TO AVERAGE      TO AVERAGE    TURNOVER      COMMISSION
  ENDED     (000'S)      NET ASSETS      NET ASSETS      RATE        PER SHARE@
<S>           <C>        <C>            <C>            <C>           <C>
- ----------------------------------------------------------------------------------------------------
<S>           <C>        <C>            <C>            <C>           <C>
Foreign Securities Portfolio
12/31/92    $ 29,204         1.3%             1.4%       144.2%      $   NA
12/31/93      72,579         1.3              0.5         47.7           NA
12/31/94      68,641         1.2              1.0         73.9           NA
12/31/95      53,609         1.2              1.2         33.0           NA
12/31/96      48,036         1.4              1.2         74.3         .0062
Growth Portfolio
12/31/92     279,291         0.9              0.5         37.9           NA
12/31/93     311,050         0.9              0.2         66.3           NA
12/31/94     246,149         0.8              0.2         74.8           NA
12/31/95     307,857         0.9              0.6         92.1           NA
12/31/96     366,602         0.8              0.9         51.7         .0515
Capital Appreciation Portfolio
12/31/92      83,414         0.9              0.1         92.9           NA
12/31/93     182,515         0.9             (0.2)       111.2           NA
12/31/94     229,544         0.8             (0.1)        64.0           NA
12/31/95     356,218         0.8              0.3         60.1           NA
12/31/96     567,672         0.8              0.2         69.2         .0517
Natural Resources Portfolio
12/31/92       8,796         1.3              2.1         18.7           NA
12/31/93      18,255         1.1              1.3         34.5           NA
12/31/94      21,230         1.0              1.7         36.0           NA
12/31/95      28,941         1.0              1.3         32.0           NA
12/31/96      45,329         0.9              1.3         52.5         .0409
Multi-Asset Portfolio
12/31/92     207,533         1.1              3.1         38.6           NA
12/31/93     208,900         1.1              2.6         48.2           NA
12/31/94     164,159         1.1              3.0         82.5           NA
12/31/95     168,243         1.1              3.2         85.9           NA
12/31/96     150,619         1.1              2.6         64.1         .0517
Strategic Multi-Asset Portfolio
12/31/92      79,621         1.3              1.8         57.5           NA
12/31/93      76,466         1.3              1.2         73.9           NA
12/31/94      65,357         1.3              1.8         63.7           NA
12/31/95      64,026         1.3              2.7         36.9           NA
12/31/96      57,744         1.4              2.0         51.3         .0064
</TABLE>
 
- ---------------
 
*  Selected data for a share of beneficial interest outstanding throughout each
   period (calculated based upon average shares outstanding)
** Does not reflect expenses that apply to the separate accounts of Anchor
   National Life Insurance Company, First SunAmerica Life Insurance Company,
   Phoenix Mutual Life Insurance Company and Presidential Life Insurance
   Company. If such expenses had been included, total return would have been
   lower for each period presented.
@ The average commission per share is derived by taking the Agency commissions
  paid on equity securities trades and dividing by the number of shares
  purchased and sold. This information was not required to be disclosed prior to
  1996.
 
                                                           ---------------------
 
                                       69
<PAGE>   67
 
- ---------------------
 
    ANCHOR SERIES TRUST
    REPORT OF INDEPENDENT ACCOUNTANTS
 
    To the Trustees and Shareholders of Anchor Series Trust
 
    In our opinion, the accompanying statement of assets and liabilities,
    including the investment portfolios, and the related statements of
    operations and of changes in net assets and the financial highlights present
    fairly, in all material respects, the financial position of the Money Market
    Portfolio, the Fixed Income Portfolio, the Government & Quality Bond
    Portfolio, the High Yield Portfolio, the Target '98 Portfolio, the Growth
    and Income Portfolio, the Foreign Securities Portfolio, the Growth
    Portfolio, the Capital Appreciation Portfolio, the Natural Resources
    Portfolio, the Multi-Asset Portfolio and the Strategic Multi-Asset Portfolio
    (constituting Anchor Series Trust, hereafter referred to as the "Trust") at
    December 31, 1996, the results of each of their operations for the year then
    ended, the changes in each of their net assets for each of the two years in
    the period then ended and the financial highlights for each of the five
    years in the period then ended, in conformity with generally accepted
    accounting principles. These financial statements and financial highlights
    (hereafter referred to as "financial statements") are the responsibility of
    the Trust's management; our responsibility is to express an opinion on these
    financial statements based on our audits. We conducted our audits of these
    financial statements in accordance with generally accepted auditing
    standards which require that we plan and perform the audit to obtain
    reasonable assurance about whether the financial statements are free of
    material misstatement. An audit includes examining, on a test basis,
    evidence supporting the amounts and disclosures in the financial statements,
    assessing the accounting principles used and significant estimates made by
    management, and evaluating the overall financial statement presentation. We
    believe that our audits, which included confirmation of securities at
    December 31, 1996 by correspondence with the custodian and brokers and the
    application of alternative auditing procedures where confirmations from
    brokers were not received, provide a reasonable basis for the opinion
    expressed above.
 
    PRICE WATERHOUSE LLP
 
    February 13, 1997
    1177 Avenue of the Americas
    New York, New York 10036
 
- ---------------------
 
                                       70



<PAGE>   83
                                     PART C

                                OTHER INFORMATION


Item 24. Financial Statements and Exhibits

(a)  Financial Statements

         The following financial statements are included in Part A of the
         Registration Statement:

                  Condensed Financial Information

         The following financial statements are included in Part B of the
         Registration Statement.

                  Financial Statements for Anchor Series Trust -- with respect
                  to Registrant's fiscal year ended December 31, 1996.


(b) Exhibits

<TABLE>
<CAPTION>
<S>                                                          <C>
  ( 1) Declaration of Trust, as Amended                      Previously Filed
  ( 2) By-Laws                                               Previously Filed
  ( 3) Voting Trust Agreement                                Not Applicable
  ( 4) Share of Beneficial Interest                          Not Applicable
  ( 5) (a)Investment Advisory and                            Previously Filed
                  Management Agreements
       (b)Sub-Advisory Agreement                             Previously Filed
  ( 6) Distribution Agreement                                Not Applicable
  ( 7) Bonus, Profit Sharing,                                Not Applicable
           Pension or Similar Contracts
  ( 8) Custodian Agreement                                   Filed Herewith
  ( 9) Form of Fund Participation Agreement                  Previously Filed
 (10) Opinion and Consent of Counsel                         Filed Herewith
 (11) Consent of Accountants                                 Filed Herewith
 (12) Financial Statements Omitted from Item 23              Not Applicable
 (13) Initial Capitalization Agreement                       Not Applicable
 (14) Model Plan                                             Not Applicable
 (15) Rule 12b-1 Plan                                        Not Applicable
 (16) Persons under Common Control with                      Filed Herewith
          Registrant
 (17) Performance Computations                               Not Applicable
 (18) Powers of Attorney                                     Previously Filed
 (27) Financial Data Schedule                                Filed Herewith
</TABLE>

       All previously filed exhibits are specifically incorporated herein by
       reference.


Item 25. Persons Controlled by or Under Common Control with
Registrant

                  Previously Filed.
<PAGE>   84
Item 26. Number of Holders of Securities

         As of February 26, 1997, the number of record holders of Anchor Series
         Trust was as follows:

<TABLE>
<CAPTION>
          Title of Class                    Number of Record Holders
<S>       <C>                                        <C>
          Shares of Beneficial Interest              5*
</TABLE>

         * Held by Variable Separate Account of Anchor National Life Insurance
         Company, FS Variable Separate Account of First SunAmerica Life
         Insurance Company, Variable Annuity Account Four of Anchor National
         Life Insurance Company, Variable Annuity Account One of Anchor National
         Life Insurance Company and Variable Annuity Account One of First
         SunAmerica Life Insurance Company.

Item 27. Indemnification

         The Declaration of Trust (Section 5.3) provides that "each officer,
         Trustee or agent of the Trust shall be indemnified by the Trust to the
         full extent permitted under the General Laws of the State of
         Massachusetts and the Investment Company Act of 1940, as amended,
         except that such indemnity shall not protect any such person against
         any liability to the Trust or any shareholder thereof to which such
         person would otherwise be subject by reason of willful misfeasance, bad
         faith, gross negligence or reckless disregard of the duties involved in
         the conduct of his office ("disabling conduct")."

         The Investment Advisory and Management Agreements and Sub-Advisory
         Agreements each provide in essence that under certain circumstances the
         Investment Adviser or the Sub-Adviser (and their officers, directors,
         agents, employees, controlling persons, shareholders and any other
         person or entity affiliated with the Investment Adviser or Sub-Adviser
         to perform or assist in the performance of its obligations under each
         Agreement) shall not be subject to liability to the Trust or to any
         shareholder of the Trust for any act or omission in the course of, or
         connected with, rendering services, including without limitation, any
         error of judgment or mistake of law or for any loss suffered by any of
         them in connection with the matters to which each Agreement relates,
         except to the extent specified in Section 36(b) of the Investment
         Company Act of 1940 concerning loss resulting from a breach of
         fiduciary duty with respect to the receipt of compensation for
         services.

         SunAmerica Inc., the parent of Anchor National Life Insurance Company,
         provides, without cost to the Fund, indemnification of individual
         trustees. By individual letter agreement, SunAmerica Inc. indemnifies
         each trustee to the fullest extent permitted by law against expenses
         and liabilities (including damages, judgments, settlements, costs,
         attorney's fees,

                                        2
<PAGE>   85
         charges and expenses) actually and reasonably incurred in connection
         with any action which is the subject of any threatened, asserted,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative, investigative or otherwise and whether formal
         or informal to which any trustee was, is or is threatened to be made a
         party by reason of facts which include his being or having been a
         trustee, but only to the extent such expenses and liabilities are not
         covered by insurance.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 (the "Act") may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is therefore
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted against the Registrant by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

Item 28. Business and other Connections of Investment Adviser

         Information concerning the business and other connections of SAAMCo is
incorporated herein by reference from SAAMCo's Form ADV (File No. 801-19813) and
information concerning the business and other connections of Wellington is
incorporated herein by reference from Wellington's Form ADV (File No.
801-15908), which are currently on file with the Securities and Exchange
Commission.

Item 29. Principal Underwriters

         There is no Principal Underwriter for the Registrant.

Item 30. Location of Accounts and Records

         State Street Bank and Trust Company, 225 Franklin Street, Boston,
         Massachusetts 02110, acts as Custodian, Transfer Agent and Dividend
         Paying Agent. It maintains books, records and accounts pursuant to the
         instructions of the Fund.

                                        3
<PAGE>   86
         SunAmerica Asset Management Corp., the Investment Adviser, is located
         at 733 Third Avenue, New York, New York 10017-3204. It maintains the
         books, accounts and records required to be maintained pursuant to
         Section 31(a) of the Investment Company Act of 1940 and the rules
         promulgated thereunder.

         Wellington Management Company, the Sub-Adviser, is located at 75 State
         Street, Boston, Massachusetts 02109. It maintains the books, accounts
         and records required to be maintained pursuant to Section 31(a) of the
         Investment Company Act of 1940 and the rules promulgated thereunder.

Item 31. Management Services

         None.

Item 32. Undertakings

         (c) Registrant hereby undertakes to furnish an investor to whom a
         prospectus is delivered with a copy of Registrant's latest annual
         report to shareholders, upon request and without charge.

                                        4
<PAGE>   87
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 27 to
the Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment No. 27 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 27th day
of February 27, 1997.

                                       ANCHOR SERIES TRUST


                                       By:/s/Peter A. Harbeck
                                             Peter A. Harbeck
                                                President

         Pursuant to the requirements of the Securities Act of 1933 this
Post-Effective Amendment No. 27 to the Registration Statement has been signed
below by the following persons in the capacities
and on the date indicated.


<TABLE>
<CAPTION>
<S>                                    <C>                                   <C>
/s/Peter A. Harbeck                    President and Trustee                 February 28, 1997
Peter A. Harbeck                       (Principal Executive
                                       Officer)

       *                               Treasurer                             February 28, 1997
Peter C. Sutton                        (Principal Financial
                                        and Accounting Officer)

       *                               Trustee                               February 28, 1997
S. James Coppersmith


       *                               Trustee                               February 28, 1997
Samuel M. Eisenstat


       *                               Trustee                               February 28, 1997
Stephen J. Gutman



*By:/s/Robert M. Zakem
         Attorney-in-Fact
         Robert M. Zakem
</TABLE>
<PAGE>   88
                               ANCHOR SERIES TRUST


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                         Name
<S>                                 <C>
        8                           Custodian Agreement as Amended
        10                          Opinion and Consent of Counsel
        11                          Consent of Accountants
        27                          Financial Data Schedule
</TABLE>

<PAGE>   1
                               CUSTODIAN CONTRACT
                                     Between
                        INTEGRATED RESOURCES SERIES TRUST
                                       and
                       STATE STREET BANK AND TRUST COMPANY
<PAGE>   2
                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>   <C>
1.    Employment of Custodian and Property to be Held By It.............
                                                                        
2.    Duties of the Custodian with Respect to Property                  
      of the Fund Held by the Custodian in the United States............
      2.1   Holding Securities..........................................
      2.2    Delivery of Securities.....................................
      2.3    Registration of Securities.................................
      2.4    Bank Accounts..............................................
      2.5    Availability of Federal Funds..............................
      2.6    Collection of Income.......................................
      2.7    Payment of Fund Monies.....................................
      2.8    Liability for Payment in Advance of                        
             Receipt of Securities Purchased............................
      2.9    Appointment of Agents......................................
      2.10   Deposit of Fund Assets in Securities System................
      2.10A  Fund Assets Held in the Custodian's Direct Paper           
             System.....................................................
      2.11   Segregated Account.........................................
      2.12   ownership certificates for Tax Purposes                    
      2.13   Proxies....................................................
      2.14   Communications Relating to Portfolio Securities............
                                                                        
3.    Duties of the Custodian with Respect to Property of               
      the Fund Held Outside of the United States........................
      3.1   Appointment of Foreign Sub-Custodians.......................
      3.2   Assets to be Held...........................................
      3.3   Foreign securities Depositories.............................
      3.4   Segregation of Securities...................................
      3.5   Agreements with Foreign Banking Institutions................
      3.6   Access of Independent Accountants of the Fund...............
      3.7   Reports by Custodian........................................
      3.8   Transactions in Foreign Custody Account.....................
      3.9   Liability of Foreign Sub-Custodians.........................
      3.10  Liability of Custodian......................................
      3.11  Reimbursement for Advances..................................
      3.12  monitoring Responsibilities.................................
      3.13  Branches of U.S. Banks......................................
                                                                        
4.    Payments for Sales or Repurchase or Redemptions                   
      of Shares of the Fund.............................................
                                                                        
5.    Proper Instructions...............................................
                                                                        
6.    Actions Permitted Without Express Authority.......................
                                                                        
7.    Evidence of Authority.............................................
                                                                        
8.    Duties of Custodian With Respect to the Books of Account and      
      Calculation of Net Asset Value and Net Income.....................
</TABLE>
<PAGE>   3
<TABLE>
<S>   <C>
9.    Records...........................................................
                                                                        
10.   Opinion of Fund's Independent Accountants.........................
                                                                        
11.   Reports to Fund by Independent Public Accountants.................
                                                                        
12.   Compensation of Custodian.........................................
                                                                        
13.   Responsibility of Custodian.......................................
                                                                        
14.   Effective Period, Termination and Amendment.......................
                                                                        
15.   Successor Custodian...............................................
                                                                        
16.   Interpretive and Additional Provisions............................
                                                                        
17.   Additional Funds..................................................
                                                                        
18.   Massachusetts Law to Apply........................................
                                                                        
19.   Prior Contracts...................................................

</TABLE>


<PAGE>   4
                               CUSTODIAN CONTRACT

      This Contract between Integrated Resources Series Trust, a business trust
organized and existing under the laws of Massachusetts, having its principal
place of business at One Bridge Plaza, Fort Lee, New Jersey 07024, hereinafter
called the "Fund", and State Street Bank and Trust Company, a Massachusetts
trust company, having its principal place of business at 225 Franklin Street,
Boston, Massachusetts, 02110, hereinafter called the "Custodian",

                                   WITNESSETH:

      WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and 

      WHEREAS, the Fund intends to initially offer shares in twelve series, the
Aggressive Growth Portfolio, Aggressive Multi-Asset Portfolio, Convertible
Securities Portfolio, Fixed Income Portfolio, Foreign Securities Portfolio,
Government and Qualify Bond Portfolio, Growth Portfolio, High Yield Portfolio,
Money Market Portfolio, Multi-Asset Portfolio, Natural Resources Portfolio,
Target'98 (such series together with all other series subsequently established
by the Fund and made subject to this Contract in accordance with paragraph 17,
being herein referred to as the "Portfolio(s)");

      NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1.    Employment of Custodian and Property to be Held by It

      The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions of the
<PAGE>   5
Declaration of Trust. The Fund on behalf of the Portfolio(s) agrees to deliver
to the Custodian all securities and cash of the Portfolios, and all payments of
income, payments of principal or capital distributions received by it with
respect to all securities owned by the Portfolio(s) from time to time, and the
cash consideration received by it for such new or treasury shares of beneficial
interest of the Fund representing interests in the Portfolios, ("Shares") as may
be issued or sold from time to time. The Custodian shall not be responsible for
any property of a Portfolio held or received by the Portfolio and not delivered
to the Custodian.

      Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Trustees of the Fund on
behalf of the applicable Portfolio(s), and provided that the Custodian shall
have no more or less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian. The Custodian may employ as sub-custodian
for the Fund's foreign securities on behalf of the applicable Portfolio(s) the
foreign banking institutions and foreign securities depositories designated in
Schedule A hereto but only in accordance with the provisions of Article 3.

2.    Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian in the United States.

2.1   Holding Securities. The Custodian shall hold and physically segregate for
      the account of each Portfolio all non-cash property, to be held by it in
      the United States including all domestic securities owned by such
      Portfolio, other than (a) securities which are maintained pursuant to
      Section 2.10 in a clearing agency which acts as a securities depository or
      in a book-entry system authorized by the U.S. Department of the Treasury,
      collectively referred to herein as "Securities System" and (b) commercial
      paper of an issuer for which State
<PAGE>   6
      Street Bank and Trust Company acts as issuing and paying agent ("Direct
      Paper") which is deposited and/or maintained in the Direct Paper System of
      the Custodian pursuant to Section 2.10A.

2.2   Delivery of Securities. The Custodian shall release and deliver domestic
      securities owned by a Portfolio held by the Custodian or in a Securities
      System account of the Custodian only upon receipt of Proper Instructions
      from the Fund on behalf of the applicable Portfolio, which may be
      continuing instructions when deemed appropriate by the parties, and only
      in the following cases:

            1)    Upon sale of such securities for the account of the Portfolio
                  and receipt of payment therefor;

            2)    Upon the receipt of payment in connection with any repurchase
                  agreement related to such securities entered into by the
                  Portfolio;

            3)    In the case of a sale effected through a Securities System, in
                  accordance with the provisions of section 2.10 hereof;

            4)    To the depository agent in connection with tender or other
                  similar offers for securities of the Portfolio;

            5)    To the issuer thereof or its agent when such securities are
                  called, redeemed, retired or otherwise become payable;
                  provided that, in any such case, the cash or other
                  consideration is to be delivered to the Custodian;

            6)    To the issuer thereof, or its agent, for transfer into the
                  name of the Portfolio or into the name of any nominee or
                  nominees of the Custodian or into the name or nominee name of
                  any agent appointed pursuant to Section 2.9 or into the name
                  or nominee name of any sub-custodian appointed pursuant to
                  Article 1; or for exchange for a different number of bonds,
                  certificates or other evidence representing the same aggregate
                  face amount or
<PAGE>   7
                  number of units; provided that, in any such case, the new
                  securities are to be delivered to the Custodian;

            7)    To the broker selling the same for examination in accordance
                  with "street delivery" custom;

            8)    For exchange or conversion pursuant to any plan of merger,
                  consolidation, recapitalization, reorganization or
                  readjustment of the securities of the issuer of such
                  securities, or pursuant to provisions for conversion contained
                  in such securities, or pursuant to any deposit agreement;
                  provided that, in any such case, the new securities and cash,
                  if any, are to be delivered to the Custodian;

            9)    In the case of warrants, rights or similar securities, the
                  surrender thereof in the exercise of such warrants, rights or
                  similar securities or the surrender of interim receipts or
                  temporary securities for definitive securities; provided that,
                  in any such case, the new securities and cash, if any, are to
                  be delivered to the Custodian;

            10)   For delivery in connection with any loans of securities made
                  by the Portfolio, but only against receipt of adequate
                  collateral as agreed upon from time to time by the Custodian
                  and the Fund on behalf of the Portfolio, which may be in the
                  form of cash or obligations issued by the United States
                  government, its agencies or instrumentalities, except that in
                  connection with any loans for which collateral is to be
                  credited to the Custodian's account in the book-entry system
                  authorized by the U.S. Department of the Treasury, the
                  Custodian will, not be held liable or responsible for the
                  delivery of securities owned by the Portfolio prior to the
                  receipt of such collateral;

            11)   For delivery as security in connection with any
<PAGE>   8
                  borrowings by the Fund on behalf of the Portfolio requiring a
                  pledge of assets by the Fund on behalf of the Portfolio, but
                  only against receipt of amounts borrowed; 

            12)   For delivery in accordance with the provisions of any
                  agreement among the Fund on behalf of the Portfolio, the
                  Custodian and a broker-dealer registered under the Securities
                  Exchange Act of 1934 (the "Exchange Act") and a member of The
                  National Association of Securities Dealers, Inc. ("NASD"),
                  relating to compliance with the rules of The options Clearing
                  Corporation and of any registered national securities
                  exchange, or of any similar organization or organizations,
                  regarding escrow or other arrangements in connection with
                  transactions by the Portfolio of the Fund:

            13)   For delivery in accordance with the provisions of any
                  agreement among the Fund (on behalf of the Portfolio), the
                  Custodian, and a Futures commission Merchant registered under
                  the Commodity Exchange Act, relating to compliance with the
                  rules of the Commodity Futures Trading Commission and/or any
                  Contract Market, or any similar organization or organizations,
                  regarding account deposits in connection with transactions by
                  the Portfolio of the Fund:

            14)   Upon receipt of instructions from the transfer agent
                  ("Transfer Agent") for the Fund, for delivery to such Transfer
                  Agent or to the holders of shares in connection with
                  distributions in kind, as may be described from time to time
                  in the currently effective prospectus and statement of
                  additional information of the Fund, related to the Portfolio
                  ("Prospectus"), in satisfaction of requests by holders of
                  Shares for repurchase or redemption; and

            15)   For any other proper corporate purpose, but only
<PAGE>   9
                  upon receipt of, in addition to Proper Instructions from the
                  Fund on behalf of the applicable Portfolio, a certified copy
                  of a resolution of the Board of Trustees or of the Executive
                  Committee signed by an officer of the Fund and certified by
                  the Secretary or an Assistant Secretary, specifying the
                  securities of the Portfolio to be delivered, setting forth the
                  purpose for which such delivery is to be made, declaring such
                  purpose to be a proper corporate purpose, and naming the
                  person or persons to whom delivery of such securities shall be
                  made.

2.3   Registration of Securities. Domestic securities held by the Custodian
      (other than bearer securities) shall be registered in the name of the
      Portfolio or in the name of any nominee of the Fund on behalf of the
      Portfolio or of any nominee of the Custodian which nominee shall be
      assigned exclusively to the Portfolio, unless the Fund has authorized in
      writing the appointment of a nominee to be used in common with other
      registered investment companies having the same investment adviser as the
      Portfolio, or in the name or nominee name of any agent appointed pursuant
      to Section 2.9 or in the name or nominee name of any sub-custodian
      appointed pursuant to Article 1. All securities accepted by the Custodian
      on behalf of the Portfolio under the terms of this Contract shall be in
      "street name" or other good delivery form.

2.4   Bank Accounts. The Custodian shall open and maintain a separate bank
      account or accounts in the United States in the name of each Portfolio of
      the Fund, subject only to draft or order by the Custodian acting pursuant
      to the terms of this Contract, and shall hold in such account or accounts,
      subject to the provisions hereof, all cash received by it from or for the
      account of the Portfolio, other than cash maintained by the Portfolio in a
      bank account established and used in accordance with Rule 17f-3 under the
      Investment Company Act of 1940. Funds held by the Custodian for a
      Portfolio may be
<PAGE>   10
      deposited by it to its credit as Custodian in the Banking Department of
      the Custodian or in such other banks or trust companies as it may in its
      discretion deem necessary or desirable; provided, however, that every such
      bank or trust company shall be qualified to act as a custodian under the
      Investment Company Act of 1940 and that each such bank or trust company
      and the funds to be deposited with each such bank or trust company shall
      on behalf of each applicable Portfolio be approved by vote of a majority
      of the Board of Trustees of the Fund. Such funds shall be deposited by the
      Custodian in its capacity as Custodian and shall be withdrawable by the
      Custodian only in that capacity.

2.5   Availability of Federal funds. Upon mutual agreement between the Fund on
      behalf of each applicable Portfolio and the Custodian, the Custodian
      shall, upon the receipt of Proper Instructions from the Fund on behalf of
      a Portfolio, make federal funds available to such Portfolio as of
      specified times agreed upon from time to time by the Fund and the
      Custodian in the amount of checks received in payment for Shares of such
      Portfolio which are deposited into the Portfolio's account.

2.6   Collection of Income. The Custodian shall collect on a timely basis all
      income and other payments with respect to registered domestic securities
      held hereunder to which each Portfolio shall be entitled either by law or
      pursuant to custom in the securities business, and shall collect on a
      timely basis all income and other payments with respect to bearer domestic
      securities if, on the date of payment by the issuer, such securities are
      held by the Custodian or its agent thereof and shall credit such income,
      as collected, to such Portfolio's custodian account. Without limiting the
      generality of the foregoing, the Custodian shall detach and present for
      payment all coupons and other income items requiring presentation as and
      when they become due and shall collect interest when due on securities
      held hereunder. Income due each Portfolio on securities loaned pursuant to
      the provisions of Section 2.2
<PAGE>   11
      (10) shall be the responsibility of the Fund. The Custodian will have no
      duty or responsibility in connection therewith, other than to provide the
      Fund with such information or data as may be necessary to assist the Fund
      in arranging for the timely delivery to the Custodian of the income to
      which the Portfolio is properly entitled.

2.7   Payment of Fund Monies. Upon receipt of Proper Instructions from the Fund
      on behalf of the applicable Portfolio, which may be continuing
      instructions when deemed appropriate by the parties, the Custodian shall
      pay out monies of a Portfolio in the following cases only:

            1)    Upon the purchase of domestic securities, options, futures
                  contracts or options on futures contracts for the account of
                  the Portfolio but only (a) against the delivery of such
                  securities or evidence of title to such options, futures
                  contracts or options on futures contracts to the Custodian (or
                  any bank, banking firm or trust company doing business in the
                  United States or abroad which is qualified under the
                  Investment Company Act of 1940, as amended, to act as a
                  custodian and has been designated by the Custodian as its
                  agent for this purpose) registered in the name of the
                  Portfolio or in the name of a nominee of the Custodian
                  referred to in Section 2.3 hereof or in proper form for
                  transfer; (b) in the case of a purchase effected through a
                  Securities System, in accordance with the conditions set forth
                  in Section 2.10 hereof; (c) in the case of a purchase
                  involving the Direct Paper System, in accordance with the
                  conditions set forth in Section 2.10A; (d) in the case of
                  repurchase agreements entered into between the Fund (on behalf
                  of the Portfolio) and the Custodian, or another bank, or a
                  broker-dealer which is a member of NASD, (i) against delivery
                  of the securities either in certificate form or through an
                  entry crediting the
<PAGE>   12
                  Custodian's account at the Federal Reserve Bank with such
                  securities or (ii) against delivery of the receipt evidencing
                  purchase by the Portfolio of securities owned by the Custodian
                  along with written evidence of the agreement by the Custodian
                  to repurchase such securities from the Portfolio or (e) for
                  transfer to a time deposit account of the Fund in any bank,
                  whether domestic or foreign; such transfer may be effected
                  prior to receipt of a confirmation from a broker and/or the
                  applicable bank pursuant to Proper Instructions from the Fund
                  as defined in Article 5;

            2)    In connection with conversion, exchange or surrender of
                  securities owned by the Portfolio as set forth in Section 2.2
                  hereof;

            3)    For the redemption or repurchase of Shares issued by the
                  Portfolio as set forth in Article 4 hereof;

            4)    For the payment of any expense or liability incurred by the
                  Portfolio, including but not limited to the following payments
                  for the account of the Portfolio: interest, taxes, management,
                  accounting, transfer agent and legal fees, and operating
                  expenses of the Fund whether or not such expenses are to be in
                  whole or part capitalized or treated as deferred expenses;

            5)    For the payment of any dividends on Shares of the Portfolio
                  declared pursuant to the governing documents of the Fund;

            6)    For payment of the amount of dividends received in respect of
                  securities sold short;

            7)    For any other proper purpose, but only upon receipt of, in
                  addition to Proper Instructions from the Fund on behalf of the
                  Portfolio, a certified copy of a resolution of the Board of
                  Trustees or of the Executive Committee of the Fund signed by
                  an officer of the Fund and certified by its Secretary
<PAGE>   13
                  or an Assistant Secretary, specifying the amount of such
                  payment, setting forth the purpose for which such payment is
                  to be made, declaring such purpose to be a proper purpose, and
                  naming the person or persons to whom such payment is to be
                  made.

2.8   Liability for Payment in Advance of Receipt of Securities Purchased.
      Except as specifically stated otherwise in this Contract, in any and every
      case where payment for purchase of domestic securities for the account of
      a Portfolio is made by the Custodian in advance of receipt of the
      securities purchased in the absence of specific written instructions from
      the Fund on behalf of such Portfolio to so pay in advance, the Custodian
      shall be absolutely liable to the Fund for such securities to the same
      extent as if the securities had been received by the Custodian.

2.9   Appointment of Agents. The Custodian may at any time or times in its
      discretion appoint (and may at any time remove) any other bank or trust
      company which is itself qualified under the Investment Company Act of
      1940, as amended, to act as a custodian, as its agent to carry out such of
      the provisions of this Article 2 as the Custodian may from time to time
      direct; provided, however, that the appointment of any agent shall not
      relieve the Custodian of its responsibilities or liabilities hereunder.

2.10  Deposit of Fund Assets in securities Systems. The Custodian may deposit
      and/or maintain securities owned by a Portfolio in a clearing agency
      registered with the Securities and Exchange Commission under Section 17A
      of the Securities Exchange Act of 1934, which acts as a securities
      depository, or in the book-entry system authorized by the U.S. Department
      of the Treasury and certain federal agencies, collectively referred to
      herein as "Securities System" in accordance with applicable Federal
      Reserve Board and Securities and Exchange Commission rules and
      regulations, if any, and subject to the following provisions:

            1)    The Custodian may keep securities of the Portfolio
<PAGE>   14
                  in a Securities System provided that such securities are
                  represented in an account ("Account") of the Custodian in the
                  Securities System which shall not include any assets of the
                  Custodian other than assets held as a fiduciary, custodian or
                  otherwise for customers;

            2)    The records of the Custodian with respect to securities of the
                  Portfolio which are maintained in a securities System shall
                  identify by book-entry those securities belonging to the
                  Portfolio;

            3)    The Custodian shall pay for securities purchased for the
                  account of the Portfolio upon (i) receipt of advice from the
                  Securities System that such securities have been transferred
                  to the Account, and (ii) the making of an entry on the records
                  of the Custodian to reflect such payment and transfer for the
                  account of the Portfolio.

            4)    The Custodian shall transfer securities sold for the account
                  of the Portfolio upon (i) receipt of advice from the
                  Securities System that payment for such securities has been
                  transferred to the Account, and (ii) the making of an entry on
                  the records of the Custodian to reflect such transfer and
                  payment for the account of the Portfolio. Copies of all
                  advices from the Securities System of transfers of securities
                  for the account of the Portfolio shall identify the Portfolio,
                  be maintained for the Portfolio by the Custodian and be
                  provided to the Fund at its request.

            5)    Upon request, the Custodian shall furnish the Fund on behalf
                  of the Portfolio confirmation of each transfer to or from the
                  account of the Portfolio in the form of a written advice or
                  notice and shall furnish to the Fund on behalf of the
                  Portfolio copies of daily transaction sheets reflecting each
                  day's transactions in the Securities System for the
<PAGE>   15
                  account of the Portfolio;

            6)    The Custodian shall provide the Fund for the Portfolio with
                  any report obtained by the Custodian on the Securities
                  System's accounting system, internal accounting control and
                  procedures for safeguarding securities deposited in the
                  Securities System;

            7)    The Custodian shall have received from the Fund on behalf of
                  the Portfolio the initial or annual certificate, as the case
                  may be, required by Article 14 hereof;

            8)    Anything to the contrary in this Contract notwithstanding, the
                  Custodian shall be liable to the Fund for the benefit of the
                  Portfolio for any loss or damage to the Portfolio resulting
                  from use of the Securities System by reason of any negligence,
                  misfeasance or misconduct of the Custodian or any of its
                  agents or of any of its or their employees or from failure of
                  the Custodian or any such agent to enforce effectively such
                  rights as it may have against the Securities System. At its
                  election, the Fund shall be entitled to be subrogated to the
                  rights of the Custodian with respect to any claim against the
                  Securities System or any other person which the Custodian may
                  have as a consequence of any such loss or damage if and to the
                  extent that the Portfolio has not been made whole for any such
                  loss or damage.

2.10A Fund assets Held in the Custodian's Direct Paper System. The Custodian may
      deposit and/or maintain securities owned by a Portfolio in the Direct
      Paper System of the Custodian subject to the following provisions:

      1)    No transaction relating to securities in the Direct Paper System
            will be effected in the absence of Proper Instructions from the Fund
            on behalf of the Portfolio;

      2)    The Custodian may keep securities of the Portfolio in the
<PAGE>   16
            Direct Paper System only if such securities are represented in an
            account ("Account") of the Custodian in the Direct Paper System
            which shall not include any assets held as a fiduciary, custodian or
            otherwise for customers;

      3)    The records of the Custodian with respect to securities of the
            Portfolio which are maintained in the Direct Paper System shall
            identify by book-entry those securities belonging to the Portfolio;

      4)    The Custodian shall pay for securities purchased for the account of
            the Portfolio upon the making of an entry on the records of the
            Custodian to reflect such payment and transfer of securities to the
            account of the Portfolio. The Custodian shall transfer securities
            sold for the account of the Portfolio upon the making of an entry on
            the records of the Custodian to reflect such transfer and receipt of
            payment for the account of the Portfolio;

      5)    The Custodian shall furnish the Fund on behalf of the Portfolio
            confirmation of each transfer to or from the account of the
            Portfolio, in the form of a written advice or notice, of Direct
            Paper on the next business day following such transfer and shall
            furnish to the Fund on behalf of the Portfolio copies of daily
            transaction sheets reflecting each day's transaction in the Direct
            Paper System for the Account of the Portfolio;

      6)    The Custodian shall provide the Fund on behalf of the Portfolio with
            any report on its system of internal accounting control as the Fund
            may reasonably request from time to time.

2.11  Segregated Account. The Custodian shall upon receipt of Proper
      Instructions from the Fund on behalf of each applicable Portfolio
      establish and maintain a segregated account or accounts for and on behalf
      of each such Portfolio, into which account or accounts may be transferred
      cash and/or securities, including securities maintained in an account by
      the Custodian pursuant to Section 2.10 and 2.10A hereof, (i) in accordance
<PAGE>   17
      with the provisions of any agreement among the Fund (on behalf of the
      Portfolio), the Custodian and a broker-dealer registered under the
      Exchange Act and a member of the NASD (or any futures commission merchant
      registered under the Commodity Exchange Act), relating to compliance with
      the rules of The Options Clearing Corporation and of any registered
      national securities exchange (or the Commodity Futures Trading Commission
      or any registered contract market), or of any similar organization or
      organizations, regarding escrow or other arrangements in connection with
      transactions by the Portfolio, (ii) for purposes of segregating cash or
      government securities in connection with options purchased, sold or
      written by the Portfolio or commodity futures contracts or options thereon
      purchased or sold by the Portfolio, (iii) for the purposes of compliance
      by the Portfolio with the procedures required by Investment Company Act
      Release No. 10666, or any subsequent release or releases of the Securities
      and Exchange Commission relating to the maintenance of segregated accounts
      by registered investment companies and (iv) for other proper corporate
      purposes, but only, in the case of clause (iv), upon receipt of, in
      addition to Proper Instructions from the Fund on behalf of the applicable
      Portfolio, a certified copy of a resolution of the Board of Trustees or of
      the Executive Committee signed by an officer of the Fund and certified by
      the Secretary or an Assistant Secretary, setting forth the purpose or
      purposes of such segregated account and declaring such purposes to be
      proper corporate purposes.

2.12  Ownership Certificates for Tax Purposes. The Custodian shall execute
      ownership and other certificates and affidavits for all federal and state
      tax purposes in connection with receipt of income or other payments with
      respect to domestic securities of each Portfolio held by it and in
      connection with transfers of securities.

2.13  Proxies. The Custodian shall, with respect to the domestic securities held
      hereunder, cause to be promptly executed by
<PAGE>   18
      the registered holder of such securities, if the securities are registered
      otherwise than in the name of the Portfolio or a nominee of the Portfolio,
      all proxies, without indication of the manner in which such proxies are to
      be voted, and shall promptly deliver to the Portfolio such proxies, all
      proxy soliciting materials and all notices relating to such securities.

2.14  Communications Relating to Portfolio Securities The Custodian shall
      transmit promptly to the Fund for each Portfolio all written information
      (including, without limitation, pendency of calls and maturities of
      domestic securities and expirations of rights in connection therewith and
      notices of exercise of call and put options written by the Fund on behalf
      of the Portfolio and the maturity of futures contracts purchased or sold
      by the Portfolio) received by the Custodian from issuers of the securities
      being held for the Portfolio. With respect to tender or exchange offers,
      the Custodian shall transmit promptly to the Portfolio all written
      information received by the Custodian from issuers of the securities whose
      tender or exchange is sought and from the party (or his agents) making the
      tender or exchange offer. If the Portfolio desires to take action with
      respect to any tender offer, exchange offer or any other similar
      transaction, the Portfolio shall notify the Custodian at least three
      business days prior to the date on which the Custodian is to take such
      action.

3.    Duties of the Custodian with Respect to Property of the Fund Held Outside 
      of the United States.

3.1   Appointment of Foreign Sub-Custodians The Fund hereby authorizes and
      instructs the Custodian to employ as sub-custodians for the Portfolio's
      securities and other assets maintained outside the United States the
      foreign banking institutions and foreign securities depositories
      designated on Schedule A hereto ("foreign sub-custodians"). Upon receipt
      of "Proper Instructions", as defined in Section 5 of this Contract,
      together with a certified resolution of
<PAGE>   19
      the Fund's Board of Trustees, the Custodian and the Fund may agree to
      amend Schedule A hereto from time to time to designate additional foreign
      banking institutions and foreign securities depositories to act as
      sub-custodian. Upon receipt of Proper Instructions, the Fund may instruct
      the Custodian to cease the employment of any one or more such
      sub-custodians for maintaining custody of the Portfolio's assets.

3.2   Assets to be Held. The Custodian shall limit the securities and other
      assets maintained in the custody of the foreign sub-custodians to: (a)
      "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under
      the Investment Company Act of 1940, and (b) cash and cash equivalents in
      such amounts as the Custodian or the Fund may determine to be reasonably
      necessary to effect the Portfolio's foreign securities transactions.

3.3   Foreign Securities Depositories. Except as may otherwise be agreed upon in
      writing by the Custodian and the Fund, assets of the Portfolios shall be
      maintained in foreign securities depositories only through arrangements
      implemented by the foreign banking institutions serving as sub-custodians
      pursuant to the terms hereof. Where possible, such arrangements shall
      include entry into agreements containing the provisions set forth in
      Section 3.5 hereof.

3.4   Segregation of Securities. The Custodian shall identify on its books as
      belonging to each applicable Portfolio of the Fund, the foreign securities
      of such Portfolios held by each foreign sub-custodian. Each agreement
      pursuant to which the Custodian employs a foreign banking institution
      shall require that such institution establish a custody account for the
      Custodian on behalf of the Fund for each applicable Portfolio of the Fund
      and physically segregate in each account, securities and other assets of
      the Portfolios, and, in the event that such institution deposits the
      securities of one or more of the Portfolios in a foreign securities
      depository, that it shall identify on its books as belonging to the
      Custodian, as agent for each applicable
<PAGE>   20
      Portfolio, the securities so deposited.

3.5   Agreements with Foreign Banking Institutions. Each agreement with a
      foreign banking institution shall be substantially in the form set forth
      in Exhibit 1 hereto and shall provide that: (a) the assets of each
      Portfolio will not be subject to any right, charge, security interest,
      lien or claim of any kind in favor of the foreign banking institution or
      its creditors or agent, except a claim of payment for their safe custody
      or administration; (b) beneficial ownership for the assets of each
      Portfolio will be freely transferable without the payment of money or
      value other than for custody or administration; (c) adequate records will
      be maintained identifying the assets as belonging to each applicable
      Portfolio; (d) officers of or auditors employed by, or other
      representatives of the Custodian, including to the extent permitted under
      applicable law the independent public accountants for the Fund, will be
      given access to the books and records of the foreign banking institution
      relating to its actions under its agreement with the Custodian; and (e)
      assets of the Portfolios held by the foreign sub-custodian will be subject
      only to the instructions of the Custodian or its agents.

3.6   Access of Independent Accountants of the Fund. Upon request of the Fund,
      the Custodian will use its best efforts to arrange for the independent
      accountants of the Fund to be afforded access to the books and records of
      any foreign banking institution employed as a foreign sub-custodian
      insofar as such books and records relate to the performance of such
      foreign banking institution under its agreement with the Custodian.

3.7   Reports by Custodian. The Custodian will supply to the Fund from time to
      time, as mutually agreed upon, statements in respect of the securities and
      other assets of the Portfolio(s) held by foreign sub-custodians, including
      but not limited to an identification of entities having possession of the
      Portfolio(s) securities and other assets and advices or
<PAGE>   21
      notifications of any transfers of securities to or from each custodial
      account maintained by a foreign banking institution for the Custodian on
      behalf of each applicable Portfolio indicating, as to securities acquired
      for a Portfolio, the identity of the entity having physical possession of
      such securities.

3.8   Transactions in Foreign Custody Account 
      (a) Except as otherwise provided in paragraph (b) of this Section 3.8, the
      provision of Sections 2.2 and 2.7 of this Contract shall apply, mutatis
      mutandis to the foreign securities of the Fund held outside the United
      States by foreign sub-custodians. 
      (b) Notwithstanding any provision of this Contract to the contrary,
      settlement and payment for securities received for the account of each
      applicable Portfolio and delivery of securities maintained for the account
      of each applicable Portfolio may be effected in accordance with the
      customary established securities trading or securities processing
      practices and procedures in the jurisdiction or market in which the
      transaction occurs, including, without limitation, delivering securities
      to the purchaser thereof or to a dealer therefor (or an agent for such
      purchaser or dealer) against a receipt with the expectation of receiving
      later payment for such securities from such purchaser or dealer. 
      (c) Securities maintained in the custody of a foreign sub-custodian may be
      maintained in the name of such entity's nominee to the same extent as set
      forth in Section 2.3 of this Contract, and the Fund agrees to hold any
      such nominee harmless from any liability as a holder of record of such
      securities.

3.9   Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
      Custodian employs a foreign banking institution as a foreign sub-custodian
      shall require the institution to exercise reasonable care in the
      performance of its duties and to indemnify, and hold harmless, the
      Custodian and the Fund from and against any loss (including reasonable
      attorneys fees
<PAGE>   22
      and court cost), damage, cost, expense, liability or claim arising out of
      or in connection with the institution's performance of such obligations.
      At the election of the Fund, it shall be entitled to be subrogated to the
      rights of the Custodian with respect to any claims against a foreign
      banking institution as a consequence of any such loss, damage, cost,
      expense, liability or claim if and to the extent that the Fund has not
      been made whole for any such loss, damage, cost, expense, liability or
      claim.

3.10  Liability of Custodian. The Custodian shall be liable for the acts or
      omissions of a foreign banking institution to the same extent as set forth
      with respect to sub-custodians generally in this Contract and, regardless
      of whether assets are maintained in the custody of a foreign banking
      institution, a foreign securities depository or a branch of a U.S. bank as
      contemplated by paragraph 3.13 hereof, the Custodian shall not be liable
      for any loss, damage, cost, expense, liability or claim resulting from
      nationalization, expropriation, currency restrictions, or acts of war or
      terrorism or any loss where the sub-custodian has otherwise exercised
      reasonable care. Notwithstanding the foregoing provisions of this
      paragraph 3.10, in delegating custody duties to State Street London Ltd.,
      the Custodian shall not be relieved of any responsibility to the Fund for
      any loss due to such delegation, except such loss as may result from (a)
      political risk (including, but not limited to, exchange control
      restrictions, confiscation, expropriation, nationalization, insurrection,
      civil strife or armed hostilities) or (b) other losses (excluding a
      bankruptcy or insolvency of State Street London Ltd. not caused by
      political risk) due to Acts of God, nuclear incident or other losses under
      circumstances where the Custodian and State Street London Ltd. Have
      exercised reasonable care.

3.11  Reimbursement for Advances. If the Fund requires the Custodian to advance
      cash or securities for any purpose for the benefit of a Portfolio
      including the purchase or sale of
<PAGE>   23
      foreign exchange or of contracts for foreign exchange, or in the event
      that the Custodian or its nominee shall incur or be assessed any taxes,
      charges, expenses, assessments, claims or liabilities in connection with
      the performance of this Contract, except such as may arise from its or its
      nominee's own negligent action, negligent failure to act or willful
      misconduct, any property at any time held for the account of the
      applicable Portfolio shall be security therefor and should the Fund fail
      to repay the Custodian promptly, the Custodian shall be entitled to
      utilize available cash and to dispose of such Portfolio's assets to the
      extent necessary to obtain reimbursement.

3.12  Monitoring Responsibilities. The Custodian shall furnish annually to the
      Fund, during the month of June, information concerning the foreign
      sub-custodians employed by the Custodian. Such information shall be
      similar in kind and scope to that furnished to the Fund in connection with
      the initial approval of this Contract. In addition, the Custodian will
      promptly inform the Fund in the event that the Custodian learns of a
      material adverse change in the financial condition of a foreign
      sub-custodian or any material loss of the assets of the Fund or in the
      case of any foreign sub-custodian not the subject of an exemptive order
      from the Securities and Exchange Commission is notified by such foreign
      sub-custodian that there appears to be a substantial likelihood that its
      shareholders' equity will decline below $200 million (U.S. dollars or the
      equivalent thereof) or that its shareholders' equity has declined below
      $200 million (in each case computed in accordance with generally accepted
      U.S. accounting principles).

3.13  Branches of U.S. Banks 
      (a) Except as otherwise set forth in this Contract, the provisions hereof
      shall not apply where the custody of the Portfolios' assets are maintained
      in a foreign branch of a banking institution which is a "bank" as defined
      by Section 2(a)(5) of the Investment Company Act of 1940 meeting the
<PAGE>   24
      qualification set forth in Section 26(a) of said Act. The appointment of
      any such branch as a sub-custodian shall be governed by paragraph 1 of
      this Contract. 
      (b) Cash held for each Portfolio of the Fund in the United Kingdom shall
      be maintained in an interest bearing account established for the Fund with
      the Custodian's London branch, which account shall be subject to the
      direction of the Custodian, State Street London Ltd. or both.

4.    Payments for Sales or Repurchases or Redemptions of Shares of the Fund

      The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and the Transfer Agent
of any receipt by it of payments for Shares of such Portfolio.

      From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the redemption or
repurchase of Shares of a Portfolio, the custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on
the Custodian by a holder of Shares, which checks have been furnished by the
Fund to the holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian. 

5.    Proper Instructions

      Proper Instructions as used throughout this Contract means a
<PAGE>   25
writing signed or initialled by two or more persons as the Board of Trustees
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such instructions with respect
to the transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper instructions may include communications effected directly
between electromechanical or electronic devices provided that the Board of
Trustees and the Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolios, assets. For purposes of this Section, Proper
Instructions shall include instructions received by the Custodian pursuant to
any three-party agreement which requires a segregated asset account in
accordance with Section 2.11. 

6.    Actions Permitted without Express Authority

      The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:

            1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this Contract,
provided that all such payments shall be accounted for to the Fund on behalf of
the Portfolio;

            2) surrender securities in temporary form for securities in
definitive form;

            3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and

            4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of the Portfolio except as otherwise directed
by the Board of Trustees of the Fund.
<PAGE>   26
7.    Evidence of Authority

      The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote of the Board of
Trustees of the Fund as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Trustees pursuant to the Declaration of Trust as described in
such vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary. 

8.    Duties of Custodian with Respect to the Books of Account and Calculation
of Net Asset Value and Net Income

      The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Trustees of the Fund to keep the
books of account of each Portfolio and/or compute the net asset value per share
of the outstanding shares of each Portfolio or, if directed in writing to do so
by the Fund on behalf of the Portfolio, shall itself keep such books of account
and/or compute such net asset value per share. If so directed, the Custodian
shall also calculate daily the net income of the Portfolio as described in the
Fund's currently effective prospectus related to such Portfolio and shall advise
the Fund and the Transfer Agent daily of the total amounts of such net income
and, if instructed in writing by an officer of the Fund to do so, shall advise
the Transfer Agent periodically of the division of such net income among its
various components. The calculations of the net asset value per share and the
daily income of each Portfolio shall be made at the time or times described from
time to time in the Fund's currently effective prospectus related to such
Portfolio.

9.    Records

      The Custodian shall (with respect to each Portfolio) create and maintain
all records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of
<PAGE>   27
the Fund under the Investment Company Act of 1940, with particular attention to
Section 31 thereof and Rules 3la-1 and 3la-2 thereunder. All such records shall
be the property of the Fund and shall at all times during the regular business
hours of the Custodian be open for inspection by duly authorized officers,
employees or agents of the Fund and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.

10.   Opinion of Fund's Independent Accountant

      The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from year to
year favorable opinions from the Fund's independent accountants with respect to
its activities hereunder in connection with the preparation of the Fund's Form
N-1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.

11.   Reports to Fund by Independent Public Accountants.

      The Custodian shall provide the Fund, on behalf of each of the Portfolios
at such times as the Fund may reasonably require, with reports by independent
public accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian under this Contract;
such reports, shall be of sufficient scope and in sufficient detail, as may
reasonably be required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, the reports shall so state.

12.   Compensation of Custodian

      The Custodian shall be entitled to reasonable compensation for
<PAGE>   28
its services and expenses as Custodian, as agreed upon from time to time between
the Fund on behalf of each applicable Portfolio and the Custodian.

13.   Responsibility of Custodian

      So long as and to the extent that it is the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence. It shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the Fund) on
all matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice, provided such counsel is reasonably acceptable
to the Fund. Notwithstanding the foregoing, the responsibility of the Custodian
with respect to redemptions effected by check shall be in accordance with a
separate Agreement entered into between the Custodian and the Fund. The
Custodian shall be liable for the acts or omissions of a foreign banking
institution appointed pursuant to the same extent as set forth in Article 1
hereof with respect to sub-custodians located in the United States (except as
specifically provided in Article 3.10)and, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign securities
depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereof,
the Custodian shall not be liable for any loss, damage, cost, expense, liability
or claim resulting from, or caused by, the direction of or authorization by the
fund to maintain custody or any securities or cash of the Fund in a foreign
country including, but not limited to, losses
<PAGE>   29
resulting from nationalization, expropriation, currency restrictions, or acts of
war or terrorism.

      If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it. 

      If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement)
for the benefit of a Portfolio including the purchase or sale of foreign
exchange or of contracts for foreign exchange or in the event that the Custodian
or its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Portfolio shall be security therefor and
should the Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of such Portfolio's assets to
the extent necessary to obtain reimbursement.

14.   Effective Period, Termination and Amendment

      This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the party, such termination to take effect not sooner than
thirty (30) days after the date of such delivery or mailing; provided, however
that the Custodian shall not with respect to a Portfolio act under Section 2.10
hereof in the absence of receipt
<PAGE>   30
of an initial certificate of the Secretary or an Assistant Secretary that the
Board of Trustees of the Fund has approved the initial use of a particular
Securities System by such Portfolio and the receipt of an annual certificate of
the Secretary or an Assistant Secretary that the Board of Trustees has reviewed
the use by such Portfolio of such Securities System, as required in each case by
Rule 17f-4 under the Investment Company Act of 1940, as amended and that the
Custodian shall not with respect to a Portfolio act under Section 2.10A hereof
in the absence of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has approved the initial use of
the Direct Paper System by such Portfolio and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has reviewed the use by such Portfolio of the Direct Paper System;
provided further, however, that the Fund shall not amend or terminate this
Contract in contravention of any applicable federal or state regulations, or any
provision of the Declaration of Trust, and further provided, that the Fund on
behalf of one or more of the Portfolios may at any time by action of its Board
of Trustees (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately terminate
this Contract in the event of the appointment of a conservator or receiver for
the Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.

      Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.

15.   Successor Custodian

      If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian shall,
upon termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then
<PAGE>   31
held by it hereunder and shall transfer to an account of the successor custodian
all of the securities of each such Portfolio held in a Securities System.

      If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of Trustees
of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.

      In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.

      In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating tot he duties and obligations of the
Custodian shall remain in full force and effect.

16.   Interpretive and Additional Provisions
<PAGE>   32
      In connection with the operation of this Contract, the Custodian and the
Fund on behalf of the Portfolios, may form time to time agree on such provisions
interpretive of or in addition to the provisions of this Contract as may in
their joint opinion be consistent with the general tenor of this Contract. Any
such interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust of the Fund. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract. 17. Additional Funds

      In the event that the Fund establishes one or more series of Shares in
addition to the Aggressive Growth Portfolio, Aggressive Multi-Asset Portfolio,
Convertible Securities Portfolio, Government and Quality Bond Portfolio, Growth
Portfolio, High Yield Portfolio, Money Market Portfolio, Multi-Asset Portfolio,
Natural Resources Portfolio, and Target '98 Portfolio with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.

18.   Massachusetts Law to Apply

      This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.

19.   Prior Contracts

      This Contract supersedes and terminated, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios and the Custodian
relating to the custody of the Fund's assets.
<PAGE>   33
      IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representatives and its
seal to be hereunder affixed as of the 3rd day of August, 1988.





                                    INTEGRATED RESOURCES SERIES TRUST


                                    By: /s/Paul S. Feinberg


ATTEST:

/s/Vickie Riccardo-Markot



                                    STATE STREET BANK AND TRUST COMPANY

                                    By /s/
                                          Executive Vice President



ATTEST:

/s/
Assistant Secretary
<PAGE>   34
                         AMENDMENT TO CUSTODIAN CONTRACT

      Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and Anchor Series Trust (the "Trust").

      WHEREAS, the Custodian and the Trust are parties to a custodian contract
dated August 3, 1988 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Trust; and

      WHEREAS, the Custodian and the Trust desire to amend the terms and
conditions under which the Custodian maintains the Trust's securities and other
non-cash property in the custody of certain foreign sub-custodians in conformity
with the requirements of Rule 17f-5 under the Investment Company Act of 1940, as
amended;

      NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Trust hereby amend the Custodian Contract by the
addition of the following terms and provisions;

      1.    Notwithstanding any provisions to the contrary set forth in the
Custodian Contract, the Custodian may hold securities and other non-cash
property for all of its customers, including the Trust, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to securities and other non-cash property
of the Trust which are maintained in such account shall identify by book-entry
those securities and other non-cash property belonging to the Trust and (ii) the
Custodian shall require that securities and other non-cash property so held by
the foreign sub-custodian be held separately from any assets of the foreign
sub-custodian or of others.
<PAGE>   35
      2.    Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.

      IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed as a sealed instrument in its name and behalf by its duly authorized
representative this 20th day of May, 1996.

                                    ANCHOR SERIES TRUST


                                    By:/s/Robert M. Zakem
                                    Robert M. Zakem
                                    Title: Secretary


                                    STATE STREET BANK AND TRUST COMPANY

                                          By:/s/

                                          Title:

<PAGE>   1
February 27, 1997


Anchor Series Trust
The SunAmerica Center
733 Third Avenue
New York, NY  10017-3204

Ladies and Gentlemen:

      This opinion is being furnished in connection with the filing by Anchor
Series Trust (the "Trust"), a Massachusetts business trust, of Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A (the "Amendment")
which definitely registers 1,494,634 shares of beneficial interest, $.01 par
value (the "Shares").

      I am familiar with the proceedings taken by the Trust in connection with
the authorization, issuance and sale of the Shares. In addition, I have examined
the Trust's Declaration of Trust, its By-Laws and such other documents that have
been deemed relevant to the matters referred to in this opinion.

      Based upon the foregoing, I am of the opinion that the Shares registered
by the Amendment are legally issued, fully paid and nonassessable shares of
beneficial interest of the Trust.

      I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Amendment of the Trust, and to the
filing of this opinion under the securities laws of any state.

                                    Very truly yours,

                                    SunAmerica Asset Management Corp.



                                    By:/s/Robert M. Zakem
                                         Robert M. Zakem
                                         Senior Vice President and
                                            General Counsel

<PAGE>   1
CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 27 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
February 13, 1997, relating to the financial statements and financial highlights
of Anchor Series Trust, which appears in such Statement of Additional
Information. We also consent to the references to us under the heading
"Independent Accountants" in such Statement of Additional Information and to the
references to us under the headings "Financial Highlights" and "Reports and
Independent Accountants" in such Prospectus.

/s/Price Waterhouse
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York
February 24, 1997


<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 01
   <NAME> ANCHOR SERIES TRUST MONEY MARKET PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       74,148,151
<INVESTMENTS-AT-VALUE>                      74,148,151
<RECEIVABLES>                                  442,885
<ASSETS-OTHER>                                  20,440
<OTHER-ITEMS-ASSETS>                             8,792
<TOTAL-ASSETS>                              74,620,268
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      619,615
<TOTAL-LIABILITIES>                            619,615
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    74,000,653
<SHARES-COMMON-STOCK>                       74,000,653
<SHARES-COMMON-PRIOR>                       93,691,683
<ACCUMULATED-NII-CURRENT>                        2,155
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (2,155)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                74,000,653
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            4,727,875
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (502,456)
<NET-INVESTMENT-INCOME>                      4,225,419
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        4,225,419
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (4,225,419)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    159,314,533
<NUMBER-OF-SHARES-REDEEMED>              (183,230,982)
<SHARES-REINVESTED>                          4,225,419
<NET-CHANGE-IN-ASSETS>                    (19,691,030)
<ACCUMULATED-NII-PRIOR>                            721
<ACCUMULATED-GAINS-PRIOR>                        (721)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          432,146
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                502,456
<AVERAGE-NET-ASSETS>                        86,429,130
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   0.05
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                       (0.05)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    0.6
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 02
   <NAME> ANCHOR SERIES TRUST GOVERNMENT & QUALITY BOND PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      229,751,650
<INVESTMENTS-AT-VALUE>                     228,707,070
<RECEIVABLES>                                3,421,573
<ASSETS-OTHER>                                  46,678
<OTHER-ITEMS-ASSETS>                             3,442
<TOTAL-ASSETS>                             232,178,763
<PAYABLE-FOR-SECURITIES>                    10,062,500
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      513,186
<TOTAL-LIABILITIES>                         10,575,686
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   208,048,632
<SHARES-COMMON-STOCK>                       16,209,760
<SHARES-COMMON-PRIOR>                       15,853,025
<ACCUMULATED-NII-CURRENT>                   13,956,938
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        642,087
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                   (1,044,580)
<NET-ASSETS>                               221,603,077
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                           15,640,194
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (1,599,112)
<NET-INVESTMENT-INCOME>                     14,041,082
<REALIZED-GAINS-CURRENT>                       585,700
<APPREC-INCREASE-CURRENT>                  (7,904,999)
<NET-CHANGE-FROM-OPS>                        6,721,783
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                 (14,120,000)
<DISTRIBUTIONS-OF-GAINS>                     (460,000)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      7,327,912
<NUMBER-OF-SHARES-REDEEMED>                (8,086,708)
<SHARES-REINVESTED>                          1,115,532
<NET-CHANGE-IN-ASSETS>                     (3,975,651)
<ACCUMULATED-NII-PRIOR>                     14,101,885
<ACCUMULATED-GAINS-PRIOR>                      450,358
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,392,653
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,599,112
<AVERAGE-NET-ASSETS>                       224,809,165
<PER-SHARE-NAV-BEGIN>                            14.23
<PER-SHARE-NII>                                   0.87
<PER-SHARE-GAIN-APPREC>                         (0.50)
<PER-SHARE-DIVIDEND>                            (0.90)
<PER-SHARE-DISTRIBUTIONS>                       (0.03)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.67
<EXPENSE-RATIO>                                    0.7
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 03
   <NAME> ANCHOR SERIES TRUST FIXED INCOME PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       22,396,148
<INVESTMENTS-AT-VALUE>                      22,353,212
<RECEIVABLES>                                  955,702
<ASSETS-OTHER>                                   8,853
<OTHER-ITEMS-ASSETS>                             1,535
<TOTAL-ASSETS>                              23,319,302
<PAYABLE-FOR-SECURITIES>                       522,006
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       54,294
<TOTAL-LIABILITIES>                            576,300
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    23,175,000
<SHARES-COMMON-STOCK>                        1,709,571
<SHARES-COMMON-PRIOR>                        1,976,278
<ACCUMULATED-NII-CURRENT>                    1,661,104
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (2,050,166)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (42,936)
<NET-ASSETS>                                22,743,002
<DIVIDEND-INCOME>                                  209
<INTEREST-INCOME>                            1,858,312
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 202,742
<NET-INVESTMENT-INCOME>                      1,655,779
<REALIZED-GAINS-CURRENT>                       462,470
<APPREC-INCREASE-CURRENT>                  (1,654,211)
<NET-CHANGE-FROM-OPS>                          464,038
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (1,900,000)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        171,519
<NUMBER-OF-SHARES-REDEEMED>                  (587,362)
<SHARES-REINVESTED>                            149,137
<NET-CHANGE-IN-ASSETS>                     (5,231,800)
<ACCUMULATED-NII-PRIOR>                      1,886,024
<ACCUMULATED-GAINS-PRIOR>                  (2,612,922)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          152,430
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                202,742
<AVERAGE-NET-ASSETS>                        24,388,805
<PER-SHARE-NAV-BEGIN>                            14.16
<PER-SHARE-NII>                                    .93
<PER-SHARE-GAIN-APPREC>                          (.64)
<PER-SHARE-DIVIDEND>                             (.29)
<PER-SHARE-DISTRIBUTIONS>                       (1.15)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.30
<EXPENSE-RATIO>                                    .80
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 04
   <NAME> ANCHOR SERIES TRUST GROWTH PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      286,906,310
<INVESTMENTS-AT-VALUE>                     366,723,213
<RECEIVABLES>                                1,465,722
<ASSETS-OTHER>                                  46,958
<OTHER-ITEMS-ASSETS>                             1,118
<TOTAL-ASSETS>                             368,237,011
<PAYABLE-FOR-SECURITIES>                       493,771
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,140,913
<TOTAL-LIABILITIES>                          1,634,684
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   238,848,041
<SHARES-COMMON-STOCK>                       15,805,435
<SHARES-COMMON-PRIOR>                       15,804,750
<ACCUMULATED-NII-CURRENT>                    3,059,640
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     44,877,743
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    79,816,903
<NET-ASSETS>                               366,602,327
<DIVIDEND-INCOME>                            5,281,153
<INTEREST-INCOME>                              439,259
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (2,640,963)
<NET-INVESTMENT-INCOME>                      3,079,449
<REALIZED-GAINS-CURRENT>                    44,948,751
<APPREC-INCREASE-CURRENT>                   24,747,361
<NET-CHANGE-FROM-OPS>                       72,775,561
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (1,545,000)
<DISTRIBUTIONS-OF-GAINS>                  (13,940,000)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      8,416,003
<NUMBER-OF-SHARES-REDEEMED>                (9,155,873)
<SHARES-REINVESTED>                            740,555
<NET-CHANGE-IN-ASSETS>                      58,744,883
<ACCUMULATED-NII-PRIOR>                      1,525,191
<ACCUMULATED-GAINS-PRIOR>                   13,868,992
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        2,393,836
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              2,640,963
<AVERAGE-NET-ASSETS>                       326,864,553
<PER-SHARE-NAV-BEGIN>                            19.48
<PER-SHARE-NII>                                    .20
<PER-SHARE-GAIN-APPREC>                           4.57
<PER-SHARE-DIVIDEND>                             (.11)
<PER-SHARE-DISTRIBUTIONS>                        (.95)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              23.19
<EXPENSE-RATIO>                                    .80
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 05
   <NAME> ANCHOR SERIES TRUST HIGH YIELD PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       43,198,797
<INVESTMENTS-AT-VALUE>                      44,636,074
<RECEIVABLES>                                1,093,055
<ASSETS-OTHER>                                   9,921
<OTHER-ITEMS-ASSETS>                             4,238
<TOTAL-ASSETS>                              45,743,288
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       56,568
<TOTAL-LIABILITIES>                             56,568
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    54,340,529
<SHARES-COMMON-STOCK>                        5,450,139
<SHARES-COMMON-PRIOR>                        5,618,366
<ACCUMULATED-NII-CURRENT>                    4,006,818
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (14,097,904)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,437,277
<NET-ASSETS>                                45,686,720
<DIVIDEND-INCOME>                               31,095
<INTEREST-INCOME>                            4,284,747
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (382,167)
<NET-INVESTMENT-INCOME>                      3,933,675
<REALIZED-GAINS-CURRENT>                       696,575
<APPREC-INCREASE-CURRENT>                      392,992
<NET-CHANGE-FROM-OPS>                        5,023,242
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (4,670,000)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,270,396
<NUMBER-OF-SHARES-REDEEMED>                (4,025,306)
<SHARES-REINVESTED>                            586,683
<NET-CHANGE-IN-ASSETS>                     (1,130,018)
<ACCUMULATED-NII-PRIOR>                      4,658,768
<ACCUMULATED-GAINS-PRIOR>                 (14,710,104)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          313,621
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                382,167
<AVERAGE-NET-ASSETS>                        44,802,930
<PER-SHARE-NAV-BEGIN>                             8.33
<PER-SHARE-NII>                                   0.74
<PER-SHARE-GAIN-APPREC>                           0.19
<PER-SHARE-DIVIDEND>                            (0.88)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.38
<EXPENSE-RATIO>                                    0.9
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 06
   <NAME> ANCHOR SERIES TRUST STRATEGIC MULTI ASSET
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       48,680,589
<INVESTMENTS-AT-VALUE>                      57,467,254
<RECEIVABLES>                                  760,668
<ASSETS-OTHER>                                  14,787
<OTHER-ITEMS-ASSETS>                           203,315
<TOTAL-ASSETS>                              58,446,024
<PAYABLE-FOR-SECURITIES>                       275,590
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      426,200
<TOTAL-LIABILITIES>                            701,790
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    38,286,430
<SHARES-COMMON-STOCK>                        4,732,870
<SHARES-COMMON-PRIOR>                        5,435,876
<ACCUMULATED-NII-CURRENT>                    1,252,720
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      9,417,996
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     8,787,088
<NET-ASSETS>                                57,744,234
<DIVIDEND-INCOME>                              699,655
<INTEREST-INCOME>                            1,321,229
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (811,961)
<NET-INVESTMENT-INCOME>                      1,208,923
<REALIZED-GAINS-CURRENT>                     9,514,998
<APPREC-INCREASE-CURRENT>                  (2,439,826)
<NET-CHANGE-FROM-OPS>                        8,284,095
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (1,800,000)
<DISTRIBUTIONS-OF-GAINS>                   (3,785,000)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        366,240
<NUMBER-OF-SHARES-REDEEMED>                (1,560,019)
<SHARES-REINVESTED>                            490,773
<NET-CHANGE-IN-ASSETS>                     (6,281,626)
<ACCUMULATED-NII-PRIOR>                      1,761,777
<ACCUMULATED-GAINS-PRIOR>                    3,768,451
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          597,679
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                811,961
<AVERAGE-NET-ASSETS>                        59,767,850
<PER-SHARE-NAV-BEGIN>                            11.78
<PER-SHARE-NII>                                    .25
<PER-SHARE-GAIN-APPREC>                           1.41
<PER-SHARE-DIVIDEND>                             (.40)
<PER-SHARE-DISTRIBUTIONS>                        (.84)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.20
<EXPENSE-RATIO>                                   1.40
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 07
   <NAME> ANCHOR SERIES TRUST MULTI-ASSET PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      127,535,481
<INVESTMENTS-AT-VALUE>                     155,145,924
<RECEIVABLES>                                2,070,380
<ASSETS-OTHER>                                  31,487
<OTHER-ITEMS-ASSETS>                             4,144
<TOTAL-ASSETS>                             157,251,935
<PAYABLE-FOR-SECURITIES>                     6,287,450
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      345,624
<TOTAL-LIABILITIES>                          6,633,074
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    98,704,640
<SHARES-COMMON-STOCK>                       11,282,314
<SHARES-COMMON-PRIOR>                       12,901,232
<ACCUMULATED-NII-CURRENT>                    4,119,739
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     20,184,053
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    27,610,429
<NET-ASSETS>                               150,618,861
<DIVIDEND-INCOME>                            1,744,009
<INTEREST-INCOME>                            4,043,217
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (1,713,573)
<NET-INVESTMENT-INCOME>                      4,073,653
<REALIZED-GAINS-CURRENT>                    20,265,901
<APPREC-INCREASE-CURRENT>                  (4,163,256)
<NET-CHANGE-FROM-OPS>                       20,176,298
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (5,330,000)
<DISTRIBUTIONS-OF-GAINS>                   (9,825,000)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        874,874
<NUMBER-OF-SHARES-REDEEMED>                (3,714,000)
<SHARES-REINVESTED>                          1,220,209
<NET-CHANGE-IN-ASSETS>                    (17,623,947)
<ACCUMULATED-NII-PRIOR>                      5,315,320
<ACCUMULATED-GAINS-PRIOR>                    9,803,919
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,569,359
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,713,573
<AVERAGE-NET-ASSETS>                       156,935,941
<PER-SHARE-NAV-BEGIN>                            13.04
<PER-SHARE-NII>                                   0.35
<PER-SHARE-GAIN-APPREC>                           1.36
<PER-SHARE-DIVIDEND>                            (0.49)
<PER-SHARE-DISTRIBUTIONS>                       (0.91)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.35
<EXPENSE-RATIO>                                    1.1
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 08
   <NAME> ANCHOR SERIES TRUST CAPITAL APPRECIATION
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      467,039,212
<INVESTMENTS-AT-VALUE>                     565,148,710
<RECEIVABLES>                                5,024,012
<ASSETS-OTHER>                                  24,787
<OTHER-ITEMS-ASSETS>                             1,690
<TOTAL-ASSETS>                             570,199,199
<PAYABLE-FOR-SECURITIES>                       388,357
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    2,138,537
<TOTAL-LIABILITIES>                          2,526,894
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   404,985,218
<SHARES-COMMON-STOCK>                       20,275,261
<SHARES-COMMON-PRIOR>                       15,340,737
<ACCUMULATED-NII-CURRENT>                    1,034,306
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     63,149,761
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    98,503,020
<NET-ASSETS>                               567,672,305
<DIVIDEND-INCOME>                            1,885,834
<INTEREST-INCOME>                            2,543,392
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (3,379,579)
<NET-INVESTMENT-INCOME>                      1,049,647
<REALIZED-GAINS-CURRENT>                    63,235,206
<APPREC-INCREASE-CURRENT>                   30,178,399
<NET-CHANGE-FROM-OPS>                       94,463,252
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (935,000)
<DISTRIBUTIONS-OF-GAINS>                  (16,280,000)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     19,407,178
<NUMBER-OF-SHARES-REDEEMED>               (15,116,927)
<SHARES-REINVESTED>                            644,274
<NET-CHANGE-IN-ASSETS>                     211,454,266
<ACCUMULATED-NII-PRIOR>                        918,755
<ACCUMULATED-GAINS-PRIOR>                   16,195,459
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        3,030,849
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              3,379,579
<AVERAGE-NET-ASSETS>                       453,306,539
<PER-SHARE-NAV-BEGIN>                            23.22
<PER-SHARE-NII>                                    .06
<PER-SHARE-GAIN-APPREC>                           5.73
<PER-SHARE-DIVIDEND>                             (.06)
<PER-SHARE-DISTRIBUTIONS>                        (.95)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              28.00
<EXPENSE-RATIO>                                     .8
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 09
   <NAME> ANCHOR SERIES TRUST GROWTH AND INCOME PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       29,771,966
<INVESTMENTS-AT-VALUE>                      33,784,516
<RECEIVABLES>                                  123,696
<ASSETS-OTHER>                                   3,965
<OTHER-ITEMS-ASSETS>                             2,535
<TOTAL-ASSETS>                              33,914,712
<PAYABLE-FOR-SECURITIES>                       376,860
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       72,579
<TOTAL-LIABILITIES>                            449,439
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    28,676,058
<SHARES-COMMON-STOCK>                        2,462,811
<SHARES-COMMON-PRIOR>                        2,665,182
<ACCUMULATED-NII-CURRENT>                      857,047
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (80,382)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,012,550
<NET-ASSETS>                                33,465,273
<DIVIDEND-INCOME>                              742,030
<INTEREST-INCOME>                              326,241
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (270,484)
<NET-INVESTMENT-INCOME>                        797,787
<REALIZED-GAINS-CURRENT>                     1,459,904
<APPREC-INCREASE-CURRENT>                    3,455,756
<NET-CHANGE-FROM-OPS>                        5,713,447
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (1,745,000)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        574,026
<NUMBER-OF-SHARES-REDEEMED>                  (916,670)
<SHARES-REINVESTED>                            140,273
<NET-CHANGE-IN-ASSETS>                       1,457,000
<ACCUMULATED-NII-PRIOR>                      1,734,211
<ACCUMULATED-GAINS-PRIOR>                  (1,470,237)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          220,009
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                270,484
<AVERAGE-NET-ASSETS>                        31,429,880
<PER-SHARE-NAV-BEGIN>                            12.01
<PER-SHARE-NII>                                   0.33
<PER-SHARE-GAIN-APPREC>                           2.02
<PER-SHARE-DIVIDEND>                            (0.77)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.59
<EXPENSE-RATIO>                                    0.9
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 10
   <NAME> ANCHOR SERIES TRUST FOREIGN SECURITIES PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       45,543,793
<INVESTMENTS-AT-VALUE>                      48,116,783
<RECEIVABLES>                                  402,382
<ASSETS-OTHER>                                   4,841
<OTHER-ITEMS-ASSETS>                           214,028
<TOTAL-ASSETS>                              48,738,034
<PAYABLE-FOR-SECURITIES>                        25,613
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      676,732
<TOTAL-LIABILITIES>                            702,345
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    40,682,830
<SHARES-COMMON-STOCK>                        3,712,348
<SHARES-COMMON-PRIOR>                        4,537,636
<ACCUMULATED-NII-CURRENT>                      969,165
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      3,770,149
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     2,613,545
<NET-ASSETS>                                48,035,689
<DIVIDEND-INCOME>                            1,098,288
<INTEREST-INCOME>                              230,356
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (718,998)
<NET-INVESTMENT-INCOME>                        609,646
<REALIZED-GAINS-CURRENT>                     6,486,748
<APPREC-INCREASE-CURRENT>                  (1,615,167)
<NET-CHANGE-FROM-OPS>                        5,481,227
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (810,000)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,828,894
<NUMBER-OF-SHARES-REDEEMED>                (2,721,124)
<SHARES-REINVESTED>                             66,942
<NET-CHANGE-IN-ASSETS>                     (5,573,774)
<ACCUMULATED-NII-PRIOR>                        738,683
<ACCUMULATED-GAINS-PRIOR>                  (2,288,863)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          473,257
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                718,998
<AVERAGE-NET-ASSETS>                        52,584,160
<PER-SHARE-NAV-BEGIN>                            11.81
<PER-SHARE-NII>                                   0.15
<PER-SHARE-GAIN-APPREC>                           1.19
<PER-SHARE-DIVIDEND>                            (0.21)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.94
<EXPENSE-RATIO>                                    1.4
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 11
   <NAME> ANCHOR SERIES TRUST NATURAL RESOURCES PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       40,534,737
<INVESTMENTS-AT-VALUE>                      45,270,559
<RECEIVABLES>                                  285,744
<ASSETS-OTHER>                                   3,025
<OTHER-ITEMS-ASSETS>                             2,818
<TOTAL-ASSETS>                              45,562,146
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      232,945
<TOTAL-LIABILITIES>                            232,945
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    37,003,652
<SHARES-COMMON-STOCK>                        2,687,538
<SHARES-COMMON-PRIOR>                        1,914,023
<ACCUMULATED-NII-CURRENT>                      525,994
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      3,063,976
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,735,579
<NET-ASSETS>                                45,329,201
<DIVIDEND-INCOME>                              722,057
<INTEREST-INCOME>                              194,464
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (377,218)
<NET-INVESTMENT-INCOME>                        539,303
<REALIZED-GAINS-CURRENT>                     3,315,883
<APPREC-INCREASE-CURRENT>                      900,518
<NET-CHANGE-FROM-OPS>                        4,755,704
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (340,000)
<DISTRIBUTIONS-OF-GAINS>                     (585,000)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,907,359
<NUMBER-OF-SHARES-REDEEMED>                (2,192,057)
<SHARES-REINVESTED>                             58,213
<NET-CHANGE-IN-ASSETS>                      16,387,830
<ACCUMULATED-NII-PRIOR>                        325,546
<ACCUMULATED-GAINS-PRIOR>                      334,238
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          302,086
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                377,218
<AVERAGE-NET-ASSETS>                        40,278,183
<PER-SHARE-NAV-BEGIN>                            15.12
<PER-SHARE-NII>                                   0.22
<PER-SHARE-GAIN-APPREC>                           1.89
<PER-SHARE-DIVIDEND>                            (0.13)
<PER-SHARE-DISTRIBUTIONS>                       (0.23)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.87
<EXPENSE-RATIO>                                    0.9
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000726735
<NAME> ANCHOR SERIES TRUST
<SERIES>
   <NUMBER> 12
   <NAME> ANCHOR SERIES TRUST TARGET '98
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        9,900,629
<INVESTMENTS-AT-VALUE>                      10,166,642
<RECEIVABLES>                                   21,537
<ASSETS-OTHER>                                     966
<OTHER-ITEMS-ASSETS>                             3,780
<TOTAL-ASSETS>                              10,192,925
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       21,384
<TOTAL-LIABILITIES>                             21,384
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     9,342,136
<SHARES-COMMON-STOCK>                          871,510
<SHARES-COMMON-PRIOR>                        1,010,380
<ACCUMULATED-NII-CURRENT>                      816,095
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (252,703)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       266,013
<NET-ASSETS>                                10,171,541
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              855,740
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (101,368)
<NET-INVESTMENT-INCOME>                        754,372
<REALIZED-GAINS-CURRENT>                        70,306
<APPREC-INCREASE-CURRENT>                    (419,896)
<NET-CHANGE-FROM-OPS>                          404,782
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (1,210,000)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         80,381
<NUMBER-OF-SHARES-REDEEMED>                  (325,577)
<SHARES-REINVESTED>                            106,327
<NET-CHANGE-IN-ASSETS>                     (2,602,644)
<ACCUMULATED-NII-PRIOR>                      1,203,164
<ACCUMULATED-GAINS-PRIOR>                    (254,450)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           72,086
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                101,368
<AVERAGE-NET-ASSETS>                        11,533,785
<PER-SHARE-NAV-BEGIN>                            12.64
<PER-SHARE-NII>                                    .81
<PER-SHARE-GAIN-APPREC>                          (.37)
<PER-SHARE-DIVIDEND>                            (1.41)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.67
<EXPENSE-RATIO>                                    .90
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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