VARIABLE INVESTORS SERIES TRUST /MA/
485BPOS, 1996-04-26
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                           Registration Nos. 33-11182
================================================================================
                                                                        811-4969
================================================================================

                       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.  16                                  [ X ]
                                    ----
    

                                          and/or

   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
        Amendment No. 19                                                  [ X ]
                     ---

                 VARIABLE INVESTORS SERIES TRUST (Exact Name of Registrant as
                      specified in charter )

        10 Post Office Square - 12th Floor
        Boston, Massachusetts
                                                                       02109
      ------------------------------                                  -------
   (Address of Principal Executive Offices)                          (Zip Code)

Registrant's Telephone Number, Including Area Code:              (617) 457-6700

                               Arnold R. Bergman
                                   Secretary
                        Variable Investors Series Trust
                       10 Post Office Square - 12th Floor
                          Boston, Massachusetts 02109
    

                    (Name and Address of Agent for Service)


                                    Copy to:

                          Raymond A. O'Hara III, Esq.
                       Blazzard, Grodd & Hasenauer, P.C.
                                 P.O. Box 5108
                               Westport, CT 06881
                                 (203) 226-7866

It is proposed that this filing will become effective:

            immediately upon filing pursuant to paragraph (b)
        ---
         X  on May 1, 1996 pursuant to paragraph (b)
        ---
            60 days after filing pursuant to paragraph (a) (1)
        ---
            on (date) pursuant to paragraph (a)(1)
        ---
            75 days after filing pursuant to paragraph (a)(2)
        ---
            on (date) pursuant to paragraph (a)(2) of rule 485.
        ---
 
                                      1
<PAGE>


If appropriate, check the following box:

                    this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

   
Registrant has declared that it has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to the Investment Company
Act Rule 24f-2 and the Rule 24f-2 Notice for Registrant's fiscal year 1995 was
filed on February 26, 1996. 
    


                                       2
<PAGE>


                             VARIABLE INVESTORS SERIES TRUST
                                  CROSS REFERENCE SHEET
                               (as required by Rule 404(c))

<TABLE>
<CAPTION>

Item No. in
Form N-1A                                                      Location
- ----------                                                 ----------------

PART A
- -------
<S>            <C>                                        <C>
Item 1.        Cover Page.................................Cover Page

Item 2.        Synopsis ..................................Summary

Item 3.        Condensed Financial Information............The Trust's Financial History; Financial
               ...........................................Highlights

Item 4.        General Description of Registrant..........Cover Page; The Trust; Investment
               ...........................................Objectives and Policies of the
               ...........................................Portfolios; Policies and Techniques
               ...........................................Applicable to All Portfolios;
               ...........................................Additional Information

Item 5.        Management of the Fund.....................Management of the Trust;
               ...........................................Additional Information

Item 6.        Capital Stock and Other Securities.........Sales and Redemptions; Net
               ...........................................Asset Value; Tax Status, Dividends
               ...........................................and Distributions; Additional
               ...........................................Information

Item 7.        Purchase of Securities Being Offered.......The Trust; Net Asset Value; Sales
and            ...........................................Redemptions

Item 8.        Redemption or Repurchase...................Sales and Redemptions; Net Asset
               ...........................................Value

Item 9.        Pending Legal Proceedings..................Not Applicable

</TABLE>

<TABLE>
<CAPTION>


PART B
- ------
<S>            <C>                                                 <C>
Item 10.       Cover Page..........................................Cover Page

Item 11.       Table of Contents...................................Cover Page

Item 12.       General Information and History.....................Not Applicable

Item 13.       Investment Objectives and Policies..................Investment Objectives and Policies
               ....................................................of the Trust; Investment Restrictions;
               ....................................................Portfolio Turnover

Item 14.       Management of the Fund..............................Management of the Trust

Item 15.       Control Persons and Principal Holders of Securities.Management of the Trust

Item 16.       Investment Advisory and Other Services..............Management of the Trust;
               ....................................................Independent Auditors; Custodian

                                       3
<PAGE>

PART B
- ------
Item 17.       Brokerage Allocation................................Management of the Trust
                                                                   (Brokerage and Research Services)

Item 18.       Capital Stock and Other Securities..................Sales and Redemptions; Net Asset Value;
               ....................................................Tax Status, Dividends and
               ....................................................Distributions; Organization and
               ....................................................Capitalization; Additional Information

Item 19.       Purchase, Redemption and Pricing of
                     Securities Being Offered......................Determination of Net Asset
               ....................................................Value; Sales and Redemptions

Item 20.       Tax Status..........................................Taxes; Dividends and Distributions

Item 21.       Underwriters........................................Not Applicable

Item 22.       Calculations of Yield Quotations of Money Market    Performance Information
                    Funds

Item 23.       Financial Statements................................Financial Statements
</TABLE>

PART C
- ------

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

                                       4
<PAGE>


                                     PART A

                                       5
<PAGE>



                          VARIABLE INVESTORS SERIES TRUST
                                    PROSPECTUS

   
                                                                      May 1,1996
    

                                 Table of Contents
Summary
The Trust
The Trust's Financial History
Investment Objectives and Policies of the Portfolios
Policies and Techniques Applicable to All Portfolios
Management of the Trust
Sales and Redemptions
Net Asset Value
Performance Information
Tax Status, Dividends, and Distributions
Additional Information

         Variable Investors Series Trust (the "Trust") is an open-end, series
management investment company which currently offers shares of beneficial
interest of nine series (the "Portfolios"), each of which represents the entire
interest in a separate portfolio of investments. The Portfolios are: the Cash
Management Portfolio, the U.S. Government Bond Portfolio, the High Income Bond
Portfolio, the Multiple Strategies Portfolio, the Tilt Utility Portfolio
(formerly the Equity Income Portfolio), the Common Stock Portfolio, the World
Equity Portfolio, the Small Cap Portfolio and the Growth & Income Portfolio.

   
         This Prospectus sets forth concisely the information about the Trust
that a prospective investor should know before purchasing shares of the Trust
through certain variable annuity contracts and variable life insurance policies
offered by participating insurance companies. Please read it carefully and
retain it for future reference. A Statement of Additional Information dated May
1, 1996 is available without charge upon request and may be obtained by calling
First Variable Advisory Services Corp. at (800) 228-1035. The Statement of
Additional Information, which is incorporated by reference into this Prospectus,
has been filed with the Securities and Exchange Commission. The mailing address
of the Trust is 10 Post Office Square, Boston, Massachusetts 02109.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         An investment in the Cash Management Portfolio is neither insured nor
guaranteed by the U.S. Government, and there can be no assurance that the Cash
Management Portfolio will be able to maintain a stable net asset value of $1.00
per share. The High Income Bond Portfolio invests primarily in high yield,
higher-risk securities and therefore may not be suitable for all investors.

SHARES OF THE PORTFOLIOS ARE AVAILABLE AND ARE BEING MARKETED EXCLUSIVELY AS A
POOLED FUNDING VEHICLE FOR LIFE INSURANCE COMPANIES WRITING VARIABLE LIFE
INSURANCE POLICIES AND VARIABLE ANNUITY CONTRACTS.


                                       6
<PAGE>

                                     SUMMARY
The Trust

   
         The Trust is an open-end series management investment company which is
currently offering shares of nine Portfolios, each of which has distinct
investment objectives and policies. See Investment Objectives and Policies of
the Portfolios. Additional Portfolios may be added to the Trust in the future.
This Prospectus will be supplemented to reflect the addition of new Portfolios.
The investment objectives and policies of each Portfolio may, unless otherwise
specifically stated, be changed by the Board of Trustees of the Trust without a
vote of the shareholders.     

Investment Adviser and Sub-Advisers

         Subject to the authority of the Board of Trustees of the Trust, First
Variable Advisory Services Corp. ("Adviser") serves as the Trust's investment
adviser and has responsibility for the overall management of the investment
strategies and policies of the Portfolios. Adviser has engaged Sub-Advisers for
each Portfolio to make investment decisions and place orders. The Sub-Advisers
for the Portfolios are:

   
 Portfolio                         Sub-Adviser
 ---------                         -----------
 Cash Management Portfolio         Federated Investment Counseling
 High Income Bond Portfolio        Federated Investment Counseling
 Multiple Strategies Portfolio     Value Line, Inc.
 Common Stock Portfolio            Value Line, Inc.
 U.S Government Bond Portfolio     Strong Capital Management, Inc.
 Tilt Utility Portfolio            State Street Global Advisors, a division of
                                   State Street Bank and Trust Company
 World Equity Portfolio            Keystone Investment Management Co.
 Small Cap Portfolio               Pilgrim Baxter & Associates, Ltd.
 Growth & Income Portfolio         Warburg, Pincus Counsellors, Inc.
    

         Prior to April 1, 1994, INVESCO Capital Management, Inc. had acted as
investment adviser to all Portfolios of the Trust.

         For additional information concerning the Adviser and the Sub-Advisers,
including a description of advisory and sub-advisory fees, see Management of the
Trust.

The Portfolios

   Cash Management Portfolio. The Cash Management Portfolio seeks to preserve
shareholder capital, to maintain liquidity, and to achieve maximum income
consistent with the foregoing objectives by investing exclusively in a
diversified portfolio of short-term money market securities. 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.

   U.S. Government Bond Portfolio. The U.S. Government Bond Portfolio
seeks current income and preservation of capital through investment primarily in
securities issued or guaranteed as to principal and interest by the U.S.
Government or by its agencies, authorities, or instrumentalities.

   High Income Bond Portfolio. The High Income Bond Portfolio seeks to obtain as
high a level of current income as is believed to be consistent with prudent
investment management. As a secondary objective, the High Income Bond Portfolio
seeks capital appreciation when consistent with its primary objective. The
Portfolio seeks to achieve its investment objectives by investing primarily in
fixed-income securities rated lower than A. Many of the high yield securities in
which the Portfolio may invest are commonly referred to as "junk bonds". For
special risks involved with investing in such securities (including, among
others, risks of default and illiquidity) see Investment Objectives and Policies
of the Portfolios-High Income Bond Portfolio.

                                       7
<PAGE>

   Multiple Strategies Portfolio. The Multiple Strategies Portfolio seeks to
achieve as high a level of total return over an extended period of time as the
Adviser and Sub-Adviser consider consistent with prudent investment risk. Total
return consists of current income including dividends, interest, and discount
accruals, plus capital appreciation, less capital depreciation. The Multiple
Strategies Portfolio will invest in equity securities, bonds, and money market
instruments in varying proportions, depending upon the Sub-Adviser's assessment
of prevailing economic conditions and conditions in the financial markets.

   Tilt Utility Portfolio. The investment objective of the Tilt Utility
Portfolio is capital appreciation and current income. The Portfolio will seek to
achieve its investment objective by investing in a diversified portfolio of
common stock and income securities issued by companies engaged in the utilities
industry ("Utility Securities"). Companies engaged in the utilities industry
include those engaged in the production, transmission, or distribution of
electric energy, gas, telecommunications services or the provision of other
utility or utility related goods or services. Under normal market conditions, at
least 80% of the Portfolio's assets will be invested in Utility Securities and
up to 20% of its assets may be invested in other than Utility Securities,
including common stock and income securities of issuers not engaged in the
utilities industry, cash and money market instruments. (Until April 1, 1994, the
Tilt Utility Portfolio was known as the Equity Income Portfolio and had a
different investment objective).

   Common Stock Portfolio. The Common Stock Portfolio seeks capital growth by
investing primarily in a diversified portfolio of common stocks and securities
convertible into or exchangeable for common stock, including convertible
preferred stock, convertible debentures, warrants, and options. As a secondary
objective, the Common Stock Portfolio may seek current income when consistent
with its primary investment objective.

   World Equity Portfolio. The World Equity Portfolio seeks maximum long-term
total return by investing primarily in common stocks, and securities convertible
into common stocks, traded in securities markets located around the world,
including the United States. Total return consists of current income, including
dividends, interest, and discount accruals, plus capital appreciation less
capital depreciation, and includes return from changes in the value of the U.S.
dollar compared to the value of the foreign currency in which a security is
denominated, as well as return from the security itself.

   Growth & Income Portfolio. The Growth & Income Portfolio's investment
objectives are to provide growth of capital and income. The Portfolio seeks to
achieve its objectives by investing in equity securities, fixed income
securities and money market instruments. The portion of the Portfolio invested
at any given time in each of these asset classes will vary depending on market
conditions, and there may be extended periods when the Portfolio is primarily
invested in one of them. In addition, the amount of income derived from the
Portfolio will fluctuate depending on the composition of the Portfolio's
holdings and will tend to be lower when a higher portion of the Portfolio is
invested in equity securities. The Portfolio may also purchase without
limitation dollar-denominated American Depository Receipts ("ADRs"). ADRs are
issued by domestic banks and evidence ownership of underlying foreign
securities.

   Small Cap Portfolio. The Small Cap Portfolio seeks capital appreciation. The
Portfolio will invest, under normal conditions, at least 65% of its total assets
in securities of companies with small capitalizations (market capitalizations or
annual revenues under $1 billion at the time of purchase).

        All of the Portfolios may invest in types of securities or use
investment techniques that may involve certain special considerations and risks,
as described below under Investment Objectives and Policies of the Portfolios
and Policies and Techniques Applicable to All Portfolios. In particular, the
High Income Bond Portfolio and the Tilt Utility Portfolio may invest in
securities which are considered to be of poor standing and are predominantly
speculative. Such securities may be subject to greater market fluctuations and
risk of loss of income and principal than lower yielding, higher rated
fixed-income securities.

         Investments by the World Equity Portfolio and certain of the other
Portfolios in foreign securities may be affected by adverse political,
diplomatic, and economic developments, changes in

                                       8
<PAGE>


foreign currency exchange rates, taxes or other assessments imposed on
distributions with respect to those investments, and other factors affecting
foreign investments generally.


         The Small Cap Portfolio, the World Equity Portfolio, and certain of the
other Portfolios may invest in stocks and convertible securities that are traded
in the over-the-counter market, which may not be as liquid as exchange-listed
stocks. In addition, the Small Cap Portfolio, the World Equity Portfolio, and
certain of the other Portfolios may invest in securities of small capitalization
companies and, therefore, may experience greater price volatility than
investment companies that invest in more established, larger capitalized
companies.

        Additional risks may include risks relating to the creditworthiness of
the parties with whom the Trust enters into certain transactions and the risk
that use of the Trust's investment policies and techniques in certain cases may
not be successful. Use by a Portfolio of the options and futures strategies and
the foreign currency exchange transactions described in this Prospectus and the
Statement of Additional Information involves risks relating to the liquidity of
the options, futures, and currency markets, and to market risks generally.

Sales and Redemptions

         The Trust sells shares only to the separate accounts of certain life
insurance companies as a funding vehicle for the variable annuity contracts and
variable life insurance contracts offered by those companies. No fee is charged
upon the sale or redemption of the Trust's shares. See Sales and Redemptions.

                                    THE TRUST

                  The Trust is intended to be the funding vehicle for variable
annuity contracts ("VA contracts") and variable life insurance policies ("VLI
policies") to be offered by the separate accounts of certain life insurance
companies ("Participating Insurance Companies"). The Trust currently does not
foresee any disadvantages to the holders of VA contracts and VLI policies
arising from the fact that the interests of the holders of such contracts and
policies may differ. Nevertheless, the Board of Trustees of the Trust 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. As of the date of this Prospectus, the Participating Insurance
Companies are First Variable Life Insurance Company ("First Variable Life") and
Monarch Life Insurance Company ("Monarch Life"). The Trust may make its shares
available to additional Participating Insurance Companies from time to time. The
VA contracts and the VLI policies are described in the separate prospectuses
issued by the Participating Insurance Companies. The Trust assumes no
responsibility for such prospectuses.

                          THE TRUST'S FINANCIAL HISTORY

   
        The following tables present financial highlights for the life of each
of the Portfolios, except that the information relating to the Common Stock
Portfolio is presented only for the Portfolio's ten most recent fiscal years.
Ernst & Young LLP, whose report appears in the Statement of Additional
Information, has audited the financial highlights for the Trust for the year
ended December 31, 1995. Price Waterhouse LLP, whose report appears in the
Statement of Additional Information, has audited the financial highlights for
the Trust for the four years ended December 31, 1994.


        Further information about the performance of the Trust is contained in
the Trust's December 31, 1995 Annual Report which may be obtained without charge
by calling the Adviser at (800) 228-1035. 
    

                                       9
<PAGE>





                         VARIABLE INVESTORS SERIES TRUST
                              FINANCIAL HIGHLIGHTS
                (for a share outstanding throughout each period)
   

<TABLE>
<CAPTION>

                            CASH MANAGEMENT PORTFOLIO
                        Year or Period Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
                                       1995      1994       1993      1992      1991     1990       1989      1988      1987 (6)
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                  <C>       <C>       <C>        <C>       <C>      <C>        <C>       <C>        <C>
 Net Asset Value at Beginning         $1.000     $1.000    $1.000    $1.000    $1.000   $1.000     $1.000    $1.000      $1.000
 of Period
 Income From Investment Operations:
 Net Investment Income                 0.052     0.036     0.024      0.032    0.055    0.075      0.085      0.069      0.038
 Net Realized and Unrealized
    Gain (Loss) on Investments         0.000     0.000     0.000      0.000    0.000    0.000      0.000      0.000      0.000
 Total From Investment Operations      0.052     0.036     0.024      0.032    0.055    0.075      0.085      0.069      0.038
  Less Distributions:
 From Net Investment Income           (0.052)   (0.036)   (0.024)    (0.032)   (0.055)  (0.075)    (0.085)   (0.069)    (0.038)
 From Net Realized Capital Gains      (0.000)   (0.000)   (0.000)    (0.000)   (0.000)  (0.000)    (0.000)   (0.000)    (0.000)
 Total Distributions                  (0.052)   (0.036)   (0.024)    (0.032)   (0.055)  (0.075)    (0.085)   (0.069)    (0.038)
 Net Asset Value at End of            $1.000    $1.000    $1.000     $1.000    $1.000   $1.000     $1.000    $1.000     $1.000
 Period
 Total Return (2) (3)                  5.43%     3.68%     2.46%      3.22%    5.64%    7.98%      9.06%      7.10%      3.80%
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratios & Supplemental Data
 Net Assets at End of Period (000's)  $10,096   $8,198    $9,081     $18,405   $21,594  $38,514    $8,904    $7,697      $4,601
 Ratio of Net Operating Expenses
      to Average Net Assets (4)        0.75%     0.75%     0.75%      0.75%    0.75%    0.75%      0.75%      0.76%      0.75%
 Ratio of Operating Expenses to
    Average Net Assets before
    Expense Reductions (5)             0.75%       -         -          -        -        -          -          -          -
 Ratio of Net Investment Income
    to Average Net Assets              5.30%     3.64%     2.46%      3.20%    5.59%    7.47%      8.52%      6.91%      6.36%
</TABLE>


(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.
(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates. (3) The performance of the Portfolio
         shown on this page does not reflect expenses and charges of the
         applicable separate accounts and variable products, all of which vary
         to a considerable extent and are described in your product's
         prospectus.
(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989, 1988 and 1987. (See Note C to the
         Trust's financial statements.) Had affiliates not undertaken to waive
         their fees and/or pay or reimburse expenses related to the Portfolio,
         the Ratio of Operating Expenses to Average Net Assets would have been
         as follows: 1995 - 1.72%; 1994 - 1.46%; 1993 - 1.46%; 1992 - 1.13%;
         1991 - 0.85%: 1990 - 1.03%; 1989 - 1.07%; 1988 - 1.19%; 1987 - 1.17%.
(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions. 
(6)      Commenced investment operations on May 27,1987.



                                       10
<PAGE>

<TABLE>
<CAPTION>

                             COMMON STOCK PORTFOLIO
                        Year or Period Ended December 31,
 ---------------------------------------------------------------------------------------------------
                                            1995       1994      1993      1992     1991      1990
 ---------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>        <C>       <C>      <C>       <C>
 Net Asset Value at Beginning of Period    $20.056   $20.390    $20.454   $26.290  $21.250   $22.910
 Income From Investment Operations:
 Net Investment Income                      0.007     0.173      0.468     0.254    0.571     0.595
 Net Realized and Unrealized
    Gain (Loss) on Investments              7.419    (0.335)     1.401    (2.256)   6.727    (1.333)
 Total From Investment Operations           7.426    (0.162)     1.869    (2.002)   7.298    (0.738)
 Less Distributions:
 From Net Investment Income                (0.173)   (0.086)    (0.436)   (0.254)  (0.571)   (0.596)
 In Excess of Net Investment Income        (0.000)   (0.000)    (0.373)   (0.000)  (0.000)   (0.000)
 From Net Realized Capital Gains           (1.443)   (0.086)    (1.124)   (3.580)  (1.687)   (0.326)
 Total Distributions                       (1.616)   (0.172)    (1.933)   (3.834)  (2.258)   (0.922)
 Net Asset Value at End of Period          $25.866   $20.056    $20.390   $20.454  $26.290   $21.250
 Total Return (2) (3)                      37.12%    (0.79)%     9.09%    (7.59)%  34.37%    (3.20)%
 ---------------------------------------------------------------------------------------------------
 Ratios & Supplemental Data
 Net Assets at End of Period (000's)       $42,919   $30,815    $42,530   $52,538  $54,877   $39,902
 Ratio of Net Operating Expenses to
    Average Net Assets (4)                  1.17%     1.20%      1.20%     1.16%    0.99%     0.95%
 Ratio of Operating Expenses to
    Average Net Assets before
    Expense Reductions (5)                  1.17%       -          -         -        -         -
 Ratio of Net Investment Income
    to Average Net Assets                   0.01%     0.78%      1.74%     1.06%    2.12%     3.03%
 Portfolio Turnover Rate                   166.87%   155.12%     6.05%    133.30%  69.04%    98.22%
 ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

 ------------------------------------------------------------------------------------
                                            1989     1988 (6)     1987       1986
 ------------------------------------------------------------------------------------
<S>                                        <C>        <C>        <C>       <C>
 Net Asset Value at Beginning of Period    $17.923    $15.657    $19.790   $23.030
 Income From Investment Operations:
 Net Investment Income                      1.172      0.341      0.737     0.690
 Net Realized and Unrealized
    Gain (Loss) on Investments              5.038      2.282     (0.127)    0.450
 Total From Investment Operations           6.210      2.623      0.610     1.140
 Less Distributions:
 From Net Investment Income                (1.223)    (0.357)    (0.814)   (0.680)
 In Excess of Net Investment Income        (0.000)    (0.000)    (0.000)   (0.000)
 From Net Realized Capital Gains           (0.000)    (0.000)    (3.929)   (3.700)
 Total Distributions                       (1.223)    (0.357)    (4.743)   (4.380)
 Net Asset Value at End of Period          $22.910    $17.923    $15.657   $19.790
 Total Return (2) (3)                      34.73%     16.72%      2.85%     3.73%
 ------------------------------------------------------------------------------------
 Ratios & Supplemental Data
 Net Assets at End of Period (000's)       $33,598    $23,327    $22,432   $41,061
 Ratio of Net Operating Expenses to
    Average Net Assets (4)                  0.97%      1.02%      0.99%     1.00%
 Ratio of Operating Expenses to
    Average Net Assets before
    Expense Reductions (5)                    -          -          -         -
 Ratio of Net Investment Income
    to Average Net Assets                   5.69%      1.86%      2.66%     2.90%
 Portfolio Turnover Rate                   91.29%     95.01%     161.00%    61.00%
 ------------------------------------------------------------------------------------

</TABLE>

(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.

(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(3)      The performance of the Portfolio shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987 and 1986. (See Note C to
         the Trust's financial statements.) Had affiliates not undertaken to
         waive their fees and/or pay or reimburse expenses related to the
         Portfolio, the Ratio of Operating Expenses to Average Net Assets would
         have been as follows: 1995 - 1.19%; 1994 - 1.33%; 1993 - 1.21%; 1992 -
         1.16%; 1991 - 1.00%: 1990 - 1.13%; 1989 - 1.18%; 1988 - 1.23%; 1987 -
         1.10%.

(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.

(6)      Commenced investment operations on June 16,1988.


                                       11
<PAGE>

<TABLE>
<CAPTION>

                           HIGH INCOME BOND PORTFOLIO

                        Year or Period Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                                          1995       1994      1993      1992     1991      1990       1989       1988     1987(6)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>        <C>       <C>       <C>      <C>       <C>        <C>        <C>       <C>
Net Asset Value at Beginning of Period   $7.914     $9.704    $9.492    $9.187   $7.911    $9.179     $9.674     $9.568    $10.119
Income From Investment Operations:
Net Investment Income                     0.779     1.018      0.848     0.972    0.878     0.959      1.414      1.042     0.530
Net Realized and Unrealized
   Gain (Loss) on Investments             0.717    (1.711)     0.567     0.481    1.258    (1.253)    (0.491)     0.106    (0.455)
Total From Investment Operations          1.496    (0.693)     1.415     1.453    2.136    (0.294)     0.923      1.148     0.075
Less Distributions:
From Net Investment Income               (0.779)   (1.005)    (0.849)   (0.975)  (0.860)   (0.974)    (1.418)    (1.042)   (0.602)
In Excess of Net Investment Income       (0.042)   (0.006)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
From Net Realized Capital Gains          (0.000)   (0.075)    (0.354)   (0.173)  (0.000)   (0.000)    (0.000)    (0.000)   (0.024)
In Excess of Realized Capital Gains      (0.000)   (0.011)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
Total Distributions                      (0.821)   (1.097)    (1.203)   (1.148)  (0.860)   (0.974)    (1.418)    (1.042)   (0.626)
Net Asset Value at End of Period         $8.589     $7.914    $9.704    $9.492   $9.187    $7.911     $9.179     $9.674     $9.568
Total Return (2) (3)                     18.98%    (7.08)%    14.91%    15.77%   27.01%    (3.13)%     9.47%     11.96%     0.74%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios & Supplemental Data
Net Assets at End of Period (000's)      $8,764     $7,771    $14,496   $12,448  $8,386    $4,396     $3,124     $2,912     $2,279
Ratio of Net Operating Expenses to
   Average Net Assets (4)                 1.20%     1.20%      1.20%     1.20%    1.13%     0.95%      1.01%      1.04%     1.03%
Ratio of Operating Expenses to
   Average Net Assets before
   Expense Reductions (5)                 1.21%       -          -         -        -         -          -          -         -
Ratio of Net Investment Income
   to Average Net Assets                  8.62%     8.70%      8.04%     9.70%   10.54%    11.92%     11.14%     10.20%     10.50%
Portfolio Turnover Rate                  82.15%    200.19%    90.82%    166.27%  41.14%    47.87%     78.64%     29.91%     37.15%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.

(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(3)      The performance of the Portfolio shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989, 1988 and 1987. (See Note C to the
         Trust's financial statements.) Had affiliates not undertaken to waive
         their fees and/or pay or reimburse expenses related to the Portfolio,
         the Ratio of Operating Expenses to Average Net Assets would have been
         as follows: 1995 - 2.04%; 1994 - 2.03%; 1993 - 1.59%; 1992 - 1.68%;
         1991 - 2.15%: 1990 - 2.46%; 1989 - 1.49%; 1988 - 1.59%; 1987 - 1.57%.

(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.

(6)      Commenced investment operations on June 1,1987.

                                       12
<PAGE>


<TABLE>
<CAPTION>

                          MULTIPLE STRATEGIES PORTFOLIO

                        Year or Period Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                                         1995       1994      1993      1992     1991      1990       1989       1988     1987(6)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>       <C>        <C>       <C>      <C>       <C>        <C>        <C>       <C>
Net Asset Value at Beginning of Period  $10.022   $12.182    $11.785   $12.515  $10.790   $10.888    $9.481     $9.220    $10.042
Income From Investment Operations:
Net Investment Income                    0.137     0.236      0.424     0.499    0.536     0.506      0.643      0.475     0.192
Net Realized and Unrealized
   Gain (Loss) on Investments            3.086    (0.711)     0.835    (0.060)   1.989    (0.089)     1.421      0.259    (0.808)
Total From Investment Operations         3.223    (0.475)     1.259     0.439    2.525     0.417      2.064      0.734    (0.616)
Less Distributions:
From Net Investment Income              (0.136)   (0.235)    (0.424)   (0.506)  (0.526)   (0.515)    (0.657)    (0.473)   (0.206)
In Excess of Net Investment Income      (0.000)   (0.008)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
From Net Realized Capital Gains         (1.066)   (1.418)    (0.438)   (0.663)  (0.274)   (0.000)    (0.000)    (0.000)   (0.000)
In Excess of Net Realized Capital Gains (0.000)   (0.024)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
Total Distributions                     (1.202)   (1.685)    (0.862)   (1.169)  (0.800)   (0.515)    (0.657)    (0.473)   (0.206)
Net Asset Value at End of Period        $12.043   $10.022    $12.182   $11.785  $12.515   $10.790    $10.888    $9.481     $9.220
Total Return (2) (3)                    32.24%    (3.91)%    10.52%     3.62%   23.43%     3.86%     21.80%      7.97%    (6.13)%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios & Supplemental Data
Net Assets at End of Period (000's)     $26,380   $21,150    $24,522   $26,012  $26,916   $20,994    $12,475    $8,511     $9,840
Ratio of Net Operating Expenses to
   Average Net Assets (4)                1.20%     1.20%      1.20%     1.20%    1.11%     0.95%      0.95%      0.98%     0.97%
Ratio of Operating Expenses to
   Average Net Assets before
   Expense Reductions (5)                1.20%       -          -         -        -         -          -          -         -
Ratio of Net Investment Income
   to Average Net Assets                 1.14%     1.74%      3.20%     3.73%    4.49%     5.87%      6.74%      4.41%     4.69%
Portfolio Turnover Rate                 161.10%   153.64%    25.57%    52.11%   61.17%    66.25%     93.19%     95.21%     43.73%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.

(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(3)      The performance of the Portfolio shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989, 1988 and 1987. (See Note C to the
         Trust's financial statements.) Had affiliates not undertaken to waive
         their fees and/or pay or reimburse expenses related to the Portfolio,
         the Ratio of Operating Expenses to Average Net Assets would have been
         as follows: 1995 - 1.33%; 1994 - 1.48%; 1993 - 1.35%; 1992 - 1.24%;
         1991 - 1.22%: 1990 - 1.41%; 1989 - 1.03%; 1988 - 1.28%; 1987 - 1.27%.

(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.

(6)      Commenced investment operations on May 5,1987.

                                       13
<PAGE>

<TABLE>
<CAPTION>

                             TILT UTILITY PORTFOLIO

                        Year or Period Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------
                                            1995       1994      1993      1992     1991      1990       1989     1988 (6)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>        <C>       <C>      <C>       <C>        <C>        <C>
Net Asset Value at Beginning of Period    $12.372   $14.650    $13.891   $14.057  $12.183   $12.948    $10.66     $10.522

Income From Investment Operations:
Net Investment Income                       0.559     0.521      0.314     0.326    0.477     0.349      0.420      0.276
Net Realized and Unrealized Gain
   (Loss) on Investments                    3.560    (0.651)     2.171    (0.168)   3.140    (0.689)     2.424      0.201
Total From Investment Operations            4.119    (0.130)     2.485     0.158    3.617    (0.340)     2.844      0.477
Less Distributions:
From Net Investment Income                 (0.494)   (0.521)    (0.296)   (0.324)  (0.475)   (0.352)    (0.492)    (0.248)
In Excess of Net Investment Income         (0.00)    (0.000)    (0.170)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)
From Net Realized Capital Gains            (0.293)   (1.627)    (1.260)   (0.000)  (1.268)   (0.073)    (0.064)    (0.091)
Total Distributions                        (0.787)   (2.148)    (1.726)   (0.324)  (1.743)   (0.425)    (0.556)    (0.339)
Net Asset Value at End of Period           $15.704   $12.372    $14.650   $13.891  $14.057   $12.183    $12.948    $10.660
Total Return (2) (3)                       33.45%    (1.05)%    17.87%     1.12%   29.79%    (2.61)%    26.73%      4.53%
- -----------------------------------------------------------------------------------------------------------------------------
Ratios & Supplemental Data
Net Assets at End of Period (000's)        $16,018   $12,312    $15,251   $12,693  $11,156   $7,865     $1,410      $675
Ratio of Net Operating Expenses to
   Average Net Assets (4)                   1.15%     1.16%      1.20%     1.20%    1.12%     0.95%      1.12%      1.10%
Ratio of Operating Expenses to
   Average Net Assets before
   Expense Reductions (5)                   1.17%       -          -         -        -         -          -          -
Ratio of Net Investment Income
   to Average Net Assets                    3.89%     3.16%      1.85%     2.49%    3.54%     4.80%      4.37%      5.36%
Portfolio Turnover Rate                    48.20%    193.40%    109.57%   308.39%  113.97%   47.58%     49.18%     24.58%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.

(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(3)      The performance of the Portfolio shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989 and 1988. (See Note C to the Trust's
         financial statements.) Had affiliates not undertaken to waive their
         fees and/or pay or reimburse expenses related to the Portfolio, the
         Ratio of Operating Expenses to Average Net Assets would have been as
         follows: 1995 - 1.51%; 1994 - 1.60%; 1993 - 1.59%; 1992 - 1.64%; 1991 -
         1.74%: 1990 - 2.78%; 1989 - 1.97%; 1988 - 6.10%.

(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.

(6)      Commenced investment operations on June 16,1988.

                                       14
<PAGE>

<TABLE>
<CAPTION>

                         U.S. GOVERNMENT BOND PORTFOLIO

                        Year or Period Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                                         1995       1994      1993      1992     1991      1990       1989       1988     1987(6)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>       <C>        <C>       <C>      <C>       <C>        <C>        <C>        <C>
Net Asset Value at Beginning of Period  $9.718    $10.923    $10.659   $11.372  $10.610   $10.474    $9.863     $9.859     $9.839
Income From Investment Operations:
Net Investment Income                    0.765     0.690      0.674     0.886    0.628     0.623      0.771      0.604     0.397
Net Realized and Unrealized
   Gain (Loss) on Investments            1.191    (0.986)     0.328    (0.187)   0.929     0.174      0.611      0.008     0.070
Total From Investment Operations         1.956    (0.296)     1.002     0.699    1.557     0.797      1.382      0.612     0.467
Less Distributions:
From Net Investment Income              (0.765)   (0.690)    (0.673)   (0.887)  (0.614)   (0.636)    (0.771)    (0.605)   (0.447)
In Excess of Net Investment Income      (0.045)   (0.000)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
From Net Realized Capital Gains         (0.354)   (0.105)    (0.062)   (0.525)  (0.181)   (0.025)    (0.000)    (0.003)   (0.000)
In Excess of Net Realized
 Capital Gains                          (0.000)   (0.112)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
Tax Return of Capital                   (0.000)   (0.002)    (0.003)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)   (0.000)
Total Distributions                     (1.164)   (0.909)    (0.738)   (1.412)  (0.795)   (0.661)    (0.771)    (0.608)   (0.447)
Net Asset Value at End of Period        $10.510    $9.718    $10.923   $10.659  $11.372   $10.610    $10.474    $9.863     $9.859
Total Return (2) (3)                    20.18%    (2.72)%     9.38%     6.13%   14.70%     7.66%     13.99%      6.20%     4.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios & Supplemental Data
Net Assets at End of Period (000's)     $11,618   $14,444    $20,710   $24,280  $35,544   $18,922    $10,999    $6,996     $3,336
Ratio of Net Operating Expenses to
   Average Net Assets (4)                0.85%     0.85%      0.85%     0.85%    0.85%     0.85%      0.87%      0.89%     0.85%
Ratio of Operating Expenses to
   Average Net Assets before
   Expense Reductions (5)                0.85%       -          -         -        -         -          -          -         -
Ratio of Net Investment Income
   to Average Net Assets                 6.18%     5.65%      5.20%     6.41%    7.15%     7.91%      8.24%      7.78%     7.94%
Portfolio Turnover Rate                 252.94%   289.71%    27.84%    133.86%  125.90%   70.39%     103.34%    62.12%     11.56%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.

(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(3)      The performance of the Portfolio shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989, 1988 and 1987. (See Note C to the
         Trust's financial statements.) Had affiliates not undertaken to waive
         their fees and/or pay or reimburse expenses related to the Portfolio,
         the Ratio of Operating Expenses to Average Net Assets would have been
         as follows: 1995 - 1.59%; 1994 - 1.45%; 1993 - 1.30%; 1992 - 1.17%;
         1991 - 1.04%: 1990 - 1.29%; 1989 - 1.17%; 1988 - 1.23%; 1987 - 1.26%.

(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.

(6)      Commenced investment operations on May 27,1987.

                                       15
<PAGE>

<TABLE>
<CAPTION>

                             WORLD EQUITY PORTFOLIO

                        Year or Period Ended December 31,
 ----------------------------------------------------------------------------------------------------------------------------
                                            1995       1994      1993      1992     1991      1990       1989      1988(6)
 ----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>        <C>       <C>      <C>       <C>        <C>        <C>
 Net Asset Value at Beginning of Period    $11.752   $11.348    $10.177   $10.377  $9.734    $11.031    $10.044    $10.388
 Income From Investment Operations:
 Net Investment Income                      0.014     0.013      0.086     0.128    0.154     0.375      0.312     (0.421)
 Net Realized and Unrealized
    Gain (Loss) on Investments              2.872     1.119      1.679    (0.319)   0.645    (1.533)     1.399      0.077
 Total From Investment Operations           2.886     1.132      1.765    (0.191)   0.799    (1.158)     1.711     (0.344)
 Less Distributions:
 From Net Investment Income                (0.000)   (0.023)    (0.091)   (0.009)  (0.156)   (0.139)    (0.179)    (0.000)
 In Excess of Net Investment Income        (0.000)   (0.000)    (0.007)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)
 From Net Realized Capital Gains           (0.815)   (0.698)    (0.496)   (0.000)  (0.000)   (0.000)    (0.545)    (0.000)
 In Excess of Net Realized Capital Gains   (0.000)   (0.007)    (0.000)   (0.000)  (0.000)   (0.000)    (0.000)    (0.000)
 Total Distributions                       (0.815)   (0.728)    (0.594)   (0.009)  (0.156)   (0.139)    (0.724)    (0.000)
 Net Asset Value at End of Period          $13.823   $11.752    $11.348   $10.177  $10.377   $9.734     $11.031    $10.044
 Total Return (2) (3)                      24.32%     10.02%    17.32%    (1.83)%   8.22%   (10.51)%    17.06%     (3.31)%
 ----------------------------------------------------------------------------------------------------------------------------
 Ratios & Supplemental Data
 Net Assets at End of Period (000's)       $18,191   $11,500    $12,230   $9,280   $8,304    $7,255     $2,408     $1,259
 Ratio of Net Operating Expenses to
    Average Net Assets (4)                  1.20%     1.20%      1.20%     1.20%    1.11%     0.95%      1.28%     11.84%
 Ratio of Operating Expenses to
    Average Net Assets before
    Expense Reductions (5)                  1.20%       -          -         -        -         -          -          -
 Ratio of Net Investment Income to
    Average Net Assets                      0.12%     0.16%      0.92%     1.34%    1.40%     2.15%      1.38%     (8.84)%
 Portfolio Turnover Rate                   97.85%    110.12%    78.50%    103.43%  79.97%    62.06%     61.13%     27.14%
 ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      On April 1, 1994, FVAS became investment adviser. Prior to that date,
         results were achieved by former investment advisers.

(2)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(3)      The performance of the Portfolio shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(4)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates in 1995 and waiver of business management fee
         and payment or reimbursement of certain other expenses by affiliates in
         1994, 1993, 1992, 1991, 1990, 1989 and 1988. (See Note C to the Trust's
         financial statements.) Had affiliates not undertaken to waive their
         fees and/or pay or reimburse expenses related to the Portfolio, the
         Ratio of Operating Expenses to Average Net Assets would have been as
         follows: 1995 - 1.67%; 1994 - 2.22%; 1993 - 1.79%; 1992 - 2.26%; 1991 -
         2.93%: 1990 - 4.25%; 1989 - 2.56%; 1988 - 11.84%.

(5)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.

(6)      Commenced investment operations on June 10,1988.

    

                                       16
<PAGE>

                    SMALL CAP AND GROWTH & INCOME PORTFOLIOS

   

<TABLE>
<CAPTION>

                                         Small Cap Portfolio            Growth & Income
                                            Period Ended            Portfolio Period Ended
                                        December 31, 1995 (1)         December 31, 1995 (2)
                                        ---------------------      ------------------------
<S>                                       <C>                           <C>
Net Asset Value at Beginning of             $10.000                      $10.000
Period
Income From Investment Operations:
Net Investment Income (Loss)                (0.042)                       0.045
Net Realized and Unrealized Gain
(Loss)                                       3.047                        1.266
                                             -----                        -----
   on Investments
Total From Investment Operations             3.005                        1.311
                                             -----                        -----
Less Distributions:
From Net Investment Income                  (0.000)                      (0.045)
From Net Realized Capital Gains             (0.367)                      (0.095)
                                            -------                      -------
Total Distributions                         (0.367)                      (0.140)
                                            -------                      -------
Net Asset Value at End of Period            $12.638                      $11.171
                                            -------                      -------
Total Return (3) (4)                       30.08%(5)                    13.09%(5)
- ----------------------------------------------------------------------------------------
Ratios & Supplemental Data
Net Assets at End of Period (000's)         $3,813                        $3,335
Ratio of Net Operating Expenses to
   Average Net Assets (6)                  1.35%(7)                      1.25%(7)
Ratio of Operating Expenses to
   Average Net Asssets before
   Expense Reductions (8)                  1.38%(7)                      1.49%(7)
Ratio of Net Investment Income
(Loss)                                    (0.79%)(7)                     1.17%(7)
   to Average Net Assets
Portfolio Turnover Rate                    73.76%(5)                    33.49%(5)
- ---------------------------------------------------------------------------------------
</TABLE>

(1)      From commencement of operations May 4, 1995.

(2)      From commencement of operations May 31, 1995.

(3)      Total returns would have been lower had certain expenses not been borne
         by the adviser or its affiliates.

(4)      The performance of the Portfolios shown on this page does not reflect
         expenses and charges of the applicable separate accounts and variable
         products, all of which vary to a considerable extent and are described
         in your product's prospectus.

(5)      Not annualized.

(6)      Net Investment Income is after payment or reimbursement of certain
         expenses by affiliates. (See Note C to the Trust's financial
         statements.) Had affiliates not undertaken to pay or reimburse expenses
         related to the Portfolios, the Ratio of Operating Expenses to Average
         Net Assets would have been reduced as follows: Small Cap Portfolio -
         9.00%; Growth & Income Portfolio - 7.27%, respectively.

(7)      Annualized.

(8)      For fiscal years ending after September 1, 1995, the Portfolio is
         required to calculate an expense ratio without expense reductions.
    


                                       17
<PAGE>


              INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS

         Each Portfolio of the Trust has a different investment objective or
  objectives which it pursues through separate investment policies as described
  below. The differences in objectives and policies among the Portfolios can be
  expected to affect the return of each Portfolio and the degree of market and
  financial risk to which each Portfolio is subject. The investment objective(s)
  and policies of each Portfolio may, unless otherwise specifically stated, be
  changed by the Trustees of the Trust without a vote of the shareholders. Such
  changes may result in a Portfolio having an investment objective(s) which
  differs from that which an investor may have considered at the time of
  investment. There is no assurance that any Portfolio will achieve its
  objective(s). United States Treasury Regulations applicable to portfolios that
  serve as the funding vehicles for variable annuity and variable life insurance
  contracts generally require that such portfolios invest no more than 55% of
  the value of their assets in one investment, no more than 70% in two
  investments, no more than 80% in three investments, and no more than 90% in
  four investments. The Portfolios intend to comply with the requirements of
  these Regulations.

        In order to comply with regulations which may be issued by the U.S.
  Treasury, the Trust may be required to limit the availability or change the
  investment policies of one or more Portfolios or to take steps to liquidate
  one or more Portfolios. The Trust will not change any fundamental investment
  policy of a Portfolio without a vote of shareholders of that Portfolio.

         If the securities rating of a debt security held by a Portfolio
  declines below the minimum rating for securities in which the Portfolio may
  invest, the Portfolio will not be required to dispose of the security, but the
  Portfolio's Sub-Adviser will consider whether continued investment in the
  security is consistent with the Portfolio's investment objective.

         Each of the Portfolios is subject to certain additional investment
  policies and may engage in additional investment techniques. See Policies and
  Techniques Applicable to All Portfolios for a description of those policies
  and techniques and the Portfolios to which they apply.

  Cash Management Portfolio

         The investment objectives of the Cash Management Portfolio are to
  preserve shareholder capital, to maintain liquidity, and to achieve maximum
  current income consistent with the foregoing objectives by investing
  exclusively in a diversified portfolio of short-term money market securities.
  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. The values of the securities held by the
  Portfolio will change in response to general changes in interest rates and can
  be expected to vary inversely to changes in prevailing interest rates. Thus,
  if interest rates have increased from the time a security was purchased, that
  security, if sold, might be sold at a price less than its purchase price.
  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 price. In either instance, if the security were held to maturity, no
  such 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.

         The Portfolio is a diversified portfolio investing in obligations
  denominated in U.S. dollars with remaining maturities of not greater than 397
  calendar days, including: (i) commercial paper or loan participation
  agreements rated at least A-1 by Standard & Poor's Corporation ("Standard &
  Poors" or "S&P") or Prime-1 by Moody's Investors Service, Inc. ("Moody's") at
  the time of investment, or if not rated, as determined by the Portfolio's
  Sub-Adviser to be of comparable quality; (ii) thrift 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 $100 million or
  more as shown on their last published financial statements at the time of
  investment; (iii) short-term corporate obligations rated at least AA by
  Standard & Poor's or Aa by Moody's at the time of investment, or, if not
  rated, determined by the Portfolio's Sub-Adviser to be of comparable quality;
  (iv) short-term obligations issued or guaranteed as to principal and interest
  by the U.S. Government or the agencies or instrumentalities thereof; and (v)
  repurchase agreements and reverse repurchase agreements with respect to any of
  the foregoing and with respect to securities issued or guaranteed as to
  principal and interest by the U.S. Government or by its agencies, authorities,
  or instrumentalities("U.S. Government Securities").

                                       18
<PAGE>

   It is the present expectation that the obligations of commercial banks or
  savings and loan and trust institutions which the Trust may buy on behalf of
  the Portfolio will be certificates of deposit, time deposits, and bankers'
  acceptances, but the Portfolio reserves the right without a vote of its
  shareholders to invest in other marketable obligations (if they should become
  available in the future) of banks or savings and loan and trust institutions
  meeting the standards set forth above. The Portfolio will not invest in time
  deposits maturing in more than seven days.

         The remaining maturity of each investment held by the Cash Management
  Portfolio must be 397 days or less, and the weighted average maturity of
  investments must be 90 days or less.

   Other Instruments. Certain obligations purchased by the Cash Management
  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.

  U.S. Government Bond Portfolio

         The investment objective of the U.S. Government Bond Portfolio is to
  seek current income and preservation of capital, through investment primarily
  in U.S. Government Securities. The Portfolio is a diversified portfolio. Under
  normal circumstances, at least 80% of the Portfolio's assets will be invested
  in U.S. Government Securities. The remainder of the Portfolio's assets may be
  invested in other securities rated at least BBB by Standard & Poor's or Baa by
  Moody's or, if not rated, determined by the Portfolio's Sub-Adviser to be of
  comparable quality, and in cash and money market instruments. (The investment
  objective of this Portfolio was modified as of September 22, 1994. Prior to
  this date, the investment objective provided that, under normal circumstances,
  at least 65% of the Portfolio's assets was to be invested in U.S. Government
  Securities, while the remainder of the Portfolio's assets could be invested in
  other securities rated at least AA by Standard & Poor's or Aa by Moody's or
  determined to be of comparable quality thereto.)

         Certain U.S. Government Securities, such as U.S. Treasury bills, notes,
  and bonds, and mortgage participation certificates guaranteed by the
  Government National Mortgage Association ("Ginnie Mae") and Federal Housing
  Administration debentures, are supported by the full faith and credit of the
  United States. Other U.S. Government Securities are supported by the
  discretionary authority of the U.S. Government to purchase the issuer's
  obligations (such as obligations of Federal Home Loan Banks); while still
  others are supported only by the credit of the agency, authority, or
  instrumentality itself (such as obligations of the Tennessee Valley Authority
  and the Bank For Cooperatives). Tax considerations limit the amount of the
  Portfolio's assets which may be invested in the obligations of a single issuer
  (including the U.S. Treasury) of U.S. Government Securities.

          The securities purchased by the Portfolio generally will be
  intermediate-term bonds with remaining terms to maturity of five to ten years.

         A significant portion of the securities held by the Portfolio may
  consist of mortgage-backed certificates and other securities representing
  ownership interests in mortgage pools, including collateralized mortgage
  obligations, some of which may be backed by agencies or instrumentalities of
  the U.S. Government. Interest and principal payments on the mortgages
  underlying mortgage-backed securities are passed through to the holder of the
  mortgage-backed security.

         Prepayments of principal and interest on mortgages underlying
  mortgage-backed securities may shorten the effective maturity of certain of
  such obligations. High interest rate mortgages are more likely to be prepaid
  than lower rate mortgages. Consequently, the effective maturity of certain
  mortgage-backed securities which pass through payments on or are secured by
  high rate mortgages is likely to be shorter than that of obligations which
  pass through payments on or are secured by lower rate mortgages. The rate of
  occurrence of prepayment and of nonpayment on the underlying mortgages also is
  affected by other factors including social and demographic conditions.

         Mortgage-backed securities currently offer yields higher than those
  available from other types of U.S. Government Securities, but because of their
  prepayment aspect are less effective than other types of securities as a means
  of "locking in" attractive long-term interest rates. This is caused by the
  need to reinvest prepayments of principal generally and the possibility of
  significant unscheduled prepayments resulting from declines in mortgage
  interest rates. These prepayments would have to be reinvested at the lower
  rates. As a result, the Portfolio's mortgage-backed securities may have less
  potential for capital appreciation during periods of declining interest rates
  than other U.S.
                                       19
<PAGE>

  Government Securities of comparable maturities, although such obligations may
  have a comparable risk of decline in market value during periods of rising
  interest rates.

        U.S. Government Securities and other high-quality bonds do not involve
  the credit risks associated with investments in lower quality fixed-income
  securities, although, as a result, the yields available from U.S. Government
  Securities and other high-quality bonds are generally lower than the yields
  available from many other fixed-income securities. Like other fixed-income
  securities, however, the values of U.S. Government Securities and other
  high-quality bonds change as interest rates fluctuate. Fluctuations in the
  value of the Portfolio's securities will not affect interest income on
  securities already held by the Portfolio, but will be reflected in the
  Portfolio's net asset value. Since the magnitude of these fluctuations will
  generally be greater at times when the Portfolio's average maturity is longer,
  under certain market conditions the Portfolio may invest in short-term
  investments yielding lower current income rather than investing in higher
  yielding intermediate-term securities.

         As described above, the Portfolio may invest in fixed income (i.e.,
  debt) securities rated Baa by Moody's or BBB by Standard & Poor's and
  comparable unrated securities. Debt rated in the fourth highest rating
  category by an NRSRO is generally regarded as having an adequate capacity to
  pay interest and repay principal. Whereas it normally exhibits adequate
  protection parameters, adverse economic conditions or changing circumstances
  are more likely to lead to a weakened capacity to pay interest and repay
  principal for debt in this category than in higher rated categories. Such debt
  lacks outstanding investment characteristics and has speculative
  characteristics as well. (For a description of risks involved in investment in
  lower-rated securities, see High Income Bond Portfolio, below, and the
  Statement of Additional Information.)

  Multiple Strategies Portfolio

         The investment objective of the Multiple Strategies Portfolio is to
  achieve as high a level of total return over an extended period of time as the
  Adviser and Sub-Adviser consider consistent with prudent investment risk.
  Total return consists of current income, including dividends, interest, and
  discount accruals, plus capital appreciation less capital depreciation.

        The Multiple Strategies Portfolio is a diversified portfolio investing
  in equity securities, bonds, and money market instruments in varying
  proportions, depending upon the Portfolio's Sub-Adviser's assessment of
  prevailing economic conditions and conditions in the financial markets. The
  Portfolio's Sub-Adviser will from time to time adjust the mix of investments
  among the three market sectors to attempt to capitalize on perceived
  variations in return potential produced by changing financial markets and
  economic conditions. Major changes in investment mix may occur over several
  years or during a single year depending upon market and economic conditions.

        The Multiple Strategies Portfolio's investment policies for the stock,
  bond, and money market sectors are substantially identical to those which have
  been established for the Common Stock Portfolio, U.S. Government Bond
  Portfolio, and Cash Management Portfolio, except that, with respect to bonds,
  it may invest in bonds rated at least BBB by Standard & Poor's or Baa by
  Moody's or unrated bonds judged by the Portfolio's Sub- Adviser to be of
  comparable quality. Debt rated in the fourth highest rating category by an
  NRSRO is generally regarded as having an adequate capacity to pay interest and
  repay principal. Whereas it normally exhibits adequate protection parameters,
  adverse economic conditions or changing circumstances are more likely to lead
  to a weakened capacity to pay interest and repay principal for debt in this
  category than in higher rated categories. Such debt lacks outstanding
  investment characteristics and has speculative characteristics as well. (For a
  description of risks involved in investment in lower-rated securities, see
  High Income Bond Portfolio, below, and the Statement of Additional
  Information.) The specific securities held in the various sectors of the
  Multiple Strategies Portfolio will, nevertheless, likely differ from the
  securities owned by those Portfolios. The Portfolio may invest up to 25% of
  its assets in foreign securities. in securities traded in foreign securities
  markets, see Foreign Investments under Policies and Techniques Applicable to
  All Portfolios.

  High Income Bond Portfolio

         The primary investment objective of the High Income Bond Portfolio is
  to obtain as high a level of current income as is believed to be consistent
  with prudent investment management. As a secondary objective, the High Income
  Bond Portfolio seeks capital appreciation when consistent with its primary
  objective. The Portfolio is a

                                       20
<PAGE>

 diversified portfolio that seeks to achieve its investment objectives by
 investing primarily in fixed-income securities, including corporate bonds and
 notes, discount bonds, zero-coupon bonds, convertible securities, and preferred
 stocks and bonds issued with warrants, which are rated Baa or below by Moody's
 or BBB or below by Standard & Poor's, or in unrated securities determined by
 the Portfolio's Sub-Adviser to be of comparable quality. The High Income Bond
 Portfolio invests primarily in high yield, higher-risk securities and therefore
 may not be suitable for all investors. Many of the high yield securities in
 which the Portfolio may invest are commonly referred to as "junk bonds". The
 Portfolio will not invest in securities rated below Caa or CCC. Securities in
 the rating categories below Baa as determined by Moody's and BBB as determined
 by Standard & Poor's are considered to be distinctly or predominantly
 speculative. Consequently, although the securities in which the Portfolio will
 invest can be expected to provide higher yields, such securities may be subject
 to greater market fluctuations and risk of loss of income and principal than
 lower yielding, higher-rated fixed-income securities. Because investment in
 high yield securities entails relatively greater risk of loss of income or
 principal, an investment in the Portfolio will not likely constitute a complete
 investment program and may not be appropriate for all investors. For special
 risks involved with investing in such securities (including, among others,
 risks of default and illiquidity) see Special risks relating to high income
 bonds below. Additional information regarding various bond ratings is set forth
 in the Statement of Additional Information.

         The High Income Bond Portfolio anticipates that under normal
  circumstances more than 80% of its assets will be invested in fixed-income
  securities, including convertible and non-convertible debt securities and, to
  a lesser extent, preferred stock. The remaining assets of the Portfolio may be
  held in cash or cash equivalents. The Portfolio does not intend to invest in
  common stocks, rights, or other equity securities, but may acquire or hold
  such securities (if consistent with its objectives) when they are acquired in
  unit offerings with fixed-income securities or in connection with an actual or
  proposed conversion or exchange of fixed-income securities.

         The Sub-Adviser's selection and supervision of the High Income Bond
  Portfolio's investments in lower-rated fixed-income securities involves
  continuous analysis of individual issuers, general business conditions, and
  other factors which may be too time consuming or too costly for the average
  investor. The furnishing of these services does not, of course, guarantee
  successful results. The analysis of issuers may include, among other things,
  historic and current financial conditions, current and anticipated cash flow
  and borrowing requirements, value of assets in relation to historical cost,
  strength of management, responsiveness to business conditions, credit
  standing, and current and anticipated results of operations. Analysis of
  general business conditions and other factors may include anticipated changes
  in economic activity and interest rates, the availability of new investment
  opportunities, and the economic outlook for specific industries. The
  Sub-Adviser will not rely solely on the ratings assigned by the rating
  services, and 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.

         When changing economic conditions and other factors cause the yield
  difference between lower-rated and higher-rated securities to narrow, the High
  Income Bond 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 High Income Bond Portfolio may for
  temporary defensive purposes hold up to 100% of its assets in cash or cash
  equivalents or in other high quality investments which the Sub-Adviser
  believes are consistent with a defensive posture. The yields on such
  investments in the short term will generally be lower than the yields on
  lower-rated fixed-income securities.

   Special risks relating to high income bonds. Investors should carefully
  consider their ability to assume the risks of owning shares of a portfolio
  which invests in lower-rated securities before making an investment in the
  Portfolio. The lower ratings of certain securities held by the Portfolio
  reflect a greater possibility that adverse changes in the financial condition
  of the issuer, or in general economic conditions, or both, or an unanticipated
  rise in interest rates, may impair the ability of the issuer to make payments
  of interest and principal. The inability (or perceived inability) of issuers
  to make timely payment of interest and principal would likely make the values
  of securities held by the Portfolio more volatile and could limit the
  Portfolio's ability to sell its securities at prices approximating the values
  the Portfolio has placed on such securities. The rating assigned to a security
  by Moody's or Standard & Poor's does not reflect an assessment of the
  volatility of the security's market value or of the liquidity of an investment
  in the security.

        Like those of other fixed-income securities, the values of lower-rated
  securities fluctuate in response to changes in interest rates. Thus, a
  decrease in interest rates will generally result in an increase in the value
  of the Portfolio's assets. Conversely, during periods of rising interest
  rates, the value of the Portfolio's assets will generally decline. The

                                       21
<PAGE>

 values of such securities are also affected by changes in general economic
 conditions and business conditions affecting the specific industries of their
 issuers. Changes by recognized rating services in their ratings of any
 fixed-income security and changes in the ability of an issuer to make payments
 of interest and principal may also affect the value of these investments.
 Changes in the value of Portfolio securities generally will not affect cash
 income derived from such securities, but will affect the Portfolio's net asset
 value.

   
         The table below shows the percentages of the Portfolio's average
  monthly assets invested during 1995 in securities assigned to the various
  rating categories by Moody's and Standard & Poor's.

                               Related securities
                                as percentage of

  Rating                                           Portfolio's assets
  "AAA/Aaa" ...............................................2.6%
  "BBB/Baa"................................................0.0%
  "BB/B"...................................................21.1%
  "B"......................................................73.5%
  "CCC/Caa"................................................2.8%

         Certain of the lower-rated securities in which the Portfolio invests
  are issued to raise funds in connection with the acquisition of a company, in
  so-called "leveraged buy-out" transactions. The highly leveraged capital
  structure of such issuers may make them especially vulnerable to adverse
  changes in economic conditions.

        The Portfolio may at times invest in so-called "zero-coupon" bonds and
  "payment-in-kind" bonds. Zero-coupon bonds are issued at a significant
  discount from their principal amount in lieu of paying interest periodically.
  Payment-in-kind bonds allow the issuer, at its option, to make current
  interest payments on the bonds either in cash or in additional bonds. Because
  zero-coupon bonds do not pay current interest, their value is subject to
  greater fluctuation in response to changes in market interest rates than bonds
  which pay interest currently. Both zero-coupon and payment-in-kind bonds allow
  an issuer to avoid the need to generate cash to meet current interest
  payments. Accordingly, such bonds may involve greater credit risks than bonds
  paying interest currently.
    

         Certain securities held by the Portfolio may permit the issuer at its
  option to "call", or redeem, its securities. If an issuer were to redeem
  securities held by the Portfolio during a time of declining interest rates,
  the Portfolio may not be able to reinvest the proceeds in securities providing
  the same investment return as the securities redeemed.

   
  Tilt Utility Portfolio
    

         The investment objective of the Tilt Utility Portfolio is capital
  appreciation and current income. The Portfolio will seek to achieve its
  investment objective by investing in a diversified portfolio of common stock
  and income securities issued by companies engaged in the utilities industry
  ("Utility Securities"). Companies engaged in the utilities industry include
  those engaged in the production, transmission, or distribution of electric
  energy, gas, telecommunications services or the provision of other utility or
  utility related goods or services. Under normal market conditions, at least
  80% of the Portfolio's assets will be invested in Utility Securities and up to
  20% of its assets may be invested in other than Utility Securities, including
  common stock and income securities of issuers not engaged in the utilities
  industry, cash and money market instruments. Income securities include
  preferred stock and debt securities of various maturities. The Portfolio's
  investments in income securities will be rated, at the time of investment, at
  least BBB by Standard & Poor's, or at least Baa by Moody's, or comparably
  rated by any other nationally recognized statistical rating organization;
  provided, however, the Portfolio may invest up to 20% of its assets in income
  securities that are rated BB or B by Standard & Poor's or Ba or B by Moody's
  (or comparably rated by any other nationally recognized statistical rating
  service) or unrated income securities determined by the Sub-Adviser to be of
  comparable or higher quality. Such lower rated or unrated income securities
  are commonly referred to as "junk bonds" and are regarded by the rating
  agencies, on balance, as predominantly speculative with respect to their
  capacity to pay interest and repay principal in accordance with the terms of
  the obligation; assurance of interest and principal payments or maintenance of
  other terms of the securities over any long period of time may be small. While
  offering opportunities for higher yields, lower-grade securities are
  considered below "investment grade" and involve a greater degree of credit
  risk than investment grade income securities; although the lower-grade income
  securities of an issuer generally involve


                                       22
<PAGE>

 a lower degree of credit risk than its common stock. The Portfolio may invest
 up to 35% of its assets in securities issued by non-U.S. issuers. There can be
 no assurance that the Portfolio will achieve its investment objective.

         The Portfolio is intended to achieve investment returns that are higher
  than the Standard & Poor's Utilities Index with equivalent risk,
  diversification and price volatility. There is no guarantee that the Portfolio
  will actually outperform the Standard & Poor's Utilities Index.

   
         State Street Global Advisors, the investment management division of
  State Street Bank and Trust Company, acts as the Sub-Adviser to the Portfolio.
  The Adviser and State Street Global Advisors believe that the historical
  performance of Utility Securities, together with ongoing developments in the
  utilities industry, indicate the potential for achieving both capital
  appreciation and current income from investment in a diversified portfolio of
  Utility Securities and further that the historical characteristics of Utility
  Securities which are common stocks indicate potential for capital
  appreciation. Adviser and State Street Global Advisors also believe that many
  companies engaged in the utilities industry have established a reputation for
  paying regular quarterly dividends and for increasing their common stock
  dividends over time, despite fluctuations in interest rates over time. Adviser
  and State Street Global Advisors believe that the historical characteristics
  of Utility Securities which are income securities indicate the potential for
  current income.
    

   Utility Securities. Utility Securities are common stocks and income
  securities of companies engaged in the utilities industry. Companies engaged
  in the utilities industry include a variety of entities involved in (i) the
  production, transmission or distribution of electric energy, (ii) the
  provision of natural gas, (iii) the provision of telephone, mobile
  communication and other telecommunications services or (iv) the provision of
  other utility or utility related goods or services, including entities engaged
  in cogeneration, waste disposal system provision, solid waste electric
  generation, independent power producers and non-utility generators.

         The public utilities industry has experienced significant changes in
  recent years. Many issuers of Utility Securities have been favorably affected
  by lower fuel and financing costs, deregulation, the full or near completion
  of major construction programs and an increasing customer base. In addition,
  many utility companies have generated cash flows in excess of current
  operating expenses and construction expenditures, permitting some degree of
  diversification into unregulated businesses. Some electric utilities have also
  taken advantage of the right to sell power outside of their historical
  territories.

                  The rates of return of issuers of Utility Securities generally
  are subject to review and limitation by state public utilities commissions and
  tend to fluctuate with marginal financing costs. Rate changes generally lag
  changes in financing costs, and thus can favorably or unfavorably affect the
  earnings or dividend payments on Utility Securities depending upon whether
  such rates and costs are declining or rising.

   Companies engaged in the public utilities industry historically have been
  subject to a variety of risks depending, in part, on such factors as the type
  of utility company involved and its geographic location. Such risks include
  increases in fuel and other operating costs, high interest expenses for
  capital construction programs, costs associated with compliance with
  environmental regulations, service interruption due to environmental,
  operational or other mishaps, the effects of economic slowdowns, surplus
  capacity, competition and changes in the overall regulatory climate. In
  particular, regulatory changes with respect to generating facilities could
  increase costs or impair the ability of utility companies to operate such
  facilities, thus reducing utility companies' earnings or resulting in losses.
  There can be no assurance that regulatory policies or accounting standard
  changes will not negatively affect utility companies' earnings or dividends.
  Companies engaged in the public utilities industry are subject to regulation
  by various authorities and may be affected by the imposition of special
  tariffs and changes in tax laws. To the extent that rates are established or
  reviewed by governmental authorities, companies engaged in the public
  utilities industry are subject to the risk that such authority will not
  authorize increased rates. In addition, because of the Portfolio's policy of
  concentrating its investments in Utility Securities, the Portfolio may be more
  susceptible than an investment company without such a policy to any single
  economic, political or regulatory occurrence affecting the public utilities
  industry. Under market conditions that are unfavorable to the utilities
  industry, State Street Global Advisors may significantly reduce the
  Portfolio's investment in that industry. (See Defensive Strategies.)

   Gas and Telecommunications Utilities. Gas transmission companies, gas
  distribution companies and telecommunications companies are undergoing
  significant changes. Gas utilities have been adversely affected by


                                       23
<PAGE>

 declines in the prices of alternative fuels, oversupply conditions and
 competition. Telephone utilities are still experiencing the effects of the
 break-up of American Telephone & Telegraph Company, including increased
 competition and rapidly developing technologies with which traditional
 telephone companies now compete. Potential sources of competition and new
 products are able television systems, shared tenant services and other
 noncarrier systems which are capable of by-passing traditional telephone
 services providers' local plants, either completely or partially, through
 substitutions of special access for switched access or through concentration of
 telecommunications traffic on fewer of the traditional telephone services
 providers' lines. Although there can be no assurance that increased competition
 and other structural changes will not adversely affect the profitability of
 such utilities, or that other negative factors will not develop in the future,
 in the opinion of State Street Global Advisors, competition and technological
 advances may over time result in providing better-positioned utility companies
 with opportunities for enhanced profitability.

   Electric Utilities. Electric utility companies in general have been favorably
  affected by lower fuel costs, the full or near completion of major
  construction programs and lower financing costs. Some electric utilities have
  also taken advantage of the right to sell power outside of their historical
  territories. At this time, there are certain institutional impediments to the
  wide-scale deregulation of electric utilities including among other things,
  limitations on the redistribution of power.

   Other Utilities. Other issuers of Utility Securities are emerging as new
  technologies develop and as old technologies are refined. Such issuers include
  entities engaged in cogeneration, waste disposal system provision, solid waste
  electric generation, independent power producers and non-utility generators.

   Common Stock. Common stocks are shares of a corporation or other entity that
  entitle the holder to a pro rata share of the profits of the corporation, if
  any, without preference over any other shareholder or class of shareholders,
  after making required payments to holders of such entity's preferred stock and
  other senior equity. Common stock usually carries with it the right to vote
  and frequently an exclusive right to do so. In selecting common stocks for
  investment, the Portfolio will focus both on the security's potential for
  appreciation and on its dividend paying capacity.

         The average dividend yield of Utility Securities which are common
  stocks historically has exceeded the average dividend yield of common stocks
  of industrial issuers by a significant amount. However, the Portfolio will not
  necessarily reflect the securities which comprise the Standard & Poor's
  Utilities Index and there can be no assurance that the historical investment
  performance for any industry (including the public utilities industry) is
  indicative of future performance.

   Income Securities and Risks of Lower Grade Income Securities. The portfolio
  may invest its assets in income securities, which include preferred stocks,
  debt securities of various maturities and securities convertible into, or
  ultimately exchangeable for, Utility Securities. The Portfolio's investments
  in income securities will be rated, at the time of investment, at least BBB by
  S&P, or at least Baa by Moody's or comparably rated by any other nationally
  recognized statistical rating organization; provided, however, the Portfolio
  may invest up to 20% of its assets in income securities that are rated BB or B
  by S&P or Ba or B by Moody's (or comparably rated by any other nationally
  recognized statistical rating service) or unrated income securities determined
  by State Street Global Advisors to be of comparable or higher quality. Under
  normal circumstances, the Portfolio may invest up to 20% of its assets in
  lower grade income securities (including downgraded securities) or in unrated
  income securities considered by State Street Global Advisors to be of
  comparable or higher quality to such lower grade securities or of comparable
  quality to investment grade securities. Lower grade income securities in which
  the Portfolio may invest are rated between BB and B by S&P or between Ba and B
  by Moody's. Income securities with such ratings from S&P and Moody's are
  commonly referred to as "junk bonds" and are regarded by S&P and Moody's as
  predominantly speculative with respect to the capacity to pay interest and/or
  repay principal in accordance with their terms. Investment in lower grade
  securities involves special risks as compared with investment in higher grade
  securities. The market for lower grade securities is considered to be less
  liquid than the market for investment grade securities which may adversely
  affect the ability of the Portfolio to dispose of such securities in a timely
  manner at a price which reflects the value of such security in the judgment of
  State Street Global Advisors. Because issuers of lower grade securities
  frequently choose not to seek a rating of their securities, the Portfolio will
  rely more heavily on the ability of State Street Global Advisors to determine
  the relative investment quality of such securities than if the Portfolio
  invested exclusively in higher grade securities.

                                       24
<PAGE>

         The net asset value of the Portfolio will change with changes in the
  value of its portfolio securities. The values of income securities may change
  as interest rate levels fluctuate. To the extent that the Portfolio invests in
  income securities, the net asset value of the Portfolio can be expected to
  change as general levels of interest rates fluctuate. When interest rates
  decline, the value of a portfolio invested in income securities generally can
  be expected to rise. Conversely, when interest rates rise, the value of a
  portfolio invested in income securities generally can be expected to decline.
  Volatility may be greater during periods of general economic uncertainty.

   Foreign Securities. The Portfolio may invest up to 35% of its assets in
  securities issued by non-U.S. issuers of similar quality as the securities
  described above as determined by State Street Global Advisors. State Street
  Global Advisors believes that many foreign issuers of Utility Securities have
  yet to experience the growth that certain issuers of Utility Securities
  located in the United States have experienced and that as such foreign issuers
  develop their domestic markets, they may become attractive investments. In
  addition, State Street Global Advisors believes that certain foreign
  governments may engage in programs of privatization of issuers of Utility
  Securities and that the Utility Securities issued by privatized companies may
  offer attractive investment opportunities with the potential for long-term
  growth. However it is not possible to predict the terms of offerings by
  privatized companies or the effect of privatizations in the domestic
  securities market of such privatized companies. There can be no assurance that
  securities of privatized companies will be offered to the public or to foreign
  companies such as the Portfolio. For additional information relating to
  investments in securities traded in foreign securities markets, including
  special risk factors relating thereto, see Foreign Investments under Policies
  and Techniques Applicable to All Portfolios.

   Defensive Strategies. At times, conditions in the markets for Utility
  Securities may, in the judgment of State Street Global Advisors, make pursuing
  the Portfolio's basic investment strategy inconsistent with the best interests
  of its shareholders. At such times, State Street Global Advisors may use
  alternative strategies primarily designed to reduce fluctuations in the value
  of the Portfolio's assets. In implementing these "defensive" strategies, the
  Portfolio may invest up to 100% of its net assets in high-quality, short-term
  obligations. Such taxable obligations may include: obligations of the U.S.
  Government, its agencies or instrumentalities; other debt securities rated
  within the four highest grades by either S&P or Moody's (or comparably rated
  by any other nationally recognized statistical rating organization);
  commercial paper rated in the highest grade by either rating service (or
  comparably rated by any other nationally recognized statistical rating
  organization); certificates of deposit and bankers' acceptances; repurchase
  agreements with respect to any of the foregoing investments; or any other
  fixed-income securities that State Street Global Advisors considers consistent
  with such strategy.

         The Portfolio may engage in Strategic Transactions, enter currency
  transactions, purchase and sell securities on a "when issued" and "delayed
  delivery" basis, enter into repurchase and reverse repurchase agreements, lend
  its portfolio securities and purchase restricted securities.

     Strategic Transactions. The Portfolio may purchase and sell exchange-listed
  and over-the-counter put and call options on securities, financial futures,
  fixed-income indices and other financial instruments and purchase and sell
  financial futures contracts. The Portfolio may also enter into various
  currency transactions such as currency forward contracts, currency futures
  contracts, currency swaps or options on currencies or currency futures.
  Collectively, all of the above are referred to as "Strategic Transactions."
  Strategic Transactions are transactions which may be used to attempt to
  protect against possible changes in the market value of securities held in or
  to be purchased for the Portfolio, to protect the Portfolio's unrealized gains
  in the value of its portfolio securities, to manage the effective interest
  rate exposure of the Portfolio, or to protect against changes in currency
  exchange rates. Any or all of these hedging techniques may be used at any time
  and there is no particular strategy that dictates the use of one technique
  rather than another, as use of any Strategic Transaction is a function of
  numerous variables including market conditions. The ability of the Portfolio
  to utilize these Strategic Transactions successfully will depend on the
  ability of State Street Global Advisors to predict pertinent market movements,
  which cannot be assured. The Portfolio will comply with applicable regulatory
  requirements when implementing these strategies, techniques and instruments.

                Strategic Transactions have risks associated with them including
  possible default by the other party to the transaction, illiquidity and, to
  the extent the view of State Street Global Advisors as to certain market
  movements is incorrect, the risk that the use of such Strategic Transactions
  could result in losses greater than if they had not been used. Use of put and
  call options may result in losses to the Portfolio, force the sale of
  portfolio securities at inopportune times or for prices other than at current
  market values, limit the amount of appreciation the Portfolio can realize on
  its investments or cause the Portfolio to hold a security it might otherwise
  sell. The use of currency

                                       25
<PAGE>

 transactions can result in the Portfolio incurring losses as a result of a
 number of factors including the imposition of exchange controls, suspension of
 settlements or the inability to deliver or receive a specified currency. The
 use of options and futures transactions entails certain other risks. In
 particular, the variable degree of correlation between price movements of
 futures contracts and price movements in the related portfolio position of the
 Portfolio creates the possibility that losses on the hedging instrument may be
 greater than gains in the value of the Portfolio's position. In addition,
 futures and options markets may not be liquid in all circumstances and certain
 over-the-counter options may have no markets. As a result, in certain markets,
 the Portfolio might not be able to close out a transaction without incurring
 substantial losses, if at all. Although the contemplated use of these futures
 contracts and options thereon should tend to minimize the risk of loss due to a
 decline in the value of the hedged position, at the same time they tend to
 limit any potential gain which might result from an increase in value of such
 position. Finally, the daily variation margin requirements for futures
 contracts would create a greater ongoing potential financial risk than would
 purchases of options, where the exposure is limited to the cost of the initial
 premium. Losses resulting from the use of Strategic Transactions would reduce
 net asset value, and possibly income, and such losses can be greater than if
 the Strategic Transactions had not been utilized. For a further discussion of
 these transactions, see Policies and Techniques Applicable to All Portfolios.

  Common Stock Portfolio

        The Common Stock Portfolio seeks capital growth by investing primarily
  in a diversified portfolio of common stocks and securities convertible into or
  exchangeable for common stock, including convertible preferred stock,
  convertible debentures, warrants, and options. As a secondary objective, the
  Common Stock Portfolio may seek current income when consistent with its
  primary investment objective. Securities are selected on the basis of their
  issuers' long-term potential for expanding their earnings, profitability, and
  size and on the basis of potential increases in market recognition of their
  securities. The Portfolio attempts to achieve its primary objective by
  focusing on the long-range view of a company's prospects through analysis of
  its management, financial structure, product development, marketing ability,
  and other relevant factors. Types of securities held by the Portfolio will
  vary depending on the Sub-Adviser's analysis of those industries offering the
  best possibilities for long-term growth. In addition, the Sub-Adviser will
  consider general economic factors to determine whether under present business
  conditions a portfolio of common stocks with capital growth potential or a
  more conservative portfolio including preferred stocks and defensive common
  stocks would be more appropriate.

         The Portfolio may invest up to 10% of its assets in equity securities
  of foreign issuers. For additional information relating to investments in
  securities traded in foreign securities markets, see Foreign Investments under
  Policies and Techniques Applicable to All Portfolios.

         The investment emphasis of the Common Stock Portfolio is on equities,
  primarily common stocks and, to a lesser extent, securities convertible into
  common stocks, and rights to subscribe for common stocks. Under normal
  circumstances, the Common Stock Portfolio will maintain at least 80% of its
  net assets in equity securities except during defensive periods. The Common
  Stock Portfolio may, as a temporary defensive measure and to provide for
  redemptions, hold other types of securities including non-convertible
  preferred stocks and debt securities, government and money market securities
  including loan participation agreements, or cash.



  World Equity Portfolio

         The investment objective of the World Equity Portfolio is to seek
  maximum long-term total return by investing primarily in common stocks, and
  securities convertible into common stocks, traded in securities markets
  located around the world, including the United States.

         The World Equity Portfolio may at times invest up to 100% of its assets
  in securities principally traded in markets outside the United States. In
  unusual market circumstances where the Sub-Adviser believes that foreign
  investing may involve undue risks, 100% of the Portfolio's assets may be
  invested in the United States. The World Equity Portfolio is a diversified
  portfolio.

                                       26
<PAGE>

         Under normal circumstances, the Portfolio will invest at least 65% of
  its total assets in common stocks, convertible securities, and warrants to
  purchase common stocks and convertible securities. The Portfolio may invest
  the remainder of its assets in securities of the U.S. Government or of any
  foreign government or any supranational entity, in debt securities of any
  issuer rated A or better at the time of purchase by Standard & Poor's or
  Moody's or of comparable quality as determined by the Sub-Adviser, and in cash
  and money market instruments. Examples of supranational entities include the
  International Bank for Reconstruction and Development (the "World Bank"), the
  European Steel and Coal Community, the Asian Development Bank, and the
  InterAmerican Development Bank.

         At times the common stock portion of the Portfolio will be invested
  primarily in securities of issuers with small market capitalizations (market
  capitalizations or annual revenues under $1 billion at time of purchase).
  While the Sub-Adviser intends to invest Portfolio assets in small
  capitalization companies that have strong balance sheets and that the
  Sub-Adviser's research indicates should exceed informed consensus of earnings
  expectations, any investment in small capitalization companies involves
  greater risk than that customarily associated with investments in larger, more
  established companies. This increased risk may be due to the greater business
  risks of small size, limited markets and financial resources, narrow product
  lines and frequent lack of management depth. The securities of small companies
  are often traded in the over-the-counter market and may not be traded in
  volumes typical on a national securities exchange. Thus, the securities of
  smaller companies are likely to be less liquid, and subject to more abrupt or
  erratic market movements, than securities of larger, more established
  companies. Many of the small capitalization companies in which the Portfolio
  will invest are traded in the over-the-counter market. In contrast to the
  securities exchanges, the over-the-counter market is not a centralized
  facility which limits trading activity to securities of companies which
  initially satisfy certain defined standards. Any security can be traded in the
  over-the-counter market as long as an individual or firm is willing to make a
  market in the security. Since there are no minimum requirements for a
  company's assets or earnings or the number of its shareholders in order for
  its stock to be traded over-the-counter, there is a great diversity in the
  size and profitability of companies whose stocks trade in this market, ranging
  from relatively small little-known companies to well-established corporations.
  Generally, the volume of trading in an unlisted common stock is less than the
  volume of trading in a listed stock. This means that the degree of market
  liquidity of some stocks in which the Portfolio invests may be relatively
  limited. When the Portfolio disposes of such a stock it may have to offer the
  shares at a discount from recent prices or sell the shares in small lots over
  an extended period of time.

        Based on its analysis of the prevailing global economic and investment
  environment, the Sub-Adviser will seek to identify those countries and
  industrial sectors it expects to benefit in that environment. Within those
  countries and industrial sectors, the Sub-Adviser will seek to invest the
  Portfolio's assets in securities of companies likely to show earnings growth
  from improving profit margins, new products, and/or increased market shares
  and in securities of companies whose potential for growth is not fully
  reflected in the prices of the companies' stock. Under normal circumstances,
  the Portfolio will seek to have represented among its investments issuers
  located in at least five different countries (one of which may be the United
  States).

         For additional information relating to investments in securities traded
  in foreign securities markets, see Foreign Investments under Policies and
  Techniques Applicable to All Portfolios.

         The Portfolio may engage in a variety of foreign currency exchange
  transactions to protect against uncertainty in the levels of future currency
  exchange rates. These transactions may include the purchase and sale of
  foreign currencies and options on foreign currencies and the purchase and sale
  of currency forward contracts and currency futures contracts and related
  options. The Portfolio's use of such transactions may be limited by tax
  considerations. For a discussion of these transactions, see Policies and
  Techniques Applicable to All Portfolios, below.

  Growth & Income Portfolio

             The Growth & Income Portfolio's investment objectives are to
  provide growth of capital and income. The Growth & Income Portfolio seeks to
  achieve its growth objective by investing in equity securities. Equity
  securities include common stocks, securities which are convertible into common
  stocks and readily marketable securities, such as rights and warrants, which
  derive their value from common stock. Investments in common stocks in general
  are subject to market risks that may cause their prices to fluctuate over
  time. The Growth & Income Portfolio seeks to achieve its income objective by
  investing in various income producing securities including fixed income
  securities and money market instruments. Interest rates will affect the market
  value of certain fixed-income security investments made by the Growth & Income
  Portfolio. During periods of falling interest rates, the values of
  fixed-income securities

                                       27
<PAGE>

 generally rise. Conversely, during periods of rising interest rates, the values
 of such securities generally decline. The portion of the Portfolio invested
 from time to time in equity securities, fixed income securities and money
 market securities will vary depending on market conditions and there may be
 extended periods when the Portfolio is primarily invested in one of them. In
 addition, the amount of income generated from the Portfolio will fluctuate
 depending, among other things, on the composition of the Portfolio's holdings
 and the level of interest and dividend income paid on those holdings. The
 Growth & Income Portfolio may also purchase without limitation
 dollar-denominated ADRs. ADRs are issued by domestic banks and evidence
 ownership of underlying foreign securities. The Portfolio may also invest in
 Global Depository Receipts ("GDRs"). (See Foreign Investments under Policies
 and Techniques Applicable to All Portfolios.)

         The Growth & Income Portfolio may invest up to 10% of its total assets
  in securities of foreign issuers. (See Foreign Investments under Policies and
  Techniques Applicable to all Portfolios).

         The Growth & Income Portfolio will not invest more than 15% of its net
  assets in illiquid securities, including securities that are illiquid by
  virtue of the absence of a readily available market or legal or contractual
  restrictions on resale. Securities that have legal or contractual restrictions
  on resale but have a readily available market are not deemed illiquid for
  purposes of this limitation. The Portfolio's Sub-Adviser will monitor the
  liquidity of such restricted securities under the supervision of the Adviser
  and the Board of Trustees. See Investment Objectives and Policies of the Trust
  Illiquid Securities in the Statement of Additional Information.

             The Growth & Income Portfolio may write covered call options, buy
  put options, buy call options and write put options, without limitation except
  as noted in this paragraph. Such options may relate to particular securities
  or currencies or to various indexes and may or may not be listed on a national
  securities exchange and issued by the Options Clearing Corporation. The Growth
  & Income Portfolio may also invest in futures contracts and options on futures
  contracts (index futures contracts, currency futures contracts, or interest
  rate futures contracts, as applicable) for hedging purposes without limitation
  so long as aggregate initial margins and premiums required do not exceed 5% of
  its net assets, after taking into account any unrealized profits and losses on
  any such contracts it has entered into. However, the Growth & Income Portfolio
  may not write put options or purchase or sell futures contracts or options on
  futures contracts to hedge more than its total assets unless immediately after
  any such transaction the aggregate amount of premiums paid for put options and
  the amount of margin deposits on its existing futures positions do not exceed
  5% of its total assets.

        The Growth & Income Portfolio will engage in unlisted over-the-counter
  options only with broker/dealers deemed creditworthy by the Sub-Adviser.
  Closing transactions in certain options are usually effected directly with the
  same broker/dealer that effected the original option transaction. The
  Portfolio bears the risk that the broker/dealer will fail to meet its
  obligations. There is no assurance that the Portfolio will be able to close an
  unlisted option position. Furthermore, unlisted options are not subject to the
  protections afforded purchasers of listed options by the Options Clearing
  Corporation, which performs the obligations of its members who fail to do so
  in connection with the purchase or sale of options. Over-the-counter options
  and assets used to cover written over-the-counter options are deemed to be
  illiquid and, therefore, together with other illiquid securities, cannot
  exceed the Portfolio's 15% limitation on illiquid securities described above.

         For a further discussion of options and futures, including special risk
  factors relating thereto, see Policies and Techniques Applicable to all
  Portfolios in this Prospectus and Investment Objectives and Policies of the
  Trust in the Statement of Additional Information.

         The Growth & Income Portfolio reserves the right, as a temporary
  defensive measure, to invest without limit in cash and eligible, U.S.
  dollar-denominated money market instruments, as well as securities subject to
  repurchase agreements. The Portfolio's Sub-Adviser will determine when market
  conditions warrant temporary defensive measures.

  Small Cap Portfolio

        The Small Cap Portfolio seeks capital appreciation. The Portfolio will
  invest, under normal conditions, at least 65% of its total assets in
  securities of companies with small capitalizations (market capitalizations or
  annual revenues under $1 billion at time of purchase). The Portfolio will
  normally be as fully invested as practicable in common stocks,

                                       28
<PAGE>

 but also may invest up to 5% of its assets in warrants and rights to purchase
 common stocks. In the opinion of the Sub-Adviser, there may be times when the
 shareholders' interests are best served and the investment objective is more
 likely to be achieved by having varying amounts of the Portfolio's assets
 invested in convertible securities. The Sub-Adviser believes that the Portfolio
 generally will have at least 50% of its assets invested in common stocks and
 convertible securities traded in the over-the-counter market and that at
 certain times that percentage may be substantially higher. Convertible
 securities have characteristics similar to both fixed income and equity
 securities. Because of the conversion feature, the market value of convertible
 securities tends to move together with the market value of the underlying
 common stock. As a result, the Portfolio's selection of convertible securities
 is based, to a great extent, on the potential for capital appreciation that may
 exist in the underlying stock. The value of convertible securities is also
 affected by prevailing interest rates, the credit quality of the issuer, and
 any call provisions.

             The Portfolio will seek to achieve its objective by investing in
  companies believed by the Sub-Adviser to have an outlook for strong growth in
  earnings and the potential for significant capital appreciation. Securities
  will be sold when the Sub-Adviser believes that anticipated appreciation is no
  longer probable, alternative investments offer superior appreciation
  prospects, or the risk of a decline in market price is too great. Because of
  its policy with respect to the sales of investments, the Portfolio may from
  time to time realize short-term gains or losses. The Portfolio will likely
  have somewhat greater volatility than the stock market in general, as measured
  by the S&P 500 Index. Because the investment techniques employed by the
  Sub-Adviser are responsive to near-term earnings trends of the companies whose
  securities are owned by the Portfolio, trading activity can be expected to be
  fairly high.

         The Portfolio may hold up to five percent of its assets (exclusive of
  convertible bonds) in investment grade corporate or government bonds (i.e.,
  bonds rated in one of the top four rating categories by a nationally
  recognized statistical rating organization ("NRSRO") or deemed to be of
  comparable quality by the Portfolio's Sub-Adviser).

         The Portfolio may invest up to 15% of its total assets in foreign
  issuers. The Portfolio may invest in ADRs and GDRs. Investing in securities of
  foreign issuers involves considerations not typically associated with
  investing in securities of companies organized and operated in the U.S.
  Foreign securities generally are denominated and pay dividends or interest in
  foreign currencies. The Small Cap Portfolio may hold from time to time various
  foreign currencies pending their investment in foreign securities or their
  conversion into U.S. dollars. The value of the assets of the Small Cap
  Portfolio as measured in U.S. dollars may therefore be affected favorably or
  unfavorably by changes in exchange rates. There may be less publicly available
  information concerning foreign issuers than is available with respect to U.S.
  issuers. Foreign securities may not be registered with the U.S. Securities and
  Exchange Commission, and generally, foreign companies are not subject to
  uniform accounting, auditing and financial reporting requirements comparable
  to those applicable to U.S. issuers. (See Foreign Investments under Policies
  and Techniques Applicable to all Portfolios).

         The Portfolio may invest up to 10% of its net assets in illiquid
  securities, including securities that are illiquid by virtue of the absence of
  a readily available market or legal or contractual restrictions on resale.
  Securities that have legal or contractual restrictions on resale but have a
  readily available market are not deemed illiquid for purposes of this
  limitation. The Portfolio's Sub-Adviser will monitor the liquidity of such
  restricted securities under the supervision of the Adviser and the Board of
  Trustees. See Investment Objectives and Policies of the Trust-Illiquid
  Securities in the Statement of Additional Information.

         The Small Cap Portfolio may write covered call options, buy put
  options, buy call options and write put options, without limitation except as
  noted in this paragraph. Such options may relate to particular securities or
  to various indexes and may or may not be listed on a national securities
  exchange and issued by the Options Clearing Corporation. The Small Cap
  Portfolio may also invest in futures contracts and options on futures
  contracts (index futures contracts or interest rate futures contracts, as
  applicable) for hedging purposes so long as aggregate initial margins and
  premiums required do not exceed 5% of its net assets, after taking into
  account any unrealized profits and losses on any such contracts it has entered
  into. However, the Small Cap Portfolio may not write put options or purchase
  or sell futures contracts or options on futures contracts to hedge more than
  its total assets unless immediately after any such transaction the aggregate
  amount of premiums paid for put options and the amount of margin deposits on
  its existing futures positions do not exceed 5% of its total assets.

   The Small Cap Portfolio will engage in unlisted over-the-counter options only
  with broker/dealers deemed creditworthy by the Sub-Adviser. Closing
  transactions in certain options are usually effected directly with the same

                                       29
<PAGE>

  broker/dealer that effected the original option transaction. The Portfolio
  bears the risk that the broker/dealer will fail to meet its obligations. There
  is no assurance that the Portfolio will be able to close an unlisted option
  position. Furthermore, unlisted options are not subject to the protections
  afforded purchasers of listed options by the Options Clearing Corporation,
  which performs the obligations of its members who fail to do so in connection
  with the purchase or sale of options. Over-the-counter options and assets used
  to cover written over-the-counter options are deemed to be illiquid and,
  therefore, together with other illiquid securities, cannot exceed the
  Portfolio's 10% limitation on illiquid securities described above.

         For a further discussion of options and futures, including special risk
  factors relating thereto, see Policies and Techniques Applicable to all
  Portfolios in this Prospectus and Investment Objectives and Policies of the
  Trust in the Statement of Additional Information.

        For temporary defensive purposes, when the Sub-Adviser deter-mines that
  market conditions warrant, the Portfolio may invest up to 100% of its assets
  in cash and money market instruments (consisting of securities issued or
  guaranteed by the U.S. Government, its agencies or instrumentalities;
  certificates of deposit, time deposits and bankers acceptances issued by banks
  or savings and loan associations having net assets of at least $500 million as
  stated on their most recently published financial statements; commercial paper
  rated in one of the two highest rating categories by at least one NRSRO;
  repurchase agreements evidencing such securities; and, to the extent permitted
  by applicable law, and the Portfolio's investment restrictions, shares of
  other investment companies investing solely in money market securities). To
  the extent the Portfolio is invested in temporary defensive instruments, it
  will not be pursuing its investment objective. See Policies and Techniques
  Applicable to All Portfolios and the Statement of Additional Information.

   Common Stocks. Investments in common stocks in general are subject to market
  risks that may cause their prices to fluctuate over time. Therefore, an
  investment in the Small Cap Portfolio may be more suitable for long-term
  investors who can bear the risk of these fluctuations. The Portfolio invests
  primarily in securities of issuers with small market capitalizations. While
  the Sub-Adviser intends to invest Portfolio assets in small capitalization
  companies that have strong balance sheets and that the Sub-Adviser's research
  indicates should exceed informed consensus of earnings expectations, any
  investment in small capitalization companies involves greater risk than that
  customarily associated with investments in larger, more established companies.
  This increased risk may be due to the greater business risks of small size,
  limited markets and financial resources, narrow product lines and frequent
  lack of management depth. The securities of small companies are often traded
  in the over-the-counter market and may not be traded in volumes typical on a
  national securities exchange. Thus, the securities of smaller companies are
  likely to be less liquid, and subject to more abrupt or erratic market
  movements, than securities of larger, more established companies.

   Over-the-Counter Market. The Small Cap Portfolio invests primarily in
  over-the-counter stocks. In contrast to the securities exchanges, the
  over-the-counter market is not a centralized facility which limits trading
  activity to securities of companies which initially satisfy certain defined
  standards. Any security can be traded in the over-the-counter market as long
  as an individual or firm is willing to make a market in the security. Since
  there are no minimum requirements for a company's assets or earnings or the
  number of its shareholders in order for its stock to be traded
  over-the-counter, there is a great diversity in the size and profitability of
  companies whose stocks trade in this market, ranging from relatively small
  little-known companies to well-established corporations. Generally, the volume
  of trading in an unlisted common stock is less than the volume of trading in a
  listed stock. This means that the degree of market liquidity of some stocks in
  which the Small Cap Portfolio invests may be relatively limited. When the
  Portfolio disposes of such a stock it may have to offer the shares at a
  discount from recent prices or sell the shares in small lots over an extended
  period of time.

   Fixed Income Securities. Interest rates will affect the market value of
  certain fixed-income security investments made by the Small Cap Portfolio.
  During periods of falling interest rates, the values of fixed-income
  securities generally rise. Conversely, during periods of rising interest
  rates, the values of such securities generally decline. The Small Cap
  Portfolio may invest in debt rated in the fourth highest rating category by an
  NRSRO. Changes by an NRSRO in the ratings of any fixed-income security and in
  the ability of an issuer to make payments of interest and principal may also
  affect the value of these investments. Changes in the value of portfolio
  securities will not affect cash income derived from these securities, but will
  affect the Portfolio's net asset value.

                                       30
<PAGE>

         Debt rated in the fourth highest rating category by an NRSRO is
  generally regarded as having an adequate capacity to pay interest and repay
  principal. Whereas it normally exhibits adequate protection parameters,
  adverse economic conditions or changing circumstances are more likely to lead
  to a weakened capacity to pay interest and repay principal for debt in this
  category than in higher rated categories. Such debt lacks outstanding
  investment characteristics and has speculative characteristics as well.

  POLICIES AND TECHNIQUES APPLICABLE TO ALL PORTFOLIOS

         Except as otherwise noted below, the following descriptions of
  additional investment policies and techniques are applicable to all of the
  Portfolios.

  Foreign Investments

         The Cash Management Portfolio, High Income Bond Portfolio, and U.S.
  Government Bond Portfolio may invest without limit, except as applicable to
  securities generally, in securities principally traded in foreign markets
  which meet the criteria applicable to the Portfolio's domestic investments,
  and in certificates of deposit issued by United States branches of foreign
  banks and foreign branches of United States banks (except that, under normal
  market conditions, at least 80% of the assets of the U.S. Government Bond
  Portfolio will be invested in U.S. Government Securities). Investment by the
  Common Stock Portfolio, the Multiple Strategies Portfolio, the Tilt Utility
  Portfolio, the Growth & Income Portfolio and the Small Cap Portfolio in
  foreign securities is subject to the limitations set forth above under
  Investment Objectives and Policies of the Portfolios. The World Equity
  Portfolio may invest without limitation in securities of foreign issuers. In
  the case of the Cash Management Portfolio, foreign debt securities must be
  United States dollar-denominated.

        The Portfolios may invest in securities of foreign issuers directly or
  in the form of American Depositary Receipts ("ADRs"). ADRs are securities,
  typically issued by a U.S. financial institution (a "depositary"), that
  evidence ownership interests in a security or a pool of securities issued by a
  foreign issuer and deposited with the depositary. ADRs include American
  Depositary Shares and New York Shares.

                The Growth & Income Portfolio, Small Cap Portfolio and World
  Equity Portfolio may also invest in Global Depositary Receipts ("GDRs"). GDRs
  which are sometimes referred to as Continental Depositary Receipts ("CDRs")
  are securities, typically issued by a non-U.S. financial institution, that
  evidence ownership interests in a security or a pool of securities issued by
  either a U.S. or foreign issuer. ADRs, GDRs and CDRs may be available for
  investment through "sponsored" or "unsponsored" facilities. A sponsored
  facility is established jointly by the issuer of the security underlying the
  receipt and a depositary, whereas an unsponsored facility may be established
  by a depositary without participation by the issuer of the receipt's
  underlying security. Holders of an unsponsored depositary receipt generally
  bear all the costs of the unsponsored facility. The depositary of an
  unsponsored facility frequently is under no obligation to distribute
  shareholder communications received from the issuer of the deposited security
  or to pass through to the holders of the receipts voting rights with respect
  to the deposited securities.

         Investments in the securities of foreign entities and securities
  denominated in foreign currencies involve risks not typically involved in
  domestic investment, including fluctuations in foreign exchange rates, future
  foreign political and economic developments, and the possible imposition of
  exchange controls or other foreign or United States governmental laws or
  restrictions applicable to such investments. Where a Portfolio invests in
  securities denominated or quoted in currencies other than the United States
  dollar, changes in foreign currency exchange rates may affect the value of
  investments in a Portfolio and the accrued income and unrealized appreciation
  or depreciation of investments. Changes in foreign currency exchange rates
  relative to the U.S. dollar will affect the U.S. dollar value of a Portfolio's
  assets denominated in that currency and a Portfolio's yield on such assets.
  With respect to certain foreign countries, there is the possibility of
  expropriation of assets, confiscatory taxation, political or social
  instability or diplomatic developments which could affect investment in those
  countries. There may be less publicly available information about a foreign
  security than about a United States security, and foreign entities may not be
  subject to accounting, auditing and financial reporting standards and
  requirements comparable to those of United States entities. In addition,
  certain foreign investments made by a Portfolio may be subject to foreign
  withholding taxes, which would reduce a Portfolio's total return on such
  investments and the amounts available for distribution by a Portfolio to its
  shareholders. Foreign financial markets, while growing in volume, have, for
  the most part, substantially less volume than United States markets, and
  securities of many foreign companies are less liquid and their prices more
  volatile than securities of

                                       31
<PAGE>

  comparable domestic companies. The foreign markets also have different
  clearance and settlement procedures and in certain markets there have been
  times when settlements have been unable to keep pace with the volume of
  securities transactions making it difficult to conduct such transactions.
  Delays in settlement could result in temporary periods when assets of a
  Portfolio are not invested and no return is earned thereon. The inability of a
  Portfolio to make intended security purchases due to settlement problems could
  cause a Portfolio to miss attractive investment opportunities. Inability to
  dispose of portfolio securities due to settlement problems could result either
  in losses to a Portfolio due to subsequent declines in value of the portfolio
  security or, if a Portfolio has entered into a contract to sell the security,
  could result in possible liability to the purchaser. Costs associated with
  transactions in foreign securities, including custodial costs and foreign
  brokerage commissions, are generally higher than with transactions in United
  States securities. In addition, a Portfolio will incur costs in connection
  with conversions between various currencies. There is generally less
  government supervision and regulation of exchanges, financial institutions and
  issuers in foreign countries than there is in the United States.

        Each Portfolio may engage in foreign currency exchange transactions in
  connection with its foreign investments.

         A more detailed explanation of foreign investments, and the risks
  associated with them, is included in the Statement of Additional Information.

   Securities Loans, Repurchase Agreements and Forward Commitments

         The Trust may lend portfolio securities of any Portfolio other than the
  Cash Management Portfolio to broker-dealers and may enter into repurchase
  agreements. These transactions must be fully collateralized at all times, but
  involve some risk to a Portfolio if the other party should default on its
  obligation and the Portfolio is delayed or prevented from recovering the
  collateral. Each Portfolio may also purchase securities for future delivery,
  which may increase its overall investment exposure and involves a risk of loss
  if the value of the securities declines prior to the settlement date.

        The Trust may, on behalf of each of the Portfolios, enter into reverse
  repurchase agreements, which involve the sale by the Portfolio of securities
  held by it with an agreement to repurchase the securities at an agreed upon
  price, date, and interest payment. The Portfolios will use the proceeds of the
  reverse repurchase agreements to purchase securities either maturing, or under
  an agreement to resell, at a date simultaneous with or prior to the expiration
  of the reverse repurchase agreement. A Portfolio will use reverse repurchase
  agreements when the interest income to be earned from the investment of the
  proceeds of the transaction is greater than the interest expense of the
  reverse repurchase transaction.

  Foreign Currency Exchange Transactions

         Each Portfolio which invests in foreign securities may engage in
  foreign currency exchange transactions to protect against uncertainty in the
  level of future currency exchange rates. The Portfolios may engage in foreign
  currency exchange transactions in connection with the purchase and sale of
  portfolio securities ("transaction hedging") and to protect against changes in
  the value of specific portfolio positions ("position hedging").

         A Portfolio may engage in transaction hedging to protect against a
  change in foreign currency exchange rates between the date on which the
  Portfolio contracts to purchase or sell a security and the settlement date, or
  to "lock in" the U.S. dollar equivalent of a dividend or interest payment in a
  foreign currency. The Portfolio may purchase or sell a foreign currency on a
  spot (or cash) basis at the prevailing spot rate in connection with the
  settlement of transactions in portfolio securities denominated in a foreign
  currency.

         If conditions warrant, a Portfolio may also enter into contracts to
  purchase or sell foreign currencies at a future date ("forward contracts"),
  and may purchase and sell foreign currency futures contracts, as a hedge
  against changes in foreign currency exchange rates between the trade and
  settlement dates on particular transactions and not for speculation. A foreign
  currency forward contract is a negotiated agreement to exchange currency at a
  future time at a rate or rates that may be higher or lower than the spot rate.
  Foreign currency futures contracts are standardized exchange-traded contracts
  and have margin requirements. For transaction hedging purposes, these
  Portfolios may also purchase and sell call and put options on foreign currency
  futures contracts and on foreign currencies.

                                       32
<PAGE>

         A Portfolio may engage in position hedging to protect against a decline
  in value relative to the U.S. dollar of the currencies in which their
  portfolio securities are denominated or quoted (or an increase in value of a
  currency in which securities the Portfolio expects to buy are denominated).
  For position hedging purposes, a Portfolio may purchase or sell foreign
  currency futures contracts and foreign currency forward contracts, and may
  purchase and sell put and call options on foreign currency futures contracts
  and on foreign currencies. In connection with position hedging, a Portfolio
  may also purchase or sell foreign currency on a spot basis. Hedging
  transactions involve costs and may result in losses. A Portfolio may also
  engage in foreign currency exchange transactions not involving the receipt or
  delivery of U.S. dollars.

         The currencies of certain Eastern European countries are not widely
  traded, and the foreign currency exchange transactions described above may not
  be available with respect to those currencies.

  Options

         For hedging purposes only, each Portfolio other than the Cash
  Management Portfolio may write covered call options and covered put options on
  securities it owns or in which it may invest. In addition, for hedging
  purposes only, the Growth & Income Portfolio and the Small Cap Portfolio may
  buy put options, buy call options and write put options. When a Portfolio
  writes a call option, it gives up the opportunity to profit from any increase
  in the price of a security above the exercise price of the option; when it
  writes a put option, a Portfolio takes the risk that it will be required to
  purchase a security from the option holder at a price above the current market
  price of the security. A Portfolio may terminate an option that it has written
  prior to its expiration by entering into a closing purchase transaction in
  which it purchases an option having the same terms as the option written. A
  Portfolio may also from time to time buy and sell combinations of put and call
  options on the same underlying security. The Portfolios' use of these
  strategies may be limited by applicable law.

  Futures Contracts

        To hedge against the effects of adverse market changes, each Portfolio
  other than the Cash Management Portfolio may buy and sell futures contracts on
  debt securities and securities indexes. In addition, each Portfolio may, for
  hedging purposes, purchase and sell call and put options on such futures or on
  securities indices themselves, and engage in closing sale and purchase
  transactions with respect to such options.

         When interest rates are rising or stock prices are falling, futures
  contracts and related options can offset a decline in the value of a
  Portfolio's securities. When rates are falling or stock prices are rising,
  futures contracts and related options can secure better rates or prices for
  the Portfolio than might later be available in the market when it makes
  anticipated purchases.

         Initial margin deposits for futures contracts and premiums paid for
  outstanding options on futures contracts may not be more than 5% of any
  Portfolio's total assets. These transactions involve brokerage costs and
  require the Portfolio to segregate assets to cover its futures contracts and
  related options positions. The use of futures contracts may involve certain
  special risks. Futures transactions involve costs and may result in losses.
  For example, a Portfolio may lose the expected benefit of the transactions if
  interest rates or stock prices move in an unanticipated manner. Such
  unanticipated changes in interest rates or stock prices may also result in
  poorer overall performance by a Portfolio than if the Portfolio had not
  entered into any futures and options transactions. For more information, see
  Futures Contracts in the Statement of Additional Information.

  Portfolio Turnover

         It is expected that each Portfolio may have relatively high portfolio
  turnover, which would involve brokerage and transactions costs. Portfolio
  turnover generally involves some expense to a Portfolio, including brokerage
  commissions or dealer mark-ups and other transaction costs on the sale of
  securities and reinvestment in other securities. Portfolio turnover rates for
  each of the Portfolios (except the Growth & Income Portfolio and the Small Cap
  Portfolio) are shown in the section The Trust's Financial History.
  
                                     33
<PAGE>

         The Growth & Income Portfolio will effect portfolio transactions
  without regard to holding period, if, in its judgment, such transactions are
  advisable in light of general market, economic or financial conditions. As a
  result, the Portfolio may engage in a substantial number of portfolio
  transactions which could cause the portfolio turnover rate to exceed 100%,
  although under normal conditions the Portfolio does not anticipate that its
  annual portfolio turnover rate will exceed 100%. However, it is impossible to
  predict portfolio turnover rates.

         It is anticipated that the annual turnover rate for the Small Cap
  Portfolio will exceed 100%. A portfolio turnover rate in excess of 100%
  increases brokerage and transaction costs and may result in a possible
  increase in short-term capital gains (or losses).

  Borrowing

         Each of the Portfolios may borrow money to the extent permitted by each
  Portfolio's Investment Restrictions contained in the SAI. For purposes of such
  Restrictions, short sales, the entry into currency transactions, options,
  futures contracts, options on futures contracts, forward commitment
  transactions and dollar roll transactions that are not accounted for as
  financing (and the segregation of assets in connection with any of the
  foregoing) shall not constitute borrowing.

                             MANAGEMENT OF THE TRUST

  Investment Adviser

        Under an Investment Advisory Agreement dated September 22, 1994, First
  Variable Advisory Services Corp. ("Adviser") manages the business and affairs
  of the Portfolios and the Trust, subject to the control of the Board of
  Trustees of the Trust. Adviser has served as investment adviser to all
  Portfolios of the Trust since April 1, 1994. Adviser has had no previous
  experience in advising a mutual fund.

         Prior to April 1, 1994, INVESCO Capital Management, Inc. ("INVESCO")
  had acted as investment adviser to all Portfolios of the Trust.

         Adviser is a Massachusetts corporation which was incorporated on
  October 8, 1993 and which is registered with the Securities and Exchange
  Commission as an investment adviser under the Investment Advisers Act of 1940
  ("Advisers Act"). Adviser is a wholly-owned subsidiary of First Variable Life,
  which is a wholly-owned subsidiary of Irish Life of North America, Inc., a
  Delaware corporation ("ILoNA"). ILoNA is a wholly-owned subsidiary of Irish
  Life plc ("Irish Life"). Irish Life was formed in 1939 through a consolidation
  of a number of Irish and British Life offices transacting business in Ireland.
  As of the end of 1994, the Irish Life consolidated group had in excess of $9
  billion in assets.

         Under the Investment Advisory Agreement, the Adviser is obligated to
  formulate a continuing program for the investment of the assets of each
  Portfolio of the Trust in a manner consistent with each Portfolio's investment
  objectives, policies and restrictions and to determine from time to time
  securities to be purchased, sold, retained or lent by the Trust and implement
  those decisions. The Investment Advisory Agreement also provides that Adviser
  shall manage the Trust's business and affairs and shall provide such services
  required for effective administration of the Trust as are not provided by
  employees or other agents engaged by the Trust. The Investment Advisory
  Agreement further provides that Adviser shall furnish the Trust with office
  space and necessary personnel, pay ordinary office expenses, pay all executive
  salaries of the Trust and furnish, without expense to the Trust, the services
  of such members of its organization as may be duly elected officers or
  Trustees of the Trust. The Investment Advisory Agreement provides that Adviser
  may retain sub-advisers, at Adviser's own cost and expense, for the purpose of
  making investment recommendations and research information available to the
  Trust.

         As full compensation for its services under the Investment Advisory
  Agreement, the Trust pays Adviser a monthly fee at the annual rates shown in
  the table below based on the average daily net assets of each Portfolio.


                                       34
<PAGE>


                               Advisory Fee (Annual Rate based on average
  Portfolio                       daily net assets of each Portfolio)

  Cash Management               .50% of first $70 million
                                .45% of average net assets over and above
                                        $70 million
  Common Stock                  .70% of average net assets
  High Income Bond              .70% of first $40 million
                                .65% of next $20 million
                                .55% of next $15 million
                                .50% of average net assets over and above
                                    $75 million
  World Equity                  .70% of first $200 million
                                .625% of next $300 million
                                .50% of average net assets in excess of
                                    $500 million
  Multiple Strategies           .70% of average net assets
  Tilt Utility                  .65% of first $100 million
                                .55% of average net assets over and above
                                    $100 million
  U.S. Government               .60% of first $200 million
  Bond                          .50% of average net assets over and above
                                    $200 million
  Growth & Income               .75% of average net assets
  Small Cap                     .85% of average net assets

   
         The Adviser and First Variable Life have agreed that they will, if
  necessary, pay the expenses of each Portfolio of the Trust until April 1, 1997
  to the extent that expenses of a Portfolio, other than Adviser's compensation,
  exceed the annual rate of 0.50% of a Portfolio's average net assets (0.25% in
  the case of the Cash Management Portfolio and the U.S. Government Bond
  Portfolio). Monarch Life, First Variable Life and Adviser have entered into an
  Expense Sharing Agreement under the terms of which Monarch Life will reimburse
  First Variable Life for Monarch Life's share of the expense reimbursement, on
  a pro-rata basis based on the percentage of the total dollar value of the
  assets of each of the Portfolios of the Trust held by Monarch Life.

        First Variable Life and the Adviser have entered into an Investment
  Advisory Services Agreement, dated April 1, 1994, the purpose of which is to
  ensure that the Adviser, which is minimally capitalized, has adequate
  facilities and financing for the carrying on of its business. Under the terms
  of the Agreement, First Variable Life is obligated to provide the Adviser with
  adequate capitalization in order for the Adviser to meet any minimum capital
  requirements. First Variable Life is further obligated to reimburse the
  Adviser or assume payment for any obligation incurred by the Adviser and to
  provide the Adviser with facilities and personnel sufficient for the Adviser
  to perform its obligations under the Investment Advisory Agreement.
    

         For the period from January 1, 1994 through March 31, 1994, the
  Portfolios paid fees to INVESCO, the former investment adviser to the Trust,
  under the then existing Investment Advisory and Business Management
  Agreements, amounting to the following percentages of their net assets: Cash
  Management Portfolio -.50%; U.S. Government Bond Portfolio -.60%; High Income
  Bond Portfolio -.70%; Common Stock Portfolio -.70%; Multiple Strategies
  Portfolio -.70%; Equity Income Portfolio (now known as the Tilt Utility
  Portfolio) -.70%; and World Equity Portfolio - .70%. For the period from April
  1, 1994 through December 31, 1994, the Portfolios paid investment advisory
  fees to the Adviser under the Investment Advisory Agreement, amounting to the
  following percentages of their net assets: Cash Management Portfolio -.75%;
  U.S. Government Bond Portfolio -.85%; High Income Bond Portfolio -1.20%;
  Common Stock Portfolio -1.20%; Multiple Strategies Portfolio -1.20%; Equity
  Income Portfolio (now known as the Tilt Utility Portfolio) -1.15%; and World
  Equity Portfolio -1.20%.

   
         During fiscal 1995, total expenses, including investment advisory fees,
  of each of the Portfolios amounted to the following percentages of average net
  assets, reflecting an expense limitation in effect during the period: Cash
  Management Portfolio -.75%; Common Stock Portfolio -1.17%; High Income Bond
  Portfolio - 1.20%; Multiple

                                       35
<PAGE>

  Strategies Portfolio -1.20%; U.S. Government Bond Portfolio -.85%; Tilt
  Utility Portfolio (formerly known as the Equity Income Portfolio) -1.15%;
  World Equity Portfolio 1.20%; Small Cap Portfolio - 1.35%; and Growth & Income
  Portfolio - 1.25%. The expense limitation currently in effect is described
  above.
    

  Sub-Advisers

         In accordance with each Portfolio's investment objective and policies
  and under the supervision of Adviser and the Trust's Board of Trustees, each
  Portfolio's Sub-Adviser is responsible for the day to day investment
  management of the Portfolio, makes investment decisions for the Portfolio and
  places orders on behalf of the Portfolio to effect the investment decisions
  made. The following organizations act as Sub-Advisers to the Portfolios:

  Federated Investment Counseling ("Federated"), Federated Investors Tower,
  Pittsburgh, PA 15222, is the Sub-Adviser for the Cash Management Portfolio and
  the High Income Bond Portfolio. Federated, organized as a Delaware business
  trust on April 11, 1989, is registered as an investment adviser under the
  Advisers Act. Federated acts as investment adviser to corporate clients, as
  well as sub-adviser to separate accounts of variable annuity and life
  insurance products. As of December 31, 1994, Federated had $1.3 billion in
  assets under management.

        Federated is a wholly-owned subsidiary of FII Holdings, Inc., which is a
  wholly-owned subsidiary of Federated Investors, Inc., which in turn is a
  wholly-owned subsidiary of Federated Investors.

         Ms. Deborah A. Cunningham is the portfolio manager for Federated for
  the Cash Management Portfolio. Ms. Cunningham joined Federated Investors in
  1981, and has been a Vice President of other advisory affiliates of Federated
  since 1993. Ms. Cunningham served as an Assistant Vice President of other
  advisory affiliates of Federated from 1989 until 1992, and from 1986 until
  1989 she acted as an investment analyst. Ms. Cunningham is a Chartered
  Financial Analyst and received her MSBA in Finance from Robert Morris College.

         Mr. Mark E. Durbiano is the portfolio manager for Federated for the
  High Income Bond Portfolio. Mr. Durbiano joined Federated Investors in 1982
  and has been a Vice President of advisory affiliates of Federated since 1990.
  Mr. Durbiano is a Chartered Financial Analyst and received his MBA in Finance
  from the University of Pittsburgh.

         Under the terms of the Sub-Advisory Agreement, Adviser pays to
  Federated, as full compensation for services rendered under the Agreement with
  respect to the Cash Management Portfolio, an annual fee equal to:

                     .25 of 1% on an annualized basis of the first $70 million
  of net assets under management; and .20 of 1% on an annualized basis of any
  net assets under management over and above $70 million and with respect to the
  High Income Bond Portfolio, an annual fee equal to:

                     .45 of 1% on an annualized basis of the first $40 million
  of net assets under management; and .40 of 1% on an annualized basis of any
  net assets under management over and above $40 million but not exceeding $60
  million; and .30 of 1% on an annualized basis of any net assets under
  management over and above $60 million but not exceeding $75 million; and .25
  of 1% on an annualized basis of any net assets under management over and above
  $75 million.

  Value Line, Inc. ("Value Line"), 220 East 42nd Street, New York, NY
  10017-5891, is the Sub-Adviser for the Common Stock Portfolio and the Multiple
  Strategies Portfolio.

        Value Line was organized in 1982 and is the successor to substantially
  all of the operations of Arnold Bernhard & Co., Inc. ("AB&Co."). Value Line
  was formed as part of a reorganization of AB&Co., a sole proprietorship formed
  in 1931 which became a New York corporation in 1946. AB&Co. currently owns
  approximately 81% of the outstanding shares of Value Line's common stock. Jean
  Bernhard Buttner, Chairman, Chief Executive Officer and President of Value
  Line, owns a majority of the voting stock of AB&Co. All of the non-voting
  stock is owned by or for the benefit of the Bernhard family and employees and
  former employees of AB&Co. or Value Line. Value Line currently acts as
  investment adviser to the other Value Line mutual funds and furnishes
  investment counseling services to private and institutional accounts with
  combined assets in excess of $4 billion.

                                       36
<PAGE>

         The day to day portfolio management of the Common Stock Portfolio and
  the Multiple Strategies Portfolio is the responsibility of a committee
  composed of persons who are officers or employees of Value Line.

         For the services provided by Value Line, pursuant to the terms of the
  Sub-Advisory Agreement, Adviser pays an annual gross sub-advisory fee equal to
  .45% of the average daily net assets of each of the Common Stock and Multiple
  Strategies Portfolios.

  Strong Capital Management, Inc. ("Strong"), One Hundred Heritage Reserve, P.O.
  Box 2936, Milwaukee, WI 53201-2936, is the Sub-Adviser for the U.S. Government
  Bond Portfolio.

         Strong began conducting business in 1974. Since then, its principal
  business has been providing continuous investment supervision for mutual
  funds, individuals, and institutional accounts, such as pension funds and
  profit-sharing plans. As of March 31, 1995, Strong had over $12 billion under
  management. Mr. Richard S. Strong is the controlling shareholder of Strong.
  Strong also acts as investment adviser for each of the mutual funds comprising
  the Strong Family of Funds.

         Mr. Bradley C. Tank is the portfolio manager for Strong for the U.S.
  Government Bond Portfolio. Before joining Strong in June, 1990, Mr. Tank spent
  eight years at Salomon Brothers, Inc., where he was a fixed income specialist
  and, for the last six years, a vice president. He has managed or co-managed
  the Strong Advantage Fund, the Strong Short-Term Bond Fund, the Strong
  Government Securities Fund, the Strong Corporate Bond Fund and the Strong
  Asset Allocation Fund since he joined Strong. Mr. Tank received his B.A. in
  1980 from the University of Wisconsin-Eau Claire and his M.B.A. in 1982 from
  the University of Wisconsin-Madison, where he also completed the Applied
  Securities Analysis Program.

         For the services provided by Strong, pursuant to the terms of the
  Sub-Advisory Agreement, Adviser pays an annual fee to Strong as follows:

  [bullet]  an annual rate of .35 of 1% of the Portfolio's average daily net
            asset value of the first $200 million of the Portfolio's net assets
            under management; and

  [bullet]  an annual rate of .25 of 1% of the Portfolio's average daily net
            asset value of any assets of the Portfolio under management over and
            above $200 million.

  State Street Bank and Trust Company ("State Street"), Two International Place,
  Boston, MA 02110, is the Sub-Adviser for the Tilt Utility Portfolio.

         State Street has over $142 billion under management. State Street
  Global Advisors provides the investment management for the Portfolio. State
  Street Global Advisors is the investment management division of State Street
  and had over $132 billion under management as of March 31, 1994.

         The Portfolio managers of State Street Global Advisors use a team
  approach in managing the Portfolio. The team of managers responsible for the
  Portfolio includes: Douglas T. Holmes, Anthony W. Ryan, Ben J. Salm, Jeffrey
  P. Adams, Leigh Sneddon and Catherine Ryan.

         For the services provided by State Street, Adviser pays State Street
  monthly a fee at the annual rate of .40% of the average daily net assets of
  the Portfolio on the first $100 million of net assets under management and
  .30% of the average daily net assets of the Portfolio on any net assets under
  management over and above $100 million.

  Keystone Investment Management Company ("Keystone") (formerly Keystone
  Custodian Funds, Inc.), 200 Berkeley Street, Boston, MA 02116-5034, is the
  Sub-Adviser for the World Equity Portfolio.

         Keystone was organized in 1932 as a Delaware corporation. Keystone is a
  wholly-owned subsidiary of Keystone Group, Inc. ("Keystone Group"). Keystone
  Group is a corporation privately owned by members of management of Keystone
  and its affiliates. The shares of Keystone Group common stock beneficially
  owned by management are held in a number of voting trusts, the trustees of
  which are executive officers of Keystone Group.

                                       37
<PAGE>

         Keystone and its affiliates engage principally in providing various
  financial services, including investment advisory, management and/or
  administrative services to 31 mutual funds, as well as private and
  institutional accounts, with combined assets of approximately $9.8 billion.

         Mr. Gilman C. Gunn, III is the portfolio manager for Keystone for the
  foreign equity component of the World Equity Portfolio. Mr. Gunn has been
  Senior Vice President, Senior Portfolio Manager for Keystone and head of
  Keystone's international group for three years. Prior to that he headed a
  global investment department at Citibank in London. Mr. Gunn received a BA
  from Florida State University and an MBA from New York University.

         Christopher R. Ely is the portfolio manager for Keystone for the U.S.
  equity component of the World Equity Portfolio. Mr. Ely is a Vice President
  and Senior Portfolio Manager of Keystone. Prior to joining Keystone in 1986,
  Mr. Ely was an analyst for SunLife of Canada and a technology analyst with
  Fleet National Bank. Mr. Ely is a Chartered Financial Analyst. Mr. Ely
  received his B.A. from Brown University and his MBA from Babson College.

  For the services provided by Keystone, Adviser pays Keystone monthly an annual
fee as follows:

                     .45 of 1% on an annualized basis of the first $200 million
     of net assets under management;

                     .375 of 1% on an annualized basis of any net assets under
     management over and above $200 million but not exceeding $500 million; and

                     .25 of 1% on an annualized basis of any net assets under
     management over and above $500 million.

  Warburg, Pincus Counsellors, Inc. ( WPC ), 466 Lexington Avenue, New York, New
  York 10017-3147, is the Sub-Adviser for the Growth & Income Portfolio. WPC is
  a wholly-owned subsidiary of Warburg, Pincus Counsellors G.P. WPC, organized
  in 1970, is a professional investment counseling firm which provides
  investment services to investment companies, employee benefit plans, endowment
  funds, foundations and other institutions and individuals. WPC currently
  manages over $9.0 billion in assets, of which approximately $4.0 billion are
  investment companies.

         Anthony G. Orphanos, a Managing Director of WPC who has been with WPC
  for the last sixteen years, is Chief Investment Officer and is responsible for
  the day-to-day management of the Growth & Income Portfolio's investments.

         For the services provided by WPC, Adviser pays WPC monthly an annual
  fee equal to .50% of the average daily net assets of the Portfolio.

  Pilgrim Baxter & Associates, Ltd. ("Pilgrim Baxter"), 1255 Drummers Lane,
  Wayne, Pennsylvania 19087, is the Sub-Adviser for the Small Cap Portfolio.
  Pilgrim Baxter is a professional investment management firm and registered
  investment adviser that, along with its predecessor, Pilgrim Baxter Greig &
  Associates, Ltd., has been in business since 1982. On April 28, 1995, Pilgrim
  Baxter became affiliated with United Asset Management, a public company which
  currently manages over $104 billion through 42 investment management
  affiliates. This change has no effect on Pilgrim Baxter's operating structure,
  fee structure or investment disciplines. As of May 1, 1995, Pilgrim Baxter had
  discretionary management authority with respect to approximately $5 billion in
  assets. In addition to advising the Portfolio, Pilgrim Baxter provides
  advisory services to pension plans, corporations, 401(k) plans, profit sharing
  plans, individual investors, trusts and estates, and other investment
  companies.

         Gary L. Pilgrim, CFA, and Michael D. Jones are responsible for the
  day-to-day management of the Small Cap Portfolio's investments. Mr. Pilgrim
  has been the Chief Investment Officer of Pilgrim Baxter for the past five
  years and its President since 1993. Mr. Jones has been a portfolio manager
  with Pilgrim Baxter since February, 1995. From June, 1990 until February,
  1995, Mr. Jones was a portfolio manager with The Bank of New York. Prior
  thereto, from July, 1985 to June, 1990, Mr. Jones was an investment analyst at
  Fifth Third Bank of Toledo.

         For the services provided by Pilgrim Baxter, Adviser pays Pilgrim
  Baxter monthly an annual fee equal to .60% of the average daily net assets of
  the Portfolio.

                                       38
<PAGE>

  SALES AND REDEMPTIONS

         The separate accounts of the Participating Insurance Companies place
  orders to purchase and redeem shares of each Portfolio based on, among other
  things, the amount of premium payments to be invested and surrender and
  transfer requests to be effected on that day pursuant to VA contracts and VLI
  policies. Orders received by the Trust are effected on days on which the New
  York Stock Exchange is open for trading, at the net asset value per share next
  determined after receipt of the order, except that, in the case of the Cash
  Management Portfolio, purchases will not be effected until the next
  determination of net asset value after federal funds have been made available
  to the Trust. For orders received before 4:00 p.m. New York time, such
  purchases and redemptions of shares of each Portfolio are effected at the
  respective net asset values per share determined as of 4:00 p.m. New York time
  on that day. See Net Asset Value, below and Determination of Net Asset Value
  in the Trust's Statement of Additional Information. Payment for redemptions
  will be made within seven days after receipt of a redemption request in good
  order. No fee is charged to the separate accounts of the Participating
  Insurance Companies when they redeem Portfolio shares. The Trust may suspend
  the sale of shares at any time and may refuse any order to purchase shares.

         The Trust may suspend the right of redemption of shares of any
  Portfolio and may postpone payment for any period: (i) during which the New
  York Stock Exchange is closed other than for customary weekend and holiday
  closings or during which trading on the New York Stock Exchange is restricted;
  (ii) when the Securities and Exchange Commission determines that a state of
  emergency exists which makes the sale of portfolio securities or the
  determination of net asset value not reasonably practicable; (iii) as the
  Securities and Exchange Commission may by order permit for the protection of
  the security holders of the Trust; or (iv) at any time when the Trust may,
  under applicable laws and regulations, suspend payment on the redemption of
  its shares.

         Should any conflict between VA contract and VLI policy holders arise
  which would require that a substantial amount of net assets be withdrawn from
  the Trust, orderly portfolio management could be disrupted to the potential
  detriment of such contract and policy holders.

  NET ASSET VALUE

         Each Portfolio calculates the net asset value of a share by dividing
  the total value of its assets, less liabilities, by the number of shares
  outstanding. Shares are valued as of 4:00 p.m. on each day the New York Stock
  Exchange is open.

         The Cash Management Portfolio values its portfolio investments at
  amortized cost according to Securities and Exchange Commission Rule 2a-7. The
  amortized cost of an instrument is determined by valuing it at cost originally
  and thereafter amortizing any discount or premium from its face value at a
  constant rate until maturity.

        Because foreign securities are quoted in foreign currencies which will
  be translated into U.S. dollars at the New York cable transfer rates or at
  such other value rates as the Trustees may determine in computing net asset
  value, fluctuations in the value of such currencies in relation to the U.S.
  dollar will affect the net asset value of shares of a Portfolio investing in
  foreign securities even though there has not been any change in the values of
  such securities.

                             PERFORMANCE INFORMATION

         Cash Management Portfolio: From time to time, the Cash Management
  Portfolio's annualized "yield" and "effective yield" may be presented in
  advertisements and sales literature. The Portfolio's "yield" represents an
  annualization of the increase in value of an account (excluding any capital
  changes) invested in the Portfolio for a specific seven-day period. The
  Portfolio's "effective yield" compounds such yield for a year and thus is
  greater than the Portfolio's yield.

         Other Portfolios: Performance information for each of the other
  Portfolios may also be presented from time to time in advertisements and sales
  literature. A Portfolio's "yield" is calculated by dividing the Portfolio's
  annualized net investment income per share during a recent 30-day period by
  the Portfolio's net asset value per share on the last day of the period. A
  Portfolio's total return is quoted both for the life of the Portfolio and for
  the one-year period and, where applicable, the five-year period through the
  most recent calendar quarter and is determined by calculating the change in
  value of a hypothetical $1,000 investment in the Portfolio for each of those
  periods. (In the case of the Common Stock

                                       39
<PAGE>

  Portfolio, total return calculations are presented for the one-, five-, and
  ten-year periods through the most recent calendar quarter.) Total return
  calculations assume reinvestment of all Portfolio distributions from net
  investment income and net realized gains.

         All performance information presented for the Portfolios is based on
  past performance and does not predict future performance. Any Portfolio
  performance information presented will also include or be accompanied by
  performance information for the insurance company separate accounts investing
  in the Trust which will take into account insurance-related charges and
  expenses under such insurance policies and contracts.

         Advertisements concerning the Trust may from time to time compare the
  performance of one or more Portfolios to various indices. Advertisements may
  also contain the performance rankings assigned certain Portfolios or their
  advisers by various publications and statistical services, including, for
  example, SEI, Lipper Analytical Services Mutual Funds Survey, Lipper Variable
  Insurance Products Performance Analysis Service, Morningstar, Intersec
  Research Survey of Non-U.S. Equity Fund Returns, Frank Russell International
  Universe, Sylvia Porter Personal Finance, and Financial Services Week. Any
  such comparisons or rankings are based on past performance and the statistical
  computation performed by publications and services, and are not necessarily
  indications of future performance. Because the Portfolios are managed
  investment vehicles investing in a wide variety of securities, the securities
  owned by a Portfolio will not match those making up an index.

                    TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

        Each Portfolio of the Trust intends to qualify and elect to be treated
  as a regulated investment company that is taxed under the rules of Subchapter
  M of the Internal Revenue Code. As such an electing regulated investment
  company, a Portfolio will not be subject to federal income tax on its net
  ordinary income and net realized capital gains to the extent such income and
  gains are distributed to the separate accounts of the Participating Insurance
  Companies which hold its shares. For further information concerning federal
  income tax consequences for the holders of the VA contracts and VLI policies
  and the insurance companies issuing such contracts and policies, investors
  should consult the prospectus used in connection with the issuance of their
  particular contracts or policies.

         The Cash Management Portfolio will declare a dividend of its net
  ordinary income daily and distribute such dividend monthly. Distributions will
  be made shortly after the first business day of each month following
  declaration of the dividend. Each of the other Portfolios will declare and
  distribute dividends from net ordinary income at least annually and will
  distribute its net realized capital gains, if any, at least annually.
  Distributions of ordinary income and capital gains will be made in shares of
  such Portfolios unless an election is made on behalf of a separate account to
  receive distributions in cash. Participating Insurance Companies will be
  informed at least annually about the amount and character of distributions
  from the Trust for federal income tax purposes.

                             ADDITIONAL INFORMATION

                The Trust was established as a Massachusetts business trust
  under the laws of Massachusetts by an Agreement and Declaration of Trust dated
  December 23, 1986 (the "Declaration of Trust"). Under Massachusetts law,
  shareholders of such a 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
  in connection with Trust property or the acts, obligations, or affairs of the
  Trust. The Declaration of Trust also provides for indemnification out of a
  Portfolio's property of any shareholder of that Portfolio held personally
  liable for the claims and liabilities to which a shareholder may become
  subject by reason of being or having been a shareholder. Thus, the risk of a
  shareholder's incurring financial loss on account of shareholder liability is
  limited to circumstances in which the Portfolio itself would be unable to meet
  its obligations. A copy of the Declaration of Trust is on file with the
  Secretary of State of The Commonwealth of Massachusetts.

         The Trust has an unlimited authorized number of shares of beneficial
  interest. Shares of the Trust are entitled to one vote per share (with
  proportional voting for fractional shares) and are freely transferable, and,
  in liquidation of a Portfolio, shareholders of the Portfolio are entitled to
  receive pro rata the net assets of the Portfolio. Although no Portfolio is
  required to hold annual meetings of its shareholders, shareholders have the
  right to call a meeting to elect or remove Trustees or to take other actions
  as provided in the Declaration of Trust. Shareholders have no preemptive
  rights. The Trust's transfer and dividend-paying agent and custodian is State
  Street Bank and Trust Company, 225

                                       40
<PAGE>

  Franklin Street, Boston, Massachusetts 02110. State Street Bank and Trust
  Company also provides certain administrative services to the Trust.

   
        All of the shares of each of the Portfolios are currently owned by First
  Variable Life and Monarch Life pursuant to variable annuity contracts issued
  to contract owners of First Variable Life Annuity Funds A, E, and M and
  Monarch Life Separate Accounts VA and VA-3. First Variable Life and Monarch
  Life have, however, agreed to vote their shares in proportion to and in the
  manner instructed by contract owners. The only person known to First Variable
  Life or Monarch Life to own, of record or beneficially, more than 20% of the
  outstanding variable annuity accumulation units of Funds A, E or M or Separate
  Accounts VA or VA-3 is the State of Arkansas which owned, on March 31, 1996, a
  total of 303,392 accumulation units of Fund A, or 71% of the then outstanding
  accumulation units (which is representative of 13.9% of the outstanding shares
  of the Trust). The State's ownership of variable annuity contracts arises
  pursuant to non-qualified deferred compensation plans sponsored by the State
  for the benefit of plan participants. By virtue of the foregoing, both First
  Variable Life and the State of Arkansas may be deemed to be controlling
  persons of each of the Portfolios.
    

                                       41
<PAGE>


                                     PART B

                                       42
<PAGE>




                         VARIABLE INVESTORS SERIES TRUST

   
                                    FORM N-1A
                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION
                                   MAY 1, 1996



     This Statement of Additional Information contains information which may be
of interest to investors but which is not included in the Prospectus of Variable
Investors Series Trust (the "Trust"). This Statement is not a prospectus and is
only authorized for distribution when accompanied or preceded by the Prospectus
of the Trust dated May 1, 1996. This Statement should be read together with the
Prospectus. Investors may obtain a free copy of the Prospectus by calling First
Variable Advisory Services Corp., the Trust's investment adviser, at (800)
228-1035.

                                Table of Contents


Part I                                                   PAGE

DEFINITIONS
INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST
INVESTMENT RESTRICTIONS
MANAGEMENT OF THE TRUST
DETERMINATION OF NET ASSET VALUE
TAXES
DIVIDENDS AND DISTRIBUTIONS
PERFORMANCE INFORMATION
SHAREHOLDER COMMUNICATIONS
ORGANIZATION AND CAPITALIZATION
PORTFOLIO TURNOVER
CUSTODIAN
INDEPENDENT AUDITORS
SHAREHOLDER LIABILITY
FIXED-INCOME SECURITY RATINGS
FINANCIAL STATEMENTS
    

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<PAGE>


                         VARIABLE INVESTORS SERIES TRUST

                       STATEMENT OF ADDITIONAL INFORMATION

DEFINITIONS

The "Trust"                     -  Variable Investors Series Trust.
                                -

"Adviser"                       -  First Variable Advisory Services
                                   Corp., the Trust's Investment
                                   adviser.

INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST

     The Trust currently offers shares of beneficial interest of nine series
(the "Portfolios") with separate investment objectives and policies. The
investment objectives and policies of each of the Portfolios of the Trust are
described in the Prospectus. This Statement contains additional information
concerning certain investment practices and investment restrictions of the
Trust.

     Except as described below under "Investment Restrictions", the investment
objectives and policies described in the Prospectus and in this Statement are
not fundamental, and the Trustees may change the investment objectives and
policies of a Portfolio without an affirmative vote of shareholders of the
Portfolio.

     Except as otherwise noted below, the following descriptions of certain
investment policies and techniques are applicable to all of the Portfolios.

Options

     For hedging purposes only, each Portfolio other than the Cash Management
Portfolio may write covered call options and covered put options on securities
it owns or in which it may invest. In addition, for hedging purposes only, the
Growth & Income Portfolio and the Small Cap Portfolio may buy put options, buy
call options and write put options.

     Covered call options. Each Portfolio other than the Cash Management
Portfolio may write covered call options on portfolio securities and indexes as
a limited form of hedging against a decline in the price of securities owned by
the Portfolio.

     A call option gives the holder the right to purchase, and obligates the
writer to sell, a security at the exercise price at any time before the
expiration date. A call option is "covered" if the writer, at all times while
obligated as a writer, either owns the underlying securities (or comparable
securities satisfying the cover requirements of the securities exchanges), or
has the right to acquire such securities through immediate conversion of
portfolio securities.

     In return for the premium received when it writes a covered call option,
the Portfolio gives up some or all of the opportunity to profit from an increase
in the market price of the securities covering the call option during the life
of the option. The Portfolio retains the risk of loss should the price of such
securities decline. If the option expires unexercised, the Portfolio realizes a
gain equal to the premium, which may be offset by a decline in price of the
underlying security. If the option is exercised, the Portfolio realizes a gain
or loss equal to the difference between the Portfolio's cost for the underlying
security and the proceeds of sale (exercise price minus commissions) plus the
amount of the premium.

     A Portfolio may terminate a call option that it has written before it
expires by entering into a closing purchase transaction. A Portfolio may enter
into closing purchase transactions in order to free itself to sell the
underlying security or to write another call on the security, realize a profit
on a previously written call option, or protect a security from being called in
an

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<PAGE>

unexpected market rise. Any profits from a closing purchase transaction may be
offset by a decline in the value of the underlying security. Conversely, 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 a
closing purchase transaction is likely to be offset in whole or in part by
unrealized appreciation of the underlying security owned by the Trust.

     Covered put options. Each Portfolio other than the Cash Management
Portfolio may write covered put options on securities and indexes as a limited
form of hedging against an increase in the price of securities that the
Portfolio plans to purchase. A put option gives the holder the right to sell,
and obligates the writer to buy, a security at the exercise price at any time
before the expiration date. A put option is "covered" if the writer segregates
cash and high-grade short-term debt obligations or other permissible collateral
equal to the price to be paid if the option is exercised.

     In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, the Portfolio also
receives interest on the cash and debt securities maintained to cover the
exercise price of the option. By writing a put option, the Portfolio assumes the
risk that it may be required to purchase the underlying security for an exercise
price higher than its then current market value, resulting in a potential
capital loss unless the security later appreciates in value.

     A Portfolio may terminate a put option that it has written before it
expires by a closing purchase transaction. Any loss from this transaction may be
partially or entirely offset by the premium received on the terminated option.

     Purchasing put and call options. Each Portfolio other than the Cash
Management Portfolio may also purchase put options to protect portfolio holdings
against a decline in market value. This protection lasts for the life of the put
option because the Portfolio, as a holder of the option, may sell the underlying
security or unit of the index at the exercise price regardless of any decline in
its market price. In order for a put option to be profitable, the market price
of the underlying security must decline sufficiently below the exercise price to
cover the premium and transaction costs that the Portfolio must pay. These costs
will reduce any profit the Portfolio might have realized had it sold the
underlying security instead of buying the put option.

     Each Portfolio other than the Cash Management Portfolio may purchase call
options to hedge against an increase in the price of securities that the
Portfolio wants ultimately to buy. Such hedge protection is provided during the
life of the call option since the Portfolio, as holder of the call option, is
able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market price. In order for a call option
to be profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and transaction
costs. These costs will reduce any profit the Portfolio might have realized had
it bought the underlying security at the time it purchased the call option.

     Combined Option Positions. A Portfolio may purchase and write options in
combination with each other to adjust the risk and return characteristics of the
overall position. For example, a Portfolio may purchase a put option and write a
call option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

     Options on foreign securities. The Trust may, on behalf of each of the
Portfolios other than the Cash Management Portfolio, purchase and sell options
on foreign securities if in the opinion of the Sub-Adviser of the particular
Portfolio the investment characteristics of such options, including the risks of
investing in such options, are consistent with the Portfolio's investment
objectives. It is expected that risks related to such options will not differ
materially from risks related to options on U.S. securities. However, position
limits and other rules of foreign exchanges may differ from those in the U.S. In
addition, options markets in some countries, many of which are relatively new,
may be less liquid than comparable markets in the U.S.

     Risks involved in the sale of options. Options transactions involve certain
risks, including the risks that a Portfolio's Sub-Adviser will not forecast
interest rate or market movements correctly, that a Portfolio may be unable at
times to close out such positions, or that hedging transactions may not
accomplish their purpose because of imperfect market correlations.

                                       45
<PAGE>

The successful use of these strategies depends on the ability of a Portfolio's
Sub-Adviser to forecast market and interest rate movements correctly.

     An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. If no secondary market were to
exist, it would be impossible to enter into a closing transaction to close out
an option position. As a result, a Portfolio may be forced to continue to hold,
or to purchase at a fixed price, a security on which it has sold an option at a
time when a Portfolio's Sub-Adviser believes it is inadvisable to do so.

     Higher than anticipated trading activity or order flow or other unforeseen
events might cause the Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict the Trust's use
of options. The exchanges have established limitations on the maximum number of
calls and puts of each class that may be held or written by an investor or group
of investors acting in concert. It is possible that the Trust and other clients
of a Sub-Adviser may be considered such a group. These position limits may
restrict the Trust's ability to purchase or sell options on particular
securities.

     Options which are not traded on national securities exchanges may be closed
out only with the other party to the option transaction. For that reason, it may
be more difficult to close out unlisted options than listed options.
Furthermore, unlisted options are not subject to the protection afforded
purchasers of listed options by The Options Clearing Corporation.

     Government regulations, particularly the requirements for qualification as
a "regulated investment company" under the Internal Revenue Code, may also
restrict the Trust's use of options.

Futures Contracts

     In order to hedge against the effects of adverse market changes, the Trust
may, on behalf of each Portfolio that may invest in debt securities, other than
the Cash Management Portfolio, buy and sell futures contracts on debt securities
of the type in which the Portfolio may invest and on indexes of debt securities.
In addition, the Trust may, on behalf of each Portfolio that may invest in
equity securities, purchase and sell stock index futures to hedge against
changes in stock market prices. The Trust may also, for hedging purposes,
purchase and write options on futures contracts of the type which such
Portfolios are authorized to buy and sell and may engage in related closing
transactions. All such futures and related options will, as may be required by
applicable law, be traded on exchanges that are licensed and regulated by the
Commodity Futures Trading Commission (the "CFTC").

     Futures on Debt Securities and Related Options. A futures contract on a
debt security is a binding contractual commitment which, if held to maturity,
will result in an obligation to make or accept delivery, during a particular
month, of securities having a standardized face value and rate of return. By
purchasing futures on debt securities -- assuming a "long" position -- the Trust
will legally obligate itself on behalf of the Portfolios to accept the future
delivery of the underlying security and pay the agreed price. By selling futures
on debt securities -- assuming a "short" position -- it will legally obligate
itself to make the future delivery of the security against payment of the agreed
price. Open futures positions on debt securities will be valued at the most
recent settlement price, unless that price does not in the judgment of persons
acting at the direction of the Trustees as to the valuation of the Trust's
assets reflect the fair value of the contract, in which case the positions will
be valued by or under the direction of the Trustees or such persons.

     Positions taken in the futures markets are not normally held to maturity,
but are instead liquidated through offsetting transactions which may result in a
profit or a loss. While futures positions taken by the Trust on behalf of a
Portfolio will usually be liquidated in this manner, the Trust may instead make
or take delivery of the underlying securities whenever it appears economically
advantageous to the Portfolio to do so. A clearing corporation associated with
the exchange on which futures are traded assumes responsibility for such closing
transactions and guarantees that the Trust's sale and purchase obligations under
closed-out positions will be performed at the termination of the contract.

     Hedging by use of futures on debt securities seeks to establish more
certainly than would otherwise be possible the effective rate of return on
portfolio securities. A Portfolio may, for example, take a "short" position in
the futures market by selling contracts for the future delivery of debt
securities held by the Portfolio (or securities having characteristics similar
to those held by the Portfolio) in order to hedge against an anticipated rise in
interest rates that would adversely affect the value

                                       46
<PAGE>

of the Portfolio's portfolio securities. When hedging of this character is
successful, any depreciation in the value of portfolio securities may
substantially be offset by appreciation in the value of the futures position.

     On other occasions, the Portfolio may take a "long" position by purchasing
futures on debt securities. This would be done, for example, when the Trust
expects to purchase for the Portfolio particular securities when it has the
necessary cash, but expects the rate of return available in the securities
markets at that time to be less favorable than rates currently available in the
futures markets. If the anticipated rise in the price of the securities should
occur (with its concomitant reduction in yield), the increased cost to the
Portfolio of purchasing the securities may be offset, at least to some extent,
by the rise in the value of the futures position taken in anticipation of the
subsequent securities purchase.

     Successful use by the Trust of futures contracts on debt securities is
subject to the ability of a Portfolio's Sub-Adviser to predict correctly
movements in the direction of interest rates and other factors affecting markets
for debt securities. For example, if a Portfolio has hedged against the
possibility of an increase in interest rates which would adversely affect the
market prices of debt securities held by it and the prices of such securities
increase instead, the Portfolio will lose part or all of the benefit of the
increased value of its 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 securities to meet
daily maintenance margin requirements. The Portfolio may have to sell securities
at a time when it may be disadvantageous to do so.

     The Trust may purchase and write put and call options on certain debt
futures contracts, as they become available. Such options are similar to options
on securities except that options on futures contracts give the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period of
the option. As with options on securities, the holder or writer of an option may
terminate his position by selling or purchasing an option of the same series.
There is no guarantee that such closing transactions can be effected. The Trust
will be required to deposit initial margin and maintenance margin with respect
to put and call options on futures contracts written by it pursuant to brokers'
requirements, and, in addition, net option premiums received will be included as
initial margin deposits. See "Margin Payments" below. Compared to the purchase
or sale of futures contracts, the purchase of call or put options on futures
contracts involves less potential risk to the Trust because the maximum amount
at risk is the premium paid for the options plus transactions costs. However,
there may be circumstances when the purchase of call or put options on a futures
contract would result in a loss to the Trust when the purchase or sale of the
futures contracts would not, such as when there is no movement in the prices of
debt securities. The writing of a put or call option on a futures contract
involves risks similar to those risks relating to the purchase or sale of
futures contracts.

     Index Futures Contracts and Options. Each Portfolio other than the Cash
Management Portfolio may invest in debt index futures contracts and stock index
futures contracts, and in related options. A debt index futures contract is a
contract to buy or sell units of a specified debt index at a specified future
date at a price agreed upon when the contract is made. A unit is the current
value of the index. Debt index futures in which the Trust presently expects to
invest are not now available, although the Trust expects such futures contracts
to become available in the future. A stock index futures contract is a contract
to buy or sell units of a stock index at a specified future date at a price
agreed upon when the contract is made. A unit is the current value of the stock
index.

     The following example illustrates generally the manner in which index
futures contracts operate. The Standard & Poor's 100 Stock Index is composed of
100 selected common stocks, most of which are listed on the New York Stock
Exchange. The S&P 100 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the market
values of those common stocks. In the case of the S&P 100 Index, contracts are
to buy or sell 100 units. Thus, if the value of the S&P 100 Index were $180, one
contract would be worth $18,000 (100 units x $180). The stock index futures
contract specifies that no delivery of the actual stocks making up the index
will take place. Instead, settlement in cash must occur upon the termination of
the contract, with the settlement being the difference between the contract
price and the actual level of the stock index at the expiration of the contract.
For example, if a Portfolio enters into a futures contract to buy 100 units of
the S&P 100 Index at a specified future date at a contract price of $180 and the
S&P 100 Index is at $184 on that future date, the Portfolio will gain $400 (100
units x gain of $4). If the Portfolio enters into a futures contract to sell 100
units of the stock index at a specified future date at a contract price of $180
and the S&P 100 Index is at $182 on that future date, the Portfolio will lose
$200 (100 units x loss of $2).

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<PAGE>

     The Trust does not presently expect to invest in debt index futures
contracts. Stock index futures contracts are currently traded with respect to
the S&P 100 Index on the Chicago Mercantile Exchange, and with respect to other
broad stock market indexes, such as the New York Stock Exchange Composite Stock
Index, which is traded on the New York Futures Exchange, and the Value Line
Composite Stock Index, which is traded on the Kansas City Board of Trade, as
well as with respect to narrower "sub-indexes" such as the S&P 100 Energy Stock
Index and the New York Stock Exchange Utilities Stock Index. A Portfolio may
purchase or sell futures contracts with respect to any stock indexes. Positions
in index futures may be closed out only on an exchange or board of trade which
provides a secondary market for such futures.

     In order to hedge a Portfolio's investments successfully using futures
contracts and related options, the Trust must invest in futures contracts with
respect to indexes or sub-indexes the movements of which will, in its judgment,
have a significant correlation with movements in the prices of the Portfolio's
securities.

     Options on index futures contracts are similar to options on securities
except that options on index futures contracts give the purchaser the right, in
return for the premium paid, to assume a position in an index futures contract
(a long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the period of the option.
Upon exercise of the option, the holder would assume the underlying futures
position and would receive a variation margin payment of cash or securities
approximating the increase in the value of the holder's option position. If an
option is exercised on the last trading day prior to the expiration date of the
option, the settlement will be made entirely in cash based on the difference
between the exercise price of the option and the closing level of the index on
which the futures contract is based on the expiration date. Purchasers of
options who fail to exercise their options prior to the exercise date suffer a
loss of the premium paid.

     As an alternative to purchasing and selling call and put options on index
futures contracts, each of the Portfolios which may purchase and sell index
futures contracts may purchase and sell call and put options on the underlying
indexes themselves to the extent that such options are traded on national
securities exchanges. Index options are similar to options on individual
securities in that the purchaser of an index option acquires the right to buy
(in the case of a call) or sell (in the case of a put), and the writer
undertakes the obligation to sell or buy (as the case may be), units of an index
at a stated exercise price during the term of the option. Instead of giving the
right to take or make actual delivery of securities, the holder of an index
option has the right to receive a cash "exercise settlement amount". This amount
is equal to the amount by which the fixed exercise price of the option exceeds
(in the case of a put) or is less than (in the case of a call) the closing value
of the underlying index on the date of the exercise, multiplied by a fixed
"index multiplier".

     A Portfolio may purchase or sell options on stock indices in order to close
out its outstanding positions in options on stock indices which it has
purchased. A Portfolio may also allow such options to expire unexercised.

     Compared to the purchase or sale of futures contracts, the purchase of call
or put options on an index involves less potential risk to the Trust because the
maximum amount at risk is the premium paid for the options plus transactions
costs. The writing of a put or call option on an index involves risks similar to
those risks relating to the purchase or sale of index futures contracts.

     Margin Payments. When a Portfolio purchases or sells a futures contract, it
is required to deposit with its custodian an amount of cash, U.S. Treasury
bills, or other permissible collateral equal to a small percentage of the amount
of the futures contract. This amount is known as "initial margin". The nature of
initial margin is different from that of margin in security transactions in that
it does not involve borrowing money to finance transactions. Rather, initial
margin is similar to a performance bond or good faith deposit that is returned
to the Trust upon termination of the contract, assuming the Trust satisfies its
contractual obligations.

     Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market". These payments are called "variation
margin" and are made as the value of the underlying futures contract fluctuates.
For example, when a Portfolio sells a futures contract and the price of the
underlying debt security rises above the delivery price, the Portfolio's
position declines in value. The Portfolio then pays the broker a variation
margin payment equal to the difference between the delivery price of the futures
contract and the market price of the securities underlying the futures contract.
Conversely, if the price of the underlying security falls below the delivery
price of the contract, the Portfolio's futures position increases in value. The
broker then must make a variation margin payment equal to the difference between
the delivery price of the futures contract and the market price of the
securities underlying the futures contract.

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<PAGE>

     When a Portfolio terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Portfolio, and the Portfolio realizes a loss or a gain. Such closing
transactions involve additional commission costs.

Special Risks of Transactions in Futures Contracts and Related Options

     Liquidity risks. Positions in futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Trust 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.
If there is not a liquid secondary market at a particular time, it may not be
possible to close a futures position at such time and, in the event of adverse
price movements, the Trust would continue to be required to make daily cash
payments of variation margin. However, in the event financial futures are used
to hedge portfolio securities, such securities will not generally be sold until
the financial futures can be terminated. In such circumstances, an increase in
the price of the portfolio securities, if any, may partially or completely
offset losses on the financial futures.

     In addition to the risks that apply to all options transactions, there are
several special risks relating to options on futures contracts. The ability to
establish and close out positions in such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
such a market will develop. Although the Trust generally will purchase only
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. In the event no such market exists
for particular options, it might not be possible to effect closing transactions
in such options with the result that the Trust would have to exercise the
options in order to realize any profit.

     Hedging risks. There are several risks in connection with the use by a
Portfolio of futures contracts and related options as a hedging device. One risk
arises because of the imperfect correlation between movements in the prices of
the futures contracts and options and movements in the underlying securities or
index or movements in the prices of the Trust's securities which are the subject
of the hedge. A Portfolio's Sub-Adviser will, however, attempt to reduce this
risk by purchasing and selling, to the extent possible, futures contracts and
related options on securities and indexes the movements of which will, in its
judgment, correlate closely with movements in the prices of the underlying
securities or index and the Trust's portfolio securities sought to be hedged.

     Successful use of futures contracts and options by a Portfolio for hedging
purposes is also subject to a Portfolio's Sub-Adviser's ability to predict
correctly movements in the direction of the market. It is possible that, where a
Portfolio has purchased puts on futures contracts to hedge its portfolio against
a decline in the market, the securities or index on which the puts are purchased
may increase in value and the value of securities held in the portfolio may
decline. If this occurred, the Portfolio would lose money on the puts and also
experience a decline in value in its portfolio securities. In addition, the
prices of futures, for a number of reasons, may not correlate perfectly with
movements in the underlying securities or index due to certain market
distortions. First, all participants in the futures market are subject to margin
deposit requirements. Such requirements may cause investors to close futures
contracts through offsetting transactions which could distort the normal
relationship between the underlying security or index and futures markets.
Second, the margin requirements in the futures markets are less onerous than
margin requirements in the securities markets in general, and as a result the
futures markets may attract more speculators than the securities markets do.
Increased participation by speculators in the futures markets may also cause
temporary price distortions. Due to the possibility of price distortion, even a
correct forecast of general market trends by a Portfolio's Sub-Adviser may still
not result in a successful hedging transaction over a very short time period.

     Other Risks. Portfolios will incur brokerage fees in connection with their
futures and options transactions. In addition, while futures contracts and
options on futures will be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while a Portfolio may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Portfolio than if it had not entered into any futures
contracts or options transactions. Moreover, in the event of an imperfect
correlation between the futures position and the portfolio position which is
intended to be protected, the desired protection may not be obtained and the
Portfolio may be exposed to risk of loss.

Forward Commitments

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<PAGE>

     The Trust may, on behalf of each Portfolio, enter into contracts to
purchase securities for a fixed price at a future date beyond customary
settlement time ("forward commitments") if the Portfolio holds, and maintains
until the settlement date in a segregated account with its custodian, cash or
high-grade debt obligations in an amount sufficient to meet the purchase price,
or if the 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 the Portfolio's other assets. Where such
purchases are made through dealers, the Portfolio relies on the dealer to
consummate the sale. The dealer's failure to do so may result in the loss to the
Portfolio of an advantageous yield or price.

     Although a Portfolio will generally enter into forward commitments with the
intention of acquiring securities for its portfolio or for delivery pursuant to
options contracts it has entered into, a Portfolio may dispose of a commitment
prior to settlement if a Portfolio's Sub-Adviser deems it appropriate to do so.
A Portfolio may realize short-term profits or losses upon the sale of forward
commitments.

Repurchase Agreements

     On behalf of each Portfolio, the Trust may enter into repurchase
agreements. A repurchase agreement is a contract under which the Portfolio
acquires a security for a relatively short period (usually not more than one
week) subject to the obligation of the seller to repurchase and the Portfolio to
resell such security at a fixed time and price (representing the Portfolio's
cost plus interest). It is the Trust's present intention to enter into
repurchase agreements only with member banks of the Federal Reserve System and
securities dealers meeting certain criteria as to creditworthiness and financial
condition established by the Trustees of the Trust and only with respect to
obligations of the U.S. government or its agencies or instrumentalities or other
high quality short term debt obligations. Repurchase agreements may also be
viewed under the Investment Company Act of 1940, as amended ("1940 Act"), as
loans made by the Trust which are collateralized by the securities subject to
repurchase. The Sub-Advisers will monitor such transactions to ensure that the
value of the underlying securities will be at least equal at all times to the
total amount of the repurchase obligation, including the interest factor. If the
seller defaults, the Trust could realize a loss on the sale of the underlying
security to the extent that the proceeds of sale including accrued interest are
less than the resale price provided in the agreement including interest. In
addition, if the seller should be involved in bankruptcy or insolvency
proceedings, the Trust may incur delay and costs in selling the underlying
security or may suffer a loss of principal and interest if the Trust is treated
as an unsecured creditor and required to return the underlying collateral to the
seller's estate.

Reverse Repurchase Agreements

     The Trust may, on behalf of each of the Portfolios, enter into reverse
repurchase agreements, which involve the sale by the Portfolio of securities
held by it with an agreement to repurchase the securities at an agreed upon
price, date, and interest payment. The Portfolios will use the proceeds of the
reverse repurchase agreements to purchase securities either maturing, or under
an agreement to resell, at a date simultaneous with or prior to the expiration
of the reverse repurchase agreement. A Portfolio will use reverse repurchase
agreements when the interest income to be earned from the investment of the
proceeds of the transaction is greater than the interest expense of the reverse
repurchase transaction. Reverse repurchase agreements into which the Portfolios
will enter require that the market value of the underlying security and other
collateral equal or exceed the repurchase price (including interest accrued on
the security), and require the Portfolios to provide additional collateral if
the market value of such security falls below the repurchase price at any time
during the term of the reverse repurchase agreement. The Trust's ability to
enter into reverse repurchase agreements may be limited by tax considerations.

     Reverse repurchase agreements are considered to be borrowings under the
1940 Act, and may be entered into only for temporary or emergency purposes.
While reverse repurchase transactions are outstanding, a Portfolio will maintain
in a segregated account with its custodian or a qualified sub-custodian, cash,
U.S. Government securities or other liquid, high-grade debt securities of an
amount at least equal to the market value of the securities, plus accrued
interest, subject to the agreement and will monitor the account to ensure that
such value is maintained.

When-Issued Securities

     The Trust may, on behalf of each Portfolio, from time to time purchase
securities on a "when-issued" basis. Debt securities are often issued on this
basis. The price of such securities, which may be expressed in yield terms, is
fixed at

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<PAGE>

the time a commitment to purchase is made, but delivery and payment for the
when-issued securities take place at a later date. Normally, the settlement date
occurs within one month of the purchase. During the period between purchase and
settlement, no payment is made by a Portfolio and no interest accrues to the
Portfolio. To the extent that assets of a Portfolio are held in cash pending the
settlement of a purchase of securities, that Portfolio would earn no income.
While the Trust may sell its right to acquire when-issued securities prior to
the settlement date, the Trust intends actually to acquire such securities
unless a sale prior to settlement appears desirable for investment reasons. At
the time a Portfolio makes the commitment to purchase a security on a
when-issued basis, it will record the transaction and reflect the amount due and
the value of the security in determining the Portfolio's net asset value. The
market value of the when-issued securities may be more or less than the purchase
price payable at the settlement date. Each Portfolio will establish a segregated
account in which it will maintain cash and U.S. Government Securities or other
high-grade debt obligations at least equal in value to commitments for
when-issued securities. Such segregated securities either will mature or, if
necessary, be sold on or before the settlement date.

Loans of Portfolio Securities

     The Trust may lend the portfolio securities of any Portfolio (other than
the Cash Management Portfolio), provided: (1) the loan is secured continuously
by collateral consisting of U.S. Government Securities, cash, or cash
equivalents adjusted daily to have market value at least equal to the current
market value of the securities loaned; (2) the Trust may at any time call the
loan and regain the securities loaned; (3) the Trust will receive any interest
or dividends paid on the loaned securities; and (4) the aggregate market value
of securities of any Portfolio loaned will not at any time exceed one-third of
the total assets of the Portfolio. In addition, it is anticipated that the
Portfolio may share with the borrower some of the income received on the
collateral for the loan or that it will be paid a premium for the loan. Before
the Portfolio enters into a loan, a Portfolio's Sub-Adviser considers all
relevant facts and circumstances including the creditworthiness of the borrower.
The risks in lending portfolio securities, as with other extensions of credit,
consist of possible delay in recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. Although voting
rights, or rights to consent, with respect to the loaned securities pass to the
borrower, the Trust retains the right to call the loans at any time on
reasonable notice, and it will do so in order that the securities may be voted
by the Trust if the holders of such securities are asked to vote upon or consent
to matters materially affecting the investment. The Trust will not lend
portfolio securities to borrowers affiliated with the Trust.

Foreign Securities

     The Cash Management Portfolio, High Income Bond Portfolio and U.S.
Government Bond Portfolio may invest without limit, except as applicable to
securities generally, in foreign securities which meet the criteria applicable
to the Portfolio's domestic investments, and in certificates of deposit issued
by United States branches of foreign banks and foreign branches of United States
banks (except that, under normal market conditions, at least 80% of the assets
of the U.S. Government Bond Portfolio will be invested in U.S. Government
Securities). Investment by the Common Stock Portfolio, the Tilt Utility
Portfolio, the Multiple Strategies Portfolio, the Growth & Income Portfolio and
the Small Cap Portfolio in foreign securities is subject to the limitations set
forth in the Trust's Prospectus under Investment Objectives and Policies of the
Portfolios. In the case of the Cash Management Portfolio, foreign debt
securities must be United States dollar-denominated.

     Except with respect to developing markets, the World Equity Portfolio may
invest without limitation in securities of foreign issuers. The World Equity
Portfolio may invest up to 5% of its assets in developing markets. The risks of
investing in foreign markets are generally intensified for investments in
developing markets. Additional risks of investing in such markets include (i)
less social, political, and economic stability; (ii) the smaller size of the
securities markets in such countries and the lower volume of trading, which may
result in a lack of liquidity and in greater price volatility; (iii) certain
national policies which may restrict the Portfolio's investment opportunities,
including restrictions on investment in issuers or industries deemed sensitive
to national interest; and (iv) less developed legal structures governing private
or foreign investment or allowing for judicial redress for injury to private
property.

     Investments in foreign securities may involve considerations different from
investments in domestic securities due to limited publicly available
information, non-uniform accounting standards, lower trading volume and possible
consequent illiquidity, greater volatility in price, the possible imposition of
withholding or confiscatory taxes, the possible adoption of foreign governmental
restrictions affecting the payment of principal and interest, expropriation of
assets, nationalization, or other adverse political or economic developments.
Foreign companies may not be subject to auditing and financial reporting
standards and requirements comparable to those which apply to U.S. companies.
Foreign brokerage commissions and other

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fees are generally higher than in the United States. It may be more difficult to
obtain and enforce a judgment against a foreign issuer.

     In addition, to the extent that any Portfolio's foreign investments are not
United States dollar-denominated, the Portfolio may be affected favorably or
unfavorably by changes in currency exchange rates or exchange control
regulations and may incur costs in connection with conversion between
currencies.

     In determining whether to invest in securities of foreign issuers, the
investment advisor of a Portfolio seeking current income will consider the
likely impact of foreign taxes on the net yield available to the Portfolio and
its shareholders. Income received by a Portfolio from sources within foreign
countries may be reduced by withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. It is impossible to determine the effective rate
of foreign tax in advance since the amount of a Portfolio's assets to be
invested in various countries is not known, and tax laws and their
interpretations may change from time to time and may change without advance
notice. Any such taxes paid by a Portfolio will reduce its net income available
for distribution to shareholders.

Foreign Currency Transactions

     The Trust may engage in currency exchange transactions, on behalf of its
Portfolios which may invest in foreign securities, to protect against
uncertainty in the level of future foreign currency exchange rates. The Trust
may engage in both "transaction hedging" and "position hedging".

     When it engages in transaction hedging, the Trust enters into foreign
currency transactions with respect to specific receivables or payables of a
Portfolio generally arising in connection with the purchase or sale of its
portfolio securities. The Trust will engage in transaction hedging when it
desires to "lock in" the U.S. dollar price of a security it has agreed to
purchase or sell, or the U.S. dollar equivalent of a dividend or interest
payment in a foreign currency. By transaction hedging the Trust will attempt to
protect a Portfolio against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar and the applicable foreign currency
during the period between the date on which the security is purchased or sold or
on which the dividend or interest payment is declared, and the date on which
such payments are made or received.

     The Trust may purchase or sell a foreign currency on a spot (or cash) basis
at the prevailing spot rate in connection with transaction hedging. The Trust
may also enter into contracts to purchase or sell foreign currencies at a future
date ("forward contracts") and purchase and sell foreign currency futures
contracts.

     For transaction hedging purposes the Trust may also purchase
exchange-listed and over-the-counter call and put options on foreign currency
futures contracts and on foreign currencies. A put option on a futures contract
gives the Trust the right to assume a short position in the futures contract
until expiration of the option. A put option on currency gives the Trust the
right to sell a currency at an exercise price until the expiration of the
option. A call option on a futures contract gives the Trust the right to assume
a long position in the futures contract until the expiration of the option. A
call option on currency gives the Trust the right to purchase a currency at the
exercise price until the expiration of the option. The Trust will engage in
over-the-counter transactions only when appropriate exchange-traded transactions
are unavailable and when, in the opinion of the Portfolio's investment adviser,
the pricing mechanism and liquidity are satisfactory and the participants are
responsible parties likely to meet their contractual obligations.

     When it engages in position hedging,the Trust enters into foreign currency
exchange transactions to protect against a decline in the values of the foreign
currencies in which securities held by a Portfolio are denominated or are quoted
in their principle trading markets or an increase in the value of currency for
securities which a Portfolio expects to purchase. In connection with position
hedging, the Trust may purchase put or call options on foreign currency and
foreign currency futures contracts and buy or sell forward contracts and foreign
currency futures contracts. The Trust may also purchase or sell foreign currency
on a spot basis.

     The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the values of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.
  
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     It is impossible to forecast with precision the market value of a
Portfolio's portfolio securities at the expiration or maturity of a forward or
futures contract. Accordingly, it may be necessary for the Trust to purchase
additional foreign currency on behalf of a Portfolio on the spot market (and
bear the expense of such purchase) if the market value of the security or
securities being hedged is less than the amount of foreign currency the Trust is
obligated to deliver and if a decision is made to sell the security or
securities and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security or securities of a Portfolio if the market
value of such security or securities exceeds the amount of foreign currency the
Trust is obligated to deliver on behalf of the Portfolio.

     To offset some of the costs to a Portfolio of hedging against fluctuations
in currency exchange rates, the Trust may write covered call options on those
currencies.

     Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which a Portfolio owns or intends to
purchase or sell. They simply establish a rate of exchange which one can achieve
at some future point in time. Additionally, although these techniques tend to
minimize the risk of loss due to a decline in the value of the hedged currency,
they tend to limit any potential gain which might result from the increase in
the value of such currency.

     A Portfolio may also seek to increase its current return by purchasing and
selling foreign currency on a spot basis, and by purchasing and selling options
on foreign currencies and on foreign currency futures contracts, and by
purchasing and selling foreign currency forward contracts.

     Currency Forward and Futures Contracts. A forward foreign currency exchange
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
as agreed by the parties, at a price set at the time of the contract. In the
case of a cancelable forward contract, the holder has the unilateral right to
cancel the contract at maturity by paying a specified fee. The 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 at any
stage for trades. A foreign currency futures contract is a standardized contract
for the future delivery of a specified amount of a foreign currency at a future
date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges
regulated by the CFTC, such as the New York Mercantile Exchange.

     Forward foreign currency exchange contracts differ from foreign currency
futures contracts in certain respects. For example, the maturity date of a
forward contract may be any fixed number of days from the date of the contract
agreed upon by the parties, rather than a predetermined date in a given month.
Forward contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A forward
contract generally requires no margin or other deposit.

     At the maturity of a forward or futures contract, the Trust may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.

     Positions in foreign currency futures contracts and related options may be
closed out only on an exchange or board of trade which provides a secondary
market in such contracts or options. Although the Trust intends to purchase or
sell foreign currency futures contracts and related options only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or option or at any particular time. In such event,
it may not be possible to close a futures or related option position and, in the
event of adverse price movements, the Trust would continue to be required to
make daily cash payments of variation margin on its futures positions.

     Foreign Currency Options. Options on foreign currencies operate similarly
to options on securities, and are traded primarily in the over-the-counter
market, although options on foreign currencies have recently been listed on
several exchanges. Such options will be purchased or written only when a
Portfolio's Sub-Adviser believes that a liquid secondary market exists for such
options. There can be no assurance that a liquid secondary market will exist for
a particular option at

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any specific time. Options on foreign currencies are affected by all of those
factors which influence exchange rates and investments generally.

     The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

     There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the U.S. options
markets.

     Foreign Currency Conversion. Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to the Trust at
one rate, while offering a lesser rate of exchange should the Trust desire to
resell that currency to the dealer.

     Swaps, Caps, Floors and Collars. Among the Strategic Transactions into
which the Tilt Utility Portfolio may enter are interest rate, currency and index
swaps and the purchase or sale of related caps, floors and collars. The
Portfolio expects to enter into these transactions primarily to preserve a
return or spread on a particular investment or portion of its portfolio, to
protect against currency fluctuations, as a duration management technique or to
protect against any increase in the price of securities the Portfolio
anticipates purchasing at a later date. The Portfolio intends to use these
transactions as hedges and not as speculative investments and will not sell
interest rate caps or floors where it does not own securities or other
instruments providing the income stream the Portfolio may be obligated to pay.
Interest rate swaps involve the exchange by the Portfolio with another party of
their respective commitments to pay or receive interest, e.g., an exchange of
floating rate payments for fixed rate payments with respect to a notional amount
of principal. A currency swap is an agreement to exchange cashflows on a
notional amount of two or more currencies based on the relative value
differential among them. An index swap is an agreement to swap cash flows on a
notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.

     The Portfolio will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Portfolio receiving or paying, as the case
may be, only the net amount of the two payments. Inasmuch as these swaps, caps,
floors and collars are entered into for good faith hedging purposes, the
Sub-Adviser and the Portfolio believe such obligations do not constitute senior
securities under the Investment Company Act of 1940, as amended, and,
accordingly, will not treat them as being subject to its borrowing restrictions.
The Portfolio will not enter into any swap, cap, floor or collar transaction
unless, at the time of entering into such transaction, the unsecured long-term
debt of the Counterparty, combined with any credit enhancements, is rated at
least "A" by S&P or Moody's or has an equivalent equity rating from an NRSRO or
is determined to be of equivalent credit quality by the Sub-Adviser. If there is
a default by the counterparty, the Portfolio may have contractual remedies
pursuant to the agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and agents utilizing standardized swap
documentation. As a result, the swap market has become relatively liquid. Caps,
floors and collars are more recent innovations for which standardized
documentation has not yet been fully developed and, accordingly, they are less
liquid than swaps.

     With respect to swaps, the Portfolio will accrue the net amount of the
excess, if any, of its obligations over its entitlements with respect to each
swap on a daily basis and will segregate with its custodian an amount of cash or
liquid high-grade

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securities having a value equal to the accrued excess. Caps, floors and collars
require segregation of assets with a value equal to a Portfolio's net
obligation, if any.

Zero-Coupon Securities

     Zero-coupon securities in which a Portfolio may invest are debt obligations
which are generally issued at a discount and payable in full at maturity, and
which do not provide for current payments of interest prior to maturity.
Zero-coupon securities usually trade at a deep discount from their face or par
value and are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities which make current
distributions of interest. As a result, the net asset value of shares of a
Portfolio investing in zero-coupon securities may fluctuate over a greater range
than shares of other Portfolios of the Trust and other mutual funds investing in
securities making current distributions of interest and having similar
maturities.

     Zero-coupon securities may include U.S. Treasury bills issued directly by
the U.S. Treasury or other short-term debt obligations, and longer-term bonds or
notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment brokerage firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves are
held in book-entry form at the Federal Reserve Bank or, in the case of bearer
securities (i.e., unregistered securities which are owned ostensibly by the
bearer or holder thereof), in trust on behalf of the owners thereof.

     In addition, the Treasury has facilitated transfers of ownership of
zero-coupon securities by accounting separately for the beneficial ownership of
particular interest coupons and corpus payments on Treasury securities through
the Federal Reserve book-entry record-keeping system. The Federal Reserve
program as established by the Treasury Department is known as "STRIPS" or
"Separate Trading of Registered Interest and Principal of Securities." Under the
STRIPS program, a Portfolio will be able to have its beneficial ownership of
U.S. Treasury zero-coupon securities recorded directly in the book-entry
record-keeping system in lieu of having to hold certificates or other evidences
of ownership of the underlying U.S. Treasury securities.

     When debt obligations have been stripped of their unmatured interest
coupons by the holder, the stripped coupons are sold separately. The principal
or corpus is sold at a deep discount because the buyer receives only the right
to receive a future fixed payment on the security and does not receive any
rights to periodic cash interest payments. Once stripped or separated, the
corpus and coupons may be sold separately. Typically, the coupons are sold
separately or grouped with other coupons with like maturity dates and sold in
such bundled form. Purchasers of stripped obligations acquire, in effect,
discount obligations that are economically identical to the zero-coupon
securities issued directly by the obligor.

Utility Securities - Tilt Utility Portfolio

     Entities that issue Utility Securities may be subject to a variety of risks
depending, in part, on such factors as the type of utility involved and its
geographic location. Such risks may include potential increases in operating
costs, increases in interest expenses for capital construction programs,
government regulation of rates charged to customers, costs associated with
compliance with environmental and other regulations, service interruption due to
environmental, operational or other mishaps, the effects of economic slowdowns,
surplus capacity and increased competition from other providers of utility
services. Issuers of Utility Securities generally have their rates determined by
state utility commissions or other governmental authorities or, depending on the
jurisdiction and the nature of the issuer, such issuers may set their own rates.
Changes in service rates generally lag changes in financing costs, and thus can
favorably or unfavorably affect the ability of issuers of Utility Securities to
maintain or increase dividend rates on such securities, depending upon whether
such rates and costs are declining or rising. To the extent that rates are
established or reviewed by governmental authorities, the utility is subject to
the risk that such authority will not authorize increased rates. Issuers of
Utility Securities are subject to regulation by various authorities and may be
affected by the imposition of special tariffs and charges. There can be no
assurance that regulatory policies or accounting standard changes will not
negatively affect the ability of issuers of Utility Securities to service
principal, interest and dividend payments. The Tilt Utility Portfolio has a
policy of investing at least 80% of its total assets in Utility Securities and
is therefore more susceptible than an investment company without such a policy
to economic, political, environmental or regulatory occurrences affecting
issuers of Utility Securities.

                                       55
<PAGE>

     Electric Utilities. Regulatory changes with respect to conventionally
fueled generating facilities could increase costs or impair the ability of
certain electric utilities ("Electric Utilities") to operate such facilities,
thus reducing their ability to service dividend payments with respect to Utility
Securities. Electric Utilities that utilize coal in connection with the
production of electric power are particularly susceptible to environmental
regulation, including the requirements of the federal Clean Air Act and of
similar state laws. Such regulation may necessitate large capital expenditures
in order for the utility to achieve compliance.

     Gas Utilities. Many gas utilities ("Gas Utilities") generally have been
adversely affected by oversupply conditions, and by increased competition from
other providers of utility services. In addition, some Gas Utilities entered
into long-term contracts with respect to the purchase or sale of gas at fixed
prices, which prices have since changed significantly in the open market. In
many cases, such price changes have been to the disadvantage of the Gas Utility.
Gas Utilities are particularly susceptible to supply and demand imbalances due
to unpredictable climate conditions and other factors and are subject to
regulatory risks as well.

     Telecommunications Utilities. Telecommunications regulation typically
limits rates charged, returns earned, providers of services, types of services,
ownership, areas served and terms for dealing with competitors and customers.
Telecommunications regulation generally has tended to be less stringent for
newer services, such as mobile services, than for traditional telephone service,
although there can be no assurances that such newer services will not be heavily
regulated in the future. Regulation may limit rates based on an authorized level
of earnings, a price index, or another formula. Telephone rate regulation may
include government-mandated cross-subsidies that limit the flexibility of
existing service providers to respond to competition. Regulation may also limit
the use of new technologies and hamper efficient depreciation of existing
assets. If regulation limits the use of new technologies by established carriers
or forces cross-subsidies, large private networks may emerge.

Lower Grade Securities

     The Tilt Utility Portfolio may invest up to 20% of its assets in
lower-grade income securities, including lower-grade fixed-income Utility
Securities. (The High Income Bond Portfolio may invest a substantial portion of
its assets in medium and lower grade corporate debt securities entailing certain
risks. See "Special Risks Relating to High Income Bonds" in the Prospectus.)
Such lower grade securities are rated BB or B by S&P or Ba or B by Moody's and
are commonly referred to as "junk bonds." Investment in such securities involves
special risks, as described herein. Liquidity relates to the ability of the
Portfolio to sell a security in a timely manner at a price which reflects the
value of that security. As discussed below, the market for lower grade
securities is considered generally to be less liquid than the market for
investment grade securities. The relative illiquidity of some of the Portfolio's
portfolio securities may adversely affect the ability of the Portfolio to
dispose of such securities in a timely manner and at a price which reflects the
value of such security in the Sub-Adviser's judgment. The market for less liquid
securities tends to be more volatile than the market for more liquid securities
and market values of relatively illiquid securities may be more susceptible to
change as a result of adverse publicity and investor perceptions than are the
market values of higher grade, more liquid securities.

     The Portfolio's net asset value will change with changes in the value of
its portfolio securities. Because the Portfolio will invest in fixed income
securities, the Portfolio's net asset value can be expected to change as general
levels of interest rates fluctuate. When interest rates decline, the value of a
portfolio invested in fixed income securities can be expected to rise.
Conversely, when interest rates rise, the value of a portfolio invested in fixed
income securities can be expected to decline. Net asset value and market value
may be volatile due to the Portfolio's investment in lower grade and less liquid
securities. Volatility may be greater during periods of general economic
uncertainty.

     The Portfolio's investments are valued pursuant to guidelines adopted and
periodically reviewed by the Board of Trustees. To the extent that there is no
established retail market for some of the securities in which the Portfolio may
invest, there may be relatively inactive trading in such securities and the
ability of the Sub-Adviser to accurately value such securities may be adversely
affected. During periods of reduced market liquidity and in the absence of
readily available market quotations for securities held in the Portfolio's
portfolio, the responsibility of the Sub-Adviser to value the Portfolio's
securities becomes more difficult and the Sub-Adviser's judgment may play a
greater role in the valuation of the Portfolio's securities due to the reduced
availability of reliable objective data. To the extent that the Portfolio
invests in illiquid securities and securities which are restricted as to resale,
the Portfolio may incur additional risks and costs.

                                       56
<PAGE>

     Lower grade securities generally involve greater credit risk than higher
grade securities. A general economic downturn or a significant increase in
interest rates could severely disrupt the market for lower grade securities and
adversely affect the market value of such securities. In addition, in such
circumstances, the ability of issuers of lower grade securities to repay
principal and to pay interest, to meet projected financial goals and to obtain
additional financing may be adversely affected. Such consequences could lead to
an increased incidence of default for such securities and adversely affect the
value of the lower grade securities in the Portfolio's portfolio and thus the
Portfolio's net asset value. The secondary market prices of lower grade
securities are less sensitive to changes in interest rates than are those for
higher rated securities, but are more sensitive to adverse economic changes or
individual issuer developments. Adverse publicity and investor perceptions,
whether or not based on rational analysis, may also affect the value and
liquidity of lower grade securities.

     Yields on the Portfolio's portfolio securities can be expected to fluctuate
over time. In addition, periods of economic uncertainty and changes in interest
rates can be expected to result in increased volatility of the market prices of
the lower grade securities in the Portfolio's portfolio and thus in the net
asset value of the Portfolio. Net asset value and market value may be volatile
due to the Portfolio's investment in lower grade and less liquid securities.
Volatility may be greater during periods of general economic uncertainty. The
Portfolio may incur additional expenses to the extent it is required to seek
recovery upon a default in the payment of interest or a repayment of principal
on its portfolio holdings, and the Portfolio may be unable to obtain full
recovery thereof. In the event that an issuer of securities held by the
Portfolio experiences difficulties in the timely payment of principal or
interest and such issuer seeks to restructure the terms of its borrowings, the
Portfolio may incur additional expenses and may determine to invest additional
capital with respect to such issuer or the project or projects to which the
Portfolio's portfolio securities relate.

     The Portfolio will rely on the Sub-Adviser's judgment, analysis and
experience in evaluating the creditworthiness of an issue. In this evaluation,
the Sub-Adviser will take into consideration, among other things, the issuer's
financial resources, its sensitivity to economic conditions and trends, its
operating history, the quality of the issuer's management and regulatory
matters. The Sub-Adviser also may consider, although it does not rely primarily
on, the credit ratings of S&P and Moody's in evaluating fixed-income securities.
Such ratings evaluate only the safety of principal and interest payments, not
market value risk. Additionally, because the creditworthiness of an issuer may
change more rapidly than is able to be timely reflected in changes in credit
ratings, the Sub-Adviser continuously monitors the issuers of such securities
held in the Portfolio's portfolio. The Portfolio may, if deemed appropriate by
the Sub-Adviser, retain a security whose rating has been downgraded below B by
S&P or below B by Moody's, or whose rating has been withdrawn.

     Because the Portfolio may invest up to 20% of its assets in these unrated
income securities, achievement by the Portfolio of its investment objective may
be more dependent upon the Sub-Adviser's investment analysis than would be the
case if the Portfolio were investing exclusively in rated securities.

Short Sales "Against the Box"

     The Growth & Income Portfolio may engage in short sales "against the box."
In a short sale, the Portfolio sells a borrowed security and has a corresponding
obligation to the lender to return the identical security. The Portfolio may
engage in short sales if at the time of the short sale it owns or has the right
to obtain, at no additional cost, an equal amount of the security being sold
short. This investment technique is known as a short sale "against the box." In
a short sale, a seller does not immediately deliver the securities sold and is
said to have a short position in those securities until delivery occurs. If the
Portfolio engages in a short sale, the collateral for the short position will be
maintained by the Portfolio's custodian or a qualified sub-custodian. While the
short sale is open, the Portfolio will maintain in a segregated account an
amount of securities equal in kind and amount to the securities sold short or
securities convertible into or exchangeable for such equivalent securities.
These securities constitute the Portfolio's long position. The Portfolio will
not engage in short sales against the box for speculative purposes. The
Portfolio may, however, make a short sale as a hedge, when it believes that the
price of a security may decline, causing a decline in the value of a security
owned by the Portfolio (or a security convertible or exchangeable for such
security), or when the Portfolio wants to sell the security at an attractive
current price, but also wishes to defer recognition of gain or loss for federal
income tax purposes and for purposes of satisfying certain tests applicable to
regulated investment companies under the Internal Revenue Code. In such case,
any future losses in the Portfolio's long position should be reduced by a gain
in the short position. Conversely, any gain in the long position should be
reduced by a loss in the short position. The extent to which such gains or
losses are reduced will depend upon the amount of the security sold short
relative to the amount the Portfolio owns. There will be certain additional
transaction costs associated with short sales against the box, but the Portfolio
will endeavor to offset these costs with the income from the investment of the
cash proceeds of short sales.

                                       57
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Investment Company Shares

     The Small Cap Portfolio and the Tilt Utility Portfolio may invest in shares
of money market mutual funds, except as set forth under "Investment
Restrictions" below. Since such funds pay management fees and other expenses,
shareholders of the Portfolios would indirectly pay both Portfolio expenses and
the expenses of underlying funds with respect to Portfolio assets invested
therein. Applicable regulations prohibit the Portfolios from acquiring the
securities of other investment companies if, as a result of such acquisition,
the Portfolio owns more than 3% of the total voting stock of the company; more
than 5% of the Portfolio's total assets are invested in securities of any one
investment company; or more than 10% of the total assets of the Portfolio are
invested in securities (other than treasury stock) issued by all investment
companies.

Section 4(2) Paper

     The Growth & Income Portfolio may invest in commercial paper which is
issued in reliance on the "private placement" exemption from registration which
is afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933
Act") ("Section 4(2) Paper"). Section 4(2) paper is restricted as to disposition
under the federal securities laws and is generally sold to institutional
investors such as the Portfolio which agree that they are purchasing the paper
for investment and not with a view to public distribution. Any resale by the
purchaser must be in an exempt transaction. Section 4(2) paper normally is
resold to other institutional investors through or with the assistance of
investment dealers who make a market in the Section 4(2) paper, thereby
providing liquidity. See "Illiquid Securities" below.

Illiquid Securities

     A Portfolio may not invest more than 10% (except 15% with respect to the
Growth & Income Portfolio) of its net assets in illiquid securities, including
repurchase agreements which have a maturity of longer than seven days and
securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale. Securities that have
legal or contractual restrictions on resale but have a readily available market
are not considered illiquid for purposes of this limitation. The Portfolios'
Sub-Advisers will monitor the liquidity of such restricted securities under the
supervision of the Adviser and the Board of Trustees. Repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.

     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. 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. Adverse market conditions could
impede such a public offering of securities.

     In recent years, however, 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 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.

   
Rule 144A Securities
    

     The SEC adopted Rule 144A which allows for a broader institutional trading
market for securities otherwise subject to restriction on resale to the general
public. Rule 144A establishes a "safe harbor" from the registration requirements
of the 1933 Act for resales of certain securities to qualified institutional
buyers. The Adviser and Sub-Advisers anticipate that the market for certain
restricted securities such as institutional commercial paper will expand further
as a result of this relatively new regulation and the development of automated
systems for the trading, clearance and settlement of unregistered securities of
domestic and foreign issuers, such as the PORTAL System sponsored by the NASD.

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<PAGE>

     The Sub-Advisers and the Adviser will monitor the liquidity of restricted
securities in the Portfolios under the supervision of the Board of Trustees. In
reaching liquidity decisions, the Sub-Advisers and the Adviser may consider,
inter alia, the following factors: (1) the unregistered nature of the security;
(2) the frequency of trades and quotes for the security; (3) the number of
dealers wishing to purchase or sell the security and the number of other
potential purchasers; (4) dealer undertakings to make a market in the security
and (5) 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).

Convertible Securities

     The Common Stock, Growth & Income, Small Cap and World Equity Portfolios of
the Trust may invest in convertible securities such as bonds, notes and
preferred stocks which are convertible or exchangeable for common stocks.
Convertible securities have characteristics similar to both fixed income and
equity securities. Because of the conversion feature, the market value of
convertible securities tends to move together with the market value of the
underlying common stock. As a result, a Portfolio's selection of convertible
securities is based, to a great extent, on the potential for capital
appreciation that may exist in the underlying stock. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuer, and any call provisions.

Rights Offerings and Purchase Warrants

     The Common Stock, Growth & Income, Small Cap and World Equity Portfolios of
the Trust may invest in rights offerings and purchase warrants which are
privileges issued by a corporation which enable the owner to subscribe to and
purchase a specified number of shares of the corporation at a specified price
during a specified period of time. Subscription rights normally have a short
lifespan to expiration. The purchase of rights or warrants involves the risk
that a Portfolio could lose the purchase value of a right or warrant if the
right to subscribe to additional shares is not executed prior to the rights and
warrants expiration. Also, the purchase of rights and/or warrants involves the
risk that the effective price paid for the right and/or warrant added to the
subscription price of the related security may exceed the value of the
subscribed security's market price such as when there is no movement in the
level of the underlying security.

Money Market Instruments

     The Cash Management Portfolio may invest in various types of money market
instruments including those described below. Certain of the instruments listed
below may also be purchased by the other Portfolios in accordance with their
investment policies and all Portfolios may purchase such instruments to invest
otherwise idle cash or for defensive purposes.

     Bankers' Acceptance - A bill of exchange or time draft drawn on and
accepted by a commercial bank. It is used by corporations to finance the
shipment and storage of goods and to furnish dollar exchange. Maturities are
generally six months or less.

     Certificate of Deposit - A negotiable interest bearing instrument with a
specific maturity. Certificates of deposit are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit
generally carry penalties for early withdrawal.

     Commercial Paper - The term used to designate unsecured short-term
promissory notes issued by corporations and other entities. Maturities on these
issues typically vary from a few days to nine months.

     U.S. Government Securities - U.S. Government direct obligations consist of
bills, notes and bonds issued by the U.S. Treasury. U.S. Government Agency
Securities are issued by certain federal agencies that have been established as
instrumentalities of the U.S. Government to supervise and finance certain types
of activities. Issues of these agencies, while not direct obligations of the
U.S. Government, are either backed by the full faith and credit of the United
States, guaranteed by the Treasury or supported by the issuing agency's right to
borrow from the Treasury, or supported only by the credit of the
instrumentality.

     U.S. Treasury obligations also include separately traded interest and
principal component parts of such obligations that are transferable through the
federal book-entry system and which are known as Separately Traded Registered
Interest and Principal Securities ("STRIPS") and Coupon Under Book Entry
Safekeeping ("CUBES").

                                       59
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INVESTMENT RESTRICTIONS

     The following investment restrictions may not be changed with respect to
any Portfolio without the approval of a majority of the outstanding voting
securities of that Portfolio. Under the Investment Company Act of 1940 and the
rules thereunder, "majority of the outstanding voting securities" of a Portfolio
means the lesser of (1) 67% of the shares of that Portfolio present at a meeting
if the holders of more than 50% of the outstanding shares of that Portfolio are
present in person or by proxy, and (2) more than 50% of the outstanding shares
of that Portfolio. Any investment restrictions which involve a maximum
percentage of securities or assets shall not be considered to be violated unless
an excess over the percentage occurs immediately after, and is caused by, an
acquisition or encumbrance of securities or assets of, or borrowings by or on
behalf of, a Portfolio, as the case may be.

Fundamental Investment Restrictions (All Portfolios Except Tilt Utility
Portfolio, Small Cap Portfolio and Growth & Income Portfolio)

     The Trust may not, on behalf of a Portfolio:

     (1) as to 75% of the value of the Portfolio's total assets, invest more
than 5% of the value of the total assets of the Portfolio in the securities
(other than U.S. Government Securities) of any one issuer;

     (2) invest more than 25% of the value of its total assets in the securities
(other than U.S. Government Securities), of issuers in a single industry, except
that this policy shall not limit investment by the Cash Management Portfolio in
obligations of U.S. banks (excluding their foreign branches);

     (3) borrow money except from banks as a temporary measure for extraordinary
or emergency purposes or by entering into reverse repurchase agreements (the
Trust is required to maintain asset coverage (including borrowings) of 300% for
all borrowings);

     (4) make loans to other persons, except loans of portfolio securities and
except to the extent that the purchase of debt obligations in accordance with
its investment objectives and policies or entry into repurchase agreements may
be deemed to be loans;

     (5) invest more than 10% of the total assets of a Portfolio (taken at
market value) in illiquid securities, including repurchase agreements maturing
in more than seven days;

     (6) purchase the securities of any issuer if such purchase would cause more
than 10% of the voting securities of such issuer to be held by a Portfolio;

     (7) purchase or sell any commodity contract or purchase or write any put or
call option or any combination thereof, except that each Portfolio may purchase
and sell futures contracts based on debt securities, indexes of securities, and
foreign currencies and purchase and write options on securities, futures
contracts which it may purchase, securities indexes, and foreign currencies.
(Securities denominated in gold or other precious metals or whose value is
determined by the value of gold or other precious metals are not considered to
be commodity contracts);

     (8) purchase securities on margin, except such short-term credits as may be
necessary for the clearance of purchases and sales of securities, and except
that it may make margin payments in connection with futures contracts and
related options;

     (9) make short sales of securities unless such Portfolio owns an equal
amount of such securities or owns securities which, without payment of any
further consideration, are convertible into or exchangeable for securities of
the same issue as, and equal in amount to, the securities sold short;

     (10) underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under federal securities laws;

     (11) purchase or sell real estate, although it may purchase and sell
securities which are secured by or represent interests in real estate,
mortgage-related securities, securities of companies principally engaged in the
real estate industry and participation interests in pools of real estate
mortgage loans, and it may liquidate real estate acquired as a result of default
on a mortgage;

                                       60
<PAGE>

     (12) make investments for the purpose of gaining control of a company's
management; and

     (13) issue any class of securities which is senior to a Portfolio's shares
of beneficial interest except as permitted under the Investment Company Act of
1940 or by order of the SEC.

Fundamental Investment Restrictions (Tilt Utility Portfolio Only)

     The Tilt Utility Portfolio may not:

     (1) With respect to 75% of its total assets, purchase any securities (other
than obligations guaranteed by the United States Government or by its agencies
or instrumentalities), if, as a result, more than 5% of the Portfolio's total
assets (determined at the time of investment) would then be invested in
securities of a single issuer or, if, as a result, the Portfolio would hold more
than 10% of the outstanding voting securities of an issuer.

     (2) Issue senior securities, borrow money from banks or enter into reverse
repurchase agreements with banks in the aggregate in excess of 33 1/3% of the
Portfolio's total assets (after giving effect to any such borrowing); which
amount includes no more than 5% in borrowings and reverse repurchase agreements
with any entity for temporary purposes. The Portfolio will not mortgage, pledge
or hypothecate any assets other than in connection with issuances, borrowings,
hedging transactions and risk management techniques.

     (3) Make loans of money or property to any person, except (i) to the extent
the securities in which the Portfolio may invest are considered to be loans,
(ii) through the loan of portfolio securities, and (iii) to the extent that the
Portfolio may lend money or property in connection with maintenance of the value
of, or the Portfolio's interest with respect to, the securities owned by the
Portfolio.

     (4) Buy any securities "on margin." Neither the deposit of initial or
maintenance margin in connection with Strategic Transactions nor short term
credits as may be necessary for the clearance of transactions is considered the
purchase of a security on margin.

     (5) Sell any securities "short," write, purchase or sell puts, calls or
combinations thereof, or purchase or sell interest rate or other financial
futures or index contracts or related options, except in connection with
Strategic Transactions.

     (6) Act as an underwriter of securities, except to the extent the Portfolio
may be deemed to be an underwriter in connection with the sale of securities
held in its portfolio.

     (7) Make investments for the purpose of exercising control or participation
in management, except to the extent that exercise by the Portfolio of its rights
under agreements related to portfolio securities would be deemed to constitute
such control or participation.

     (8) Invest in securities of other investment companies, except as part of a
merger, consolidation or other acquisition and except as permitted under the
Investment Company Act of 1940, as amended.

     (9) Invest in oil, gas or mineral leases or in equity interests in oil,
gas, or other mineral exploration or development programs except pursuant to the
exercise by the Portfolio of its rights under agreements relating to portfolio
securities.

     (10) Purchase or sell real estate, commodities or commodity contracts,
except to the extent that the securities that the Portfolio may invest in are
considered to be interests in real estate, commodities or commodity contracts or
to the extent the Portfolio exercises its rights under agreements relating to
portfolio securities (in which case the Portfolio may liquidate real estate
acquired as a result of a default on a mortgage), and except to the extent that
Strategic Transactions the Portfolio may engage in are considered to be
commodities or commodities contracts.

Fundamental Investment Restrictions (Growth & Income Portfolio Only)

     The Growth & Income Portfolio may not:

                                       61
<PAGE>

     1. Borrow money, except from banks or by entering into reverse repurchase
agreements for temporary purposes and then in amounts not in excess of 30% of
the value of the Portfolio's total assets at the time of such borrowing, and
only if after such borrowing there is asset coverage of at least 300 percent for
all borrowings of the Portfolio; or mortgage, pledge or hypothecate any of the
Portfolio's assets except as may be necessary in connection with such borrowing
or reverse repurchase agreements; or purchase portfolio securities while
borrowings and reverse repurchase agreements in excess of 5% of the Portfolio's
net assets are outstanding. (This borrowing provision is not for investment
leverage, but solely to facilitate management of the Portfolio's securities by
enabling the Portfolio to meet redemption requests where the liquidation of
portfolio securities is deemed to be disadvantageous or inconvenient);

     2. Purchase securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of the
Portfolio's total assets would be invested in the securities of such issuer, or
more than 10% of the outstanding voting securities of such issuer would be owned
by the Portfolio, except that up to 25% of the value of the Portfolio's assets
may be invested without regard to this 5% limitation;

     3. Purchase securities on margin, except for short-term credit necessary
for clearance of portfolio transactions, except that the Portfolio may establish
margin accounts in connection with currency transactions and its use of options,
futures contracts and options on futures contracts;

     4. Underwrite securities of other issuers, except to the extent that, in
connection with the disposition of portfolio securities, the Portfolio may be
deemed an underwriter under Federal securities laws;

     5. Make short sales of securities or maintain a short position or write or
sell puts, calls, straddles, spreads or combinations thereof, except that the
Portfolio may purchase and sell puts and call options on securities, stock
indices; enter into forward currency contracts and futures contracts; and
currencies and purchase and sell options on futures contracts;

     6. Purchase or sell real estate, provided that the Portfolio may invest in
securities secured by real estate or interests therein or issued by companies
which invest in real estate or interests therein;

     7. Purchase or sell commodities or commodity contracts, except that the
Portfolio may purchase and sell futures contracts and related options and
purchase and sell currencies on a forward commitment or delayed-delivery basis
or options on currencies;

     8. Invest in oil, gas or mineral-related programs or leases except that the
Portfolio may invest in securities of companies that invest in or sponsor oil,
gas, or mineral exploration or development programs;

     9. Make loans, except that the Portfolio may purchase or hold fixed income
securities (including loan participations and assignments and structured
securities) in accordance with its investment objective, policies and
limitations and except that the Portfolio may lend portfolio securities and
enter into repurchase agreements;

     10. Purchase any securities issued by any other investment company except
in connection with the merger, consolidation or acquisition of all the
securities or assets of such an issuer or otherwise permitted by the 1940 Act;
or

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

     In addition to the foregoing enumerated investment limitations, the
Portfolio may not (a) invest more than 5% of its total assets (taken at the time
of purchase) in securities of issuers (including their predecessors) with less
than three years of continuous operations, and (b) purchase any securities which
would cause, at the time of purchase, more than 25% of the value of the total
assets of the Portfolio to be invested in the obligations of issuers in any
industry (exclusive of the U.S. Government and its agencies and
instrumentalities).

Nonfundamental Policies (Growth & Income Portfolio Only)

     In addition to the foregoing, and the policies set forth in the Prospectus
with respect to the Growth & Income Portfolio, the Growth & Income Portfolio has
adopted additional investment restrictions which may be amended by the Board of
Trustees without a vote of shareholders.

                                       62
<PAGE>

     The Growth & Income Portfolio may not:

     1. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow and in connection with the writing of covered put
and call options and purchase of securities on a forward commitment or
delayed-delivery basis and collateral and initial or variation margin
arrangements with respect to currency transactions, options, futures contracts,
and options on futures contracts.

     2. Invest more than 15% of the Portfolio's net assets in securities which
may be illiquid because of legal or contractual restrictions on resale or
securities for which there are no readily available market quotations. For
purposes of this limitation, repurchase agreements with maturities greater than
seven days shall be considered illiquid securities. In no event will the
Portfolio's investment in restricted and illiquid securities exceed 15% of the
Portfolio's assets.

     3. Purchase any security if as a result the Portfolio would then have more
than 5% of its total assets invested in securities of companies (including
predecessors) that have been in continuous operation for fewer than three years.

     4. Purchase or retain securities of any company if, to the knowledge of the
Portfolio, any of the Trust's officers or Trustees or any officer or director of
the Adviser or Sub-Adviser individually owns more than 1/2 of 1% of the
outstanding securities of such company and together they own beneficially more
than 5% of the securities.

     5. Invest in warrants (other than warrants acquired by the Portfolio as
part of a unit or attached to securities at the time of purchase) if, as a
result, the investments (valued at the lower of cost or market) would exceed 5%
of the value of the Portfolio's net assets.

     6. Make additional investments (including rollovers) if the Portfolio's
borrowings exceed 5% of its net assets.

Fundamental Investment Restrictions (Small Cap Portfolio Only)

     The Small Cap Portfolio may not:

     1. With respect to 75% of its assets, purchase more than 10% of the
outstanding voting securities of any one issuer.

     2. Pledge any of its assets, except that the Portfolio may pledge assets
having a value of not more than 5% of its total assets in order to secure
permitted borrowings. Such borrowings may not exceed 5% of the value of the
Portfolio's assets and can be made only as a temporary measure for extraordinary
or emergency purposes.

     3. Make short sales of securities or maintain a short position or write or
sell puts, calls, straddles, spreads or combinations thereof, except that the
Portfolio may purchase and sell puts and call options on securities, stock
indices; enter into forward currency contracts and futures contracts; and
currencies and purchase and sell options on futures contracts.

     4. Make loans except by the purchase of bonds or other debt obligations of
types commonly offered publicly or privately and purchased by financial
institutions, including investment in repurchase agreements, provided that the
Portfolio will not make any investment in repurchase agreements maturing in more
than seven days if such investments, together with any other illiquid securities
held by the Portfolio, would exceed 10% of the value of its net assets.

     5. Purchase the securities of an issuer if, at the time thereof, such
purchase would cause more than 10% of the Portfolio's total assets to be
invested in securities for which there is no readily available market. This
limitation does not include any Rule 144A restricted security that has been
determined by, or pursuant to procedures established by, the Board, based on
trading markets for such security, to be liquid.

     6. Invest in the securities of other open-end investment companies, or
invest in the securities of closed-end investment companies except through
purchase in the open market in a transaction involving no commission or profit
to a sponsor or dealer (other than the customary broker's commission) or as part
of a merger, consolidation or other acquisition.

     7. Engage in the underwriting of securities of other issuers, except that
the Portfolio may sell an investment position even though it may be deemed to be
an underwriter as that term is defined in the Securities Act of 1933.

                                       63
<PAGE>

     8.  Purchase or sell real estate, commodities or commodity contracts.

     9. Invest in interests in oil, gas or other mineral exploration or
development programs.

Nonfundamental Policies (Small Cap Portfolio Only)

     In addition to the foregoing, and the policies set forth in the Prospectus
with respect to the Small Cap Portfolio, the Small Cap Portfolio has adopted
additional investment restrictions which may be amended by the Board of Trustees
without a vote of shareholders.

     The Small Cap Portfolio may not:

     1. Purchase more than 10% of the outstanding voting securities of any one
issuer.

     2. Purchase the security of any one issuer if such purchase would cause
more than 5% of the Portfolio's net assets (determined at the time of the
purchase) to be invested in the securities of such issuer except United States
Government securities.

     3. Invest in the securities of foreign issuers if, at the time of
acquisition, more than 15% of the value of the Portfolio's total assets would be
invested in such securities.

     4. Invest more than 5% of its assets in companies having a record, together
with predecessors, of less than three years continuous operation.

     5. Purchase securities which are not registered under the Securities Act of
1933, except that the Portfolio may invest in securities of foreign issuers.

     6. Make short sales or purchase securities on margin; but it may obtain
such short-term credits as are necessary for the clearance of purchases and
sales of securities.

     7. Invest (i) more than 5% of its net assets in warrants or (ii) more than
2% of its net assets in warrants which are not traded on the New York Stock
Exchange or the American Stock Exchange.

     8. Purchase or retain securities of an issuer if, to the knowledge of the
Portfolio, an officer, trustee, partner or director of the Portfolio or any
investment adviser of the Portfolio owns beneficially more than 1/2 of 1% of the
shares or securities of such issuer and all such officers, trustees, partners
and directors owning more than 1/2 of 1% of such shares or securities together
own more than 5% of such shares or securities.

MANAGEMENT OF THE TRUST


<TABLE>
<CAPTION>

                                      Position Held
                                      With the               Principal Occupation
Name,Address and Age                  Trust                  During Past 5 Years
- --------------------                  -------------          -------------------
<S>                                   <C>                    <C>
   
Stephan M. Largent*                   President              President, First Variable Life
10 Post Office Square                                        Insurance Company since April 1995;
Boston, MA 02109                                             prior thereto, President, ING America
                                                             Equities, Inc.

Mark E. Reynolds*                     Treasurer and Trustee  Treasurer, Chief Financial Officer and
10 Post Office Square                                        Director of Adviser since October,
Boston, MA 02109                                             1993; Vice President, Treasurer and
Age: 45                                                      Controller, First International Life
                                                             Insurance Company
                                                             from 1989 to 1992.

                                       64
<PAGE>

Paul G. Chenault                      Trustee                Senior Vice President and Chief
15 Falling Brook                                             Investment Officer, X.L. Investments,
Cincinnati, OH 45241                                         Ltd., Hamilton, Bermuda from 1990 -
                                                             1995.


Wesley E. Horton                      Trustee                Private Trustee and Investor
1100 Country Club Circle
North Palm Beach, FL  33408
     Age:_____

W. Lawrence Howe                      Trustee                Consultant; Director, Lone
1626 Barbados Court                                          Star Life Insurance Company;
Marco Island, FL  33937                                      Director, Howe- Weaver, Inc.
Mailing Address:
P.O. Box 200
Marco Island, FL  33969
     Age:_____

Laird E. Wiggin                       Trustee                Managing Director, The E/W Group, Inc.,
The E/W Group, Inc.                                          a financial management and operations
59 Rainbow Road                                              consulting firm, since March, 1993;
East Granby, CT  06026-0169                                  prior thereto, Vice President, Client
     Age:_____                                               Services, The
                                                             Leverage Group from
                                                             1992 to February,
                                                             1993; prior
                                                             thereto, Director
                                                             of Consulting
                                                             Division,
                                                             Securities Software
                                                             and Consulting from
                                                             1990 to 1992

Norman A. Fair*                       Trustee                Vice President, Treasurer & Asst.
2211 York Rd, Suite 202                                      Sec., Irish Life of North America,
Oakbrook, IL 60521                                           Inc.; prior thereto, Senior Vice
     Age: 51                                                 President and Chief Financial Officer
                                                             of Interstate Assurance Company (an
                                                             affiliate of Adviser) since 1988;
                                                             Director of Adviser

Arnold R. Bergman                     Secretary              Vice President - Legal &
10 Post Office Square                                        Administration, First Variable Life;
Boston, MA 02109                                             prior thereto, Counsel, Aetna Life
     Age: 45                                                 Insurance and Annuity Company from
                                                             October, 1992 to February 1995; prior
                                                             thereto, Vice President, General
                                                             Counsel and Secretary, First
                                                             International Life Insurance Company
                                                             from September 1988 to September, 1992,

Mark T. Kelly                         Assistant Treasurer    Assistant Treasurer of First Variable
10 Post Office Square                                        Life; prior thereto, Manager of
Boston, MA 02109                                             Investments and Banking Relations,
     Age: 29                                                 Blue Cross Blue Shield of Massachusetts
                                                             from 1992 to
                                                             November, 1993;
                                                             prior thereto,
                                                             Treasury Analyst,
                                                             First International
                                                             Life Insurance
                                                             Company from
                                                             1988-1992.

Anthony J. Koenig, Jr.                Assistant              Assistant Controller of First Variable
10 Post Office Square                 Treasurer              Life; prior thereto, Audit Manager,
Boston, MA 02109                                             Ernst & Young from December, 1992 to
     Age: 32                                                 November, 1993; prior thereto, Senior
                                                             Accountant, First International Life
                                                             Insurance Company, from April, 1991 to
                                                             November, 1992; prior thereto, Super-
    

                                       65
<PAGE>

                                                             vising Senior Assistant, KPMG Peat
                                                             Marwick, from April, 1987 to
                                  March, 1991.
</TABLE>

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

   
*  Interested person of the Trust within the meaning of the 1940 Act.

     As of March 31, 1995, none of the Trustees of the Trust owned shares of the
Trust either directly or through annuity contracts.

     Except as stated above, the principal occupations of the officers and
Trustees for the last five years have been with the employers as shown above,
although in some cases they have held different positions with such employers.
     Each Trustee of the Trust who is not an interested person of the Trust or
Adviser receives an annual fee of $8,000, an additional fee of $1,500 for each
Trustees' meeting attended and $750 for each Audit Committee Meeting attended
(if held on a day other than when a Board of Trustees meeting is held). With
respect to fiscal 1995, the Trust paid Trustees' fees aggregating $44,250. The
following table shows 1995 compensation by Trustee. 
    

                                       66
<PAGE>


COMPENSATION TABLE
<TABLE>
<CAPTION>

   
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
(1)                          (2)             (3)                 (4)             (5)
                                             Pension or                          Total
                             Aggregate       Retirement          Estimated       Compensation
                             Compensation    Benefits Accrued    Annual          From Registrant
Name of Person,              From            As Part of Fund     Benefits Upon   and Fund Complex
Position                     Registrant      Expenses            Retirement      Paid to Trustees
- -----------------------------------------------------------------------------------------------------

<S>                          <C>             <C>                 <C>             <C>
Paul G. Chenault             $ - 0 -         None                None            $0
   Trustee (elected
3/19/96)

Wesley E. Horton,            $14,750         None                None            $14,750
   Trustee

W. Lawrence Howe,            $14,750         None                None            $14,750
   Trustee

Laird E. Wiggin,             $14,750         None                None            $14,750
   Trustee

Stephan A. Largent           $ - 0 -         None                None            $0
President and Trustee

Mark E. Reynolds,            $  - 0 -        None                None            $  - 0 -
   Treasurer and
   Trustee

Norman A. Fair,              $  - 0 -        None                None            $  - 0 -
   Trustee
</TABLE>
    

     The Agreement and Declaration of Trust of the Trust provides that the Trust
will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Trust, except if it is determined in the manner specified
in the Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interests of the
Trust or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his or her duties. The Trust,
at its expense, may provide liability insurance for the benefit of its Trustees
and officers.

     Under the Investment Advisory Agreement between the Trust and Adviser (the
"Investment Advisory Agreement"), Adviser, at its expense, provides the
Portfolios with investment advisory services and advises and assists the
officers of the Trust in taking such steps as are necessary or appropriate to
carry out the decisions of its Trustees regarding the conduct of business of the
Trust and each Portfolio. The fees to be paid under the Investment Advisory
Agreement are set forth in the Trust's prospectus.

     Under the Investment Advisory Agreement, the Adviser is obligated to
formulate a continuing program for the investment of the assets of each
Portfolio of the Trust in a manner consistent with each Portfolio's investment
objectives, policies and restrictions and to determine from time to time
securities to be purchased, sold, retained or lent by the Trust and implement
those decisions, subject always to the provisions of the Trust's Agreement and
Declaration of Trust and By-laws, and of the Investment Company Act of 1940, and
subject further to such policies and instructions as the Trustees may from time
to time establish.
                                       67
<PAGE>

     The Investment Advisory Agreement further provides that Adviser shall
furnish the Trust with office space and necessary personnel, pay ordinary office
expenses, pay all executive salaries of the Trust and furnish, without expense
to the Trust, the services of such members of its organization as may be duly
elected officers or Trustees of the Trust.

     Under the Investment Advisory Agreement, the Trust is responsible for all
its other expenses including, but not limited to, the following expenses: legal,
auditing or 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.

     The Investment Advisory Agreement provides that Adviser may retain
sub-advisers, at Adviser's own cost and expense, for the purpose of making
investment recommendations and research information available to the Trust.

     During fiscal 1993, 1994 and 1995, each of the Portfolios paid fees to
their investment advisers pursuant to the Investment Advisory Agreements in
effect at the time as follows: 

<TABLE> 
<CAPTION>

   
Portfolio                                                  1993             1994            1995
- ---------                                                  ----             ----            ----
<S>                                                     <C>            <C>             <C>
Cash Management Portfolio                               $ 31,948       $ 59,932        $ 59,701

Common Stock Portfolio                                   215,458        216,926         262,290

Tilt Utility Portfolio
(Formerly Equity Income Portfolio)                        67,395         84,178          91,889

High Income Bond Portfolio                                63,300         59,419          49,056

Multiple Strategies Portfolio                            112,286        130,320         166,507

U.S. Government Bond Portfolio                            80,838         87,687          74,445

World Equity Portfolio                                    45,242         67,514         104,408

Small Cap Portfolio                                         N/A            N/A            13,610

Growth & Income Portfolio                                  N/A             N/A             8,192
</TABLE>
    


                                       68
<PAGE>


     During fiscal 1994, each of the Portfolios paid fees to INVESCO, subject to
an expense limitation in effect during the period, pursuant to the Business
Management Agreement (which has since been terminated) as follows: Cash
Management Portfolio -- $6,798; Common Stock Portfolio -- $25,354; Tilt Utility
Portfolio (formerly Equity Income Portfolio) -- $9,587; High Income Bond
Portfolio -- $8,148; Multiple Strategies Portfolio -- $14,929; U.S. Government
Bond Portfolio -- $12,288; World Equity Portfolio -- $7,162.

   
     State Street Bank and Trust Company ("State Street") provides certain
accounting, transfer agency, and other services to the Trust. Expenses incurred
and payable to State Street for such services in 1994 and 1995 were $327,031 and
$362,933, respectively. The Trust has reimbursed and paid First Variable Life
for certain investor-servicing and accounting expenses incurred by First
Variable Life relating to the Trust, pursuant to an agreement that terminated on
March 31, 1994. The amount of such expenses reimbursed and paid to First
Variable Life in 1994 was $95,194.     

     The Investment Advisory Agreement provides that neither the Adviser nor any
director, officer or employee of Adviser will be liable for any loss suffered by
the Trust in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations and duties.

     The Investment Advisory Agreement may be terminated without penalty by vote
of the Trustees, as to any Portfolio by the shareholders of that Portfolio, or
by Adviser on 60 days written notice. The Agreement also terminates without
payment of any penalty in the event of its assignment. In addition, the
Investment Advisory Agreement may be amended only by a vote of the shareholders
of the affected Portfolio(s), and provides that it will continue in effect from
year to year only so long as such continuance is approved at least annually with
respect to each Portfolio by vote of either the Trustees or the shareholders of
the Portfolio, and, in either case, by a majority of the Trustees who are not
"interested persons" of Adviser. In each of the foregoing cases, the vote of the
shareholders is the affirmative vote of a "majority of the outstanding voting
securities" as defined in the Investment Company Act of 1940.

Management of the Investment Adviser

   
     The directors and officers of Adviser are: Stephan M. Largent, President
and Director, Mark E. Reynolds, Treasurer, Chief Financial Officer, and
Director, Norman A. Fair, Director, Martin Sheerin, Director and Arnold R.
Bergman, Secretary. The address of Mr. Largent, Mr. Reynolds, Mr. Sheerin and
Mr. Bergman is the same as that of the Adviser. The address of Mr. Fair is 2211
York Road, Suite 202, Oakbrook, Illinois 60521.
    

Sub-Advisers

     Each of the Sub-Advisers described in the Prospectus serves as Sub-Adviser
to one or more of the Portfolios of the Trust pursuant to separate written
agreements. Certain of the services provided by, and the fees paid to, the
Sub-Advisers are described in the Prospectus under "Management of the Trust
Sub-Advisers."

Management of the Sub-Advisers

     Federated Investment Counseling ("Federated"). The trustees of Federated
are John F. Donahue; J. Christopher Donahue; Henry J. Gailliot; Mark L. Mallon;
John W. McGonigle; and Mark D. Olson. The executive officers of Federated are
Henry J. Gailliot, Chairman; Mark L. Mallon, President; J. Alan Minteer, Senior
Vice President; G. Michael Cullen, Vice President; Edward C. Gonzales, Vice
President and Treasurer; Stephen A. Keen, Secretary; Robert J. Ostrowski, Senior
Vice President; and Charles A. Ritter, Vice President.

     Value Line, Inc. ("Value Line"). The executive officers and directors of
Value Line are: Jean Bernhard Buttner, Chairman, Chief Executive Officer and
President; Samuel Eisenstadt, Senior Vice President and Director; David T.
Henigson, Vice President and Director; Howard A. Brecher, Secretary and Director
(also Secretary and Treasurer of AB&Co.); Harold Bernard, Jr., Director; Arnold
Van H. Bernhard, Director; William S. Kanaga, Director; and W. Scott Thomas,
Director.

     Strong Capital Management, Inc. ("Strong"). The executive officers and
directors of Strong are: Richard S. Strong, Chairman and Chief Investment
Officer; John Dragisic, President and Director; Ronald A. Neville, Senior Vice
President and Chief Financial Officer; Richard T. Weiss, Director; and Lloyd E.
Cole, Senior Vice President and Chief Information Officer.

                                       69
<PAGE>

     State Street Bank and Trust Company ("State Street"). State Street is a
wholly-owned subsidiary of State Street Boston Corporation, a publicly held bank
holding company.

     Keystone Investment Management Company ("Keystone") (Formerly, Keystone
Custodian Funds, Inc.). The Directors of Keystone are: George S. Bissell,
Chairman of the Board of Directors and Chief Executive Officer; Albert H.
Elfner, III, Vice Chairman and Chief Operating Officer; Roger T. Wickers, Senior
Vice President and Secretary; Edward F. Godfrey, Senior Vice President, Chief
Financial Officer and Treasurer; Ralph J. Spuehler, Jr., Philip M. Byrne and
Stephen J. Arpante.

   
     The other officers of Keystone are: James R. McCall, President; Herbert L.
Bishop, Jr., Donald C. Dates, Thomas S. Drumm and Gilman C. Gunn, III, Senior
Vice Presidents; Rosemary D. Van Antwerp, Senior Vice President and General
Counsel; Harry Barr, Robert K. Baumbach, Betsy A. Blacher, Kristine R. Cloyes,
Christopher P. Conkey, Richard Cryan, Maureen E. Cullinane, Christopher R. Ely,
Donald M. Keller, JoAnn L. Lyndon, Walter T. McCormick, Barbara A. McCue,
Stephen A. Marks, Marjorie C. Parker, William H. Parsons, Daniel Rabasco, David
L. Smith, Kathy K. Wang, Judith A. Warners and Marcia Waterman, Vice Presidents;
J. Kevin Kenely, Vice President and Controller; Joseph H. DeCristofaro,
Assistant Vice President; Jean S. Loewenberg and Colleen L. Mette, Assistant
Secretaries; and Kevin J. Morrissey, Assistant Treasurer.

     Warburg, Pincus Counsellors, Inc. ("WPC"). The directors and executive
officers of WPC are: John L. Furth, Chairman of the Board of Directors; Lionel
I. Pincus, Director and Chief Executive Officer; John L. Vogelstein, Managing
Director; Susan Black, Senior Managing Director; Stephen Distler, Managing
Director and Treasurer; Stuart M. Goode, Managing Director; Stephen J. Lurito,
Managing Director; S. Scott March III, Managing Director; Anthony G. Orphanos,
Managing Director; Eugene L. Podsiado, Managing Director; Arnold M. Reichman,
Sr., Managing Director and Ass't. Secretary; roger Reinlieb, Managing Director;
Sheila N. Scott, Managing Director; George U. Wyper, Sr. Managing Director; Paul
N. Edwards, Senior Vice President; Harold W. Ehrlich, Senior Vice President,
Eugene P. Grace, Senior Vice President and Ass't. Secretary; Nicholas P.W.
Horsley, Senior Vice President; Richard M. Klemm, Executive Vice President;
Barry T. Lipp, Senior Vice President; Lynn C. Martin, Senior Vice President;
Maryanne Mullarkey, Senior Vice President; Sharon B. Parente, Senior Vice
President and Robert E. Rescoe, Senior Vice President.

     Pilgrim Baxter & Associates, Ltd. ("Pilgrim Baxter"). The executive
officers and directors of Pilgrim Baxter are: Gary L. Pilgrim, President, Chief
Investment Officer and Director; Harold J. Baxter, Chairman of the Board of
Directors and Chief Executive Officer; and Brian F. Bereznak, Chief Operating
Officer; and Eric C. Schneider, Chief Financial Officer.
    

Brokerage and Research Services

     Transactions on U.S. stock exchanges and other agency transactions involve
the payment by the Trust of negotiated brokerage commissions. Such commissions
vary among different brokers. Also, a particular broker may charge different
commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign securities often involve the payment of
fixed brokerage commissions, which are generally higher than those in the United
States. There is generally no stated commission in the case of securities traded
in the over-the-counter markets, but the price paid by the Trust usually
includes an undisclosed dealer commission or mark-up. In underwritten offerings,
the price paid by the Trust includes a disclosed, fixed commission or discount
retained by the underwriter or dealer.

     It is currently intended that the Sub-Advisers will place all orders for
the purchase and sale of portfolio securities for the Trust and buy and sell
securities for the Trust through a substantial number of brokers and dealers. In
so doing, the Sub-Advisers will use their best efforts to obtain for the Trust
the best price and execution available. In seeking the best price and execution,
the Sub-Advisers, having in mind the Trust's best interests, will consider all
factors they deem relevant, including, by way of illustration, price, the size
of the transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience, and financial stability of the broker-dealer
involved, and the quality of service rendered by the broker-dealer in other
transactions.

     It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research, statistical, and quotation services from broker-dealers
which execute portfolio transactions for the clients of such advisers.
Consistent with this practice, the Sub-Advisers may receive research,
statistical, and quotation services from any broker-dealers with which they
place the Trust's portfolio transactions. These services, which in some cases
may also be purchased for cash, include such matters as general economic and
security market

                                       70
<PAGE>

reviews, industry and company reviews, evaluations of securities, and
recommendations as to the purchase and sale of securities. Some of these
services may be of value to the Sub-Advisers and/or their affiliates in advising
various of their clients (including the Trust), although not all of these
services are necessarily useful and of value in managing the Trust. The
management fees paid by the Trust are not reduced because the Sub-Advisers
and/or their affiliates may receive such services.

     As permitted by Section 28(e) of the Securities Exchange Act of 1934, a
Sub-Adviser may cause a Portfolio to pay a broker-dealer which provides
brokerage and research services to the Sub-Adviser an amount of disclosed
commission for effecting a securities transaction for the Portfolio in excess of
the commission which another broker-dealer would have charged for effecting that
transaction. A Sub-Adviser's authority to cause a Portfolio to pay any such
greater commissions is also subject to such policies as the Adviser or the
Trustees may adopt from time to time.

     Investment decisions. Investment decisions for the Trust and for the other
investment advisory clients of the Sub-Advisers are made with a view to
achieving their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment, and the
size of their investments generally. Frequently, a particular security may be
bought or sold for only one client or in different amounts and at different
times for more than one but less than all clients. Likewise, a particular
security may be bought for one or more clients when one or more other clients
are selling the security. In addition, purchases or sales of the same security
may be made for two or more clients of a Sub-Adviser on the same day. In such
event, such transactions will be allocated among the clients in a manner
believed by the Sub-Adviser to be equitable to each. In some cases, this
procedure could have an adverse effect on the price or amount of the securities
purchased or sold by the Trust. Purchase and sale orders for the Trust may be
combined with those of other clients of a Sub-Adviser in the interest of
achieving the most favorable net results for the Trust.

   
     In fiscal 1993, 1994 and 1995 none of the Portfolios paid any underwriting
commissions. In fiscal 1993, 1994 and 1995, the Portfolios paid brokerage
commissions in the following aggregate amounts:

                                                          Brokerage Commissions
<TABLE>
<CAPTION>

Portfolio                                       1993        1994            1995
- ---------                                       ----        ----            ----
<S>                                          <C>          <C>            <C>
Cash Management Portfolio                    $   0        $   0          $   0

Common Stock Portfolio                         21,590      148,514       117,033

Tilt Utility Portfolio
(Formerly Equity Income Portfolio)             42,303       81,703        17,239

High Income Bond Portfolio                        313          0              0

Multiple Strategies Portfolio                   3,174       72,864         64,158

U.S. Government Bond Portfolio                      0         0                0

World Equity Portfolio                         62,439       67,439        133,115

Small Cap Portfolio                                0           0            2,786

Growth & Income  Portfolio                         0           0            6,654
</TABLE>

     In fiscal 1994, INVESCO and the Sub-Advisers , on behalf of the Trust,
placed agency transactions having an approximate aggregate dollar value of
$11,773,165 (.10% of the Trust's agency transactions on which approximately
$35,568 of commissions were paid) with brokers and dealers whose research,
statistical, and quotation services the investment adviser 
    

                                       71
<PAGE>

considered to be particularly useful to it and its affiliates. However, many of
such transactions were placed with such brokers and dealers without regard to
the furnishing of such services.

DETERMINATION OF NET ASSET VALUE

     The net asset value per share of each Portfolio is determined daily as of
4:00 p.m. on each day the New York Stock Exchange is open for trading. The New
York Stock Exchange is normally closed on the following national holidays: New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving, and Christmas.

     The valuation of the Cash Management Portfolio's portfolio securities is
based upon their amortized cost, which does not take into account unrealized
securities gains or losses. This method involves initially valuing an instrument
at its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. By using amortized cost valuation, the Trust
seeks to maintain a constant net asset value of $1.00 per share for the Cash
Management Portfolio, despite minor shifts in the market value of its portfolio
securities. While this method provides certainty in valuation, it may result in
periods during which value, as determined by amortized cost, is higher or lower
than the price the Cash Management Portfolio would receive if it sold the
instrument. During periods of declining interest rates, the quoted yield on
shares of the Cash Management Portfolio may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based on market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by the Portfolio
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Cash Management Portfolio would be able to obtain a somewhat
higher yield if he purchased shares of the Cash Management Portfolio on that
day, than would result from investment in a fund utilizing solely market values,
and existing investors in the Cash Management Portfolio would receive less
investment income. The converse would apply on a day when the use of amortized
cost by the Portfolio resulted in a higher aggregate portfolio value. However,
as a result of certain procedures adopted by the Trust, the Trust believes any
difference will normally be minimal.

     The net asset value of the shares of each of the Portfolios other than the
Cash Management Portfolio is determined by dividing the total assets of the
Portfolio, less all liabilities, by the total number of shares outstanding.
Securities traded on a national securities exchange or quoted on the NASDAQ
National Market System are valued at their last-reported sale price on the
principal exchange or reported by NASDAQ or, if there is no reported sale, and
in the case of over-the-counter securities not included in the NASDAQ National
Market System, at a bid price estimated by a broker or dealer. Debt securities,
including zero-coupon securities, and certain foreign securities will be valued
by a pricing service. Other foreign securities will be valued by the Trust's
custodian. Securities for which current market quotations are not readily
available and all other assets are valued at fair value as determined in good
faith by the Trustees, although the actual calculations may be made by persons
acting pursuant to the direction of the Trustees.

     If any securities held by a Portfolio are restricted as to resale, their
fair value is generally determined as the amount which the Trust could
reasonably expect to realize from an orderly disposition of such securities over
a reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by the Trust in connection with such disposition). In addition,
specific factors are also generally considered, such as the cost of the
investment, the market value of any unrestricted securities of the same class
(both at the time of purchase and at the time of valuation), the size of the
holding, the prices of any recent transactions or offers with respect to such
securities, and any available analysts' reports regarding the issuer.

     Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the New
York Stock Exchange. The values of these securities used in determining the net
asset value of the Trust's shares are computed as of such times. Also, because
of the amount of time required to collect and process trading information as to
large numbers of securities issues, the values of certain securities (such as
convertible bonds and U.S. Government Securities) are determined based on market
quotations collected earlier in the day at the latest practicable time prior to
the close of the Exchange. Occasionally, events affecting the value of such
securities may occur between such times and the close of the Exchange which will
not be reflected in the computation of the Trust's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value, in the manner described
above.

                                       72
<PAGE>

     The proceeds received by each Portfolio for each issue or sale of its
shares, and all income, earnings, profits, and proceeds thereof, subject only to
the rights of creditors, will be specifically allocated to such Portfolio, and
constitute the underlying assets of that Portfolio. The underlying assets of
each Portfolio will be segregated on the Trust's books of account, and will be
charged with the liabilities in respect of such Portfolio and with a share of
the general liabilities of the Trust. Expenses with respect to any two or more
Portfolios may be allocated in proportion to the net asset values of the
respective Portfolios except where allocations of direct expenses can otherwise
be fairly made.

TAXES

     Each Portfolio of the Trust intends to qualify each year and elect to be
taxed as a regulated investment company under Subchapter M of the United States
Internal Revenue Code of 1986, as amended (the "Code").

     As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Portfolio will not be subject to federal income
tax on any of its net investment income or net realized capital gains that are
distributed to the separate accounts of the Participating Insurance Companies
which hold its shares. As a Massachusetts business trust, a Portfolio under
present law will not be subject to any excise or income taxes in Massachusetts.

     In order to qualify 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 dispositions of stock, securities, or foreign currencies, and other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies;
(b) derive less than 30% of its gross income from the sale or other disposition
of certain assets (including stock and securities) held less than three months;
(c) diversify its holdings so that, at the close of each quarter of its taxable
year, (i) at least 50% of the value of its total assets consists of cash, cash
items, U.S. Government Securities, and other securities limited generally with
respect to any one issuer to not more than 5% of the total assets of the
Portfolio and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities of any issuer (other than U.S. Government Securities or other
regulated investment companies). In order to receive the favorable tax treatment
accorded regulated investment companies and their shareholders, moreover, a
Portfolio must distribute at least 90% of its interest, dividends, net
short-term capital gain, and certain other income each year.

     With respect to investment income and gains received by a Portfolio from
sources outside the United States, such income and gains may be subject to
foreign taxes which are withheld at the source. The effective rate of foreign
taxes in which a Portfolio will be subject depends on the specific countries in
which its assets will be invested and the extent of the assets invested in each
such country and therefore cannot be determined in advance.

     The state and local tax effects of distributions received from a Portfolio
on the separate accounts of Participating Insurance Companies, and any special
tax considerations associated with foreign investments of the Trust, should be
examined by such Companies with regard to their own tax situation.

     A Portfolio's ability to use options, futures, and forward contracts and
other hedging techniques, and to engage in certain other transactions, may be
limited by tax considerations. A Portfolio's transactions in
foreign-currency-denominated debt instruments and its hedging activities will
likely produce a difference between its book income and its taxable income. This
difference may cause a portion of the Portfolio's distributions of book income
to constitute returns of capital for tax purposes or require the Portfolio to
make distributions exceeding book income in order to permit the Trust to
continue to qualify, and be taxed under Subchapter M of the Code, as a regulated
investment company.

     Under federal income tax law, a portion of the difference between the
purchase price of zero-coupon securities in which a Portfolio has invested and
their face value ("original issue discount") is considered to be income to the
Portfolio each year, even though the Portfolio will not receive cash interest
payments from these securities. This original issue discount (imputed income)
will comprise a part of the net investment income of the Portfolio which must be
distributed to shareholders in order to maintain the qualification of the
Portfolio as a regulated investment company and to avoid federal income tax at
the level of the Portfolio.

     It is the policy of each of the Portfolios to meet the requirements of the
Code to qualify as a regulated investment company that is taxed pursuant to
Subchapter M of the Code. One of these requirements is that less than 30% of a
Portfolio's gross income must be derived from gains from sale or other
disposition of securities held for less than three months (with

                                       73
<PAGE>

special rules applying to so-called designated hedges). Accordingly, a Portfolio
may be restricted in selling securities held or considered under Code rules to
have been held less than three months, and in engaging in hedging or other
activities (including entering into options, futures, or short-sale
transactions) which may cause the Trust's holding period in certain of its
assets to be less than three months.

     This discussion of the federal income tax and state tax treatment of the
Trust and its shareholders is based on the law as of the date of this Statement
of Additional Information. It does not describe in any respect the tax treatment
or offsets of any insurance or other product pursuant to which investments in
the Trust may be made.

DIVIDENDS AND DISTRIBUTIONS

Cash Management Portfolio. The net investment income of the Cash Management
Portfolio is determined as of the close of trading on the New York Stock
Exchange (generally 4:00 p.m. New York time) on each day on which the Exchange
is open for business. All of the net investment income so determined normally
will be declared as a dividend daily to shareholders of record as of the close
of trading on the Exchange after the purchase and redemption of shares. Unless
the business day before a weekend or holiday is the last day of an accounting
period, the dividend declared on that day will include an amount in respect of
the Portfolio's income for the subsequent non-business day or days. No daily
dividend will include any amount of net income in respect of a subsequent
semi-annual accounting period. Dividends commence on the next business day after
the date of purchase. Dividends declared during any month will be invested as of
the close of business on the last calendar day of that month (or the next
business day after the last calendar day of the month if the last calendar day
of the month is a non-business day) in additional shares of the Portfolio at the
net asset value per share, normally $1.00, determined as of the close of
business on that day, unless payment of the dividend in cash has been requested.

     Net income of the Cash Management Portfolio consists of all interest income
accrued on portfolio assets less all expenses of the Portfolio and amortized
market premium. Accreted acquisition discount is included in interest income.
The Portfolio does not anticipate that it will normally realize any long-term
capital gains with respect to its portfolio securities.

     Normally the Cash Management Portfolio will have a positive net income at
the time of each determination thereof. Net income may be negative if an
unexpected liability must be accrued or a loss realized. If the net income of
the Portfolio determined at any time is a negative amount, the net asset value
per share will be reduced below $1.00 unless one or more of the following steps,
for which the Trustees have authority, are taken: (1) reduce the number of
shares in each shareholder's account, (2) offset each shareholder's pro rata
portion of negative net income against the shareholder's accrued dividend
account or against future dividends, or (3) combine these methods in order to
seek to maintain the net asset value per share at $1.00. The Trust may endeavor
to restore the Portfolio's net asset value per share to $1.00 by not declaring
dividends from net income on subsequent days until restoration, with the result
that the net asset value per share will increase to the extent of positive net
income which is not declared as a dividend.

     Should the Cash Management Portfolio incur or anticipate, with respect to
its portfolio, any unusual or unexpected significant expense or loss which would
affect disproportionately the Portfolio's income for a particular period, the
Trustees would at that time consider whether to adhere to the dividend policy
described above or to revise it in light of the then prevailing circumstances in
order to ameliorate to the extent possible the disproportionate effect of such
expense or loss on then existing shareholders. Such expenses or losses may
nevertheless result in a shareholder's receiving no dividends for the period
during which the shares are held and receiving upon redemption a price per share
lower than that which was paid.

Other Portfolios. Each of the Portfolios other than the Cash Management
Portfolio will declare and distribute dividends from net investment income, if
any, and will distribute its net realized capital gains, if any, at least
annually. Both dividends and capital gain distributions will be made in shares
of such Portfolios unless an election is made on behalf of a separate account to
receive dividends and capital gain distributions in cash.

PERFORMANCE INFORMATION

   
Cash Management Portfolio: Based on the seven-day period ended December 31, 1995
(the "base period"), the yield of the Cash Management Portfolio was 5.17% and
the Portfolio's effective yield was 5.29%. The Portfolio's yield was computed by
determining the percentage net change, excluding capital changes, in the value
of an investment in one share of the Portfolio over the base period, and
multiplying the net change by 365/7 (or approximately 52 weeks). The Portfolio's
effective yield 
    

                                       74
<PAGE>

represents a compounding of the yield by adding 1 to the number representing the
percentage change in value of the investment during the base period, raising
that sum to a power equal to 365/7, and subtracting 1 from the result.

Other Portfolios:

   
     (a) A Portfolio's yield is presented for a specified 30-day period (the
"base period"). Yield is based on the amount determined by (i) calculating the
aggregate of dividends and interest earned by the Portfolio during the base
period less expenses accrued for that period, and (ii) dividing that amount by
the product of (A) the average daily number of shares of the Portfolio
outstanding during the base period and entitled to receive dividends and (B) the
net asset value per share of the Portfolio on the last day of the base period.
The result is annualized on a compounding basis to determine the Portfolio's
yield. For this calculation, interest earned on debt obligations held by a
Portfolio is generally calculated using the yield to maturity (or first expected
call date) of such obligations based on their market values (or, in the case of
receivables-backed securities such as Ginnie Maes, based on cost). Dividends on
equity securities are accrued daily at their stated dividend rates. The yield of
each of the following Portfolios for the 30-day period ended December 31, 1995
was as follows:

                 High Income Bond Portfolio                         9.61%
                 U.S. Government Bond Portfolio                     5.65%

     (b) The total return of each of the following Portfolios for the one-year
and five-year periods ending December 31, 1995, and the average annual total
return for the life of each Portfolio through that date were as follows:

<TABLE>
<CAPTION>
                                                     One-Year      Five-Year      Life of
                                                      Period        Period        Portfolio

<S>                                                  <C>             <C>         <C>
High Income Bond Portfolio                           18.98%          13.31%       9.83%
Multiple Strategies Portfolio                        32.24%          12.42%      10.11%
U.S. Government Bond Portfolio                       20.18%           9.25%       9.16%
Tilt Utility Portfolio                               33.45%          15.35%      13.71%
(formerly Equity Income Portfolio)
World Equity Portfolio                               24.32 %         11.25%       7.49%
</TABLE>

The average annual total return for the Common Stock Portfolio (formerly, FVL
Growth Fund, Inc.) for each of the one-, five-, and ten-year periods ended
December 31, 1995 was as follows:

                 One Year                       37.12%
                 Five Years                     12.99%
                 Ten Years                      11.71%


The average annual total return for the Small Cap Portfolio for the life of the
Portfolio (inception May 4, 1995) for the period ended December 31, 1995 was
30.08%. The average annual total return for the Growth & Income Portfolio for
the life of the Portfolio (inception May 31, 1995) for the period ended December
31, 1995 was 13.09%. 
    

Total return of a Portfolio for periods longer than one year is determined by
calculating the actual dollar amount of investment return on a $1,000 investment
in the Portfolio made at the beginning of each period, then calculating the
average annual

                                       75
<PAGE>


compounded rate of return which would produce the same investment return on the
$1,000 investment over the same period. Total return for a period of one year or
less is equal to the actual investment return on a $1,000 investment in the
Portfolio during that period. Total return calculations assume that all
Portfolio distributions are reinvested at net asset value on their respective
reinvestment dates.

     From time to time, Adviser may reduce its compensation or assume expenses
in respect of the operations of a Portfolio in order to reduce the Portfolio's
expenses. Any such waiver or assumption would increase a Portfolio's yield and
total return during the period of the waiver or assumption.

SHAREHOLDER COMMUNICATIONS

     Owners of policies and contracts issued by Participating Insurance
Companies for which shares of one or more Portfolios are the investment vehicle
are entitled to receive from the Participating Insurance Companies unaudited
semi-annual financial statements and audited year-end financial statements
certified by the Trust's independent public accountants. Each report will show
the investments owned by the Portfolio and the market value thereof and will
provide other information about the Portfolio and its operations.

   
     Participating Insurance Companies with inquiries regarding the Trust may
call the Trust's investment adviser, First Variable Advisory Services Corp. at
(800) 228-1035 or write First Variable Advisory Services Corp. at 10 Post Office
Square, Boston, MA 02109.
    

ORGANIZATION AND CAPITALIZATION

     The Trust is an open-end investment company established under the laws of
The Commonwealth of Massachusetts by Agreement and Declaration of Trust dated
December 23, 1986.

     Shares entitle their holders to one vote per share, with fractional shares
voting proportionally; however, separate vote will be taken by each Portfolio on
matters affecting an individual Portfolio. For example, a change in a
fundamental investment policy for the Cash Management Portfolio would be voted
upon only by shareholders of the Cash Management Portfolio. Additionally,
approval of the Investment Advisory Agreement is a matter to be determined
separately by each Portfolio. Approval by the shareholders of one Portfolio is
effective as to that Portfolio. Shares have noncumulative voting rights.
Although the Trust is not required to hold annual meetings of its shareholders,
shareholders have the right to call a meeting to elect or remove Trustees or to
take other actions as provided in the Declaration of Trust. Shares have no
preemptive or subscription rights, and are transferable. Shares are entitled to
dividends as declared by the Trustees, and if a Portfolio were liquidated, the
shares of that Portfolio would receive the net assets of that Portfolio. The
Trust may suspend the sale of shares at any time and may refuse any order to
purchase shares.

     Additional Portfolios may be created from time to time with different
investment objectives or for use as funding vehicles for different variable life
insurance policies or variable annuity contracts. Any additional Portfolios may
be managed by investment advisers or sub-advisers other than the current Adviser
and Sub-Advisers. In addition, the Trustees have the right, subject to any
necessary regulatory approvals, to create more than one class of shares in a
Portfolio, with the classes being subject to different charges and expenses and
having such other different rights as the Trustees may prescribe and to
terminate any Portfolio of the Trust.

     The Common Stock Portfolio is the successor to FVL Growth Trust, Inc., a
Maryland corporation.

PORTFOLIO TURNOVER

     The portfolio turnover rate of a Portfolio is defined by the Securities and
Exchange Commission as the ratio of the lesser of annual sales or purchases to
the monthly average value of the portfolio, excluding from both the numerator
and the denominator securities with maturities at the time of acquisition of one
year or less. Under that definition, the Cash Management Portfolio will have no
portfolio turnover. Portfolio turnover generally involves some expense to a
Portfolio, including brokerage commissions or dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities.

     Portfolio turnover rates for each of the Portfolios are presented in the
Trust's prospectus.

                                       76
<PAGE>

CUSTODIAN

     State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is the custodian of the Trust's assets. The custodian's
responsibilities include safeguarding and controlling the Trust's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Trust's investments.

   
INDEPENDENT AUDITORS

     The Trust's independent auditor is Ernst & Young LLP, 200 Clarendon Street,
Boston, Massachusetts 02210. The financial statements and financial highlights
of the Trust included in this Statement of Additional Information have been
audited by Ernst & Young LLP, independent auditors, to the extent and for the
periods indicated in their report which appears in this Statement of Additional
Information, and have been so included in reliance upon its report given upon
its authority as experts in accounting and auditing.


     The Trust's independent auditor for 1994 was Price Waterhouse LLP, 160
Federal Street, Boston, Massachusetts, 02110. The financial statement of
Variable Investors Series Trust for the year ended December 31, 1994 and
financial highlights for the four years ended December 31, 1994 included in this
Statement of Additional Information, which is incorporated by reference into the
Prospectus, have been so included in reliance upon its report given upon its
authority as experts in accounting and auditing.



SHAREHOLDER LIABILITY
    

     Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of a Portfolio's property for all loss and expense of any
shareholder held personally liable for the obligations of a Portfolio. Thus the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Portfolio would be unable to
meet its obligations.

FIXED-INCOME SECURITY RATINGS

The rating services' descriptions of corporate bonds are:

Moody's Investors Service, Inc.:

     Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"Gilt-edge." Interest payments are protected by a large 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 such issues.

     Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

     A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

     Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
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.

                                       77
<PAGE>

     Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often 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. Uncertainty of
position characterizes bonds in this class.

     B -- Bonds which are rated 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 -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Standard & Poor's Corporation:

     AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

      AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

       A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

     BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

     BB-B-CCC -- Bonds rated BB, B and CCC are regarded, on balance, as
predominately speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. While such
bonds will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.

                              FINANCIAL STATEMENTS

   
     The Trust's independent auditor for 1995 was Ernst & Young LLP, 200
Clarendon Street, Boston, Massachusetts 02210. The financial statements for the
Trust as of December 31, 1995 and for the year then ended included in this
Statement of Additional Information, which is incorporated by reference into the
Prospectus, have been so included in reliance on the report of Ernst & Young LLP
independent auditors, given on the authority of said Firm as experts in auditing
and accounting. 
    



                                       78
<PAGE>


VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995



COMMON STOCK AND MULTIPLE STRATEGIES                  [LOGO]
            PORTFOLIOS
SUB-ADVISOR: VALUE LINE ASSET MANAGEMENT



Hindered by higher interest rates, higher tax rates, and growing consumer debt
burdens, United States economic growth slowed as 1995 progressed.  Throw in bad
weather, a strike at Boeing, and repeated government shut-downs, and it is
likely the economy barely grew at all in the fourth quarter.  In response to
this, the Federal Reserve Board lowered short term interest rates by 25 basis
points at its December meeting.  Given the current weakness of the economy and
the fact that 1996 is an election year, expectations are for several additional
Federal Reserve monetary easings early in the year.  Lower interest rates should
enable the economy to strengthen in time for the election in November, although
growth for the first half of 1996 will likely not exceed 2.0% to 2.5%.

A slow growth environment should be positive for equity investors as an easing
of inflationary concerns should keep long term interest rates low.  This should
help to offset the expected weakness in corporate profit growth in 1996.  In
addition, a budget agreement compromise between Democrats and Republicans which
still seeks to balance the budget within seven years should also help keep
interest rates down.  Although we do not expect to see a repeat of last year's
strong performance, we believe that 1996 will be a constructive year for the
stock market.

COMMON STOCK PORTFOLIO

The investment objective of the Common Stock Portfolio is capital growth which
it seeks to achieve through a policy of investing primarily in a diversified
portfolio of common stocks and securities convertible into or exchangeable for
common stock.  The secondary objective is current income when consistent with
the primary objective.

The Common Stock Portfolio had a total return (including dividends and income)
for 1995 of 37.12% as compared to 37.53% for the Standard & Poor's 500 Index.
Stock selection is guided by the Value Line Timeliness Ranking System which
focuses on stocks with superior earnings growth and price momentum.  The
Portfolio benefited from a significant overweighting in technology stocks which
helped to drive strong performance in the second and third quarters.  During the
fourth quarter we reduced the technology weighting and shifted the focus of this
sector away from semiconductor related stocks and into networking and software
stocks.  Healthcare and consumer cyclical stocks were also overweighted, while
utilities, energy, and consumer staples were underweighted.  The cash position
at the end of the year was approximately 5%, a level we do not expect to change
significantly in 1996.

For 1996 we are cautiously optimistic on the outlook for the stock market, but
believe that issue selection will be more important than in 1995.  We expect to
remain overweighted in technology, although probably not to the level seen last
year.  Healthcare and financial sectors will also see heavy weighting, but we
intend to add more diversification by adding positions in energy,
transportation, and utilities.

                                                     VALUE LINE ASSET MANAGEMENT

                                          79

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE COMMON STOCK
PORTFOLIO AND THE S&P 500 INDEX*

[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of Common Stock Line Chart]


                                  Common Stock           S&P 500 Index
                                  ------------           --------------
April 1, 1994 .................    $10,000                  $10,000
June 30, 1994 .................    $ 9,393                  $ 9,968
September 30, 1994 ............    $10,141                  $10,360
December 31, 1994 .............    $10,264                  $10,303
March 31, 1995 ................    $10,634                  $11,305
June 30, 1995 .................    $12,461                  $12,383
September 30, 1995 ............    $14,190                  $13,365
December 31, 1995 .............    $14,075                  $14,169

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

* This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

AVERAGE ANNUAL TOTAL RETURNS **

Periods ended December 31, 1995

<TABLE>
<CAPTION>

                                        Past 1    Past 5    Past 10
                                         year     years      years
                                         ----     -----      -----
<S>                                     <C>       <C>       <C>
Common Stock Portfolio                  37.12%    12.99%    11.71%

</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the Common Stock
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

                                          80

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

MULTIPLE STRATEGIES PORTFOLIO

The investment objective of the Multiple Strategies Portfolio is to seek as high
a level of return as is considered consistent with prudent investment risk by
investing in a portfolio of equity securities, bonds, and short term instruments
in varying proportions.

At year end 1995 the Portfolio was 70% invested in common stocks, 18% in bonds
with a mixture of high grade corporates, government, and government agencies,
and about 12% in short term securities.  This mixture (higher than a typical 60%
equities/40% bonds balanced portfolio) proved to be beneficial as the equity
market posted strong gains, although the bond market was also very strong.  The
Portfolio had a total return of 32.24% last year compared to 37.53% for the S&P
500 Index and an estimated 30.20% for a 60% S&P 500/40% Lehman Brothers
Government/Corporate Bond Index mixture.

The equity holdings in the Portfolio mirror those of the Common Stock Portfolio
and will continue to do so.  Selection is guided by the Value Line Timeliness
Ranking System which favorably ranks stocks with earnings and price momentum.
We anticipate maintaining a relatively high equity position in the Portfolio
(65% to 75%) based upon our constructive view of the stock market and the
likelihood of further interest rate cuts by the Federal Reserve Board.  We
anticipate a nominal increase in the bond position and a corresponding decrease
in the cash position, as the weak economy and Fed easing should be positive for
bonds.

                                                     VALUE LINE ASSET MANAGEMENT

                                          81

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE MULTIPLE STRATEGIES
PORTFOLIO, THE S&P 500 INDEX AND THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND
INDEX *

[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of Multiple Strategies Line Chart]


                                Multiple                       Lehman Brothers
                               Strategies    S&P 500 Index   Gov't/CP Bond Index
                               ----------    -------------   -------------------

April 1, 1994 ............      $10,000         $10,000            $10,000
June 30, 1994 ............      $ 9,384         $ 9,878            $ 9,966
September 30, 1994 .......      $ 9,913         $ 9,925            $10,380
December 31, 1994 ........      $ 9,974         $ 9,962            $10,303
March 31, 1995 ...........      $10,475         $10,458            $11,305
June 30, 1995 ............      $11,845         $11,138            $12,383
September 30, 1995 .......      $13,154         $11,343            $13,365
December 31, 1995 ........      $13,189         $11,872            $14,169

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


* These Indices are unmanaged indices in which investors can not invest.
Results for the Indices do not reflect the expenses and investment management
fees incurred by the Portfolio.

AVERAGE ANNUAL TOTAL RETURNS **

Periods ended December 31, 1995
<TABLE>
<CAPTION>

                                        Past 1   Past 5    Life of
                                         year    years     Fund***
                                         ----    -----     -------
<S>                                     <C>      <C>       <C>
Multiple Strategies Portfolio           32.24%   12.42%    10.11%

</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the Multiple Strategies
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

*** From commencement of operations (May 5, 1987)

                                       82

<PAGE>


VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED


       HIGH INCOME BOND PORTFOLIO                     [LOGO]
    SUB-ADVISOR: FEDERATED INVESTORS


[LOGO]


The High Income Bond Portfolio invests in lower quality corporate bonds with a
goal of obtaining high current income and capital appreciation.  Two major
factors impacted the performance of high yield bonds during 1995.  First,
interest rates fell substantially, positively impacting all fixed income
securities including high yield bonds.  For example, the yield on 10 year
Treasuries increased as investors became more concerned with the credit outlook
for high yield bonds as the economy slowed from its rapid pace of 1994.  Default
rates also increased in 1995 impacting investors' perception of the risk
associated with owning high yield bonds.  The overall impact of these two
factors resulted in high yield bonds delivering attractive absolute returns
although these returns trailed the returns of like duration high quality bonds.

The High Income Bond Portfolio outperformed both the Lipper High Current Yield
Average and the Lehman Brothers Single B index during 1995.  Several factors
were responsible for this performance.  First, the Portfolio experienced no
defaults during the year and avoided the majority of near default situations
such as Color Tile which had substantial price declines while not officially
defaulting.  Second, the Portfolio has maintained a higher quality portfolio
profile than normal since the fourth quarter of 1994.  Higher quality high yield
bonds outperformed during the year as they were impacted less by the spread
widening which impacted the overall market.  Third, several industries that the
Portfolio has recently emphasized have performed well including cable TV,
telecommunications and broadcasting.  Finally, various Portfolio holdings, such
as Australis Media, Cellular Communications International, People's Choice TV,
IXC Communications, and Affiliated Newspapers performed very well due to issuer
specific fundamentals.

The Portfolio's management expects the economy to be characterized by slow
growth and low inflation over the next few quarters.  This should be a rewarding
environment for carefully selected portfolios of high yield bonds.  Selectivity
will continue to be important as financial performance across high yield issuers
will vary widely.  Given this environment, the High Income Bond Portfolio
continues to emphasize companies with superior operating profiles, companies
with the potential to grow unit volume above the rate of growth of the overall
economy, and companies that have a high level of predictability to their
financial performance.  These areas of emphasis have not changed significantly
over the past several quarters.  However, given the spread widening that has
occurred, we are attempting to identify selected lower quality issuers that we
believe are attractive on a risk return basis.  These lower quality issuers
should be superior performers in a stronger growth environment that we believe
may occur in the second half of 1996.

                                                             FEDERATED INVESTORS

                                          83

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE HIGH INCOME BOND
PORTFOLIO AND THE LEHMAN BROTHERS SINGLE "B" INDEX *


[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of High Income Line Chart]

                                                        Lehman Brothers
                                  High Income           Single 'B' Index
                                  -----------           ----------------
April 1, 1994 .................    $10,000                  $10,000
June 30, 1994 .................    $ 9,806                  $10,010
September 30, 1994 ............    $ 9,879                  $10,199
December 31, 1994 .............    $ 9,655                  $10,215
March 31, 1995 ................    $ 9,167                  $10,745
June 30, 1995 .................    $10,729                  $11,299
September 30, 1995 ............    $11,102                  $11,641
December 31, 1995 .............    $11,487                  $11,907

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

* This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

AVERAGE ANNUAL TOTAL RETURNS **

Periods ended December 31, 1995
<TABLE>
<CAPTION>

                                        Past 1    Past 5    Life of
                                         year     years     Fund***
                                         ----     -----     -------
<S>                                     <C>       <C>       <C>
High Income Bond Portfolio              18.98%    13.31%    9.83%

</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the High Income Bond
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

*** From commencement of operations (June 1, 1987)

                                          84

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED


TILT UTILITY PORTFOLIO
SUB-ADVISOR: STATE STREET GLOBAL ADVISORS             [LOGO]


[LOGO]


The investment objective of the Tilt Utility Portfolio is capital appreciation
and current income.  The Portfolio will seek to achieve its investment objective
by investing in a diversified portfolio of common stock and income securities
issued by companies engaged in the utilities industry.

The strategy employed by State Street Global Advisors evaluates a broad universe
of over 200 utility stocks based upon two independent criteria - value and
growth.  The manager looks for stocks that, in the aggregate, represent the best
value and future growth opportunities.  The strategy, which is computer model
driven, is based on a stock selection methodology which builds a portfolio that
is neutral to broad economic events while focusing on stocks that have
increasing earnings estimates and are undervalued on a fundamental basis.

With the S&P Utility Index posting an impressive 41.78% return for the year,
1995 was a wonderful year for utility stocks.  Strong corporate profits,
moderate economic growth, low inflation, lower interest rates and the potential
balancing of the federal budget all served to propel the market to record
levels.

The combination of low inflation and lower interest rates has a positive impact
on the utility industry, especially the electric utility sector.  Lower
inflation decreases the near-term risk factor in utilities by allowing rate
setting boards to be more responsive to increasing rates.  Also, in an
environment of low inflation and low interest rates, plant and equipment
financing becomes cheaper allowing more investment in efficient production
facilities and techniques.

As inflation remains under control, and the potential for lower interest rates
continues, we expect modest rises in the utility sector.  Additionally, State
Street Global Advisors believes that the Portfolio is well positioned for 1996,
as it currently holds stocks which, by our measures, are undervalued and have
rising earnings estimates.

                                                    STATE STREET GLOBAL ADVISORS

                                          85

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE TILT UTILITY
PORTFOLIO AND THE S&P UTILITY INDEX *

[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of Tilt Utility Line Chart]

                                  Tilt Utility          S&P Utility Index
                                  ------------          -----------------
April 1, 1994 .................    $10,000                  $10,000
June 30, 1994 .................    $ 9,940                  $ 9,987
September 30, 1994 ............    $10,180                  $10,878
December 31, 1994 .............    $10,009                  $ 9,621
March 31, 1995 ................    $10,604                  $10,484
June 30, 1995 .................    $11,153                  $11,259
September 30, 1995 ............    $12,359                  $12,521
December 31, 1995 .............    $12,989                  $13,923
                               
- -------------------------------------------------------------------------------


* This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

AVERAGE ANNUAL TOTAL RETURNS **

Periods ended December 31, 1995
<TABLE>
<CAPTION>

                                        Past 1     Past 5    Life of
                                         year      years     Fund***
                                         ----      -----     -------
<S>                                     <C>        <C>       <C>
Tilt Utility Portfolio                  33.45%     15.35%    13.71%

</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the Tilt Utility
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

*** From commencement of operations (June 16, 1988)

                                          86

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED
                                                      [LOGO]
U.S. GOVERNMENT BOND PORTFOLIO
SUB-ADVISOR: STRONG CAPITAL MANAGEMENT, INC.



The investment objective of the U.S. Government Bond Portfolio is to seek
current income and preservation of capital through investing primarily in bonds
issued by the U.S. Government and its agencies.  The majority of the investments
in the Portfolio are issued or guaranteed as to timely payment of principal and
interest by the U.S. Government, its agencies or its instrumentalities.  While
the U.S. Government guarantees individual securities in the Portfolio, it does
not guarantee the Portfolio's share price.

PATIENT BOND INVESTORS REWARDED IN 1995

After being buffeted by a turbulent bond market in 1994, investors with the
savvy and patience to stay the course were rewarded in 1995 with a powerful
rally.  U.S. Government bonds essentially regained all of 1994's losses in the
first quarter of 1995, and prices continued to rise nearly unabated throughout
the entire year.  The primary catalyst behind the bonds' strong performance this
year was a stream of unexpectedly weak economic numbers, particularly in April
and May.  Many investors had been cautious of the bond market early in the year,
anticipating continued economic strength and higher inflation.  When that
scenario failed to materialize, investors became more confident that interest
rates had reached a peak, and money poured from the short end of the market into
longer maturity bonds, forcing yields lower and driving prices higher.

PORTFOLIO STRATEGY:  ADJUST DURATION TO MAXIMIZE OPPORTUNITY

While the Portfolio's asset allocation was varied only slightly during the year,
we actively adjusted the duration of our mortgage and Treasury holdings to
maximize the opportunity presented by falling rates.  Through most of 1995, we
kept the Portfolio's overall duration slightly longer than neutral to make it
more sensitive to interest rate changes and help us lock in higher yields for
longer periods of time.

At the beginning of the year, we maintained our long duration by lengthening
maturities in the mortgage portion of the portfolio.  As rates continued to
fall, however, we began to reduce the duration of our mortgage position, since
lower rates make it more likely that mortgages will be called as homeowners take
advantage of the opportunity to refinance.  By October, our mortgage holdings
were of fairly short maturity, and we had increased the duration of our Treasury
position in order to maintain a slightly longer-than-neutral posture for the
portfolio overall.

THE VALUE OF KEEPING A LONGER-TERM PERSPECTIVE

Our outlook for the bond market over the next few quarters is positive.  We
expect the economy to continue to grow at around a 2.5% annual rate, with
inflation remaining subdued.  Against this backdrop, we look for interest rates
to stay in their current range with a downward bias, and we anticipate a
possible easing by the Federal Reserve in the first or early second quarter of
1996 - overall, a very favorable environment for bond investors.

Even in such a beneficial environment, investors must be patient and maintain a
longer-term outlook.  While the market appears to have settled down in
anticipation of a slow growth economy, that doesn't mean a smooth, steady trend.
Instead, you can expect the market to be battered occasionally by contradictory
economic data, international events (particularly in Japan), and political
haggling in Washington as the budget debate and election campaigns kick into
high gear.

                                          87

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

Such factors are why, at Strong, we believe that successful bond investing stems
from TIME IN THE MARKET rather than TIMING THE MARKET.  It is important that
investors establish an investment timeline, select the Portfolio that matches
this horizon and then STAY THE COURSE.  In our experience, investors who have
the discipline to look past short-term turbulence have the greatest chance of
reaching their goals.

                                                 STRONG CAPITAL MANAGEMENT, INC.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE U.S. GOVERNMENT
BOND PORTFOLIO AND THE LEHMAN BROTHERS GOVERNMENT BOND INDEX *


[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of U.S. Government Bond Line Chart]


                                                             Lehman Brothers
                                  U.S. Government Bond     Government Bond Index
                                  --------------------     ---------------------
April 1, 1994 .................          $10,000                $10,000 
June 30, 1994 .................          $ 9,928                $ 9,885 
September 30, 1994 ............          $ 9,960                $ 9,927 
December 31, 1994 .............          $ 9,958                $ 9,962 
March 31, 1995 ................          $10,474                $10,431 
June 30, 1995 .................          $11,162                $11,078 
September 30, 1995 ............          $11,403                $11,273 
December 31, 1995 .............          $11,963                $11,768 

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


* This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

                                          88

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

AVERAGE ANNUAL TOTAL RETURNS **

Periods ended December 31, 1995
<TABLE>
<CAPTION>

                                        Past 1     Past 5    Life of
                                         year      years     Fund***
                                         ----      -----     -------
<S>                                     <C>        <C>        <C>
U.S. Government Bond Portfolio          20.18%     9.25%      9.16%
</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the U.S. Government Bond
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

*** From commencement of operations (May 27, 1987)

                                          89

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

WORLD EQUITY PORTFOLIO                                     [LOGO]
SUB-ADVISOR: KEYSTONE INVESTMENT MANAGEMENT COMPANY



The investment objective of the World Equity Portfolio is to seek maximum
long-term total return by investing primarily in common stocks, and securities
convertible into common stocks, traded in securities markets located around the
world, including the United States.

1995 IN REVIEW: INTERNATIONAL

The year 1995 was very volatile in international equity markets: first, due to
volatility in Japan's markets and secondly, due to fluctuations in the U.S.
dollar.  Japan's equity market declined 25% (35% for Japanese small cap stocks)
through June, and then began a long climb back to end the year about unchanged.
The U.S. dollar also declined during the first six months about 23% before
recovering also to close the year about where it began.

European markets moved ahead approximately 10-15%, while emerging markets were
generally poor performers.  India and Taiwan were down 30%, and markets in Latin
America were off as well.  Emerging markets in Latin America and Asia suffered
due to the after effects of Mexico's devaluation in late 1994.  As U.S. interest
rates declined in 1995, and as the U.S. dollar stabilized in late 1995, foreign
markets began to respond positively.

THE YEAR AHEAD: INTERNATIONAL

We believe 1996 will be a better year than 1995, and have therefore increased
the international portion of the portfolio from 50% to 70%.  This is our maximum
international weighting.  Generally speaking, foreign companies offer good
investment value now and we have positioned the Portfolio accordingly.

As of January 19, 1996, we have a weighting of 40% in Japan.  We have increased
our Japanese holdings for the following reasons:

1.  The markets have been in a bear market for five years, and many stocks 
    look attractive using standard measures of value.
2.  We believe the banking crisis is starting to be dealt with which will have
    a positive longer term impact.
3.  The Yen has weakened (and should continue to weaken further), thus helping
    sales for Japanese exporting companies.
4.  The Japanese economy should recover slowly in 1996 from very depressed
    levels in 1994 and 1995.

Our holdings in Japan include many blue chip companies (Canon, Sony, Toyota,
Toshiba, Bridgestone), and some sectors we believe are undervalued like
pharmaceuticals, and non-life insurance companies.  We have no commercial bank
holdings.

1995 IN REVIEW: DOMESTIC

U.S. equity markets rose sharply in 1995 as investors reacted favorably to
several factors.  Positive economic growth continued in 1995 albeit at a slower
pace than experienced in 1994.  Inflation was not in evidence and interest rates
declined sharply.  Corporate earnings were strong, benefiting from greatly
improved productivity and a weak US dollar.

                                          90

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

Small cap stocks measured by the Russell 2000 actually underperformed the S&P
500.  However, there was a significant divergence between growth and value
stocks within the index.  Growth oriented small stocks substantially
outperformed value, driven principally by technology issues, an area we heavily
weighted during much of the year.  As the year drew to a close, technology
stocks corrected sharply as investors grew concerned about prospects for 1996.

THE YEAR AHEAD: DOMESTIC

We do not expect that US markets will match 1995's thirty-something gains in
1996.  In fact, our forecast is for a more normal return of about ten percent.
The environment for stocks is still good:  the economy is growing, inflation
remains controlled, interest rates are low.  Our biggest concern is corporate
earnings growth which peaked in early 1995.  However, we believe that smaller,
emerging growth companies should be able to continue to report strong earnings.
Those earnings gains should compare well with larger cap stocks and hopefully
attract investors to the small cap sector.

                                          KEYSTONE INVESTMENT MANAGEMENT COMPANY

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE WORLD EQUITY
PORTFOLIO AND THE MSCI WORLD INDEX *


[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of World Equity Line Chart]


                                   World Equity       MSCI World Index
                                   ------------       ----------------
April 1, 1994 .................      $10,000               $10,000
June 30, 1994 .................      $ 9,830               $10,301
September 30, 1994 ............      $10,523               $10,522
December 31, 1994 .............      $10,707               $10,477
March 31, 1995 ................      $10,921               $10,957
June 30, 1995 .................      $11,606               $11,375
September 30, 1995 ............      $13,312               $11,849
December 31, 1995 .............      $13,310               $12,329

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

* This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

                                          91

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 1995
CONTINUED

AVERAGE ANNUAL TOTAL RETURNS **

Periods ended December 31, 1995
<TABLE>
<CAPTION>

                                        Past 1   Past 5    Life of
                                         year    years     Fund***
                                         ----    -----     -------
<S>                                     <C>      <C>       <C>
World Equity Portfolio                  24.32%   11.25%    7.49%
</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the World Equity
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

*** From commencement of operations (June 10, 1988)

                                          92

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE PERIOD ENDED DECEMBER 31, 1995 *
CONTINUED


SMALL CAP PORTFOLIO
SUB-ADVISOR: PILGRIM, BAXTER & ASSOCIATES, LTD.            [LOGO]



The investment objective of the Small Cap Portfolio is to seek capital
appreciation by investing, under normal conditions, at least 65% of its total
assets in securities of companies with market capitalizations or annual revenues
under $1 billion at time of purchase.

1995 IN REVIEW

As we entered 1995, the level of economic activity that the U.S. was
experiencing was viewed as being well above long-run potential.  This provoked a
preemptive series of interest rate hikes from the Federal Reserve followed by
concerns about a dislocation to overall corporate earnings once the economy did
begin to slow.  Operating earnings for the Standard & Poor's 500 were rising at
a 20% rate, a level that provides significant competition for small cap growth
companies.  Additionally, large multinational corporate profitability was
perceived to be benefiting from the weak dollar, providing many industrial and
cyclical companies with the opportunity for strong relative earnings gains.

As the year progressed, however, it became apparent that seven increases in the
Fed Funds rate - a tightening cycle first begun in the Spring of 1994 - and
significant tax hikes beginning in the same year, were indeed beginning to slow
the economy.  The increasing acceptance of the "soft landing" scenario -
moderating real growth, benign inflation, declining interest rates and
decelerating corporate profitability - propelled small cap growth stocks higher
starting in June just after the Portfolio first opened.  Investors were well
aware that, in previous soft landing periods, growth stocks had outperformed
their value and cyclical counterparts as the market rewarded earnings stamina
with a premium valuation.

In sum, recapping 1995 as a positive period for U.S. financial assets - and
growth stocks in particular - would be a significant understatement.
Stabilization of the federal deficit (with talk of significant improvement by
the Republican Congressional majority), record levels of non-financial corporate
profitability and cash flow (much of which was reinvested in productivity
enhancing information technology), relatively low costs of labor and capital,
benign levels of inflation and interest rates, and superior relative earnings
gains for small cap growth stocks were all significant contributors to
investment returns.

December Portfolio results were essentially "in line" with the various small cap
indices.  Significant contributors to performance were found in the healthcare
and service sectors.  Offsetting this was the performance of the technology
group, where semiconductor and semiconductor capital equipment manufacturers
were notably weak. For the year as a whole, technology, healthcare and consumer
issues were by far the principal contributors to investment results.

OUTLOOK

In looking to the year ahead, many of the positives for small cap growth stocks,
which propelled the asset class higher during the second half of 1995, remain in
place.  We continue to feel that a landscape characterized by moderate economic
growth, quiescent inflation and interest rates, and continued relative earnings
expansion certainly favors the asset class.





* The Inception Date of the Small Cap Portfolio was May 4, 1995

                                          93

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE PERIOD ENDED DECEMBER 31, 1995
CONTINUED

Of course, the slowing economy carries its own special set of risks, the most
notable of which is the need for investors to adjust their expectations to the
slower revenue growth and, hence, much slower profit growth which lies ahead for
many companies.  This will not be done without some periods of uncertainty and
attendant market volatility.  Additionally, expectations in the bond market seem
particularly high regarding the budget balancing process.  Tough decisions need
to be made here, and ultimate resolution of the process may well take a
significant amount of time.  But at least we're having the discussion, and
that's quite bullish for the markets longer-term.

                                               PILGRIM BAXTER & ASSOCIATES, LTD.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE SMALL CAP PORTFOLIO
AND THE RUSSELL 2000 INDEX **


[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of Small Cap Line Chart]

                                   Small Cap         Russell 2000 Index
                                   ---------         ------------------
May 4, 1995 ...................     $10,000                $10,000
June 30, 1995 .................     $10,939                $10,676
September 30, 1995 ............     $12,593                $11,731
December 31, 1995 .............     $13,006                $11,985

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

** This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

                                          94

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE PERIOD ENDED DECEMBER 31, 1995
CONTINUED

AVERAGE ANNUAL TOTAL RETURNS ***

Period ended December 31, 1995
<TABLE>
<CAPTION>

                                       Life of
                                      Fund****
                                      --------
<S>                                   <C>
Small Cap Portfolio                    30.08%

</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the Small Cap Portfolio
and the return on the investment both will fluctuate and redemption proceeds may
be higher or lower than an investor's original cost.

*** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

**** From commencement of operations (May 4, 1995)

                                          95

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE PERIOD ENDED DECEMBER 31, 1995 *
CONTINUED



GROWTH & INCOME PORTFOLIO
SUB-ADVISOR: WARBURG PINCUS COUNSELLORS, INC.         [LOGO]


The Growth & Income Portfolio was established May 31, 1995: its investment
objective is to provide growth of capital and income.  The Portfolio rose 13.09%
in its first seven months, versus a return of 17.09% for the S&P 500.  Much of
the Portfolio's underperformance was attributable to continued heavy
liquidations by gold-sector mutual funds, which pushed down share prices of
gold-mining and other precious-metals-related companies.  These issues have a
significant representation in the Portfolio, and their weakness negated much of
the gains recorded by the Portfolio's other holdings during the period.

Their short-term performance notwithstanding, we remain bullish on the prospects
of gold and gold-mining stocks, and believe that their performance in 1996 will
be considerably improved relative to 1995.  This bullishness is based entirely
on supply and demand factors, rather than on the gold-as-inflation-hedge
argument.  Demand for gold, primarily for its use in jewelry, has risen steadily
over time.  This growth has been particularly strong in the last decade, with
much of the demand coming from emerging markets.

We are finding excellent opportunities in other areas as well, and believe that
the portfolio is in good position as the year begins.  Stocks we view as
promising include many industrial cyclical companies, particularly steel and
other metals firms, which stand to benefit significantly from what we expect to
be a stronger economy in the second half of the year.

We also see selected opportunities in oil-services companies, which as a group
should show a significant improvement in earnings due to the recent surge in
exploration activity by oil companies.

The Portfolio maintains a sizable weighting in banking stocks, and we believe
they hold good appreciation potential in 1996.  Driving these stocks'
performance has been a favorable interest rate environment and the industry's
accelerating trend toward consolidation, which shows few signs of easing.

Recent weakness within the technology sector has brought valuations down to more
reasonable levels, and we have used the opportunity to add selected names to the
portfolio.  Other areas in which we see good values are in cable and
telecommunications equipment companies.  Collectively, these stocks are down
significantly from their highs, but they stand to benefit greatly from
deregulation following passage of the telecommunications bill, which has passed
both Houses of Congress and should become law some time later this year.

                                               WARBURG, PINCUS COUNSELLORS, INC.










* The Inception Date of the Growth & Income Portfolio was May 31, 1995

                                          96

<PAGE>

VARIABLE INVESTORS SERIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE PERIOD ENDED DECEMBER 31, 1995
CONTINUED

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GROWTH & INCOME
PORTFOLIO AND THE S&P 500 INDEX **


[GRAPH]

- -------------------------------------------------------------------------------
[Tabular representation of Growth and Income Line Chart]

                                   Small Cap            S&P 500 Index
                                   ---------         ------------------
May 4, 1995 ...................     $10,000                $10,000
June 30, 1995 .................     $10,152                $10,232
September 30, 1995 ............     $11,145                $11,043
December 31, 1995 .............     $11,310                $11,708

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

** This Index is an unmanaged index in which investors can not invest.  Results
for the Index do not reflect the expenses and investment management fees
incurred by the Portfolio.

AVERAGE ANNUAL TOTAL RETURNS ***

Period ended December 31, 1995
<TABLE>
<CAPTION>

                                       Life of
                                      Fund****
                                      --------
<S>                                   <C>
Growth & Income Portfolio              13.09%

</TABLE>

"Total Return" is calculated including reinvestment of all income dividends and
capital gain distributions.  Results represent past performance and do not
indicate future results.  The value of an investment in the Growth & Income
Portfolio and the return on the investment both will fluctuate and redemption
proceeds may be higher or lower than an investor's original cost.

*** Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.  Performance numbers are net of all
fund operating expenses, but do not include any insurance charges imposed in
connection with your variable insurance contract.  If this performance
information included the effect of the insurance charges, performance numbers
would be lower.

**** From commencement of operations (May 31, 1995)

                                          97

<PAGE>


                     This page has been left blank intentionally.


                                          98



<PAGE>

Report of Ernst & Young LLP, Independent Auditors

To the Trustees and Contract Owners of Variable Investors Series Trust



We have audited the accompanying statements of assets and liabilities, 
including the schedules of investments, of Variable Investors Series Trust 
(comprising, respectively, the Cash Management, Common Stock, High Income 
Bond, Multiple Strategies, Tilt Utility, U.S. Government Bond, World Equity, 
Small Cap and Growth & Income Portfolios) as of December 31, 1995, and the 
related statements of operations, changes in net assets and financial 
highlights for each of the periods indicated therein.  These financial 
statements and financial highlights are the responsibility of Variable 
Investors Series Trust management.  Our responsibility is to express an 
opinion on these financial statements and financial highlights based on our 
audit.  The financial statements of Variable Investors Series Trust for the 
year ended December 31, 1994 and the financial highlights for each of the 
four years in the period ended December 31, 1994 were audited by other 
auditors whose report dated February 14, 1995 expressed an unqualified 
opinion on those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of December 31,
1995, by correspondence with the custodian and brokers or by other appropriate
auditing procedures where replies from brokers were not received.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective portfolios constituting Variable Investors Series Trust at
December 31, 1995, the results of their operations, the changes in their net
assets and financial highlights for each of the indicated periods, in conformity
with generally accepted accounting principles.


                                                            Ernst & Young LLP



Boston, Massachusetts
February 12, 1996


                                       99
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                            CASH MANAGEMENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY        PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE             AMOUNT                  VALUE
            ------------------                          ------         ----             ------                  -----
<S>                                                     <C>          <C>             <C>            <C>      <C>
COMMERCIAL PAPER
  BANKING - (19.7%)
    Abbey National North America . . . . . . . . . .    5.710%       01/05/1996      $   300,000             $   299,810
    Commerzbank United States Finance. . . . . . . .    5.590%       01/22/1996          500,000                 498,370
    Royal Bank of Canada . . . . . . . . . . . . . .    5.480%       01/11/1996          200,000                 199,696
    Societe General North America, Inc.. . . . . . .    5.600%       02/09/1996          500,000                 496,967
    Svenska Handelsbanken, Inc.. . . . . . . . . . .    5.650%       03/29/1996          500,000                 493,094
                                                                                                             -----------
                                                                                                               1,987,937

  FINANCE AUTO - (3.0%)

    Ford Credit. . . . . . . . . . . . . . . . . . .    5.700%       01/16/1996          300,000                 299,288
                                                                                                             -----------

  FINANCE COMMERCIAL - (22.5%)
    Asset Securitization Cooperative Corp. . . . . .    5.750%       01/19/1996          300,000                 299,137
    Beta Finance, Inc. . . . . . . . . . . . . . . .    5.670%       02/20/1996          400,000                 396,850
    Beta Finance, Inc. . . . . . . . . . . . . . . .    5.590%       04/19/1996          100,000                  98,307
    CIT Group Holdings, Inc. . . . . . . . . . . . .    5.700%       01/19/1996          100,000                  99,715
    Falcon Asset Securitization. . . . . . . . . . .    5.540%       05/03/1996          500,000                 490,536
    General Electric Capital Corporation . . . . . .    5.690%       02/05/1996          400,000                 397,787
    Greenwich Funding Corporation. . . . . . . . . .    5.670%       02/15/1996          200,000                 198,583
    Greenwich Funding Corporation. . . . . . . . . .    5.660%       02/23/1996          300,000                 297,500
                                                                                                             -----------
                                                                                                               2,278,415


  FINANCE - RETAIL - (4.9%)
    American Express Credit Corporation. . . . . . .    5.610%       04/08/1996          500,000                 492,364
                                                                                                             -----------

       TOTAL COMMERCIAL PAPER - (COST $5,058,004)                                                    50.1%     5,058,004
                                                                                                             -----------

GOVERNMENT AND AGENCY SECURITIES
  FINANCIAL SERVICES - (9.9%)
     Federal Home Loan Mortgage Corporation. . . . .    5.750%       01/02/1996        1,000,000                 999,840
                                                                                                             -----------
  TOTAL GOVERNMENT AND AGENCY SECURITIES - (Cost $999,840)                                            9.9%       999,840
                                                                                                             -----------

  BANKING - (24.2%)
  Board of Industrial Development - City of
    Pelham (Columbus Bank & Trust, LOC) (a). . . . .    6.069%       01/04/1996          390,000                 390,000
  Maryland State Industrial Authority
    (First National Bank, Maryland LOC) (a). . . . .    5.910%       01/01/1996          500,000                 500,000
  Mississippi Business Finance Corporation
    (CoAmerica Bank, LOC) (a). . . . . . . . . . . .    5.869%       01/04/1996          400,000                 400,000
  PNC Bank NA. . . . . . . . . . . . . . . . . . . .    5.535%       01/01/1996          500,000                 499,600
  Roby Company (Huntington National
    Bank, LOC) (a) . . . . . . . . . . . . . . . . .    5.870%       01/04/1996          390,000                 390,000
  Vista Funding Corporation (Fifth Third
    Bank, LOC) (a). . .. . . . . . . . . . . . . . .    5.869%       01/04/1996          263,000                 263,000
                                                                                                             -----------
                                                                                                               2,442,600


</TABLE>

See notes to financial statements.

                                       100
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                            CASH MANAGEMENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY         PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE             AMOUNT                          VALUE
            ------------------                          ------         ----             ------                          -----
<S>                                                    <C>           <C>             <C>               <C>         <C>
VARIABLE RATE AND CORPORATE NOTES
  INSURANCE - (4.9%)
    Sun Life Insurance Company of America. . . . . .    6.088%       09/15/1996      $   500,000                   $    500,000
                                                                                                                   ------------
  LEASING - (3.2%)
    Navistar Financial Corporation . . . . . . . . .    5.750%       11/15/1996          323,223                        323,217
                                                                                                                   ------------

       TOTAL VARIABLE RATE AND CORPORATE
         NOTES - (Cost $3,265,817)                                                                        32.3%       3,265,817
                                                                                                                   ------------
TIME DEPOSIT
  BANKING - (1.0%)
     Bank of Nova Scotia . . . . . . . . . . . . . .    7.000%       01/02/1996          100,000                        100,000
                                                                                                                   ------------

       TOTAL TIME DEPOSIT - (COST $100,000)                                                                1.0%         100,000
                                                                                                                   ------------
</TABLE>

<TABLE>
<CAPTION>

                                                                                       MATURITY
                                                                                        AMOUNT
                                                                                        ------
<S>                                                     <C>         <C>              <C>                           <C>
SHORT TERM INVESTMENTS
  REPURCHASE AGREEMENTS (b) - (7.8%)
     Goldman Sachs . . . . . . . . . . . . . . . . .    5.900%       01/02/1996      $   390,256                        390,000
     Paine Webber Group, Inc.. . . . . . . . . . . .    5.930%       01/02/1996          400,264                        400,000
                                                                                                                   ------------
     TOTAL SHORT TERM INVESTMENTS - (COST $790,000)                                                        7.8%         790,000
                                                                                                                   ------------


TOTAL INVESTMENTS - (Cost  $10,213,661)                                                                  101.1%      10,213,661
                                                                                                        ------
OTHER ASSETS LESS LIABILITIES -                                                                           (1.1)%       (117,938)
                                                                                                        ------     ------------
NET ASSETS -                                                                                             100.0%    $ 10,095,723
                                                                                                        ------     ------------
                                                                                                        ------     ------------
</TABLE>

(a)  Variable rate demand note.  Interest rate is the rate in effect and
     maturity date represents the next reset date at December 31, 1995.

(b)  The repurchase agreements, dated 12/29/95, are fully collateralized by U.S.
     government and/or agency obligations based on market prices at the date of
     the purchase.  The investments in repurchase agreements are through
     participation in a joint account with other portfolios advised by Federated
     Investment Counseling.

LOC - Letter of Credit

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.


See notes to financial statements.

                                       101
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             COMMON STOCK PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
<TABLE>
<CAPTION>


                NAME OF ISSUER
                AND TITLE OF ISSUE                                             SHARES         VALUE
                ------------------                                             ------         -----
<S>                                                                            <C>        <C>
COMMON STOCKS
  AEROSPACE - (5.6%)
     Loral Corporation . . . . . . . . . . . . . . . . . . . . . . . .          36,000    $  1,273,500
     McDonnell Douglas Corporation . . . . . . . . . . . . . . . . . .          10,000         920,000
     Watkins Johnson Company . . . . . . . . . . . . . . . . . . . . .           5,000         218,750
                                                                                          ------------
                                                                                             2,412,250

BANKS - (1.2%)
     Fifth Third Bancorp . . . . . . . . . . . . . . . . . . . . . . .           7,000         512,750
                                                                                          ------------

BUSINESS SERVICES - (0.9%)
     National Data Corporation . . . . . . . . . . . . . . . . . . . .          16,000         396,000
                                                                                          ------------

CHEMICALS - (6.0%)
  First Mississippi Corporation. . . . . . . . . . . . . . . . . . . .          22,500         596,250
  IMC Fertilizer Group, Inc. . . . . . . . . . . . . . . . . . . . . .          32,000       1,308,000
  Praxair, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . .          20,500         689,312
                                                                                          ------------
                                                                                             2,593,562

COMMUNICATION EQUIPMENT - (0.8%)
  Andrew Corporation (a) . . . . . . . . . . . . . . . . . . . . . . .           9,500         363,375
                                                                                          ------------

COMPUTER RELATED - (10.1%)
  3Com Corporation (a) . . . . . . . . . . . . . . . . . . . . . . . .          16,000         746,000
  Cabletron Systems, Inc. (a). . . . . . . . . . . . . . . . . . . . .          10,000         810,000
  Cisco System, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . .          14,500       1,082,062
  Compaq Computer Corporation (a). . . . . . . . . . . . . . . . . . .           7,000         336,000
  First Data Corporation . . . . . . . . . . . . . . . . . . . . . . .           6,000         401,250
  HBO & Company. . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,500         574,688
  Measurex Corporation . . . . . . . . . . . . . . . . . . . . . . . .          13,500         381,375
                                                                                          ------------
                                                                                             4,331,375

COMPUTER SERVICES - (2.4%)
  Computer Associates International, Inc.. . . . . . . . . . . . . . .           7,500         426,563
  Informix Corporation . . . . . . . . . . . . . . . . . . . . . . . .          20,000         599,640
                                                                                          ------------
                                                                                             1,026,203

CONSTRUCTION - (1.9%)
  Clayton Homes, Inc.. . . . . . . . . . . . . . . . . . . . . . . . .          37,500         801,563
                                                                                          ------------

COSMETICS & TOILETRIES - (1.9%)
  Gillette Company . . . . . . . . . . . . . . . . . . . . . . . . . .          15,500         807,938
                                                                                          ------------

DRUGS - (11.3%)
  Amgen, Inc. (a)  . . . . . . . . . . . . . . . . . . . . . . . . . .          14,000         831,250
  Cardinal Health, Inc.. . . . . . . . . . . . . . . . . . . . . . . .           7,800         427,050
  Genzyme Corporation (a). . . . . . . . . . . . . . . . . . . . . . .          13,000         810,875
  Merck & Company, Inc.. . . . . . . . . . . . . . . . . . . . . . . .          20,000       1,315,000
  Pfizer, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12,000         756,000
  Schering Plough Corporation. . . . . . . . . . . . . . . . . . . . .          13,000         711,750
                                                                                          ------------
                                                                                             4,851,925

</TABLE>

See notees to financial statements.

                                       102
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             COMMON STOCK PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>


                   NAME OF ISSUER
                   AND TITLE OF ISSUE                                           SHARES        VALUE
                   ------------------                                           ------        ------
<S>                                                                             <C>        <C>
COMMON STOCKS
  ELECTRONICS - (2.3%)
     ADC Telecommunications, Inc. (a). . . . . . . . . . . . . . . . .          10,000     $   365,000
     Silicon Graphics, Inc.  . . . . . . . . . . . . . . . . . . . . .          10,000         275,000
     Vishay Intertechnology, Inc.. . . . . . . . . . . . . . . . . . .          11,000         346,500
                                                                                           -----------
                                                                                               986,500

  ENVIRONMENTAL - (2.9%)
     Thermo Electron Corporation (a) . . . . . . . . . . . . . . . . .          24,000       1,248,000
                                                                                           -----------

  FINANCIAL SERVICES - (6.0%)
     Countrywide Credit Industries, Inc. . . . . . . . . . . . . . . .           9,000         195,750
     Finova Group, Inc.. . . . . . . . . . . . . . . . . . . . . . . .          10,500         506,625
     Green Tree Financial, Inc.. . . . . . . . . . . . . . . . . . . .          43,000       1,134,125
     Money Store, Inc. . . . . . . . . . . . . . . . . . . . . . . . .          15,000         234,375
     Sunamerica, Inc.. . . . . . . . . . . . . . . . . . . . . . . . .          10,500         498,750
                                                                                           -----------
                                                                                             2,569,625

FOOD & BEVERAGES - (2.6%)
     Coca Cola Company . . . . . . . . . . . . . . . . . . . . . . . .           6,000         445,500
     PepsiCo, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .          12,000         670,500
                                                                                           -----------
                                                                                             1,116,000

  GAS & PIPELINE UTILITIES - (1.0%)
     Panhandle Eastern Corporation . . . . . . . . . . . . . . . . . .          15,000         418,125
                                                                                           -----------

  INSURANCE - (4.0%)
     20th Century Industries (a) . . . . . . . . . . . . . . . . . . .          12,000         238,500
     American International Group, Inc.  . . . . . . . . . . . . . . .           8,000         740,000
     Travelers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .          11,500         723,062
                                                                                           -----------
                                                                                             1,701,562

  MACHINERY & EQUIPMENT - (7.1%)
     Bombardier, Inc.. . . . . . . . . . . . . . . . . . . . . . . . .          49,000         645,917
     Dover Corporation . . . . . . . . . . . . . . . . . . . . . . . .          10,000         368,750
     Duriron, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .          15,000         350,625
     Gleason Corporation . . . . . . . . . . . . . . . . . . . . . . .          12,500         406,250
     IDEX Corporation. . . . . . . . . . . . . . . . . . . . . . . . .          14,500         590,875
     JLG Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .          23,000         684,250
                                                                                           -----------
                                                                                             3,046,667

  MEDIA - (2.7%)
     Capital Cities ABC, Inc.. . . . . . . . . . . . . . . . . . . . .           9,500       1,172,062
                                                                                           -----------
  MEDICAL SUPPLIES & SERVICES - (6.8%)
     Healthcare Compare Corporation (a). . . . . . . . . . . . . . . .          13,500         587,250
     Johnson & Johnson . . . . . . . . . . . . . . . . . . . . . . . .           5,500         470,937
     Medtronic, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .          24,000       1,341,000
     Stryker Corporation . . . . . . . . . . . . . . . . . . . . . . .           9,500         498,750
                                                                                           -----------
                                                                                             2,897,937

  OIL & GAS - (0.7%)
     Occidental Petroleum Corporation. . . . . . . . . . . . . . . . .          13,000         277,875
                                                                                           -----------
</TABLE>
See notes to financial statements.

                                       103
<PAGE>
                         VARIABLE INVESTORS SERIES TRUST
                             COMMON STOCK PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>


                    NAME OF ISSUER
                   AND TITLE OF ISSUE                                           SHARES                          VALUE
                   ------------------                                           ------                          -----
<S>                                                                             <C>           <C>          <C>
COMMON STOCKS
  PACKAGING - (1.0%)
     Sealed Air Corporation (a). . . . . . . . . . . . . . . . . . . .          16,000                     $    450,000
                                                                                                           ------------

  PETROLEUM SERVICES - (1.2%)
     Halliburton Company . . . . . . . . . . . . . . . . . . . . . . .          10,000                          506,250
                                                                                                           ------------

  PRINTING & PUBLISHING - (1.1%)
     Omnicom Group . . . . . . . . . . . . . . . . . . . . . . . . . .          13,000                          484,250
                                                                                                           ------------

  RECREATION - (0.8%)
     Walt Disney Company . . . . . . . . . . . . . . . . . . . . . . .           6,000                          354,000
                                                                                                           ------------

  RETAIL GROCERY - (1.0%)
     Caseys General Stores, Inc. . . . . . . . . . . . . . . . . . . .          20,000                          437,500
                                                                                                           ------------
  RETAIL-SPECIALTY - (1.1%)
     CUC International, Inc. (a) . . . . . . . . . . . . . . . . . . .          13,500                          460,688
                                                                                                           ------------

  SEMICONDUCTORS - (1.5%)
     Intel Corporation . . . . . . . . . . . . . . . . . . . . . . . .           7,000                          397,250
     KLA Instruments (a) . . . . . . . . . . . . . . . . . . . . . . .           9,000                          234,563
                                                                                                           ------------
                                                                                                                631,813

  SOFTWARE - (2.7%)
     Microsoft Corporation (a) . . . . . . . . . . . . . . . . . . . .           6,000                          526,500
     Oracle System Corporation (a) . . . . . . . . . . . . . . . . . .          15,000                          635,625
                                                                                                           ------------
                                                                                                              1,162,125

  STEEL - (1.2%)
     Texas Industries, Inc.. . . . . . . . . . . . . . . . . . . . . .           9,500                          503,500
                                                                                                           ------------

  TELECOMMUNICATIONS - (2.6%)
     Sprint Corporation. . . . . . . . . . . . . . . . . . . . . . . .          20,000                          797,500
     Tellabs, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . . .           9,000                          333,000
                                                                                                           ------------
                                                                                                              1,130,500
  TRANSPORTATION - (1.4%)
     Burlington Northern Santa Fe. . . . . . . . . . . . . . . . . . .           7,700                          600,600
                                                                                                           ------------

     TOTAL COMMON STOCKS - (COST $32,787,844)                                                 93.8%          40,252,520
                                                                                                           ------------
                                                                                                           ------------
</TABLE>

See notes to financial statements.


                                       104
<PAGE>
                         VARIABLE INVESTORS SERIES TRUST
                             COMMON STOCK PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>


                 NAME OF ISSUER                         INTEREST   MATURITY      MATURITY
               AND TITLE OF ISSUE                         RATE       DATE         AMOUNT                     VALUE
               ------------------                         ----       ----         ------                     -----
<S>                                                     <C>      <C>          <C>                <C>        <C>
SHORT TERM INVESTMENT
  REPURCHASE AGREEMENT - (7.6%)
     State Street Bank and Trust Company (b) . . . .     4.250%  01/02/1996   $ 3,257,538                   $  3,256,000

     TOTAL SHORT TERM INVESTMENT - (COST $3,256,000)                                                7.6%       3,256,000
                                                                                                            ------------

TOTAL INVESTMENTS - (Cost  $36,043,844)                                                           101.4%      43,508,520

OTHER ASSETS LESS LIABILITIES -                                                                    (1.4)%       (589,796)
                                                                                                 ------     ------------
NET ASSETS -                                                                                      100.0%    $ 42,918,724
                                                                                                 ------     ------------
                                                                                                 ------     ------------
</TABLE>


(a)  Non-income producing security.

(b)  The repurchase agreement, dated 12/29/95, is fully collateralized by a
     United States Treasury Bond, 10.75%, 8/15/05, with a value of $3,324,325.


The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.

See notes to financial statements.

                                       105
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                           HIGH INCOME BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                December 31, 1995
<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY         PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE             AMOUNT                  VALUE
            ------------------                          ------         ----             ------                  -----
<S>                                                    <C>           <C>             <C>                      <C>
CORPORATE BONDS
  AEROSPACE & DEFENSE - (1.8%)
     Howmet Corporation (a). . . . . . . . . . . . .   10.000%       12/01/2003      $    25,000              $   26,000
     Tracor, Inc.. . . . . . . . . . . . . . . . . .   10.875%       08/15/2001          125,000                 129,844
                                                                                                              ----------
                                                                                                                 155,844

  AUTOMOTIVE - (5.4%)
     Aftermarket Technology Company. . . . . . . . .   12.000%       08/01/2004          125,000                 131,875
     Exide Corporation . . . . . . . . . . . . . . .   10.000%       04/15/2005          100,000                 108,250
     Lear Seating Corporation. . . . . . . . . . . .    8.250%       02/01/2002          125,000                 122,656
     Motor Wheel Corporation . . . . . . . . . . . .   11.500%       03/01/2000          125,000                 108,750
                                                                                                              ----------
                                                                                                                 471,531

  BANKING - (1.6%)
     First Nationwide Holdings, Inc. . . . . . . . .   12.250%       05/15/2001          125,000                 140,313
                                                                                                              ----------
  BEVERAGE & TOBACCO - (0.5%)
     Dr Pepper Bottling Holdings Company (b) . . . .   10.675%       02/15/2003           50,000                  40,750
                                                                                                              ----------

  BROADCAST RADIO & TELEVISION - (9.3%)
     Ackerley Communications, Inc. . . . . . . . . .   10.750%       10/01/2003          125,000                 133,750
     Act III Broadcasting Inc. . . . . . . . . . . .   10.250%       12/15/2005           50,000                  51,125
     Allbritton CommunicationCompany . . . . . . . .   11.500%       08/15/2004          125,000                 131,875
     Chancellor Broadcasting Company . . . . . . . .   12.500%       10/01/2004          100,000                 107,000
     Pegasus Media & Communications, Inc.. . . . . .   12.500%       07/01/2005           50,000                  49,750
     Peoples Choice TV Corporation (b) . . . . . . .   12.385%       06/01/2004          100,000                  58,250
     SCI Television, Inc.. . . . . . . . . . . . . .   11.000%       06/30/2005          150,000                 159,375
     Sinclair Broadcast Group, Inc.. . . . . . . . .   10.000%       12/15/2003          125,000                 127,812
                                                                                                              ----------
                                                                                                                 818,937

  BUSINESS EQUIPMENT & Services - (2.1%)
     Monarch Acquisition Corp. . . . . . . . . . . .   12.500%       07/01/2003          125,000                 131,875
     United Stationers Supply Company. . . . . . . .   12.750%       05/01/2005           50,000                  54,625
                                                                                                              ----------
                                                                                                                 186,500

  CABLE TELEVISION - (10.3%)
     Australis Media Ltd. (b). . . . . . . . . . . .    9.631%       05/15/2003          100,000                  72,250
     Cablevision Systems Company . . . . . . . . . .    9.875%       02/15/2013           75,000                  79,875
     CAI Wireless Systems, Inc.  . . . . . . . . . .   12.250%       09/15/2002           50,000                  53,500
     Continental Cablevision, Inc. . . . . . . . . .    9.500%       08/01/2013          200,000                 212,000
     Insight Communications Company (b). . . . . . .   10.678%       03/01/2000           50,000                  50,625
     International Cabletel, Inc. (b). . . . . . . .   11.475%       10/15/2003          250,000                 173,750
     Le Group Videotron Ltee.. . . . . . . . . . . .   10.625%       02/15/2005          100,000                 107,500
     TeleWest Plc(b) . . . . . . . . . . . . . . . .   10.989%       10/01/2007          175,000                 105,219
     Wireless One Inc. . . . . . . . . . . . . . . .   13.000%       10/15/2003           50,000                  53,000
                                                                                                              ----------
                                                                                                                 907,719

  CHEMICALS & PLASTICS - (6.2%)
     Arcadian Partners L.P.. . . . . . . . . . . . .   10.750%       05/01/2005          125,000                 137,500
     Crain Industries, Inc. (a). . . . . . . . . . .   13.500%       08/15/2005           50,000                  50,500
     G-I Holdings, Inc.(b) . . . . . . . . . . . . .    9.407%       10/01/1998           75,000                  57,562

</TABLE>


See notes to financial statements.

                                       106
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                           HIGH INCOME BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY         PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE             AMOUNT                   VALUE
            ------------------                          ------         ----             ------                   -----
<S>                                                    <C>           <C>             <C>                     <C>
CORPORATE BONDS
  CHEMICALS & PLASTICS - (CONTINUED)
     Harris Chemical North America, Inc. (b) . . . .   10.432%       07/15/2001      $   100,000             $    97,000
     Polymer Group,Inc.. . . . . . . . . . . . . . .   12.250%       07/15/2002          125,000                 128,750
     Uniroyal Technology Corporation . . . . . . . .   11.750%       06/01/2003           75,000                  72,000
                                                                                                             -----------
                                                                                                                 543,312

  CLOTHING & TEXTILES - (1.4%)
     WestPoint Stevens, Inc. . . . . . . . . . . . .    9.375%       12/15/2005          125,000                 123,438
                                                                                                             -----------

  CONGLOMERATES - (1.5%)
     Sherritt Gordon, Ltd. . . . . . . . . . . . . .    9.750%       04/01/2003          125,000                 132,500
                                                                                                             -----------
  CONSUMER PRODUCTS - (4.3%)
     American Safety Razor Company . . . . . . . . .    9.875%       08/01/2005           50,000                  50,750
     Herff Jones Inc.. . . . . . . . . . . . . . . .   11.000%       08/15/2005           75,000                  80,250
     Hosiery Corporation of America, Inc.. . . . . .   13.750%       08/01/2002           50,000                  53,875
     ICON Health & Fitness, Inc. . . . . . . . . . .   13.000%       07/15/2002          100,000                 108,000
     Playtex Family Products Corporation . . . . . .    9.000%       12/15/2003          100,000                  88,500
                                                                                                             -----------
                                                                                                                 381,375

  CONTAINER & GLASS PRODUCTS - (0.6%)
     Portola Packaging,Inc.. . . . . . . . . . . . .   10.750%       10/01/2005           50,000                  51,500
                                                                                                             -----------
  COSMETICS & TOILETRIES - (1.1%)
     Revlon Consumer Products Corporation. . . . . .    9.375%       04/01/2001          100,000                 101,250
                                                                                                             -----------
  ECOLOGICAL SERVICES & EQUIPMENT - (3.1%)
     Allied Waste Industries, Inc. . . . . . . . . .   12.000%       02/01/2004          150,000                 162,375
     Mid-American Waste Systems, Inc.. . . . . . . .   12.250%       02/15/2003          125,000                 112,500
                                                                                                             -----------
                                                                                                                 274,875

  FARMING & AGRICULTURE - (0.6%)
     Spreckels Industries, Inc.. . . . . . . . . . .   11.500%       09/01/2000           50,000                  49,250
                                                                                                             -----------

  FOOD & DRUG RETAILERS - (2.4%)
     Pathmark Stores, Inc. . . . . . . . . . . . . .    9.625%       05/01/2003           50,000                  48,500
     Penn Traffic Company. . . . . . . . . . . . . .    9.625%       04/15/2005           75,000                  58,406
     Ralph's Grocery Company . . . . . . . . . . . .   10.450%       06/15/2004          100,000                 101,500
                                                                                                             -----------
                                                                                                                 208,406

  FOOD PRODUCTS - (4.2%)
     Curtice-Burns Foods, Inc. . . . . . . . . . . .   12.250%       02/01/2005          100,000                 103,000
     PMI Acquisition Corporation . . . . . . . . . .   10.250%       09/01/2003          100,000                 102,500
     Specialty Foods Corporation . . . . . . . . . .   11.250%       08/15/2003          125,000                 111,250
     Van De Kamp's, Inc. . . . . . . . . . . . . . .   12.000%       09/15/2005           50,000                  51,750
                                                                                                             -----------
                                                                                                                 368,500

  FOOD SERVICES - (1.0%)
     Flagstar Corporation                              11.250%       11/01/2004          125,000                  88,750
                                                                                                             -----------

</TABLE>

See notes to financial statements.

                                       107
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                           HIGH INCOME BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY        PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE            AMOUNT                    VALUE
            ------------------                          ------         ----            ------                    -----
<S>                                                    <C>           <C>             <C>                       <C>
CORPORATE BONDS
  FOREST PRODUCTS - (5.0%)
     Container Corporation of America. . . . . . . .   11.250%       05/01/2004      $   125,000                $128,437
     Repap New Brunswick, Inc. . . . . . . . . . . .    9.875%       07/15/2000          125,000                 125,625
     S.D. Warren Company . . . . . . . . . . . . . .   12.000%       12/15/2004          100,000                 109,500
     Stone Container Corporation . . . . . . . . . .    9.875%       02/01/2001           75,000                  72,750
                                                                                                             -----------
                                                                                                                 436,312

  HEALTHCARE - (2.5%)
     AmeriSource Health Corporation. . . . . . . . .   11.250%       07/15/2005          101,525                 111,678
     Tenet Healthcare Corporation. . . . . . . . . .   10.125%       03/01/2005          100,000                 110,750
                                                                                                             -----------
                                                                                                                 222,428

  HOME PRODUCTS & FURNISHINGS - (1.0%)
     American Standard, Inc. (b) . . . . . . . . . .    9.021%       06/01/2005          100,000                  85,750
                                                                                                             -----------

  INDUSTRIAL PRODUCTS & EQUIPMENT - (1.7%)
     Cabot Safety Acquisition Corporation. . . . . .   12.500%       07/15/2005          100,000                 106,500
     Pace Industries,Inc.. . . . . . . . . . . . . .   10.625%       12/01/2002           50,000                  44,000
                                                                                                             -----------
                                                                                                                 150,500

  LEISURE & ENTERTAINMENT - (3.1%)
     Affinity Group, Inc.. . . . . . . . . . . . . .   11.500%       10/15/2003           50,000                  50,750
     Alliance Entertainment Corporation. . . . . . .   11.250%       07/15/2005           50,000                  50,250
     Premier Parks, Inc. . . . . . . . . . . . . . .   12.000%       08/15/2003           50,000                  51,375
     Six Flags Theme Parks, Inc. (b) . . . . . . . .   10.723%       06/15/2005          150,000                 117,375
                                                                                                             -----------
                                                                                                                 269,750


  MACHINERY & EQUIPMENT - (2.2%)
     Primeco, Inc. . . . . . . . . . . . . . . . . .   12.750%       03/01/2005           75,000                  78,375
     Waters Corporation. . . . . . . . . . . . . . .   12.750%       09/30/2004          100,000                 112,500
                                                                                                             -----------
                                                                                                                 190,875

  OIL & GAS - (3.0%)
     Falcon Drilling Company, Inc. . . . . . . . . .   12.500%       03/15/2005          100,000                 109,500
     Giant Industries, Inc.. . . . . . . . . . . . .    9.750%       11/15/2003          125,000                 126,406
     United Meridian Corporation . . . . . . . . . .   10.375%       10/15/2005           25,000                  26,375
                                                                                                             -----------
                                                                                                                 262,281

  PRINTING & PUBLISHING - (1.8%)
     Affiliated Newspaper (b)  . . . . . . . . . . .   13.344%       07/01/2006          250,000                 156,875
                                                                                                             -----------

  RETAILERS - (1.3%)
     Brylane Capital Corporation . . . . . . . . . .   10.000%       09/01/2003          125,000                 110,625
                                                                                                             -----------

  SERVICES - (0.6%)
     Coinmach Corporation (a). . . . . . . . . . . .   11.750%       11/15/2005           50,000                  50,625
                                                                                                             -----------

  STEEL - (3.3%)
     EnviroSource, Inc.. . . . . . . . . . . . . . .    9.750%       06/15/2003          125,000                 109,375
     Geneva Steel Company. . . . . . . . . . . . . .    9.500%       01/15/2004          100,000                  77,750
     GS Technologies Operating Company, Inc. . . . .   12.000%       09/01/2004          100,000                  99,000
                                                                                                             -----------
                                                                                                                 286,125

</TABLE>

See notes to financial statements.


                                       108
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                           HIGH INCOME BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY        PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE            AMOUNT                    VALUE
            ------------------                          ------         ----            ------                    -----
<S>                                                    <C>           <C>             <C>             <C>      <C>
CORPORATE BONDS
  SURFACE TRANSPORTATION - (5.9%)
     Gearbulk Holdings Ltd.  . . . . . . . . . . . .   11.250%       12/01/2004      $   100,000              $  107,500
     Sea Containers Ltd. . . . . . . . . . . . . . .   12.500%       12/01/2004          125,000                 134,687
     Stena AB. . . . . . . . . . . . . . . . . . . .   10.500%       12/15/2005           75,000                  77,063
     Trans Ocean Container Corporation . . . . . . .   12.250%       07/01/2004           75,000                  78,000
     Trism, Inc. . . . . . . . . . . . . . . . . . .   10.750%       12/15/2000          125,000                 121,875
                                                                                                              ----------
                                                                                                                 519,125

  TELECOMMUNICATIONS & CELLULAR - (6.5%)
     Cellular Communications
      International, Inc. (b)  . . . . . . . . . . .   10.542%       08/15/2000          100,000                  61,500
     Dial Call Communications, Inc. (b)  . . . . . .   14.646%       04/15/2004          100,000                  57,000
     Fonorola, Inc.  . . . . . . . . . . . . . . . .   12.500%       08/15/2002           25,000                  26,250
     IXC Communications, Inc. (a). . . . . . . . . .   13.000%       10/01/2005           75,000                  80,250
     MobileMedia Communications,Inc. . . . . . . . .    9.375%       11/01/2007           25,000                  25,625
     PanAmSat Corporation(b) . . . . . . . . . . . .    9.848%       08/01/2003          100,000                  81,500
     ProNet, Inc.  . . . . . . . . . . . . . . . . .   11.875%       06/15/2005          100,000                 110,125
     USA Mobile Communications, Inc. . . . . . . . .    9.500%       02/01/2004          125,000                 123,750
                                                                                                              ----------
                                                                                                                 566,000

  UTILITIES - (1.6%)
     California Energy Company, Inc. (b) . . . . . .    9.300%       01/15/2004          150,000                 141,000
                                                                                                              ----------

     TOTAL CORPORATE BONDS - (COST $8,192,990)                                                       96.9%     8,493,021
                                                                                                              ----------

<CAPTION>

                                                                                        SHARES
                                                                                        ------
<S>                                                                                     <C>          <C>      <C>
COMMON STOCKS
  BROADCAST RADIO & TELEVISION - (0.0%)
     Pegasus Media & Communications, Inc. (a) (c)  . . . . . . . . . . . . . .                 5                       0
                                                                                                                 -------
  CONSUMER PRODUCTS - (0.0%)
     Hosiery Corporation Of America, Inc.(c) . . . . . . . . . . . . . . . . .                50                     250
                                                                                                                 -------

  FOOD & DRUG RETAILERS - (0.3%)
     Grand Union Company (c) . . . . . . . . . . . . . . . . . . . . . . . . .             3,535                  26,512
                                                                                                                 -------

  PRINTING & PUBLISHING - (0.1%)
     Affiliated Newspaper (c). . . . . . . . . . . . . . . . . . . . . . . . .               250                   6,250
                                                                                                                 -------

     TOTAL COMMON STOCKS - (COST $201,312) . . . . . . . . . . . . . . . . . .                        0.4%        33,012
                                                                                                                 -------

PREFERRED STOCK
Telecommunications & Cellular - (0.7%)
  PanAmSat Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . .                54                  60,634
                                                                                                                 -------


     TOTAL PREFERRED STOCK - (COST $53,829). . . . . . . . . . . . . . . . . .                        0.7%        60,634
                                                                                                                 -------

</TABLE>

See notes to financial statements.


                                       109
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                           HIGH INCOME BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

              NAME OF ISSUER
            AND TITLE OF ISSUE                                                              SHARES            VALUE
            ------------------                                                              ------            -----
<S>                                                                                         <C>    <C>        <C>
WARRANTS
  CONSUMER PRODUCTS - (0.0%)
     IHF Capital, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . . . . .               100              $    2,500
                                                                                                              ----------

  TELECOMMUNICATIONS & CELLULAR - (0.0%)
     DIAL PAGE, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               100                       1
                                                                                                              ----------

  TOTAL WARRANTS - (COST $1,408)                                                                      0.0%         2,501
                                                                                                              ----------

TOTAL INVESTMENTS - (Cost  $8,449,539)                                                               98.0%     8,589,168
OTHER ASSETS LESS LIABILITIES -                                                                       2.0%       174,672
                                                                                                   -------   -----------
NET ASSETS -                                                                                        100.0%   $ 8,763,840
                                                                                                   -------   -----------
                                                                                                   -------   -----------
</TABLE>

(a)  Pursuant to Rule 144A under the Securities Act of 1933, these securities
     may be resold in transactions exempt from registration, normally to
     qualified institutional buyers.  At December 31, 1995, these securities
     aggregated  $209,875 or 2.4% of the net assets of the Portfolio.

(b)  Step bond.  Interest rate shown represents yield to maturity.

(c)  Non-income producing security.


The percentage shown for each investment category is the total value of that 
category as a percent of the total Net Assets of the Portfolio.


See notes to financial statements.


                                       110
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          MULTIPLE STRATEGIES PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>

                      NAME OF ISSUER
                     AND TITLE OF ISSUE                                         SHARES                          VALUE
                     ------------------                                         ------                          -----
<S>                                                                             <C>                        <C>
COMMON STOCKS
  AEROSPACE - (4.3%)
     Loral Corporation . . . . . . . . . . . . . . . . . . . . . . . .          16,000                     $    566,000
     McDonnell Douglas Corporation . . . . . . . . . . . . . . . . . .           4,400                          404,800
     Watkins Johnson Company . . . . . . . . . . . . . . . . . . . . .           3,800                          166,250
                                                                                                           ------------
                                                                                                              1,137,050


  BANKS - (0.9%)
     Fifth Third Bancorp . . . . . . . . . . . . . . . . . . . . . . .           3,300                          241,725
                                                                                                           ------------


  BUSINESS SERVICES - (0.7%)
     National Data Corporation . . . . . . . . . . . . . . . . . . . .           7,100                          175,725
                                                                                                           ------------

  CHEMICALS - (4.5%)
     First Mississippi Corporation . . . . . . . . . . . . . . . . . .          10,400                          275,600
     IMC Fertilizer Group, Inc.. . . . . . . . . . . . . . . . . . . .          14,600                          596,775
     Praxair, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .           9,000                          302,625
                                                                                                           ------------
                                                                                                              1,175,000

  COMMERCIAL SERVICES - (0.7%)
     Measurex Corporation. . . . . . . . . . . . . . . . . . . . . . .           6,200                          175,150
                                                                                                           ------------

  COMMUNICATION EQUIPMENT - (0.6%)
     Andrew Corporation (a). . . . . . . . . . . . . . . . . . . . . .           4,000                          153,000
                                                                                                           ------------

  COMPUTER RELATED - (6.7%)
     3Com Corporation (a). . . . . . . . . . . . . . . . . . . . . . .           7,600                          354,350
     Cabletron Systems, Inc. (a) . . . . . . . . . . . . . . . . . . .           4,000                          324,000
     Cisco System, Inc. (a). . . . . . . . . . . . . . . . . . . . . .           6,800                          507,450
     Compaq Computer Corporation (a) . . . . . . . . . . . . . . . . .           3,200                          153,600
     First Data Corporation. . . . . . . . . . . . . . . . . . . . . .           2,500                          167,188
     HBO & Company . . . . . . . . . . . . . . . . . . . . . . . . . .           3,500                          268,187
                                                                                                           ------------
                                                                                                              1,774,775

  COMPUTER SERVICES - (1.6%)
     Computer Associates International, Inc. . . . . . . . . . . . . .           3,000                          170,625
     Informix Corporation. . . . . . . . . . . . . . . . . . . . . . .           8,000                          239,856
                                                                                                           ------------
                                                                                                                410,481

  CONSTRUCTION - (1.5%)
     Clayton Homes, Inc. . . . . . . . . . . . . . . . . . . . . . . .          18,000                          384,750
                                                                                                           ------------

  COSMETICS & TOILETRIES - (1.4%)
     Gillette Company. . . . . . . . . . . . . . . . . . . . . . . . .           6,900                          359,663
                                                                                                           ------------

  DRUGS - (8.1%)
     Amgen, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . . . .           6,800                          403,750
     Cardinal Health Inc.. . . . . . . . . . . . . . . . . . . . . . .           3,100                          169,725
     Genzyme Corporation (a) . . . . . . . . . . . . . . . . . . . . .           5,200                          324,350
</TABLE>
See notes to financial statements.

                                       111
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          MULTIPLE STRATEGIES PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

                          NAME OF ISSUER
                        AND TITLE OF ISSUE                                       SHARES                         VALUE
                        ------------------                                       ------                         -----
<S>                                                                              <C>                       <C>
COMMON STOCKS
  DRUGS - (CONTINUED)
     Merck & Company, Inc. . . . . . . . . . . . . . . . . . . . . . .           9,000                     $    591,750
     Pfizer, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . .           5,200                          327,600
     Schering Plough Corporation . . . . . . . . . . . . . . . . . . .           5,800                          317,550
                                                                                                           ------------
                                                                                                              2,134,725

  ELECTRONICS - (1.6%)
     ADC Telecommunications, Inc. (a). . . . . . . . . . . . . . . . .           4,300                          156,950
     Silicon Graphics, Inc.  . . . . . . . . . . . . . . . . . . . . .           4,000                          110,000
     Vishay Intertechnology, Inc.. . . . . . . . . . . . . . . . . . .           4,800                          151,200
                                                                                                           ------------
                                                                                                                418,150

  ENVIRONMENTAL - (2.7%)
     Thermo Electron Corporation (a) . . . . . . . . . . . . . . . . .          13,500                          702,000
                                                                                                           ------------

  FINANCIAL SERVICES - (4.5%)
     Countrywide Credit Industries, Inc. . . . . . . . . . . . . . . .           5,600                          121,800
     Finova Group, Inc.. . . . . . . . . . . . . . . . . . . . . . . .           4,700                          226,775
     Green Tree Financial, Inc.. . . . . . . . . . . . . . . . . . . .          20,000                          527,500
     Money Store, Inc. . . . . . . . . . . . . . . . . . . . . . . . .           6,500                          101,562
     Sunamerica, Inc.. . . . . . . . . . . . . . . . . . . . . . . . .           4,500                          213,750
                                                                                                           ------------
                                                                                                              1,191,387

  FOOD & BEVERAGES - (2.0%)
     Coca Cola Company . . . . . . . . . . . . . . . . . . . . . . . .           3,000                          222,750
     PepsiCo, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .           5,500                          307,312
                                                                                                           ------------
                                                                                                                530,062

  GAS & PIPELINE UTILITIES - (0.6%)
     Panhandle Eastern Corporation . . . . . . . . . . . . . . . . . .           6,000                          167,250
                                                                                                           ------------


  INSURANCE - (3.0%)
     20th Century Industries (a) . . . . . . . . . . . . . . . . . . .           4,800                           95,400
     American International Group, Inc.  . . . . . . . . . . . . . . .           3,950                          365,375
     Travelers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .           5,200                          326,950
                                                                                                           ------------
                                                                                                                787,725

  MACHINERY & EQUIPMENT - (5.3%)
     Bombardier, Inc.. . . . . . . . . . . . . . . . . . . . . . . . .          23,000                          303,186
     Dover Corporation . . . . . . . . . . . . . . . . . . . . . . . .           4,600                          169,625
     Duriron, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .           6,700                          156,612
     Gleason Corporation . . . . . . . . . . . . . . . . . . . . . . .           5,600                          182,000
     IDEX Corporation. . . . . . . . . . . . . . . . . . . . . . . . .           7,000                          285,250
     JLG Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .          10,400                          309,400
                                                                                                           ------------
                                                                                                              1,406,073

  MEDIA - (2.0%)
     Capital Cities ABC, Inc.. . . . . . . . . . . . . . . . . . . . .           4,300                          530,512
                                                                                                           ------------
</TABLE>


See notes to financial statements.


                                       112

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          MULTIPLE STRATEGIES PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

                         NAME OF ISSUER
                        AND TITLE OF ISSUE                                      SHARES                          VALUE
                        ------------------                                      -----                           ------
<S>                                                                             <C>             <C>       <C>
COMMON STOCKS
  MEDICAL SUPPLIES & SERVICES - (5.2%)
     Healthcare Compare Corporation (a). . . . . . . . . . . . . . . .           6,200                     $    269,700
     Johnson & Johnson . . . . . . . . . . . . . . . . . . . . . . . .           2,500                          214,062
     Medtronic, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .          12,600                          704,025
     Stryker Corporation . . . . . . . . . . . . . . . . . . . . . . .           3,700                          194,250
                                                                                                           ------------
                                                                                                              1,382,037


  OIL & GAS - (0.4%)
     Occidental Petroleum Corporation. . . . . . . . . . . . . . . . .           5,300                          113,288
                                                                                                           ------------
  PACKAGING - (0.8%)
     Sealed Air Corporation (a). . . . . . . . . . . . . . . . . . . .           7,400                          208,125
                                                                                                           ------------

  PETROLEUM SERVICES - (1.1%)
     Halliburton Company . . . . . . . . . . . . . . . . . . . . . . .           5,800                          293,625
                                                                                                           ------------

  PRINTING & PUBLISHING - (0.8%)
     Omnicom Group . . . . . . . . . . . . . . . . . . . . . . . . . .           6,000                          223,500
                                                                                                           ------------
  RECREATION - (0.7%)
     Walt Disney Company . . . . . . . . . . . . . . . . . . . . . . .           2,900                          171,100
                                                                                                           ------------

  RETAIL GROCERY - (0.8%)
     Caseys General Stores, Inc. . . . . . . . . . . . . . . . . . . .           9,200                          201,250
                                                                                                             ------------
  RETAIL-SPECIALTY - (0.8%)
     CUC International, Inc. (a) . . . . . . . . . . . . . . . . . . .           6,100                          208,163
                                                                                                           ------------

  SEMICONDUCTORS - (1.0%)
     Intel Corporation . . . . . . . . . . . . . . . . . . . . . . . .           3,100                          175,925
     KLA Instruments (a) . . . . . . . . . . . . . . . . . . . . . . .           3,800                           99,038
                                                                                                           ------------
                                                                                                                274,963

  SOFTWARE - (2.0%)
     Microsoft Corporation (a) . . . . . . . . . . . . . . . . . . . .           2,800                          245,700
     Oracle System Corporation (a) . . . . . . . . . . . . . . . . . .           6,500                          275,438
                                                                                                           ------------
                                                                                                                521,138

  STEEL - (0.9%)
     Texas Industries, Inc.. . . . . . . . . . . . . . . . . . . . . .           4,300                          227,900
                                                                                                           ------------

  TELECOMMUNICATIONS - (1.8%)
     Sprint Corporation. . . . . . . . . . . . . . . . . . . . . . . .           8,000                          319,000
     Tellabs, Inc.(a). . . . . . . . . . . . . . . . . . . . . . . . .           4,000                          148,000
                                                                                                           ------------
                                                                                                                467,000

  TRANSPORTATION - (1.0%)
     Burlington Northern Santa Fe. . . . . . . . . . . . . . . . . . .           3,300                          257,400
                                                                                                           ------------
     TOTAL COMMON STOCKS - (COST $14,911,378)                                                   69.9%        18,404,692
                                                                                                           ------------
</TABLE>


See notes to financial statements.


                                       113
<PAGE>
                         VARIABLE INVESTORS SERIES TRUST
                          MULTIPLE STRATEGIES PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

              NAME OF ISSUER                           INTEREST      MATURITY         PRINCIPAL
            AND TITLE OF ISSUE                           RATE          DATE             AMOUNT                  VALUE
            ------------------                          ------         ----             ------                  -----
<S>                                                    <C>           <C>              <C>         <C>       <C>
CORPORATE BONDS
  INDUSTRIALS - (5.8%)
     BP America, Inc.. . . . . . . . . . . . . . . .    8.500%       04/15/2001         $250,000              $  280,027
     duPont (E.I.) deNemours . . . . . . . . . . . .    8.650%       12/01/1997          250,000                 263,383
     Mobil Corporation . . . . . . . . . . . . . . .    7.250%       03/27/2003        1,000,000                 991,250
                                                                                                              ----------

         TOTAL CORPORATE BONDS - (COST $1,502,259)                                                  5.8%       1,534,660
                                                                                                              ----------

GOVERNMENT AND AGENCY SECURITIES
  FEDERAL AGENCY - (1.6%)
     Government National Mortgage Association. . . .    6.000%       11/15/2008          146,267                 145,216
     Government National Mortgage Association. . . .    6.500%       10/15/2008          146,609                 147,937
     Government National Mortgage Association. . . .    7.000%       10/15/2008          137,905                 141,093
                                                                                                              ----------
                                                                                                                 434,246

  U.S. GOVERNMENT SECURITIES - (10.2%)
     United States Treasury Note . . . . . . . . . .    5.375%       05/31/1998          500,000                 501,640
     United States Treasury Note . . . . . . . . . .    6.375%       08/15/2002          500,000                 524,295
     United States Treasury Note . . . . . . . . . .    7.500%       01/31/1997          500,000                 511,795
     United States Treasury Bond . . . . . . . . . .    7.250%       08/15/2022        1,000,000               1,156,560
                                                                                                              ----------
                                                                                                               2,694,290
                                                                                                              ----------
TOTAL GOVERNMENT AND AGENCY
      SECURITIES - (Cost $2,952,975)                                                               11.8%       3,128,536
                                                                                                              ----------

<CAPTION>

                                                                                      MATURITY
                                                                                       AMOUNT
                                                                                       ------
<S>                                                                                  <C>       
SHORT TERM INVESTMENT
  Repurchase Agreement - (12.9%)
     State Street Bank and Trust Company (b) . . . .    4.250%       01/02/1996      $ 3,417,613               3,416,000
                                                                                                              ----------

           TOTAL SHORT TERM INVESTMENT -(COST $3,416,000)                                          12.9%       3,416,000
                                                                                                              ----------
TOTAL INVESTMENTS - (Cost  $22,782,612)                                                           100.4%      26,483,888

OTHER ASSETS LESS LIABILITIES -                                                                    (0.4)%       (104,180)
                                                                                                  ------      ----------
NET ASSETS -                                                                                      100.0%    $ 26,379,708
                                                                                                  ------      ----------
                                                                                                  ------      ----------
</TABLE>


(a)  Non-income producing security.

(b)  The repurchase agreement, dated 12/29/95, is fully collateralized by a
     United States Treasury Bond, 10.75%, 8/15/05, with a value of $3,486,659.

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.


See notes to financial statements.

                                       114

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             TILT UTILITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>

          NAME OF ISSUER
        AND TITLE OF ISSUE                                                SHARES              VALUE
        ------------------                                                ------              -----
<S>                                                                       <C>      <C>    <C>
COMMON STOCKS
  ELECTRIC UTILITIES - (37.8%)
     American Electric Power, Inc. . . . . . . . . . . . . . . . . .       7,900          $   319,950
     Atlantic Energy, Inc. . . . . . . . . . . . . . . . . . . . . .      31,300              602,525
     Boston Edison Company . . . . . . . . . . . . . . . . . . . . .         900               26,550
     Central & South West Corporation. . . . . . . . . . . . . . . .      24,900              694,087
     Consolidated Edison Company . . . . . . . . . . . . . . . . . .      22,600              723,200
     Delmarva Power & Light Company. . . . . . . . . . . . . . . . .      28,600              650,650
     DQE, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .      16,100              495,075
     Entergy Corporation . . . . . . . . . . . . . . . . . . . . . .      17,200              503,100
     LG & E Energy Corporation . . . . . . . . . . . . . . . . . . .       5,100              215,475
     Long Island Lighting Company. . . . . . . . . . . . . . . . . .      25,700              420,837
     Northeast Utilities . . . . . . . . . . . . . . . . . . . . . .      10,300              251,062
     Ohio Edison Company . . . . . . . . . . . . . . . . . . . . . .      30,700              721,450
     Portland General Corporation. . . . . . . . . . . . . . . . . .       2,700               78,638
     Rochester Gas & Electric Corporation. . . . . . . . . . . . . .       6,100              138,013
     San Diego Gas & Electric Company. . . . . . . . . . . . . . . .       7,300              173,375
     Unicom Corporation. . . . . . . . . . . . . . . . . . . . . . .       1,100               36,025
                                                                                           ----------
                                                                                            6,050,012

  GAS & PIPELINE UTILITIES - (7.5%)
     Consolidated Natural Gas Company. . . . . . . . . . . . . . . .       2,900              131,588
     Pacific Enterprises . . . . . . . . . . . . . . . . . . . . . .      24,400              689,300
     Panhandle Eastern Corporation . . . . . . . . . . . . . . . . .      13,600              379,100
                                                                                           ----------
                                                                                            1,199,988

  TELEPHONE - (53.1%)
     Alltel Corporation. . . . . . . . . . . . . . . . . . . . . . .      20,400              601,800
     Ameritech Corporation . . . . . . . . . . . . . . . . . . . . .      13,300              784,700
     AT&T Corporation. . . . . . . . . . . . . . . . . . . . . . . .       9,500              615,125
     Bell Atlantic Corporation . . . . . . . . . . . . . . . . . . .      10,500              702,187
     Bellsouth Corporation . . . . . . . . . . . . . . . . . . . . .      17,400              756,900
     Century Telephone Enterprises, Inc. . . . . . . . . . . . . . .      20,700              657,225
     Frontier Corporation. . . . . . . . . . . . . . . . . . . . . .      17,700              531,000
     GTE Corporation . . . . . . . . . . . . . . . . . . . . . . . .      16,900              743,600
     NYNEX Corporation . . . . . . . . . . . . . . . . . . . . . . .      13,700              739,800
     Pacific Telesis Group . . . . . . . . . . . . . . . . . . . . .      22,600              759,925
     SBC Communications, Inc.. . . . . . . . . . . . . . . . . . . .      12,600              724,500
     Southern N E Telecommunications Corporation . . . . . . . . . .       6,900              274,275
     Sprint Corporation. . . . . . . . . . . . . . . . . . . . . . .      15,700              626,038
                                                                                           ----------
                                                                                            8,517,075
                                                                                           ----------

        TOTAL COMMON STOCKS - (COST $12,953,973)                                   98.4%   15,767,075
                                                                                           ----------
</TABLE>


See notes to financial statements.


                                       115
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             TILT UTILITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

           NAME OF ISSUER                            INTEREST
         AND TITLE OF ISSUE                            RATE               SHARES                  VALUE  
         ------------------                          --------             ------                  -----
<S>                                                  <C>                 <C>       <C>       <C>
MUTUAL FUNDS - (1.2%)
   Dreyfus Cash Management Plus (a). . . . . . . .     5.694%            190,764             $    190,764
                                                                                             ------------

      TOTAL MUTUAL FUNDS - (COST $190,764)                                            1.2%        190,764
                                                                                             ------------

TOTAL INVESTMENTS - (COST  $13,144,737)                                              99.6%     15,957,839
OTHER ASSETS LESS LIABILITIES -                                                       0.4%         60,471
                                                                                   ------    ------------
NET ASSETS -                                                                        100.0%   $ 16,018,310
                                                                                   ------    ------------
                                                                                   ------    ------------
</TABLE>

(a)  Interest rate shown is the 7 day yield as of December 31, 1995.

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.


See notes to financial statements.


                                       116
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                         U.S. GOVERNMENT BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>

       NAME OF ISSUER                                 INTEREST    MATURITY       PRINCIPAL
     AND TITLE OF ISSUE                                 RATE        DATE          AMOUNT                   VALUE
     ------------------                                 ----        ----          ------                   -----
<S>                                                   <C>        <C>            <C>             <C>    <C>
GOVERNMENT AND AGENCY SECURITIES
  FEDERAL AGENCY - (2.4%)
     Tennessee Valley Authority. . . . . . . . . .     6.375%    06/15/2005     $  270,000             $    278,978
                                                                                                       ------------

  MORTGAGE BACKED SECURITIES - (23.4%)
     Federal Home Loan Mortgage Corporation. . . .     8.500%    01/01/2003        267,104                  275,016
     Federal Home Loan Mortgage Corporation. . . .     9.000%    06/01/2016        382,851                  403,669
     Federal National Mortgage Association . . . .     6.500%    09/01/2008        254,290                  255,338
     Federal National Mortgage Association . . . .    10.000%    04/01/2020        154,384                  169,726
     Federal National Mortgage Association . . . .    12.500%    05/01/2015        691,455                  800,455
     Government National Mortgage Association. . .     7.500%    04/15/2024        279,998                  288,223
     Government National Mortgage Association. . .     9.000%    01/15/2008        491,481                  521,564
                                                                                                       ------------
                                                                                                          2,713,991

  U.S. GOVERNMENT SECURITIES - (45.5%)
     United States Treasury Note . . . . . . . . .     5.875%    11/15/2005        330,000                  337,528
     United States Treasury Note . . . . . . . . .     6.125%    05/31/1997        880,000                  891,274
     United States Treasury Note . . . . . . . . .     6.500%    08/15/1997        525,000                  535,663
     United States Treasury Note . . . . . . . . .     6.500%    04/30/1999        450,000                  466,594
     United States Treasury Note . . . . . . . . .     6.500%    08/15/2005        365,000                  388,953
     United States Treasury Note . . . . . . . . .     6.875%    07/31/1999        455,000                  477,750
     United States Treasury Note . . . . . . . . .     7.500%    05/15/2002        120,000                  133,200
     United States Treasury Note . . . . . . . . .     7.875%    08/15/2001      1,000,000                1,118,436
     United States Treasury Bond . . . . . . . . .     6.250%    08/15/2023        670,000                  688,844
     United States Treasury Bond . . . . . . . . .     7.500%    11/15/2024        115,000                  138,179
     United States Treasury Bond . . . . . . . . .     7.625%    02/15/2025         90,000                  109,997
                                                                                                       ------------
                                                                                                          5,286,418
                                                                                                       ------------

        TOTAL GOVERNMENT AND AGENCY
         SECURITIES - (COST $7,930,234)                                                         71.3%     8,279,387
                                                                                                       ------------

CORPORATE BONDS
  BROADCASTING - (2.2%)
     Viacom, Inc.. . . . . . . . . . . . . . . . .     7.625%    01/15/2016        255,000                  257,436
                                                                                                       ------------

  FOOD & BEVERAGES - (2.5%)
     Coca Cola Enterprises, Inc. (a) . . . . . . .     6.785%    06/20/2020      1,505,000                  295,284
                                                                                                       ------------

  PRINTING & PUBLISHING - (2.9%)
     News America Holdings, Inc. . . . . . . . . .     7.750%    02/01/2024        320,000                  334,464
                                                                                                       ------------

  TELECOMMUNICATIONS - (5.6%)
     Bellsouth Telecommunications (a). . . . . . .     6.730%    12/15/2095        700,000                  185,578
     Tele Communications, Inc. . . . . . . . . . .     9.800%    02/01/2012        385,000                  460,068
                                                                                                       ------------
                                                                                                            645,646
                                                                                                       ------------

        TOTAL CORPORATE BONDS - (COST $1,430,664)                                               13.2%     1,532,830
                                                                                                       ------------
</TABLE>


See notes to financial statements.


                                       117
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                         U.S. GOVERNMENT BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

       NAME OF ISSUER                                 INTEREST    MATURITY       PRINCIPAL
     AND TITLE OF ISSUE                                 RATE        DATE          AMOUNT                   VALUE
     ------------------                                 ----        ----          ------                   -----
<S>                                                   <C>        <C>            <C>           <C>      <C>
OTHER MORTGAGES
  COLLATERALIZED MORTGAGE OBLIGATIONS - (3.3%)
     Community Program Loan Trust 1987 A . . . . .     4.500%    10/01/2018     $  425,000             $    380,884
                                                                                                       ------------

  FEDERAL HOUSING AUTHORITY - (6.2%)
     FHA Project Loan. . . . . . . . . . . . . . .     3.025%    11/01/2006        490,573                  440,603
     FHA Project Loan. . . . . . . . . . . . . . .     7.500%    11/15/2030        275,000                  279,469
                                                                                                       ------------
                                                                                                            720,072
                                                                                                       ------------

        TOTAL OTHER MORTGAGES - (COST $1,033,568)                                                9.5%     1,100,956
                                                                                                       ------------

                                                                                  MATURITY
                                                                                   AMOUNT 
                                                                                   ------

SHORT TERM INVESTMENT
  REPURCHASE AGREEMENT (b) - (5.0%)
     State Street Bank and Trust Company . . . . .     2.250%    01/02/1996     $  584,146                  584,000
                                                                                                       ------------

        TOTAL SHORT TERM INVESTMENT - (COST $584,000)                                            5.0%       584,000
                                                                                                       ------------

TOTAL INVESTMENTS - (COST  $10,978,466)                                                         99.0%    11,497,173
OTHER ASSETS LESS LIABILITIES -                                                                  1.0%       120,882
                                                                                              ------   ------------
NET ASSETS -                                                                                   100.0%  $ 11,618,055
                                                                                              ------   ------------
                                                                                              ------   ------------
</TABLE>


(a)  Zero coupon bond.  Interest rate shown represents yield to maturity.

(b)  The repurchase agreement, dated 12/29/95, is fully collateralized by a
     United States Treasury Bond, 10.75%, 8/15/05, with a value of $599,931.

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.


See notes to financial statements.


                                       118
 


<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             WORLD EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                      SHARES          VALUE
        ------------------                                      ------          -----
<S>                                                             <C>            <C>
COMMON STOCKS
 AUSTRALIA - (3.4%)
  Broken Hill Proprietary Company. . . . . . . . . . . . . .    19,795         $279,549
  CRA Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .     2,400           35,213
  Memtec Ltd.. . . . . . . . . . . . . . . . . . . . . . . .    70,349          112,420
  National Australia Bank. . . . . . . . . . . . . . . . . .    11,754          105,711
  WMC Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .    15,000           96,328
                                                                               --------
                                                                                629,221
 BELGIUM - (1.3%)
  Bekaert SA . . . . . . . . . . . . . . . . . . . . . . . .       295          243,077
                                                                               --------

 CANADA - (3.9%)
  Brascan Ltd. . . . . . . . . . . . . . . . . . . . . . . .     4,000           70,304
  Hudsons Bay Company. . . . . . . . . . . . . . . . . . . .     2,555           36,721
  Loewen Group,  Inc.. . . . . . . . . . . . . . . . . . . .     3,500           88,109
  Potash Corporation Saskatchewan, Inc.. . . . . . . . . . .     3,520          249,403
  Quebecor . . . . . . . . . . . . . . . . . . . . . . . . .    17,839          266,181
                                                                               --------
                                                                                710,718
 FRANCE - (1.7%)
  Accor. . . . . . . . . . . . . . . . . . . . . . . . . . .       154           19,938
  Carrefour. . . . . . . . . . . . . . . . . . . . . . . . .       100           60,670
  Credit Commerce France . . . . . . . . . . . . . . . . . .     2,543          129,772
  Peugeot SA . . . . . . . . . . . . . . . . . . . . . . . .       345           45,512
  Society Elf Aquitaine. . . . . . . . . . . . . . . . . . .       652           48,038
                                                                               --------
                                                                                303,930
 GERMANY - (0.5%)
  Bayer AG . . . . . . . . . . . . . . . . . . . . . . . . .       270           71,241
  Schering AG. . . . . . . . . . . . . . . . . . . . . . . .       350           23,186
                                                                               --------
                                                                                 94,427
 HONG KONG - (1.9%)
  HSBC Holdings. . . . . . . . . . . . . . . . . . . . . . .    18,000          272,357
  Sime Darby HK. . . . . . . . . . . . . . . . . . . . . . .    88,000           84,785
                                                                               --------
                                                                                357,142
 ITALY - (0.6%)
  Telecom Italia (a) . . . . . . . . . . . . . . . . . . . .    32,000           56,318
  Telecom Italia Mobilaire . . . . . . . . . . . . . . . . .    32,000           49,769
                                                                               --------
                                                                                106,087
 JAPAN - (31.3%)
  Advantest. . . . . . . . . . . . . . . . . . . . . . . . .     2,000          102,663
  Bridgestone Corporation. . . . . . . . . . . . . . . . . .    12,000          190,605
  Canon, Inc.. . . . . . . . . . . . . . . . . . . . . . . .    33,000          597,676
  Daifuku Company  . . . . . . . . . . . . . . . . . . . . .     3,000           42,421
  Fanuc. . . . . . . . . . . . . . . . . . . . . . . . . . .     2,000           86,586
  Fuji Coca Cola Bottling. . . . . . . . . . . . . . . . . .    15,000          162,712
  Fuji Photo Film Company. . . . . . . . . . . . . . . . . .    14,000          404,068
</TABLE>

See notes to financial statements.


                                       119

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                             WORLD EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                      SHARES          VALUE
        ------------------                                      ------          -----
<S>                                                             <C>          <C>
COMMON STOCKS
 JAPAN - (CONTINUED)
  Hitachi. . . . . . . . . . . . . . . . . . . . . . . . . .    11,000         $110,799
  Jusco Company. . . . . . . . . . . . . . . . . . . . . . .    10,000          260,533
  Kita Kyushu Coca . . . . . . . . . . . . . . . . . . . . .     5,000          111,864
  Mitsui Marine and Fire . . . . . . . . . . . . . . . . . .    48,000          342,160
  Mori Seiki Company . . . . . . . . . . . . . . . . . . . .     2,000           45,133
  NEC Corporation. . . . . . . . . . . . . . . . . . . . . .    18,000          219,661
  NGK Spark Plug Company . . . . . . . . . . . . . . . . . .    22,000          276,998
  Nichido Fire and Marine. . . . . . . . . . . . . . . . . .    64,000          514,479
  Nichiei Company. . . . . . . . . . . . . . . . . . . . . .     2,000          149,153
  Rohm Company . . . . . . . . . . . . . . . . . . . . . . .     3,000          169,395
  Sharp Corporation. . . . . . . . . . . . . . . . . . . . .    37,000          591,283
  Sodick Company (a) . . . . . . . . . . . . . . . . . . . .     5,000           46,973
  Sony Corporation . . . . . . . . . . . . . . . . . . . . .    10,200          611,506
  Sumitomo Marine and Fire . . . . . . . . . . . . . . . . .    65,000          533,850
  Toshiba Corporation. . . . . . . . . . . . . . . . . . . .    15,000          117,530
                                                                             ----------
                                                                              5,688,048
 MALAYSIA - (1.1%)
  Genting Berhad . . . . . . . . . . . . . . . . . . . . . .    12,000          100,169
  Sime Darby Berhad. . . . . . . . . . . . . . . . . . . . .    35,000           93,023
                                                                             ----------
                                                                                193,192
 NETHERLANDS - (0.5%)
  Akzo Nv. . . . . . . . . . . . . . . . . . . . . . . . . .       520           60,143
  Philips Electronic . . . . . . . . . . . . . . . . . . . .       950           34,337
                                                                             ----------
                                                                                 94,480
 SPAIN - (0.3%)
  Repsol SA. . . . . . . . . . . . . . . . . . . . . . . . .     1,470           48,172
                                                                             ----------

 SWEDEN - (3.2%)
  Asea AB. . . . . . . . . . . . . . . . . . . . . . . . . .     1,000           97,294
  Astra AB  Series A . . . . . . . . . . . . . . . . . . . .     1,500           59,867
  Astra AB  Series B . . . . . . . . . . . . . . . . . . . .     1,890           74,863
  Electrolux AB. . . . . . . . . . . . . . . . . . . . . . .     2,000           82,082
  Elekta . . . . . . . . . . . . . . . . . . . . . . . . . .     2,500          100,155
  Volvo AB . . . . . . . . . . . . . . . . . . . . . . . . .     8,100          165,911
                                                                              ---------
                                                                                580,172
 SWITZERLAND - (1.5%)
  Ciba Geigy AG. . . . . . . . . . . . . . . . . . . . . . .        80           70,394
  Nestle SA. . . . . . . . . . . . . . . . . . . . . . . . .       180          199,116
                                                                             ----------
                                                                                269,510
 UNITED KINGDOM - (2.8%)
  Antofagasta Holdings . . . . . . . . . . . . . . . . . . .    11,000           48,688
  Compass Group. . . . . . . . . . . . . . . . . . . . . . .     6,700           50,986
  Hanson . . . . . . . . . . . . . . . . . . . . . . . . . .     5,300           15,804
  Lloyds TSB Group . . . . . . . . . . . . . . . . . . . . .    21,902          112,760
  Pearson. . . . . . . . . . . . . . . . . . . . . . . . . .    11,000          106,515
</TABLE>

See notes to financial statements.

                                       120

<PAGE>


                        VARIABLE INVESTORS SERIES TRUST
                             WORLD EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                       SHARES         VALUE
        ------------------                                       ------         -----
<S>                                                             <C>         <C>
COMMON STOCKS
 UNITED KINGDOM - (CONTINUED)
  Severn Trent . . . . . . . . . . . . . . . . . . . . . . .     4,400      $   46,979
  Smithkline Beecham . . . . . . . . . . . . . . . . . . . .     8,663          95,523
  Williams Holdings. . . . . . . . . . . . . . . . . . . . .     5,900          30,009
                                                                            ----------
                                                                               507,264
 UNITED STATES - (36.9%)
  Agco Corporation . . . . . . . . . . . . . . . . . . . . .     4,500         229,500
  AHI Healthcare Systems, Inc. (a) . . . . . . . . . . . . .    17,500         100,625
  Apple South, Inc.. . . . . . . . . . . . . . . . . . . . .     8,000         172,000
  Applebees International, Inc.  . . . . . . . . . . . . . .     6,000         136,500
  Avant Corporation (a). . . . . . . . . . . . . . . . . . .     5,250         101,062
  Cidco, Inc. (a). . . . . . . . . . . . . . . . . . . . . .     4,500         114,750
  Devry, Inc., Delaware (a). . . . . . . . . . . . . . . . .     8,000         216,000
  Epic Design Technology, Inc. (a) . . . . . . . . . . . . .     8,000         168,000
  Expert Software, Inc. (a). . . . . . . . . . . . . . . . .     8,300         116,200
  Gilead Sciences, Inc. (a). . . . . . . . . . . . . . . . .     4,000         128,000
  Health Management Associates (a) . . . . . . . . . . . . .     9,000         235,125
  HFS, Inc. (a). . . . . . . . . . . . . . . . . . . . . . .     3,500         286,125
  Inso Corporation (a) . . . . . . . . . . . . . . . . . . .     5,400         229,500
  Mattson Technology, Inc. (a) . . . . . . . . . . . . . . .     8,000         120,000
  Medisense, Inc. (a). . . . . . . . . . . . . . . . . . . .     8,000         253,000
  Mercury Interactive Corporation (a). . . . . . . . . . . .     6,000         109,500
  Microchip Technology, Inc. (a) . . . . . . . . . . . . . .     5,500         200,750
  Netmanage, Inc. (a). . . . . . . . . . . . . . . . . . . .     7,000         162,750
  Newpark Resource, Inc. . . . . . . . . . . . . . . . . . .     6,300         140,175
  Office Max, Inc. . . . . . . . . . . . . . . . . . . . . .     9,450         211,444
  Outback Steakhouse, Inc. (a) . . . . . . . . . . . . . . .     5,000         179,375
  Project Software & Development, Inc. (a) . . . . . . . . .     9,000         313,875
  Pure Software, Inc. (a). . . . . . . . . . . . . . . . . .     7,000         225,750
  Railtex, Inc. (a). . . . . . . . . . . . . . . . . . . . .     5,600         117,600
  Seer Technologies, Inc. (a). . . . . . . . . . . . . . . .     7,500          93,750
  Staples, Inc. (a). . . . . . . . . . . . . . . . . . . . .     7,000         170,625
  Station Casinos, Inc. (a). . . . . . . . . . . . . . . . .    10,000         146,250
  Studio Plus Hotels, Inc. (a) . . . . . . . . . . . . . . .     6,000         154,500
  Swift Transportation, Inc. (a) . . . . . . . . . . . . . .    10,000         152,500
  Synopsys, Inc. (a) . . . . . . . . . . . . . . . . . . . .     8,000         304,000
  TCF Financial Corporation. . . . . . . . . . . . . . . . .     8,000         265,000
  Teradyne, Inc. (a) . . . . . . . . . . . . . . . . . . . .     6,000         150,000
  Thermedics, Inc. (a) . . . . . . . . . . . . . . . . . . .     8,000         222,000
  Verity,  Inc. (a). . . . . . . . . . . . . . . . . . . . .     8,000         354,000
  Wabash National Corporation. . . . . . . . . . . . . . . .     5,000         111,250
  Winstar Communications, Inc. (a) . . . . . . . . . . . . .    10,000         171,250
  Xilinx, Inc. (a) . . . . . . . . . . . . . . . . . . . . .     5,000         152,500
                                                                            ----------
                                                                             6,715,231
                                                                            ----------

 TOTAL COMMON STOCKS - (COST $13,277,647). . . . . . . . . .        90.9%   16,540,671
                                                                            ----------
</TABLE>

See notes to financial statements.

                                       121

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                             WORLD EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                            SHARES              VALUE
        ------------------                                            ------              -----
<S>                                       <C>        <C>          <C>          <C>    <C>
RIGHTS
 AUSTRALIA - (0.0%)
  CRA Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .            180           $     2,595
                                                                                      -----------

      TOTAL RIGHTS - (COST $0)                                                 0.0%         2,595
                                                                                      -----------
                                          INTEREST    MATURITY    PRINCIPAL
                                            RATE        DATE        AMOUNT
                                            ----        ----        ------

SHORT TERM INVESTMENT
 UNITED STATES - (8.3%)
  Federal Home Loan Mortgage Corporation. 5.750%     01/02/1996   $1,512,000             1,511,759
                                                                                      -----------

      TOTAL SHORT TERM INVESTMENT - (COST $1,511,759)                          8.3%     1,511,759
                                                                                      -----------


TOTAL INVESTMENTS - (COST  $14,789,406)                                  99.2%         18,055,025
OTHER ASSETS LESS LIABILITIES -                                           0.8%            135,707
                                                                       ------         -----------
NET ASSETS -                                                            100.0%        $18,190,732
                                                                       ------         -----------
                                                                       ------         -----------
</TABLE>


(a)  Non-income producing security.

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.

See notes to financial statements.

                                       122

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                             WORLD EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                      ANALYSIS OF INDUSTRY CLASSIFICATIONS
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                              PERCENT OF
INDUSTRY                                      NET ASSETS             VALUE
- --------                                      ----------             -----
<S>                                           <C>                 <C>
Agricultural Machinery . . . . . . . . .         1.3%             $   229,500
Appliances . . . . . . . . . . . . . . .         0.6                  116,419
Automobiles  . . . . . . . . . . . . . .         1.2                  211,423
Automotive . . . . . . . . . . . . . . .         0.4                   84,785
Banking  . . . . . . . . . . . . . . . .         2.8                  507,840
Broadcasting/Publishing  . . . . . . . .         2.0                  372,696
Business/Public  . . . . . . . . . . . .         0.2                   46,979
Chemicals  . . . . . . . . . . . . . . .         3.3                  605,846
Commercial Services  . . . . . . . . . .         1.7                  304,109
Computer Services  . . . . . . . . . . .         2.5                  455,062
Conglomerates  . . . . . . . . . . . . .         1.0                  179,130
Construction Materials . . . . . . . . .         0.2                   30,009
Drugs & Health Care  . . . . . . . . . .         4.6                  835,220
Ecological Services & Equipment  . . . .         0.8                  140,175
Electrical Equipment . . . . . . . . . .         0.6                  114,750
Electric Utilities . . . . . . . . . . .         0.5                   97,294
Electronics  . . . . . . . . . . . . . .        15.8                2,854,674
Energy Sources . . . . . . . . . . . . .         2.1                  375,759
Entertainment  . . . . . . . . . . . . .         0.8                  146,250
Fertilizer . . . . . . . . . . . . . . .         1.4                  249,403
Financial Services . . . . . . . . . . .        11.3                2,038,670
Food & Beverages . . . . . . . . . . . .         1.1                  199,116
Gold Mining  . . . . . . . . . . . . . .         0.2                   48,688
Hospital Management  . . . . . . . . . .         1.3                  235,125
Hotels & Restaurants . . . . . . . . . .         2.5                  460,563
Industrial Components  . . . . . . . . .         3.9                  710,680
Insurance  . . . . . . . . . . . . . . .         5.8                1,048,329
Insurance Contracts  . . . . . . . . . .         1.9                  342,160
Leisure/Tourism  . . . . . . . . . . . .         0.5                  100,169
Machinery & Equipment  . . . . . . . . .         0.7                  134,528
Machinery Engineering  . . . . . . . . .         0.6                  112,420
Merchandising  . . . . . . . . . . . . .         4.1                  739,992
Metals . . . . . . . . . . . . . . . . .         0.7                  134,137
Office Equipment . . . . . . . . . . . .         3.3                  597,676
Packaging  . . . . . . . . . . . . . . .         1.5                  274,576
Restaurants  . . . . . . . . . . . . . .         3.0                  538,861
Software . . . . . . . . . . . . . . . .         9.5                1,723,325
Telecommunications . . . . . . . . . . .         1.5                  277,337
Transportation . . . . . . . . . . . . .         1.2                  228,850
Trucking & Freight Forwarding  . . . . .         0.8                  152,500
                                               -----              -----------
    TOTAL  . . . . . . . . . . . . . . .        99.2%             $18,055,025
                                               -----              -----------
                                                                  -----------
</TABLE>

See notes to financial statements.

                                       123

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                               SMALL CAP PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                       SHARES           VALUE
        ------------------                                       ------           -----
<S>                                                              <C>           <C>
COMMON STOCKS
 AIR TRANSPORTATION - (0.8%)
  Atlas Air, Inc. (a). . . . . . . . . . . . . . . . . . . .     1,800         $30,150
                                                                               -------

 APPAREL - (4.3%)
  Nautica Enterprises, Inc. (a). . . . . . . . . . . . . . .     1,200          52,500
  St. John Knits, Inc. . . . . . . . . . . . . . . . . . . .       900          47,813
  Tommy Hilfiger Corporation (a) . . . . . . . . . . . . . .     1,500          63,562
                                                                               -------
                                                                               163,875
  Auto Finance - (0.6%)
  Oxford Resources Corporation (a) . . . . . . . . . . . . .     1,100          24,750
                                                                               -------

 AUTOMATED DATA COLLECTION - (1.4%)
  Zebra Technologies Corporation (a) . . . . . . . . . . . .     1,600          54,400
                                                                               -------

 BIOTECHNOLOGY - (1.2%)
  Idexx Labs, Inc. (a) . . . . . . . . . . . . . . . . . . .     1,000          47,000
                                                                               -------

 CLIENT-SERVER SOFTWARE - (2.8%)
  Hyperion Software Corporation (a). . . . . . . . . . . . .     1,600          34,000
  Project Software & Development, Inc. (a) . . . . . . . . .     1,100          38,362
  Remedy Corporation (a) . . . . . . . . . . . . . . . . . .       600          35,550
                                                                               -------
                                                                               107,912

 COMMERCIAL SERVICES - (2.5%)
  Acxiom Corporation (a) . . . . . . . . . . . . . . . . . .     1,500          41,063
  Gartner Group, Inc. (a). . . . . . . . . . . . . . . . . .     1,100          52,662
                                                                               -------
                                                                                93,725

 COMMUNICATION SERVICES - (2.1%)
  Clear Channel Communications (a) . . . . . . . . . . . . .     1,200          52,950
  LCI International, Inc. (a). . . . . . . . . . . . . . . .     1,300          26,650
                                                                               -------
                                                                                79,600

 COMPONENTS - (1.1%)
  Kemet Corporation (a). . . . . . . . . . . . . . . . . . .     1,700          40,588
                                                                               -------

 CONNECTORS - (0.7%)
  Cable Design Technologies Corporation (a). . . . . . . . .       600          26,400
                                                                               -------

 CONSUMER PRODUCTS - (0.5%)
  Cidco, Inc. (a). . . . . . . . . . . . . . . . . . . . . .       700          17,850
                                                                               -------

 CONSUMER SOFTWARE - (0.6%)
  Davidson & Associates, Inc. (a). . . . . . . . . . . . . .     1,100          24,200
                                                                               -------

 CONTRACT MANUFACTURING - (1.1%)
  Sanmina Corporation (a). . . . . . . . . . . . . . . . . .       800          41,500
                                                                               -------
</TABLE>

See notes to financial statements.

                                       124

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                               SMALL CAP PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

          NAME OF ISSUER
        AND TITLE OF ISSUE                                      SHARES          VALUE
        ------------------                                      ------          -----
<S>                                                             <C>          <C>
COMMON STOCKS
 CORRECTIONAL SERVICES - (2.3%)
  Corrections Corporation of America (a) . . . . . . . . . .     2,400       $  89,100
                                                                             ---------

 DATACOMMUNICATIONS - (1.4%)
  Global Village Communications (a). . . . . . . . . . . . .     1,300          25,188
  Microcom, Inc. (a) . . . . . . . . . . . . . . . . . . . .     1,100          28,600
                                                                             ---------
                                                                                53,788
 DESIGN-MANUFACTURING AUTOMATION - (2.9%)
  Cognex Corporation (a) . . . . . . . . . . . . . . . . . .     2,200          76,450
  Epic Design Technology, Inc. (a) . . . . . . . . . . . . .     1,600          33,600
                                                                             ---------
                                                                               110,050

 DISTRIBUTED SYSTEM-HARDWARE & PERIPHERALS - (1.0%)
  Stormedia, Inc. (a). . . . . . . . . . . . . . . . . . . .     1,000          36,500
                                                                             ---------

 EMPLOYMENT SERVICE - (2.2%)
  Accustaff, Inc. (a). . . . . . . . . . . . . . . . . . . .     1,400          61,600
  Alternative Resources Corporation (a). . . . . . . . . . .       700          21,175
                                                                             ---------
                                                                                82,775

 ENVIRONMENTAL SERVICES - (2.8%)
  Tetra Tech, Inc. (a) . . . . . . . . . . . . . . . . . . .     1,900          43,225
  United Waste Systems, Inc. (a) . . . . . . . . . . . . . .     1,700          63,325
                                                                             ---------
                                                                               106,550

 GRAPHIC-IMAGE PROCESSING - (1.8%)
  Electronics For Imaging, Inc. (a). . . . . . . . . . . . .     1,600          70,000
                                                                             ---------

 HEALTH CARE-MANAGEMENT SERVICES - (1.3%)
  Quintiles Transnational Corporation (a). . . . . . . . . .     1,200          49,200
                                                                             ---------

 INFORMATION SYSTEMS - (0.8%)
  Medic Computer Systems, Inc. (a) . . . . . . . . . . . . .       500          30,250
                                                                             ---------

 LEISURE - (1.5%)
  Regal Cinemas, Inc. (a). . . . . . . . . . . . . . . . . .     1,950          58,013
                                                                             ---------

 MISCELLANEOUS - (0.6%)
  Amresco Inc. . . . . . . . . . . . . . . . . . . . . . . .     1,800          22,950
                                                                             ---------

 NETWORKING - (2.8%)
  Alantec Corporation (a). . . . . . . . . . . . . . . . . .       800          46,600
  Optical Data Systems, Inc. (a) . . . . . . . . . . . . . .       600          15,150
  Shiva Corporation (a). . . . . . . . . . . . . . . . . . .       500          36,375
  Transaction Systems Architects Inc. (a). . . . . . . . . .       300           9,637
                                                                             ---------
                                                                               107,762
</TABLE>


See notes to financial statements.

                                       125

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                               SMALL CAP PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                       SHARES        VALUE
        ------------------                                       ------        -----
<S>                                                              <C>         <C>
COMMON STOCKS
 NETWORKING SOFTWARE - (2.3%)
  McAfee Associates, Inc. (a). . . . . . . . . . . . . . . .     1,350       $  59,231
  Netmanage, Inc. (a). . . . . . . . . . . . . . . . . . . .     1,200          27,900
                                                                             ---------
                                                                                87,131
 NON-DURABLES - (1.2%)
  Blyth Industries, Inc. (a) . . . . . . . . . . . . . . . .     1,600          47,200
                                                                             ---------

 PHARMACEUTICAL SERVICES - (2.1%)
  Express Scripts, Inc. (a). . . . . . . . . . . . . . . . .       600          30,600
  Omnicare, Inc. . . . . . . . . . . . . . . . . . . . . . .     1,100          49,225
                                                                             ---------
                                                                                79,825
 PHYSICIAN PRACTICE MANAGEMENT - (4.0%)
  Compdent Corporation (a) . . . . . . . . . . . . . . . . .       700          29,050
  Medpartners/Mullikin Inc. (a). . . . . . . . . . . . . . .     1,000          33,000
  Phycor, Inc. (a) . . . . . . . . . . . . . . . . . . . . .     1,000          50,562
  Physician Reliance Network, Inc. (a) . . . . . . . . . . .     1,000          39,750
                                                                             ---------
                                                                               152,362
 RESTAURANTS - (1.8%)
  Boston Chicken, Inc. (a) . . . . . . . . . . . . . . . . .     1,400          44,975
  Papa Johns International, Inc. (a) . . . . . . . . . . . .       600          24,713
                                                                             ---------
                                                                                69,688
 RETAIL-AUTOMOTIVE RELATED - (1.1%)
  Discount Auto Parts, Inc. (a). . . . . . . . . . . . . . .     1,300          40,463
                                                                             ---------

 RETAIL-CATALOG - (0.8%)
  CDW Computer Centers, Inc. (a) . . . . . . . . . . . . . .       800          32,400
                                                                             ---------

 RETAIL-OFFICE PRODUCTS - (1.8%)
  Corporate Express, Inc. (a). . . . . . . . . . . . . . . .     1,200          36,150
  U S Office Products Company (a). . . . . . . . . . . . . .     1,500          34,125
                                                                             ---------
                                                                                70,275
 RETAIL-SPECIALTY - (1.4%)
  MSC Industrial Direct Inc. (a) . . . . . . . . . . . . . .       700          19,250
  Sunglass Hut International, Inc. . . . . . . . . . . . . .     1,400          33,250
                                                                             ---------
                                                                                52,500
 SEMICONDUCTOR EQUIPMENT - (5.6%)
  Credence Systems Corporation (a) . . . . . . . . . . . . .     1,100          25,162
  Electroglas, Inc. (a). . . . . . . . . . . . . . . . . . .     2,000          49,000
  FSI International, Inc. (a). . . . . . . . . . . . . . . .     1,500          30,375
  GaSonics International Corporation (a) . . . . . . . . . .     1,450          19,575
  Helix Technology Corporation (a) . . . . . . . . . . . . .       900          35,550
  Integrated Process Equipment Corporation (a) . . . . . . .       800          18,800
  Ultratech Stepper, Inc. (a). . . . . . . . . . . . . . . .     1,300          33,475
                                                                             ---------
                                                                               211,937
</TABLE>

See notes to financial statements.

                                       126

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                               SMALL CAP PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>
          NAME OF ISSUER
        AND TITLE OF ISSUE                                      SHARES            VALUE
        ------------------                                      ------            -----
<S>                                                             <C>     <C>     <C>
COMMON STOCKS
 SEMICONDUCTOR MANUFACTURING - (3.2%)
  Actel Corporation (a). . . . . . . . . . . . . . . . . . .     2,100          $  22,575
  Burr Brown (a) . . . . . . . . . . . . . . . . . . . . . .     1,000             25,500
  DSP Communications, Inc. (a) . . . . . . . . . . . . . . .       900             39,262
  S3, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . .     2,000             35,250
                                                                                ---------
                                                                                  122,587
 SERVICE-EQUIPMENT - (1.1%)
  Input/Output, Inc. (a) . . . . . . . . . . . . . . . . . .       700             40,425
                                                                                ---------

 SOFTWARE-GENERAL - (1.6%)
  Inso Corporation (a) . . . . . . . . . . . . . . . . . . .       700             29,750
  Rational Software Corporation (a). . . . . . . . . . . . .     1,400             31,325
                                                                                ---------
                                                                                   61,075
 SUPPLIES - (3.3%)
  Gulf South Medical Supply, Inc.. . . . . . . . . . . . . .     1,400             42,350
  Physician Sales & Service, Inc. (a). . . . . . . . . . . .     2,900             82,650
                                                                                ---------
                                                                                  125,000
 SURFACE TRANSPORTATION - (2.1%)
  Fritz Company, Inc. (a). . . . . . . . . . . . . . . . . .     1,100             45,650
  Wisconsin Central Transport Corporation (a). . . . . . . .       500             32,875
                                                                                ---------
                                                                                   78,525
 SYSTEMS INTEGRATED VALUE ADDED RESELLERS - (1.5%)
  Cambridge Technology Partners (a). . . . . . . . . . . . .     1,000             57,500
                                                                                ---------

 TELECOMMUNICATION EQUIPMENT - (2.1%)
  Allen Group, Inc.. . . . . . . . . . . . . . . . . . . . .     1,200             26,850
  Coherent Communications System Corporation (a) . . . . . .     1,500             28,875
  Tel Corporation (a). . . . . . . . . . . . . . . . . . . .     1,400             25,900
                                                                                ---------
                                                                                   81,625
 TRANSACTION PROCESSING - (0.5%)
  National Data Corporation. . . . . . . . . . . . . . . . .       800             19,800
                                                                                ---------

 VOICE-CALL TRANSACTION PROCESSING - (2.1%)
  Aspect Telecommunications Corporation (a). . . . . . . . .     1,500             50,250
  Comverse Technology, Inc. (a). . . . . . . . . . . . . . .     1,400             28,000
                                                                                ---------
                                                                                   78,250
                                                                                ---------

     TOTAL COMMON STOCKS - (COST $2,662,571)                            80.7%   3,077,456
                                                                                ---------
</TABLE>

See notes to financial statements.

                                       127

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                               SMALL CAP PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

          NAME OF ISSUER                     INTEREST       MATURITY       MATURITY
        AND TITLE OF ISSUE                     RATE           DATE          AMOUNT               VALUE
        ------------------                   --------       --------       --------              -----
<S>                                          <C>           <C>           <C>         <C>      <C>
SHORT TERM INVESTMENT
 Repurchase Agreement - (13.8%)
   State Street Bank and Trust Company (b)   2.250%        01/02/1996    $   527,132          $  527,000
                                                                                              ----------

      TOTAL SHORT TERM INVESTMENT - (COST $527,000)                                    13.8%     527,000
                                                                                              ----------


TOTAL INVESTMENTS - (COST  $3,189,571)                                                 94.5%   3,604,456
OTHER ASSETS LESS LIABILITIES -                                                         5.5%     208,646
                                                                                     ------   ----------
NET ASSETS -                                                                          100.0%  $3,813,102
                                                                                     ------   ----------
                                                                                     ------   ----------
</TABLE>




(a)  Non-income producing security.


(b)  The repurchase agreement, dated 12/29/95, is fully collateralized by a
     United States Treasury Bond, 10.75%, 8/15/05, with a value of $543,467.

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.

See notes to financial statements.

                                       128

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                           GROWTH AND INCOME PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
<TABLE>
<CAPTION>

          NAME OF ISSUER
        AND TITLE OF ISSUE                                       SHARES        VALUE
        ------------------                                       ------        -----
<S>                                                              <C>         <C>
COMMON STOCKS
 AEROSPACE - (5.8%)
  GRC International, Inc. (a). . . . . . . . . . . . . . . .     5,000       $ 191,875
                                                                              ---------

 APPAREL & TEXTILES - (0.9%)
  Intimate Brands, Inc.  . . . . . . . . . . . . . . . . . .     2,000          30,000
                                                                              --------

 BANKS AND SAVINGS & LOANS - (8.4%)
  Ahmanson H F and Company . . . . . . . . . . . . . . . . .       500          13,250
  Bankamerica Corporation. . . . . . . . . . . . . . . . . .     1,300          84,175
  Crestar Financial Corporation. . . . . . . . . . . . . . .     1,000          59,125
  First Interstate Bancorp . . . . . . . . . . . . . . . . .       800         109,200
  Great Western Financial Corporation. . . . . . . . . . . .       500          12,750
                                                                              --------
                                                                               278,500
 COMMUNICATIONS & MEDIA - (3.4%)
  Comcast Corporation. . . . . . . . . . . . . . . . . . . .     3,000          54,562
  Tele Communications, Inc.. . . . . . . . . . . . . . . . .     3,000          59,625
                                                                              --------
                                                                               114,187
 COMPUTERS & BUSINESS EQUIPMENT - (0.8%)
  International Business Machines Corporation. . . . . . . .       300          27,525
                                                                              --------

 DRUGS & HEALTH CARE - (0.5%)
  Acuson (a) . . . . . . . . . . . . . . . . . . . . . . . .     1,300          16,088
                                                                              --------

 ELECTRONICS - (7.7%)
  Honeywell, Inc.  . . . . . . . . . . . . . . . . . . . . .     1,500          72,937
  Micron Technology, Inc.  . . . . . . . . . . . . . . . . .     1,500          59,438
  Motorola, Inc. . . . . . . . . . . . . . . . . . . . . . .     1,300          74,100
  Texas Instruments, Inc.. . . . . . . . . . . . . . . . . .     1,000          51,750
                                                                              --------
                                                                               258,225
 ENGINEERING & CONSTRUCTION - (2.3%)
  Stone & Webster, Inc.. . . . . . . . . . . . . . . . . . .     2,100          75,337
                                                                              --------

 HEALTHCARE - (3.2%)
  Foxmeyer Health Corporation. . . . . . . . . . . . . . . .     4,000         107,000
                                                                              --------

 HOUSEHOLD APPLIANCES & HOME FURNISHINGS - (0.0%)
  Beneficial Franklin Retail Store (a) . . . . . . . . . . .       333             916
                                                                              --------

 INDUSTRIAL MANUFACTURING & PROCESSING - (2.4%)
  Corning, Inc.. . . . . . . . . . . . . . . . . . . . . . .     2,500          80,000
                                                                              --------

 INSURANCE - (1.8%)
  USF & G Corporation. . . . . . . . . . . . . . . . . . . .     3,500          59,063
                                                                              --------

 LEISURE & ENTERTAINMENT - (1.5%)
  Acclaim Entertainment, Inc. (a). . . . . . . . . . . . . .     4,000          49,500
                                                                              --------
</TABLE>

See notes to financial statements.

                                       129

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                           GROWTH AND INCOME PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

          NAME OF ISSUER
        AND TITLE OF ISSUE                                       SHARES           VALUE
        ------------------                                       ------           -----
<S>                                                              <C>    <C>     <C>
COMMON STOCKS
 METALS & MINING - (20.1%)
  Coeur D'Alene Mines Corporation. . . . . . . . . . . . . .     5,000          $ 85,625
  Hecla Mining Company (a) . . . . . . . . . . . . . . . . .     8,000            55,000
  Homestake Mining Company . . . . . . . . . . . . . . . . .     8,000           125,000
  Inco, Ltd. . . . . . . . . . . . . . . . . . . . . . . . .     2,000            66,500
  Newmont Mining Corporation . . . . . . . . . . . . . . . .     3,000           135,750
  Pegasus Gold, Inc. (a) . . . . . . . . . . . . . . . . . .     6,000            83,250
  Placer Dome, Inc.. . . . . . . . . . . . . . . . . . . . .     5,000           120,625
                                                                               ---------
                                                                                 671,750
 OIL SERVICES - (2.7%)
  Baker Hughes, Inc. . . . . . . . . . . . . . . . . . . . .     2,000            48,750
  Halliburton Company. . . . . . . . . . . . . . . . . . . .       800            40,500
                                                                               ---------
                                                                                  89,250
 PAPER - (3.0%)
  Boise Cascade Corporation. . . . . . . . . . . . . . . . .     2,000            69,250
  James River Corporation. . . . . . . . . . . . . . . . . .     1,300            31,362
                                                                               ---------
                                                                                 100,612
 PUBLISHING - (1.1%)
  Time Warner, Inc.  . . . . . . . . . . . . . . . . . . . .     1,000            37,875
                                                                               ---------

 STEEL - (8.9%)
  Bethleham Steel Corporation (a). . . . . . . . . . . . . .     7,000            98,000
  LTV Corporation (a). . . . . . . . . . . . . . . . . . . .     7,000            96,250
  USX U.S. Steel . . . . . . . . . . . . . . . . . . . . . .     3,000            92,250
  WHX Corporation (a). . . . . . . . . . . . . . . . . . . .       800             8,700
                                                                               ---------
                                                                                 295,200
 TELEPHONE - (1.3%)
  Airtouch Communications, Inc. (a). . . . . . . . . . . . .     1,500            42,375
                                                                               ---------

     TOTAL COMMON STOCKS - (COST $2,431,417)                            75.8%  2,525,278
                                                                               ---------
</TABLE>

See notes to financial statements.

                                       130

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                           GROWTH AND INCOME PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>

          NAME OF ISSUER                     INTEREST       MATURITY       MATURITY
       AND TITLE OF ISSUE                      RATE           DATE          AMOUNT                VALUE
       ------------------                    --------       --------       --------               -----
<S>                                          <C>          <C>            <C>          <C>        <C>
SHORT TERM INVESTMENTS
 REPURCHASE AGREEMENT - (18.8%)
   State Street Bank and Trust Company (b). . 5.400%      01/02/1996     $  627,376              $  627,000
                                                                                                 ----------

                                                                           PRINCIPAL
                                                                            AMOUNT
                                                                            ------
 U.S. GOVERNMENT SECURITIES - (5.9%)
   United States Treasury Bill. . . . . . . . 5.340%      02/29/1996     $  200,000                198,250
                                                                                                ----------

      TOTAL SHORT TERM INVESTMENTS - (COST $825,250)                                    24.7%      825,250
                                                                                                ----------

TOTAL INVESTMENTS - (COST  $3,256,667)                                                 100.5%    3,350,528
OTHER ASSETS LESS LIABILITIES -                                                         (0.5)%     (15,772)
                                                                                      ------    ----------
NET ASSETS -                                                                           100.0%   $3,334,756
                                                                                      ------    ----------
                                                                                      ------    ----------
</TABLE>






(a)  Non-income producing security.

(b)  The repurchase agreement, dated 12/29/95, is fully collateralized by a
     United States Treasury Bond, 10.75%, 8/15/05, with a value of $642,279.

The percentage shown for each investment category is the total value of that
category as a percent of the total Net Assets of the Portfolio.

See notes to financial statements.

                                       131

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                      STATEMENTS OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1995
<TABLE>
<CAPTION>

                                                                    CASH              COMMON
                                                                 MANAGEMENT            STOCK
                                                                  PORTFOLIO          PORTFOLIO
                                                                  ---------          ---------
<S>                                                            <C>               <C>
ASSETS
 Investments - securities, at value. . . . . . . . . . . . .   $  9,423,661      $  40,252,520
 Investments - repurchase agreements . . . . . . . . . . . .        790,000          3,256,000
 Foreign currency holdings (Cost $1,146) . . . . . . . . . .              0                  0
 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .            948                969
 Income receivable . . . . . . . . . . . . . . . . . . . . .         22,529             36,460
 Receivable for securities sold. . . . . . . . . . . . . . .              0                  0
 Unrealized appreciation on forward currency contracts . . .              0                  0
 Receivable for trust shares sold. . . . . . . . . . . . . .         29,051             83,076
 Other assets. . . . . . . . . . . . . . . . . . . . . . . .              3                 12
 Due from adviser. . . . . . . . . . . . . . . . . . . . . .          7,819                  0
                                                               ------------      -------------
    TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . .     10,274,011         43,629,037

LIABILITIES
 Payable for securities purchased. . . . . . . . . . . . . .              0            599,640
 Unrealized depreciation on forward currency contracts . . .              0                  0
 Payable to custodian. . . . . . . . . . . . . . . . . . . .              0                  0
 Advisory fee payable. . . . . . . . . . . . . . . . . . . .          4,293             27,957
 Accounts payable and accrued expenses . . . . . . . . . . .         51,342             53,393
 Payable for trust shares redeemed . . . . . . . . . . . . .        122,653             29,323
                                                               ------------      -------------
    TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . .        178,288            710,313
                                                               ------------      -------------
    TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . .   $ 10,095,723      $  42,918,724
                                                               ------------      -------------
                                                               ------------      -------------
NET ASSETS
 Capital paid - in . . . . . . . . . . . . . . . . . . . . .   $ 10,095,723      $  35,214,338
 Undistributed (distributions in excess of) net
  investment income. . . . . . . . . . . . . . . . . . . . .              0              2,498
 Accumulated net realized gain (loss) on
  investments and foreign currency transactions. . . . . . .              0            237,212
 Net unrealized appreciation of:
  Investments. . . . . . . . . . . . . . . . . . . . . . . .              0          7,464,676
  Foreign currency . . . . . . . . . . . . . . . . . . . . .              0                  0
                                                               ------------      -------------
    TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . .   $ 10,095,723      $  42,918,724
                                                               ------------      -------------
                                                               ------------      -------------
NET ASSET VALUE PER SHARE
 (based on shares of beneficial interest outstanding,
 unlimited number of shares authorized without par value). .   $      1,000      $      25,866
 Total shares outstanding at end of period . . . . . . . . .     10,095,723          1,659,267
 Cost of investment securities . . . . . . . . . . . . . . .   $ 10,213,661      $  36,043,844
</TABLE>




See notes to financial statements.

                                       132

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                      STATEMENTS OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                           HIGH INCOME      MULTIPLE        TILT            U.S.          WORLD
                                                              BOND         STRATEGIES      UTILITY    GOVERNMENT BOND    EQUITY
                                                            PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
                                                            ---------      ---------      ---------      ---------      ---------
<S>                                                       <C>           <C>            <C>            <C>            <C>
ASSETS                                                       
 Investments - securities, at value. . . . . . . . . .    $  8,589,168  $  23,067,888  $  15,957,839  $  10,913,173  $  18,055,025
 Investments - repurchase agreements . . . . . . . . .               0      3,416,000              0        584,000              0
 Foreign currency holdings (Cost $1,146) . . . . . . .               0              0              0              0          1,143
 Cash. . . . . . . . . . . . . . . . . . . . . . . . .               0            605              0            797         86,584
 Income receivable . . . . . . . . . . . . . . . . . .         207,819        102,317         93,889        155,070         13,874
 Receivable for securities sold. . . . . . . . . . . .         109,092              0              0          1,809              0
 Unrealized appreciation on forward currency contracts               0              0              0              0         22,878
 Receivable for trust shares sold. . . . . . . . . . .          22,212        134,375         54,766         39,446         95,619
 Other assets. . . . . . . . . . . . . . . . . . . . .               3              6              3              6          7,081
 Due from adviser. . . . . . . . . . . . . . . . . . .           5,182          3,573          3,452          7,104          6,284
                                                          ------------  -------------  -------------  -------------  -------------
    TOTAL ASSETS . . . . . . . . . . . . . . . . . . .       8,933,476     26,724,764     16,109,949     11,701,405     18,288,488
 
LIABILITIES                                                                                                                      
 Payable for securities purchased. . . . . . . . . . .  
 Unrealized depreciation on forward currency contracts               0        239,856              0              0              0
 Payable to custodian. . . . . . . . . . . . . . . . .               0              0              0              0          8,563
 Advisory fee payable. . . . . . . . . . . . . . . . .          42,210              0              0              0              0
 Accounts payable and accrued expenses . . . . . . . .           5,324         15,572          8,606          5,928         10,509
 Payable for trust shares redeemed . . . . . . . . . .          45,782         47,736         46,745         44,802         56,829
                                                                76,320         41,892         36,288         32,620         21,855
    TOTAL LIABILITIES. . . . . . . . . . . . . . . . .    ------------  -------------  -------------  -------------  -------------
                                                               169,636        345,056         91,639         83,350         97,756
    TOTAL NET ASSETS . . . . . . . . . . . . . . . . .    ------------  -------------  -------------  -------------  -------------
                                                          $  8,763,840  $  26,379,708  $  16,018,310  $  11,618,055  $  18,190,732
                                                          ------------  -------------  -------------  -------------  -------------
NET ASSETS                                                ------------  -------------  -------------  -------------  -------------
 Capital paid - in . . . . . . . . . . . . . . . . . .
 Undistributed (distributions in excess of) net           $  9,245,346  $  22,566,506  $  13,044,307  $  10,992,844  $  14,701,568
  investment income. . . . . . . . . . . . . . . . . .         (14,589)        10,013         67,014          2,331        (11,431)
 Accumulated net realized gain (loss) on                     
  investments and foreign currency transactions. . . .        (606,546)       101,913         93,887        104,173        220,351
 Net unrealized appreciation of:                             
  Investments. . . . . . . . . . . . . . . . . . . . .         139,629      3,701,276      2,813,102        518,707      3,265,616
  Foreign currency . . . . . . . . . . . . . . . . . .               0              0              0              0         14,628
                                                          ------------  -------------  -------------  -------------  -------------
    TOTAL NET ASSETS . . . . . . . . . . . . . . . . .    $  8,763,840  $  26,379,708  $  16,018,310  $  11,618,055  $  18,190,732
                                                          ------------  -------------  -------------  -------------  -------------
                                                          ------------  -------------  -------------  -------------  -------------
NET ASSET VALUE PER SHARE                                    
 (based on shares of beneficial interest outstanding,        
 unlimited number of shares authorized without par 
  value) . . . . . . . . . . . . . . . . . . . . . . .    $      8,589  $      12,043  $      15,704  $      10,510  $      13,823
 Total shares outstanding at end of period . . . . . .       1,020,302      2,190,519      1,019,992      1,105,453      1,315,970
 Cost of investment securities . . . . . . . . . . . .    $  8,449,539  $  22,782,612  $  13,144,737  $  10,978,466  $  14,789,406
</TABLE>



                                       133

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                      STATEMENTS OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1995
                                   -CONTINUED-
<TABLE>
<CAPTION>
          
                                                                                GROWTH &
                                                                 SMALL CAP        INCOME
                                                                 PORTFOLIO      PORTFOLIO
                                                                 ---------      ---------
<S>                                                             <C>            <C>
ASSETS
 Investments - securities, at value  . . . . . . . . . . . .    $ 3,077,456    $ 2,723,528
 Investments - repurchase agreements . . . . . . . . . . . .        527,000        627,000
 Foreign currency holdings (Cost $0) . . . . . . . . . . . .              0              0
 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .             32            167
 Income receivable . . . . . . . . . . . . . . . . . . . . .             99          1,812
 Receivable for securities sold. . . . . . . . . . . . . . .              0              0
 Unrealized appreciation on forward currency contracts . . .              0              0
 Receivable for trust shares sold. . . . . . . . . . . . . .        305,934         34,672
 Other assets. . . . . . . . . . . . . . . . . . . . . . . .              0              0
 Due from adviser. . . . . . . . . . . . . . . . . . . . . .         12,273              0
                                                                -----------    -----------
    TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . .      3,922,794      3,387,179

LIABILITIES
 Payable for securities purchased. . . . . . . . . . . . . .         36,535              0
 Unrealized depreciation on forward currency contracts . . .              0              0
 Payable to custodian. . . . . . . . . . . . . . . . . . . .              0              0
 Advisory fee payable  . . . . . . . . . . . . . . . . . . .          2,484         18,261
 Accounts payable and accrued expenses . . . . . . . . . . .         70,673         34,162
 Payable for trust shares redeemed . . . . . . . . . . . . .              0              0
                                                                -----------    -----------
    TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . .        109,692         52,423
                                                                -----------    -----------
    TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . .    $ 3,813,102    $ 3,334,756
                                                                -----------    -----------
                                                                -----------    -----------
NET ASSETS
 Capital paid-in . . . . . . . . . . . . . . . . . . . . . .     $3,361,669     $3,225,253
 Undistributed (distributions in excess of) net
  investment income. . . . . . . . . . . . . . . . . . . . .              0              0
 Accumulated net realized gain (loss) on
  investments and foreign currency transactions. . . . . . .         36,548         15,642
 Net unrealized appreciation of:
   Investments . . . . . . . . . . . . . . . . . . . . . . .        414,885         93,861
   Foreign currency. . . . . . . . . . . . . . . . . . . . .              0              0
                                                                -----------    -----------
    TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . .    $ 3,813,102    $ 3,334,756
                                                                -----------    -----------
                                                                -----------    -----------
NET ASSET VALUE PER SHARE
 (based on shares of beneficial interest outstanding,
 unlimited number of shares authorized without par value). .    $    12,638    $    11,171
 Total shares outstanding at end of period . . . . . . . . .        301,724        298,528
 Cost of investment securities . . . . . . . . . . . . . . .    $ 3,189,571    $ 3,256,667
</TABLE>


See notes to financial statements.

                                       134

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                     CASH         COMMON
                                                  MANAGEMENT       STOCK
                                                   PORTFOLIO     PORTFOLIO
                                                   ---------     ---------
<S>                                               <C>          <C>
INVESTMENT INCOME
 Dividend income . . . . . . . . . . . . . .      $        0   $    268,164
 Interest income . . . . . . . . . . . . . .         596,554        172,022
 Foreign taxes withheld. . . . . . . . . . .               0          (873)
                                                  ----------   ------------
     TOTAL INCOME. . . . . . . . . . . . . .         596,554        439,313
EXPENSES
 Investment management fee . . . . . . . . .          49,056        262,290
 Administrative fee. . . . . . . . . . . . .          34,029         82,349
 Custodian fee . . . . . . . . . . . . . . .          34,452         31,479
 Audit fee and expenses. . . . . . . . . . .          17,857         21,657
 Legal fee . . . . . . . . . . . . . . . . .          11,428         11,428
 Printing expenses . . . . . . . . . . . . .           6,429          6,429
 Trustees fee and expenses . . . . . . . . .           6,324          6,325
 Transfer agent fee. . . . . . . . . . . . .           2,059          2,058
 Registration fees . . . . . . . . . . . . .              36             36
 Insurance . . . . . . . . . . . . . . . . .           6,751         16,572
 Other . . . . . . . . . . . . . . . . . . .           1,054          2,515
 Expenses borne by the adviser . . . . . . .        (95,420)        (6,296)
 Expense reductions. . . . . . . . . . . . .            (36)           (27)
                                                  ----------   ------------
     TOTAL EXPENSES. . . . . . . . . . . . .          74,019        436,815
                                                  ----------   ------------
     NET INVESTMENT INCOME . . . . . . . . .         522,535          2,498

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY
Net realized gain (loss) on investments. . .              65      4,418,581
Net realized gain on foreign currency
 transactions. . . . . . . . . . . . . . . .               0            899
Change in unrealized appreciation
 (depreciation) of:
 Investments . . . . . . . . . . . . . . . .               0      7,157,127
 Foreign currency. . . . . . . . . . . . . .               0              0
                                                  ----------   ------------
     NET REALIZED AND UNREALIZED GAIN. . . .              65     11,576,607
                                                  ----------   ------------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS . . . . . . . . .      $  522,600   $ 11,579,105
                                                  ----------   ------------
                                                  ----------   ------------
</TABLE>


See notes to financial statements.

                                       135

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                                               HIGH INCOME       MULTIPLE
                                                                   BOND         STRATEGIES
                                                                PORTFOLIO        PORTFOLIO
                                                                ---------        ---------
<S>                                                            <C>            <C>
INVESTMENT INCOME
 Dividend income . . . . . . . . . . . . . . . . . . . . . .   $      3,829   $    136,285
 Interest income . . . . . . . . . . . . . . . . . . . . . .        828,304        420,560
 Foreign taxes withheld. . . . . . . . . . . . . . . . . . .              0           (394)
                                                               ------------   ------------
     TOTAL INCOME. . . . . . . . . . . . . . . . . . . . . .        832,133        556,451
EXPENSES
 Investment management fee . . . . . . . . . . . . . . . . .         59,701        166,507
 Administrative fee. . . . . . . . . . . . . . . . . . . . .         22,817         51,459
 Custodian fee . . . . . . . . . . . . . . . . . . . . . . .         41,021         43,689
 Audit fee and expenses. . . . . . . . . . . . . . . . . . .         17,857         17,857
 Legal fee . . . . . . . . . . . . . . . . . . . . . . . . .         11,428         11,428
 Printing expenses . . . . . . . . . . . . . . . . . . . . .          6,429          6,429
 Trustees fee and expenses . . . . . . . . . . . . . . . . .          6,324          6,324
 Transfer agent fee. . . . . . . . . . . . . . . . . . . . .          2,059          2,059
 Registration fees . . . . . . . . . . . . . . . . . . . . .             36             36
 Insurance . . . . . . . . . . . . . . . . . . . . . . . . .          3,858          9,661
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . .            556          1,458
 Expenses borne by the adviser . . . . . . . . . . . . . . .        (69,671)       (31,469)
 Expense reductions. . . . . . . . . . . . . . . . . . . . .           (957)           (73)
                                                               ------------   ------------
     TOTAL EXPENSES. . . . . . . . . . . . . . . . . . . . .        101,458        285,365
                                                               ------------   ------------
     NET INVESTMENT INCOME . . . . . . . . . . . . . . . . .        730,675        271,086

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY
Net realized gain (loss) on investments. . . . . . . . . . .        (19,728)     2,272,079
Net realized gain on foreign currency transactions . . . . .          3,252              3
Change in unrealized appreciation (depreciation) of:
 Investments . . . . . . . . . . . . . . . . . . . . . . . .        723,665      3,961,315
 Foreign currency. . . . . . . . . . . . . . . . . . . . . .              0              0
                                                               ------------   ------------
     NET REALIZED AND UNREALIZED GAIN. . . . . . . . . . . .        707,189      6,233,397
                                                               ------------   ------------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . .   $  1,437,864   $  6,504,483
                                                               ------------   ------------
                                                               ------------   ------------
</TABLE>




(1)   From commencement of operations May 4, 1995.
(2)   From commencement of operations May 31, 1995.




See notes to financial statements.

                                       136

<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>
                                                             TILT           U.S.           WORLD                      GROWTH &
                                                           UTILITY    GOVERNMENT BOND      EQUITY      SMALL CAP       INCOME
                                                          PORTFOLIO      PORTFOLIO       PORTFOLIO   PORTFOLIO (1)   PORTFOLIO (2)
                                                          ---------      ---------       ---------   -------------   -------------
<S>                                                      <C>          <C>              <C>           <C>             <C>
INVESTMENT INCOME                                            
 Dividend income . . . . . . . . . . . . . . . . . . .   $   709,178    $         0    $   178,074    $       598    $    10,010
 Interest income . . . . . . . . . . . . . . . . . . .           362        860,404         81,298          8,333         17,129
 Foreign taxes withheld. . . . . . . . . . . . . . . .            16              0        (24,340)             0           (101)
                                                         -----------    -----------    -----------    -----------    -----------
     TOTAL INCOME. . . . . . . . . . . . . . . . . . .       709,556        860,404        235,032          8,931         27,038
EXPENSES                                                     
 Investment management fee . . . . . . . . . . . . . .        91,889         74,445        104,408         13,610          8,192
 Administrative fee. . . . . . . . . . . . . . . . . .        33,125         29,503         35,454         33,592         21,671
 Custodian fee . . . . . . . . . . . . . . . . . . . .        35,091         36,511         58,897         54,767         10,731
 Audit fee and expenses. . . . . . . . . . . . . . . .        17,857         17,857         17,857         18,006         17,940
 Legal fee . . . . . . . . . . . . . . . . . . . . . .        11,428         11,428         11,428         11,523         11,481
 Printing expenses . . . . . . . . . . . . . . . . . .         6,429          6,429          6,429          6,483          6,459
 Trustees fee and expenses . . . . . . . . . . . . . .         6,324          6,324          6,324          4,530          3,194
 Transfer agent fee. . . . . . . . . . . . . . . . . .         2,059          2,059          2,059          1,398          1,395
 Registration fees . . . . . . . . . . . . . . . . . .            36             36             36             36             36
 Insurance . . . . . . . . . . . . . . . . . . . . . .         6,725          7,916          5,768              0              0
 Other . . . . . . . . . . . . . . . . . . . . . . . .         1,017          1,098            852            101            101
 Expenses borne by the adviser . . . . . . . . . . . .       (47,787)       (89,309)       (69,498)      (121,935)       (64,518)
 Expense reductions. . . . . . . . . . . . . . . . . .        (2,278)          (498)          (229)          (501)        (2,715)
                                                         -----------    -----------    -----------    -----------    -----------
     TOTAL EXPENSES. . . . . . . . . . . . . . . . . .       161,915        103,799        179,785         21,610         13,967
                                                         -----------    -----------    -----------    -----------    -----------
     NET INVESTMENT INCOME . . . . . . . . . . . . . .       547,641        756,605         55,247        (12,679)        13,071
                                                             
REALIZED AND UNREALIZED GAIN (LOSS)                          
ON INVESTMENTS AND FOREIGN CURRENCY                          
Net realized gain (loss) on investments. . . . . . . .       346,305        678,846        957,186        148,029         43,303
Net realized gain on foreign currency transactions . .             0              0        223,542              0              0
Change in unrealized appreciation (depreciation) of:         
 Investments . . . . . . . . . . . . . . . . . . . . .     3,179,720        843,009      2,212,725        414,885         93,861
 Foreign currency. . . . . . . . . . . . . . . . . . .             0              0        (62,988)             0              0
                                                         -----------    -----------    -----------    -----------    -----------
     NET REALIZED AND UNREALIZED GAIN. . . . . . . . .     3,526,025      1,521,855      3,330,465        562,914        137,164
                                                         -----------    -----------    -----------    -----------    -----------
NET INCREASE IN NET ASSETS                                   
 RESULTING FROM OPERATIONS . . . . . . . . . . . . . .   $ 4,073,666    $ 2,278,460    $ 3,385,712    $   550,235    $   150,235
                                                         -----------    -----------    -----------    -----------    -----------
                                                         -----------    -----------    -----------    -----------    -----------
</TABLE>



                                       137


<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                          CASH MANAGEMENT PORTFOLIO       COMMON STOCK PORTFOLIO
                                                          YEAR ENDED      YEAR ENDED    YEAR ENDED      YEAR ENDED
                                                           12/31/95       12/31/94       12/31/95        12/31/94
                                                          -----------     ----------    -----------    -----------
<S>                                                       <C>            <C>            <C>          <C>       
INCREASE (DECREASE) IN NET ASSETS
   From operations:
      Net investment income. . . . . . . . . . . . . .    $   522,535     $  484,186    $     2,498  $     267,715 
      Net realized gain (loss) on investments. . . . .             65              0      4,418,581     (1,190,682)
      Net realized gain (loss) on foreign
         currency transactions . . . . . . . . . . . .              0              0            899              0 
      Change in unrealized appreciation
         (depreciation) of:
         Investments . . . . . . . . . . . . . . . . .              0              0      7,157,127        332,617 
         Foreign currency. . . . . . . . . . . . . . .              0              0              0              0 
                                                          -----------     ----------    -----------    -----------

      Net increase (decrease) in net assets
         resulting from operations . . . . . . . . . .        522,600        484,186     11,579,105       (590,350)
   Dividends and distributions to Shareholders
      from:
      Net investment income. . . . . . . . . . . . . .       (522,535)      (484,186)      (267,715)      (133,025)
      Net realized gain on investments . . . . . . . .            (53)             0     (2,264,091)      (132,832)
   Dividends and distributions to Shareholders
      in excess of:
      Net investment income. . . . . . . . . . . . . .              0              0              0              0 
      Net realized gain on investments . . . . . . . .              0              0              0              0 
   Tax return of capital . . . . . . . . . . . . . . .              0              0              0              0 
   Trust share transactions - Note E . . . . . . . . .      1,897,366       (883,125)     3,056,280    (10,858,240)
                                                          -----------     ----------    -----------    -----------
         TOTAL INCREASE (DECREASE) . . . . . . . . . .      1,897,378       (883,125)    12,103,579    (11,714,447)
   Net Assets
      Beginning of period. . . . . . . . . . . . . . .      8,198,345      9,081,470     30,815,145     42,529,592 
                                                          -----------     ----------    -----------    -----------
      END OF PERIOD (1). . . . . . . . . . . . . . . .    $10,095,723     $8,198,345    $42,918,724    $30,815,145 
                                                          -----------     ----------    -----------    -----------
                                                          -----------     ----------    -----------    -----------
      (1) Including undistributed (distributions in
      excess of) net investment income . . . . . . . .    $         0     $        0    $     2,498    $   134,690



See notes to financial statements.


                                       138

<PAGE>

<CAPTION>

                                                              HIGH INCOME BOND PORTFOLIO   MULTIPLE STRATEGIES PORTFOLIO  
                                                               YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED      
                                                                12/31/95       12/31/94      12/31/95      12/31/94       
                                                               ----------    -----------    -----------   ------------    
<S>                                                           <C>            <C>            <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
   From operations:
      Net investment income. . . . . . . . . . . . . .         $  730,675    $   843,098    $   271,086   $    360,791    
      Net realized gain (loss) on investments. . . . .            (19,728)      (545,819)     2,272,079      2,173,355    
      Net realized gain (loss) on foreign
         currency transactions . . . . . . . . . . . .              3,252           (434)             3              0    
      Change in unrealized appreciation                                                                    
         (depreciation) of:                                                                    
         Investments . . . . . . . . . . . . . . . . .                                                                    
         Foreign currency. . . . . . . . . . . . . . .            723,665       (975,528)     3,961,315     (3,568,738)   
                                                                        0              0              0              0    
                                                               ----------    -----------    -----------   ------------    
      Net increase (decrease) in net assets                                                                    
         resulting from operations . . . . . . . . . .          1,437,864       (678,683)     6,504,483     (1,034,592)   
   Dividends and distributions to Shareholders                                                                    
      from:                                                                    
      Net investment income. . . . . . . . . . . . . .           (730,675)      (843,098)      (270,194)      (360,791)   
      Net realized gain on investments . . . . . . . .                  0        (62,815)    (2,115,878)    (2,173,355)   
   Dividends and distributions to Shareholders                                                                    
      in excess of:                                                                    
      Net investment income. . . . . . . . . . . . . .            (43,548)        (5,052)             0        (11,819)   
      Net realized gain on investments . . . . . . . .                  0         (9,525)             0        (36,982)   
   Tax return of capital . . . . . . . . . . . . . . .                  0              0              0              0    
   Trust share transactions - Note E . . . . . . . . .            329,113     (5,125,701)     1,111,737        245,164    
                                                               ----------    -----------    -----------   ------------    
         TOTAL INCREASE (DECREASE) . . . . . . . . . .            992,754     (6,724,874)     5,230,148     (3,372,375)   
   Net Assets                                                                    
      Beginning of period. . . . . . . . . . . . . . .          7,771,086     14,495,960     21,149,560     24,521,935    
                                                               ----------    -----------    -----------   ------------    
      END OF PERIOD (1). . . . . . . . . . . . . . . .         $8,763,840    $ 7,771,086    $26,379,708   $ 21,149,560    
                                                               ----------    -----------    -----------   ------------    
                                                               ----------    -----------    -----------   ------------    
(1) Including undistributed (distributions in                                                                    
 excess of) net investment income. . . . . . . . . . .         $  (14,589)   $    (5,486)   $    10,013   $    (11,819)   

<CAPTION>

                                                                  TILT UTILITY PORTFOLIO
                                                                YEAR ENDED     YEAR ENDED
                                                                 12/31/95       12/31/94
                                                               -----------    -----------
<S>                                                            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
   From operations:
      Net investment income. . . . . . . . . . . . . .         $   547,641    $   446,733 
      Net realized gain (loss) on investments. . . . .             346,305      1,214,155 
      Net realized gain (loss) on foreign
         currency transactions . . . . . . . . . . . .                   0              0 
      Change in unrealized appreciation                                          
         (depreciation) of:                                                      
         Investments . . . . . . . . . . . . . . . . .                           
         Foreign currency. . . . . . . . . . . . . . .           3,179,720     (1,775,894)
                                                                         0              0 
                                                               -----------    -----------
      Net increase (decrease) in net assets                                      
         resulting from operations . . . . . . . . . .           4,073,666       (115,006)
   Dividends and distributions to Shareholders                                   
      from:                                                                      
      Net investment income. . . . . . . . . . . . . .            (481,008)      (446,352)
      Net realized gain on investments . . . . . . . .            (286,632)    (1,394,774)
   Dividends and distributions to Shareholders                                   
      in excess of:                                                              
      Net investment income. . . . . . . . . . . . . .                   0              0 
      Net realized gain on investments . . . . . . . .                   0              0 
   Tax return of capital . . . . . . . . . . . . . . .                   0              0 
   Trust share transactions - Note E . . . . . . . . .             400,523       (983,283)
                                                               -----------    -----------
         TOTAL INCREASE (DECREASE) . . . . . . . . . .           3,706,549     (2,939,415)
   Net Assets                                                                    
      Beginning of period. . . . . . . . . . . . . . .          12,311,761     15,251,176 
                                                               -----------    -----------
      END OF PERIOD (1). . . . . . . . . . . . . . . .         $16,018,310    $12,311,761 
                                                               -----------    -----------
                                                               -----------    -----------
      (1) Including undistributed (distributions in                                    
      excess of) net investment income . . . . . . . .         $    67,014    $       381


</TABLE>


                                       139


<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                       STATEMENTS OF CHANGES IN NET ASSETS

                                   -CONTINUED-


<TABLE>
<CAPTION>

                                                                U.S. GOVERNMENT
                                                                BOND PORTFOLIO             WORLD EQUITY PORTFOLIO
                                                          YEAR ENDED      YEAR ENDED     YEAR ENDED      YEAR ENDED
                                                           12/31/95        12/31/94       12/31/95        12/31/94
                                                          -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
   From operations:
      Net investment income. . . . . . . . . . . . . .    $   756,605    $   958,567    $    55,247    $    17,475 
      Net realized gain (loss) on investments. . . . .        678,846        146,586        957,186        820,711 
      Net realized gain (loss) on foreign
         currency transactions . . . . . . . . . . . .              0              0        223,542       (216,114)
      Change in unrealized appreciation
         (depreciation) of:
         Investments . . . . . . . . . . . . . . . . .        843,009     (1,598,045)     2,212,725        384,032 
         Foreign currency. . . . . . . . . . . . . . .              0              0        (62,988)        56,901 
                                                          -----------    -----------    -----------    -----------

      Net increase (decrease) in net assets
         resulting from operations . . . . . . . . . .      2,278,460       (492,892)     3,385,712      1,063,005 
   Dividends and distributions to Shareholders
      from:
      Net investment income. . . . . . . . . . . . . .       (756,605)      (958,567)             0        (20,517)
      Net realized gain on investments . . . . . . . .       (352,027)      (146,586)    (1,008,027)      (622,228)
   Dividends and distributions to Shareholders
      in excess of:
      Net investment income. . . . . . . . . . . . . .        (49,391)             0              0              0 
      Net realized gain on investments . . . . . . . .              0       (155,582)             0         (6,239)
   Tax return of capital . . . . . . . . . . . . . . .              0         (3,468)             0              0 
   Trust share transactions - Note E . . . . . . . . .     (3,946,311)    (4,508,657)     4,313,369     (1,144,645)
                                                          -----------    -----------    -----------    -----------
         TOTAL INCREASE (DECREASE) . . . . . . . . . .     (2,825,874)    (6,265,752)     6,691,054       (730,624)
   Net Assets
      Beginning of period  . . . . . . . . . . . . . .     14,443,929     20,709,681     11,499,678     12,230,302 
                                                          -----------    -----------    -----------    -----------
      END OF PERIOD (1)  . . . . . . . . . . . . . . .    $11,618,055    $14,443,929    $18,190,732    $11,499,678 
                                                          -----------    -----------    -----------    -----------
                                                          -----------    -----------    -----------    -----------
      (1) Including undistributed (distributions in
      excess of) net investment income . . . . . . . .    $     2,331    $         0    $   (11,431)   $   (69,065)



(2)   From commencement of operations May 4, 1995.
(3)   From commencement of operations May 31, 1995.


See notes to financial statements.


                                       140

<PAGE>

<CAPTION>

                                                          SMALL CAP PORTFOLIO      GROWTH & INCOME PORTFOLIO
                                                              PERIOD ENDED                PERIOD ENDED
                                                              12/31/95 (2)                12/31/95 (3)
                                                              -----------                 ------------
<S>                                                       <C>                      <C>
INCREASE (DECREASE) IN NET ASSETS
   From operations:
      Net investment income. . . . . . . . . . . . . .        $  (12,679)                 $   13,071 
      Net realized gain (loss) on investments. . . . .           148,029                      43,303 
      Net realized gain (loss) on foreign
         currency transactions . . . . . . . . . . . .                 0                           0 
      Change in unrealized appreciation
         (depreciation) of:
         Investments . . . . . . . . . . . . . . . . .           414,885                      93,861 
         Foreign currency. . . . . . . . . . . . . . .                 0                           0 
                                                              ----------                  ----------

      Net increase (decrease) in net assets
         resulting from operations . . . . . . . . . .           550,235                     150,235 
   Dividends and distributions to Shareholders
      from:
      Net investment income. . . . . . . . . . . . . .                 0                     (13,071)
      Net realized gain on investments . . . . . . . .           (98,802)                    (27,661)
   Dividends and distributions to Shareholders
      in excess of:
      Net investment income. . . . . . . . . . . . . .                 0                           0 
      Net realized gain on investments . . . . . . . .                 0                           0 
   Tax return of capital . . . . . . . . . . . . . . .                 0                           0 
   Trust share transactions - Note E . . . . . . . . .         3,361,669                   3,225,253 
                                                              ----------                  ----------
         TOTAL INCREASE (DECREASE) . . . . . . . . . .         3,813,102                   3,334,756 
   Net Assets
      Beginning of period  . . . . . . . . . . . . . .                 0                           0 
                                                              ----------                  ----------
                                                              $3,813,102                  $3,334,756 
      END OF PERIOD (1)  . . . . . . . . . . . . . . .        ----------                  ----------
                                                              ----------                  ----------
                                                      
      (1) Including undistributed (distributions in 
      excess of) net investment income . . . . . . . .        $        0                 $        0 


</TABLE>


                                       141

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995

NOTE A -- ORGANIZATION

     Variable Investors Series Trust (the "Trust") was established as a
Massachusetts business trust under the laws of Massachusetts by an Agreement and
Declaration of Trust dated December 23, 1986.  The Trust is an open-end, series
management investment company which currently comprises nine series of shares of
beneficial interest (the "Portfolios") each of which represents the entire
interest in a separate portfolio of investments.  The Portfolios are the Cash
Management Portfolio, the Common Stock Portfolio, the High Income Bond
Portfolio, the Multiple Strategies Portfolio, the Tilt Utility Portfolio, the
U.S. Government Bond Portfolio, the World Equity Portfolio, the Small Cap
Portfolio and the Growth & Income Portfolio.

     As of December 31, 1995, 92.74% of the assets of the Trust are owned by
First Variable Life Insurance Company ("First Variable") and 7.26% of the assets
of the Trust are owned by Monarch Life Insurance Company ("MLIC"), through
separate accounts maintained by First Variable and MLIC, respectively.

NOTE B -- SIGNIFICANT ACCOUNTING POLICIES

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

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

     VALUATION OF INVESTMENTS:  The Trust's equity securities, including
American Depository Receipts (ADR's) and other forms of depository receipts,
traded on a national securities exchange are valued at the last sales price, or,
if no closing price is available, at a bid price estimated by a broker or
dealer.  Debt securities are generally valued on the basis of valuations
furnished by a pricing service which determines valuations for normal
institutional size trading units of debt securities, without exclusive reliance
upon quoted prices.  These valuations are believed to reflect with greater
accuracy the fair market value of such securities.  Short-term securities
maturing in 60 days or less are valued at cost plus earned discount to maturity
(amortized cost), which approximates market value. The Cash Management Portfolio
values its securities using the amortized cost method, which values securities
initially at cost and thereafter assumes a constant amortization to maturity of
any discount or premium.  Securities in other mutual funds are valued at the net
asset value of those funds.  Securities for which current market quotations are
not readily available are stated at fair value as determined in good faith under
the direction of the Trustees.

     FOREIGN SECURITIES:  Foreign securities traded on a recognized securities
exchange are valued at the last sales price in the principal market where they
are traded, or, if closing prices are unavailable, at the last bid price
available prior to the time a Portfolio's net asset value is determined. 
Foreign portfolio security prices are furnished by quotation services expressed
in the local currency's value and are translated into U.S. dollars at the
current rate of exchange.  Foreign securities for which prices cannot be
obtained by the quotation services are valued using dealer supplied quotations.

     REPURCHASE AGREEMENTS:  In connection with transactions in repurchase
agreements, the Trust's custodian takes possession of the underlying collateral
securities, the value of which at least equals the principal amount, including
interest, of the repurchase transaction.  To the extent that any repurchase
transaction exceeds one business day, the value of the collateral is marked-to-
market on a daily basis to ensure the adequacy of the collateral.  In the event
of default of the obligation to repurchase, the Portfolio has the right to
liquidate the collateral and apply the proceeds in satisfaction of the
obligation.  Under certain circumstances, in the event of default or bankruptcy
by the other party to the agreement, realization and/or retention of the
collateral, or proceeds may be subject to legal proceedings.


                                       142

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-


     INVESTMENT TRANSACTIONS:  Investment security transactions are recorded on
the date of purchase,  sale, or maturity.  Dividend income is recorded on the
ex-dividend date, or, in the case of dividend income on foreign securities, on
the ex-dividend date or when the Trust becomes aware of its declaration. 
Interest income is recorded on the accrual basis.  Realized gains and losses
from security transactions are determined on the basis of identified cost.

     FOREIGN CURRENCY TRANSLATIONS:  The records of the Trust are maintained in
U.S. dollars.  Foreign currency amounts are translated into U.S. dollars at a
current rate of exchange of such currency to determine the value of investments,
other assets and liabilities on the date of any determination of net asset value
of the Portfolios.  Purchases and sales of securities and income and expenses
are converted at the prevailing rate of exchange on the respective dates of such
transactions.  Net realized gain/(loss) on foreign currency includes net
realized currency gains and losses recognized between accrual and payment 
dates.  The Portfolios do not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from
fluctuations arising from changes in market prices of securities held.  Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.

     FORWARD FOREIGN CURRENCY CONTRACTS:  Upon the purchase or sale of a
security denominated in foreign currency the Trust may enter into a forward
currency exchange contract for the purchase or sale, for a fixed amount of U.S.
dollars, of an amount of the foreign currency required to settle the security
transaction in order to hedge against a change in the foreign currency exchange
rate.  Accordingly, the Trust would not realize currency gains or losses between
the trade and settlement dates on such security transactions.  A Portfolio may
engage in position hedging to protect against a decline in value relative to the
U.S. dollar of the currencies in which their portfolio securities are
denominated or quoted.

     The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Trust on each day and the resulting net unrealized
appreciation (depreciation) and related net receivable (payable) amount are
determined by using foreign currency exchange rates supplied by a quotation
service.

     Realized gain (loss) includes net gains or losses realized by the Trust on
contracts which have matured or which the Trust has terminated by entering into
an offsetting closing transaction.

     FORWARD COMMITMENTS:  To secure prices or yields deemed advantageous at a
particular time, each Portfolio of the Trust may enter into a forward commitment
in which a Portfolio agrees on trade date to either make or receive delivery
against payment for securities on a delayed delivery basis.  The price and
interest rate of such securities are fixed at trade date.  For forward
commitment purchases, the Portfolio does not earn interest on such security
until settlement date.

     FEDERAL INCOME TAXES:  Each Portfolio of the Trust is treated as a separate
entity for federal tax purposes.  Each Portfolio of the Trust has qualified and
intends to continue to qualify each year as a "regulated investment company"
under Subchapter M of the Internal Revenue Code, as amended.  By so qualifying,
the Portfolios of the Trust will not be subject to federal income taxes to the
extent that they distribute all of their taxable income, including realized
capital gains, for the fiscal year.  In addition, by distributing during each
calendar year substantially all of their net investment income, capital gains
and certain other amounts, if any, the Portfolios of the Trust will not be
subject to a federal excise tax.

     As of December 31, 1995, the High Income Bond Portfolio has a realized
capital loss carryforward, for Federal income tax purposes, of $757,850
($552,042 expires on December 31, 2002, $205,808 expires on December 31, 2003), 
available to be used to offset future realized capital gains.                


                                       143

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-


     Any net capital losses incurred after October 31, within a Portfolio's tax
year, are deemed to arise on the first day of a Portfolio's next tax year.  The
Portfolios incurred and elected to defer net capital losses as follows,  during
such period in fiscal 1995:              

<TABLE>
<CAPTION>

               PORTFOLIO                     AMOUNT
               ---------                     ------
          <S>                               <C>
          High Income Bond Portfolio        $ 1,794
          World Equity Portfolio             17,911
</TABLE>

     EXPENSES:  Expenses directly attributable to a Portfolio are charged to
that Portfolio.  Expenses not directly attributable to a Portfolio are split
evenly among the affected Portfolios, allocated on the basis of relative average
net assets, or otherwise allocated among the Portfolios as the Trustees may
direct or approve.   

     DIVIDENDS AND DISTRIBUTIONS:  Each of the Portfolios, other than the Cash
Management Portfolio, declares and distributes dividends from net investment
income, if any, and distributes its net realized capital gains, if any, at least
annually.  The Cash Management Portfolio declares daily and pays monthly
dividends from net investment income.  Income and capital gain distributions are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles.  These differences are primarily due
to utilization of capital loss carryovers, differing treatments for foreign
currency transactions and differences in the timing of recognition of certain
capital losses for financial reporting and tax purposes.  Both dividends and
capital gain distributions are made in shares of such Portfolios unless an
election is made on behalf of an Annuity Account to receive dividends and
capital gain distributions in cash.  The Trust made the following
reclassifications as of December 31, 1995:

<TABLE>
<CAPTION>

                                                                 INCREASE        INCREASE/(DECREASE)
                                     INCREASE/(DECREASE)       UNDISTRIBUTED       NET ACCUMULATED 
                                       PAID IN CAPITAL       INVESTMENT INCOME   REALIZED GAIN/(LOSS)
                                     -------------------     -----------------   --------------------
<S>                                  <C>                     <C>                 <C>
Common Stock Portfolio . . . . . . .    $  (139,079)            $  133,033           $    6,046 
High Income Bond Portfolio . . . . .            281                 34,445              (34,726)
Multiple Strategies Portfolio. . . .        (11,822)                20,940               (9,118)
Tilt Utility Portfolio . . . . . . .         14,992                      0              (14,992)
U.S. Government Bond Portfolio . . .          3,467                 51,722              (55,189)
World Equity Portfolio . . . . . . .         14,611                 19,950              (34,561)
Small Cap Portfolio. . . . . . . . .              0                 12,679              (12,679)
Growth & Income Portfolio. . . . . .              0                      1                   (1)

</TABLE>

Net investment income, net realized gains and net assets were not affected by
these changes.

NOTE C -- INVESTMENT ADVISORY AND OTHER RELATED PARTY AGREEMENTS

INVESTMENT ADVISORY AGREEMENT

First Variable Advisory Services Corp. ("FVAS") is the investment adviser to all
Portfolios of the Trust under an investment advisory agreement with the Trust
dated September 22, 1994.  FVAS retained the following sub-advisers at its own
cost and expense pursuant to sub-advisory agreements dated September 22, 1994:
Federated Investment Counseling as sub-adviser to the Cash Management and the
High Income Bond Portfolios, Value Line, Inc. as sub-adviser to the Multiple
Strategies and the Common Stock Portfolios, Strong Capital Management, Inc. as
sub-adviser to the U.S. Government 


                                       144

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-


Bond Portfolio, State Street Bank and Trust Company as sub-adviser to the Tilt
Utility Portfolio, and Keystone Investment Management Company as sub-adviser to
the World Equity Portfolio.  FVAS retained the following sub-advisers at its own
cost and expense pursuant to sub-advisory agreements dated May 1, 1995: Pilgrim
Baxter & Associates, Ltd. as sub-adviser to the Small Cap Portfolio and Warburg,
Pincus Counsellors, Inc. as sub-adviser to the Growth & Income Portfolio.

     FVAS is a Massachusetts corporation which was incorporated on October 8,
1993 and which is registered with the Securities and Exchange Commission as an
investment adviser under the Investment Advisers Act of 1940, as amended.  FVAS
is a wholly-owned subsidiary of First Variable, which is a wholly-owned
subsidiary of   Irish Life of North America, Inc. ("ILoNA"), which is a wholly-
owned subsidiary of Irish Life plc., of Dublin, Ireland.  

     As compensation for all services rendered, facilities provided and expenses
paid or assumed by FVAS under the advisory agreement, the Trust pays
compensation monthly to FVAS at the following annual rates based on the average
daily net assets of each Portfolio taken separately:  0.70% of average daily net
assets for the Common Stock and the Multiple Strategies Portfolios; 0.65% of the
first $100 million of average daily net assets and 0.55% of average daily net
assets in excess of $100 million for the Tilt Utility Portfolio; 0.70% of the
first $40 million of average daily net assets, 0.65% of the next $20 million of
average daily net assets, 0.55% of the next $15 million of average daily net
assets, and 0.50% of average daily net assets in excess of $75 million for the
High Income Bond Portfolio; 0.70% of the first $200 million of  average daily
net assets, 0.625% of the next $300 million of average daily net assets, and
0.50% of average daily net assets in excess of $500 million for the World Equity
Portfolio; 0.60% of the first $200 million of average daily net assets and 0.50%
of average daily net assets in excess of $200 million for the U.S. Government
Bond Portfolio; 0.50% of the first $70 million of average daily net assets and
0.45% of average daily net assets in excess of $70 million for the Cash
Management Portfolio; 0.85% of average daily net assets for the Small Cap
Portfolio; and, 0.75% of average daily net assets for the Growth & Income
Portfolio.

LIMITATIONS

     First Variable has agreed to reduce its compensation for certain services
to the Trust (and, if necessary, bear certain expenses of each of the
Portfolios) through April 1, 1996 with respect to each of the Portfolios to the
extent that Portfolio expenses, other than FVAS's compensation, exceed the
annual rate of 0.50% of a Portfolio's average daily net assets (0.25% in the
case of the Cash Management Portfolio and the U.S. Government Bond Portfolio).

EXPENSE REDUCTIONS

     State Street Bank and Trust Company, the Trust's custodian, has agreed to
compensate the Portfolios and decrease the Trust's custodian expenses for cash
balances left uninvested in each of the Portfolios.  For the period ended
December 31, 1995, the Trust's expenses were reduced by $7,314.

TRUSTEES' COMPENSATION

     Trustees' fees of $8,000 per year, plus $1,500 per meeting of the Board of
Trustees and $750 for each Audit Committee meeting attended (if held on a day
other than when a Board of Trustees meeting is held), are paid by the Trust to
each Trustee who is not an interested person of the Trust, First Variable,
ILoNA, MLIC or FVAS.  No remuneration is paid by the Trust to any Trustee or
officer of the Trust who is affiliated with First Variable, ILoNA, MLIC or FVAS.

NOTE D -- INVESTMENT TRANSACTIONS

     Purchases and proceeds from sales and maturities of investments, excluding
short-term securities for each Portfolio other than the Cash Management
Portfolio, for the period ended December 31, 1995 were as follows:


                                       145

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-


<TABLE>
<CAPTION>

                                          NON-                           NON-
                                       GOVERNMENT     GOVERNMENT     GOVERNMENT      GOVERNMENT
                                       PURCHASES      PURCHASES         SALES          SALES
                                      ------------    -----------   ------------     -----------
<S>                                   <C>             <C>           <C>              <C>
Cash Management Portfolio. . . . .    $432,892,962    $10,396,050   $432,191,132     $9,400,000
Common Stock Portfolio . . . . . .      58,510,324              0     57,016,729              0
High Income Bond Portfolio . . . .       7,322,323              0      6,618,927              0
Multiple Strategies Portfolio. . .      31,489,876      2,523,203     31,239,205      3,110,219
Tilt Utility Portfolio . . . . . .       6,774,768              0      6,697,168              0
U.S. Government Bond Portfolio . .       6,283,109     24,097,112      8,030,679     27,589,903
World Equity Portfolio . . . . . .      15,658,383              0     13,062,176              0
Small Cap Portfolio. . . . . . . .       4,167,474              0      1,652,932              0
Growth & Income Portfolio. . . . .       2,760,933         62,059        375,303         59,559
</TABLE>

The identified cost for federal income tax purposes of investments owned by each
Portfolio (including earned discount on corporate short-term notes and
commercial paper) and their respective gross unrealized appreciation and
depreciation at December 31, 1995 were as follows:

<TABLE>
<CAPTION>

                                                             GROSS UNREALIZED              NET UNREALIZED
                                    IDENTIFIED COST   APPRECIATION  (DEPRECIATION)  APPRECIATION/(DEPRECIATION)
                                    ---------------   ------------  --------------  ---------------------------
<S>                                 <C>               <C>           <C>             <C>
Cash Management Portfolio. . . . .     $10,213,661     $        0     $       0           $        0
Common Stock Portfolio . . . . . .      36,043,844      8,197,998      (733,322)           7,464,676
High Income Bond Portfolio . . . .       8,541,588        374,085      (326,505)              47,580
Multiple Strategies Portfolio. . .      22,782,612      4,025,152      (323,876)           3,701,276
Tilt Utility Portfolio . . . . . .      13,176,577      2,817,862       (36,600)           2,781,262
U.S. Government Bond Portfolio . .      11,003,509        496,032        (2,368)             493,664
World Equity Portfolio . . . . . .      14,794,236      3,692,306      (431,520)           3,260,786
Small Cap Portfolio  . . . . . . .       3,193,109        562,886      (151,539)             411,347
Growth & Income Portfolio  . . . .       3,256,667        228,731      (134,870)              93,861
 
</TABLE>

NOTE E -- TRUST SHARE TRANSACTIONS

<TABLE>
<CAPTION>


                                                   YEAR ENDED                     YEAR ENDED
                                                DECEMBER 31, 1995              DECEMBER 31, 1994
                                          ---------------------------    ---------------------------
                                             SHARES         AMOUNT          SHARES         AMOUNT
                                          ------------   ------------    ------------   ------------
<S>                                       <C>            <C>             <C>            <C>
CASH MANAGEMENT PORTFOLIO
  Shares sold. . . . . . . . . . . . . .    20,464,576   $ 20,464,576      25,982,539   $ 25,982,539 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .       522,595        522,595         484,179        484,179 
                                          ------------   ------------    ------------   ------------
                                            20,987,171     20,987,171      26,466,718     26,466,718 
  Shares repurchased . . . . . . . . . .   (19,089,805)   (19,089,805)    (27,349,843)   (27,349,843)
                                          ------------   ------------    ------------   ------------
  Net increase (decrease)  . . . . . . .     1,897,366   $  1,897,366        (883,125)  $   (883,125)
                                          ------------   ------------    ------------   ------------
                                          ------------   ------------    ------------   ------------



                                       146

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-



<CAPTION>

                                                    YEAR ENDED                    YEAR ENDED
                                                DECEMBER 31, 1995             DECEMBER 31, 1994
                                          ---------------------------    -------------------------
                                              SHARES         AMOUNT         SHARES         AMOUNT
                                          ------------   ------------    ------------   ------------
<S>                                       <C>            <C>             <C>            <C>
COMMON STOCK PORTFOLIO
  Shares sold  . . . . . . . . . . . . .       363,229   $  8,619,361        262,854    $  5,195,828 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .        98,408      2,531,806         13,273         265,857 
                                          ------------   ------------    -----------    ------------
                                               461,637     11,151,167        276,127       5,461,685 
  Shares repurchased . . . . . . . . . .      (338,854)    (8,094,887)      (825,476)    (16,319,925)
                                          ------------   ------------    -----------    ------------
  Net increase (decrease)  . . . . . . .       122,783   $  3,056,280       (549,349)   $(10,858,240)
                                          ------------   ------------    -----------    ------------
                                          ------------   ------------    -----------    ------------

HIGH INCOME BOND PORTFOLIO
  Shares sold. . . . . . . . . . . . . .       685,858   $  6,023,295      1,118,872    $ 10,391,147 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .        90,256        774,223        116,951         920,490 
                                          ------------   ------------    -----------    ------------
                                               776,114      6,797,518      1,235,823      11,311,637 
  Shares repurchased . . . . . . . . . .      (737,813)    (6,468,405)    (1,747,524)    (16,437,338)
                                          ------------   ------------    -----------    ------------
  Net increase (decrease)  . . . . . . .        38,301   $    329,113       (511,701)   $ (5,125,701)
                                          ------------   ------------    -----------    ------------
                                          ------------   ------------    -----------    ------------

MULTIPLE STRATEGIES PORTFOLIO
  Shares sold. . . . . . . . . . . . . .       407,094   $  4,796,839        614,383    $  6,597,428 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .       199,328      2,386,073        257,485       2,582,947 
                                          ------------   ------------    -----------    ------------
                                               606,422      7,182,912        871,868       9,180,375 
  Shares repurchased . . . . . . . . . .      (526,172)    (6,071,175)      (774,529)     (8,935,211)
                                          ------------   ------------    -----------    ------------
  Net increase . . . . . . . . . . . . .        80,250   $  1,111,737         97,339    $    245,164 
                                          ------------   ------------    -----------    ------------
                                          ------------   ------------    -----------    ------------

TILT UTILITY PORTFOLIO 
  Shares sold. . . . . . . . . . . . . .       345,562   $  4,803,339        211,964    $  3,164,408 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .        49,831        767,641        147,298       1,841,126 
                                          ------------   ------------    -----------    ------------
                                               395,393      5,570,980        359,262       5,005,534 
  Shares repurchased . . . . . . . . . .      (370,564)    (5,170,457)      (405,142)     (5,988,817)
                                          ------------   ------------    -----------    ------------
  Net increase (decrease)  . . . . . . .        24,829   $    400,523        (45,880)   $   (983,283)
                                          ------------   ------------    -----------    ------------
                                          ------------   ------------    -----------    ------------

U.S. GOVERNMENT BOND PORTFOLIO
  Shares sold. . . . . . . . . . . . . .       252,791   $  2,717,003        382,993    $  4,069,637 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .       110,604      1,158,024        129,993       1,264,203 
                                          ------------   ------------    -----------    ------------
                                               363,395      3,875,027        512,986       5,333,840 
  Shares repurchased . . . . . . . . . .      (744,322)    (7,821,338)      (922,528)     (9,842,497)
                                          ------------   ------------    -----------    ------------
  Net (decrease) . . . . . . . . . . . .      (380,927)  $ (3,946,311)      (409,542)   $ (4,508,657)
                                          ------------   ------------    -----------    ------------
                                          ------------   ------------    -----------    ------------

WORLD EQUITY PORTFOLIO
  Shares sold. . . . . . . . . . . . . .       659,927   $  8,568,833        600,970    $  7,167,528 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .        72,816      1,008,027         55,538         648,984 
                                          ------------   ------------    -----------    ------------
                                               732,743      9,576,860        656,508       7,816,512 
  Shares repurchased . . . . . . . . . .      (395,278)    (5,263,491)      (755,796)     (8,961,157)
                                          ------------   ------------    -----------    ------------
  Net increase (decrease)  . . . . . . .       337,465   $  4,313,369        (99,288)   $ (1,144,645)
                                          ------------   ------------    -----------    ------------
                                          ------------   ------------    -----------    ------------

</TABLE>


                                       147

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                                    PERIOD FROM
                                                  MAY 4, 1995 TO
                                                 DECEMBER 31, 1995
                                             ------------------------
                                               SHARES         AMOUNT
                                             --------      ----------
<S>                                          <C>           <C>
SMALL CAP PORTFOLIO
  Shares sold  . . . . . . . . . . . . .      504,211      $5,867,210 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .        7,913          98,802 
                                             --------      ----------
                                              512,124       5,966,012 
  Shares repurchased . . . . . . . . . .     (210,400)     (2,604,343)
                                             --------      ----------
  Net increase . . . . . . . . . . . . .      301,724      $3,361,669 
                                             --------      ----------
                                             --------      ----------
</TABLE>

<TABLE>
<CAPTION>
                                                    PERIOD FROM
                                                  MAY 31, 1995 TO
                                                 DECEMBER 31, 1995
                                             ------------------------
<S>                                          <C>           <C>
GROWTH & INCOME PORTFOLIO
  Shares sold  . . . . . . . . . . . . .      357,601      $3,877,668 
  Shares issued to shareholders in
    reinvestment . . . . . . . . . . . .        3,645          40,731 
                                             --------      ----------
                                              361,246       3,918,399 
  Shares repurchased . . . . . . . . . .      (62,718)       (693,146)
                                             --------      ----------
  Net increase . . . . . . . . . . . . .      298,528      $3,225,253 
                                             --------      ----------
                                             --------      ----------

</TABLE>


NOTE F -- FORWARD FOREIGN CURRENCY CONTRACT

     As of December 31, 1995 the World Equity Portfolio had open twelve forward
foreign currency contracts which contractually obligates the Portfolio to
deliver currencies at a specified date, as follows:


<TABLE>
<CAPTION>

                                                                                        NET UNREALIZED
         CURRENCY SOLD               SETTLEMENT DATE       COST          VALUE    APPRECIATION/(DEPRECIATION)
         -------------               ---------------       ----          -----    ---------------------------
<S>           <C>                    <C>               <C>            <C>         <C>
     348,946  Australian Dollars         01/05/96      $  259,269     $  266,386          $ 7,117 
   2,993,120  Belgian Francs             02/20/96         101,984        104,000            2,016 
     794,502  Canadian Dollars           01/25/96         581,812        574,000           (7,812)
     358,394  French Francs              02/05/96          73,241         73,000             (241)
      32,225  German Marks               02/20/96          22,524         23,000              476 
 220,636,350  Japanese Yen               03/29/96       2,164,640      2,175,000           10,360 
  80,400,000  Italian Lira               02/20/96          50,280         50,000             (280)
      73,682  Netherland Guilder         02/20/96          46,056         47,000              944 
      77,126  Pound Sterling             02/20/96         119,625        120,000              375 
   2,708,420  Spanish Peseta             02/13/96          22,225         22,000             (225)
   1,514,907  Swedish Krona              03/28/96         226,567        227,000              433 
      72,102  Swiss Francs               02/20/96          62,843         64,000            1,157 
                                                                                          ------- 
                                                                                          $14,320 
                                                                                          ------- 
                                                                                          ------- 
</TABLE>


                                       148


<PAGE>







                  This page has been left blank intentionally.





                                      149



<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                            CASH MANAGEMENT PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   --------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992           1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $  1.000       $  1.000       $  1.000       $  1.000       $  1.000 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income  . . . . . . . . . .          0.052          0.036          0.024          0.032          0.055 
  Net Realized and Unrealized Gain 
   (Loss) on Investments . . . . . . . . . .          0.000          0.000          0.000          0.000          0.000 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          0.052          0.036          0.024          0.032          0.055 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS:
  From Net Investment Income . . . . . . . .         (0.052)        (0.036)        (0.024)        (0.032)        (0.055)
  From Net Realized Capital Gains. . . . . .         (0.000)        (0.000)        (0.000)        (0.000)        (0.000)
                                                   --------       --------       --------       --------       --------
  Total Distributions. . . . . . . . . . . .         (0.052)        (0.036)        (0.024)        (0.032)        (0.055)
                                                   --------       --------       --------       --------       --------

   NET ASSET VALUE AT END OF PERIOD. . . . .       $  1.000       $  1.000       $  1.000       $  1.000       $  1.000 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3) . . . . . . . . . . . .          5.43%          3.68%          2.46%          3.22%          5.64% 
RATIOS & SUPPLEMENTAL DATA
  Net Assets at End of Period (000's). . . .       $ 10,096       $  8,198       $  9,081       $ 18,405       $ 21,594 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          0.75%          0.75%          0.75%          0.75%          0.75% 
  Ratio of Operating Expenses to
    Average Net Assets before Expense 
    Reductions (5) . . . . . . . . . . . . .          0.75%            -              -              -              -   
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          5.30%          3.64%          2.46%          3.20%          5.59% 

</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 1.72%; 1994 - 1.46%; 1993 - 1.46%; 
     1992 - 1.13%; 1991 - 0.85%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       150

<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             COMMON STOCK PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-


<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   -------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992           1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $ 20.056       $ 20.390       $ 20.454       $ 26.290       $ 21.250 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income. . . . . . . . . . .          0.007          0.173          0.468          0.254          0.571 
  Net Realized and Unrealized Gain 
    (Loss) on Investments. . . . . . . . . .          7.419         (0.335)         1.401         (2.256)         6.727 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          7.426         (0.162)         1.869         (2.002)         7.298 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS:
  From Net Investment Income . . . . . . . .         (0.173)        (0.086)        (0.436)        (0.254)        (0.571)
  In Excess of Net Investment Income . . . .         (0.000)        (0.000)        (0.373)        (0.000)        (0.000)
  From Net Realized Capital Gains. . . . . .         (1.443)        (0.086)        (1.124)        (3.580)        (1.687)
                                                   --------       --------       --------       --------       --------
  Total Distributions. . . . . . . . . . . .         (1.616)        (0.172)        (1.933)        (3.834)        (2.258)
                                                   --------       --------       --------       --------       --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $ 25.866       $ 20.056       $ 20.390       $ 20.454       $ 26.290 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3) . . . . . . . . . . . .         37.12%        (0.79)%          9.09%        (7.59)%         34.37% 
RATIOS & SUPPLEMENTAL DATA
  Net Assets at End of Period (000's). . . .       $ 42,919       $ 30,815       $ 42,530       $ 52,538       $ 54,877 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          1.17%          1.20%          1.20%          1.16%          0.99% 
  Ratio of Operating Expenses to
    Average Net Assets before Expense
    Reductions (5) . . . . . . . . . . . . .          1.17%            -              -              -              -   
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          0.01%          0.78%          1.74%          1.06%          2.12% 
  Portfolio Turnover Rate. . . . . . . . . .        166.87%        155.12%          6.05%        133.30%         69.04% 
</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 1.19%; 1994 - 1.33%; 1993 - 1.21%; 
     1992 - 1.16%; 1991 - 1.00%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       151
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                           HIGH INCOME BOND PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   --------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992            1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $  7.914       $  9.704       $  9.492       $  9.187       $  7.911 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income. . . . . . . . . . .          0.779          1.018          0.848          0.972          0.878 
  Net Realized and Unrealized Gain 
    (Loss) on Investments. . . . . . . . . .          0.717         (1.711)         0.567          0.481          1.258 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          1.496         (0.693)         1.415          1.453          2.136 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS: 
  From Net Investment Income . . . . . . . .         (0.779)        (1.005)        (0.849)        (0.975)        (0.860)
  In Excess of Net Investment Income . . . .         (0.042)        (0.006)        (0.000)        (0.000)        (0.000)
  From Net Realized Capital Gains. . . . . .         (0.000)        (0.075)        (0.354)        (0.173)        (0.000)
  In Excess of Net Realized Capital Gains. .         (0.000)        (0.011)        (0.000)        (0.000)        (0.000)
                                                   --------       --------       --------       --------       --------
  Total Distributions. . . . . . . . . . . .         (0.821)        (1.097)        (1.203)        (1.148)        (0.860)
                                                   --------       --------       --------       --------       --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $  8.589       $  7.914       $  9.704       $  9.492       $  9.187 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3) . . . . . . . . . . . .         18.98%        (7.08)%         14.91%         15.77%         27.01% 
RATIOS & SUPPLEMENTAL DATA
  Net Assets at End of Period (000's). . . .       $  8,764       $  7,771       $ 14,496       $ 12,448       $  8,386 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          1.20%          1.20%          1.20%          1.20%          1.13% 
  Ratio of Operating Expenses to
    Average Net Assets before Expense
    Reductions (5) . . . . . . . . . . . . .          1.21%            -              -              -              -   
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          8.62%          8.70%          8.04%          9.70%         10.54% 
  Portfolio Turnover Rate. . . . . . . . . .         82.15%        200.19%         90.82%        166.27%         41.14% 
</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 2.04%; 1994 - 2.03%; 1993 - 1.59%; 
     1992 - 1.68%; 1991 - 2.15%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       152
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                          MULTIPLE STRATEGIES PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-


<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   --------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992           1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $ 10.022       $ 12.182       $ 11.785       $ 12.515       $ 10.790 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income. . . . . . . . . . .          0.137          0.236          0.424          0.499          0.536 
  Net Realized and Unrealized Gain 
    (Loss) on Investments. . . . . . . . . .          3.086         (0.711)         0.835         (0.060)         1.989 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          3.223         (0.475)         1.259          0.439          2.525 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS:
  From Net Investment Income . . . . . . . .         (0.136)        (0.235)        (0.424)        (0.506)        (0.526)
  In Excess of Net Investment Income . . . .         (0.000)        (0.008)        (0.000)        (0.000)        (0.000)
  From Net Realized Capital Gains. . . . . .         (1.066)        (1.418)        (0.438)        (0.663)        (0.274)
  In Excess of Net Realized Capital Gains. .         (0.000)        (0.024)        (0.000)        (0.000)        (0.000)
                                                   --------       --------       --------       --------       --------
  Total Distributions  . . . . . . . . . . .         (1.202)        (1.685)        (0.862)        (1.169)        (0.800)
                                                   --------       --------       --------       --------       --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $ 12.043       $ 10.022       $ 12.182       $ 11.785       $ 12.515 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3) . . . . . . . . . . . .         32.24%        (3.91)%         10.52%          3.62%         23.43% 
RATIOS & SUPPLEMENTAL DATA
  Net Assets at End of Period (000's). . . .       $ 26,380       $ 21,150       $ 24,522       $ 26,012       $ 26,916 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          1.20%          1.20%          1.20%          1.20%          1.11% 
  Ratio of Operating Expenses to
    Average Net Assets before Expense
    Reductions (5) . . . . . . . . . . . . .          1.20%            -              -              -              -   
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          1.14%          1.74%          3.20%          3.73%          4.49% 
  Portfolio Turnover Rate. . . . . . . . . .        161.10%        153.64%         25.57%         52.11%         61.17% 
</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 1.33%; 1994 - 1.48%; 1993 - 1.35%; 
     1992 - 1.24%; 1991 - 1.22%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       153
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             TILT UTILITY PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   --------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992           1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $ 12.372       $ 14.650       $ 13.891       $ 14.057       $ 12.183 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income. . . . . . . . . . .          0.559          0.521          0.314          0.326          0.477 
  Net Realized and Unrealized Gain 
    (Loss) on Investments  . . . . . . . . .          3.560         (0.651)         2.171         (0.168)         3.140 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          4.119         (0.130)         2.485          0.158          3.617 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS:
  From Net Investment Income . . . . . . . .         (0.494)        (0.521)        (0.296)        (0.324)        (0.475)
  In Excess of Net Investment Income . . . .         (0.000)        (0.000)        (0.170)        (0.000)        (0.000)
  From Net Realized Capital Gains. . . . . .         (0.293)        (1.627)        (1.260)        (0.000)        (1.268)
                                                   --------       --------       --------       --------       --------
  Total Distributions. . . . . . . . . . . .         (0.787)        (2.148)        (1.726)        (0.324)        (1.743)
                                                   --------       --------       --------       --------       --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $ 15.704       $ 12.372       $ 14.650       $ 13.891       $ 14.057 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3) . . . . . . . . . . . .         33.45%        (1.05)%         17.87%          1.12%         29.79% 
RATIOS & SUPPLEMENTAL DATA
  Net Assets at End of Period (000's). . . .       $ 16,018       $ 12,312       $ 15,251       $ 12,693       $ 11,156 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          1.15%          1.16%          1.20%          1.20%          1.12% 
  Ratio of Operating Expenses to
    Average Net Assets before Expense
    Reductions (5) . . . . . . . . . . . . .          1.17%            -              -              -              -   
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          3.89%          3.16%          1.85%          2.49%          3.54% 
  Portfolio Turnover Rate  . . . . . . . . .         48.20%        193.40%        109.57%        308.39%        113.97% 
</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 1.51%; 1994 - 1.60%; 1993 - 1.59%; 
     1992 - 1.64%; 1991 - 1.74%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       154
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                         U.S. GOVERNMENT BOND PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   --------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992           1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $  9.718       $ 10.923       $ 10.659       $ 11.372       $ 10.610 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income  . . . . . . . . . .          0.765          0.690          0.674          0.886          0.628 
  Net Realized and Unrealized Gain 
    (Loss) on Investments  . . . . . . . . .          1.191         (0.986)         0.328         (0.187)         0.929 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          1.956         (0.296)         1.002          0.699          1.557 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS:
  From Net Investment Income . . . . . . . .         (0.765)        (0.690)        (0.673)        (0.887)        (0.614)
  In Excess of Net Investment Income . . . .         (0.045)        (0.000)        (0.000)        (0.000)        (0.000)
  From Net Realized Capital Gains  . . . . .         (0.354)        (0.105)        (0.062)        (0.525)        (0.181)
  In Excess of Net Realized Capital Gains  .         (0.000)        (0.112)        (0.000)        (0.000)        (0.000)
  Tax Return of Capital  . . . . . . . . . .         (0.000)        (0.002)        (0.003)        (0.000)        (0.000)
                                                   --------       --------       --------       --------       --------
  Total Distributions  . . . . . . . . . . .         (1.164)        (0.909)        (0.738)        (1.412)        (0.795)
                                                   --------       --------       --------       --------       --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $ 10.510       $  9.718       $ 10.923       $ 10.659       $ 11.372 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3)
RATIOS & SUPPLEMENTAL DATA . . . . . . . . .         20.18%         (2.72)%         9.38%          6.13%         14.70% 
  Net Assets at End of Period (000's)  . . .       $ 11,618       $ 14,444       $ 20,710       $ 24,280       $ 35,544 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          0.85%          0.85%          0.85%          0.85%           0.85%
  Ratio of Operating Expenses to
    Average Net Assets before Expense
    Reductions (5) . . . . . . . . . . . . .          0.85%            -              -              -               -  
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          6.18%          5.65%          5.20%          6.41%          7.15% 
  Portfolio Turnover Rate  . . . . . . . . .        252.94%        289.71%         27.84%        133.86%        125.90% 
</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 1.59%; 1994 - 1.45%; 1993 - 1.30%; 
     1992 - 1.17%; 1991 - 1.04%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       155
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                             WORLD EQUITY PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                   --------------------------------------------------------------------
                                                     1995          1994 (1)        1993           1992           1991
                                                   --------       --------       --------       --------       --------
<S>                                                <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $ 11.752       $ 11.348       $ 10.177       $ 10.377       $  9.734 
INCOME FROM INVESTMENT OPERATIONS:
  Net Investment Income  . . . . . . . . . .          0.014          0.013          0.086          0.128          0.154 
  Net Realized and Unrealized Gain 
    (Loss) on Investments  . . . . . . . . .          2.872          1.119          1.679         (0.319)         0.645 
                                                   --------       --------       --------       --------       --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          2.886          1.132          1.765         (0.191)         0.799 
                                                   --------       --------       --------       --------       --------
LESS DISTRIBUTIONS:
  From Net Investment Income . . . . . . . .         (0.000)        (0.023)        (0.091)        (0.009)        (0.156)
  In Excess of Net Investment Income . . . .         (0.000)        (0.000)        (0.007)        (0.000)        (0.000)
  From Net Realized Capital Gains  . . . . .         (0.815)        (0.698)        (0.496)        (0.000)        (0.000)
  In Excess of Net Realized Capital Gains  .         (0.000)        (0.007)        (0.000)        (0.000)        (0.000)
                                                   --------       --------       --------       --------       --------
  Total Distributions  . . . . . . . . . . .         (0.815)        (0.728)        (0.594)        (0.009)        (0.156)
                                                   --------       --------       --------       --------       --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $ 13.823       $ 11.752       $ 11.348       $ 10.177       $ 10.377 
                                                   --------       --------       --------       --------       --------
                                                   --------       --------       --------       --------       --------

TOTAL RETURN (2) (3) . . . . . . . . . . . .         24.32%         10.02%         17.32%         (1.83)%         8.22% 
RATIOS & SUPPLEMENTAL DATA
  Net Assets at End of Period (000's)  . . .       $ 18,191       $ 11,500       $ 12,230       $  9,280       $  8,304 
  Ratio of Net Operating Expenses to
    Average Net Assets (4) . . . . . . . . .          1.20%          1.20%          1.20%          1.20%          1.11% 
  Ratio of Operating Expenses to
    Average Net Assets before Expense
    Reductions(5)  . . . . . . . . . . . . .          1.20%            -              -              -              -   
  Ratio of Net Investment Income to
    Average Net Assets . . . . . . . . . . .          0.12%          0.16%          0.92%          1.34%          1.40% 
  Portfolio Turnover Rate  . . . . . . . . .         97.85%        110.12%         78.50%        103.43%         79.97% 
</TABLE>

(1)  On April 1, 1994, FVAS became investment adviser. Prior to that date,
     results were achieved by former investment advisers.
(2)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(3)  The performance of the Portfolio shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(4)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates in 1995 and waiver of business management fee and payment or
     reimbursement of certain other expenses by affiliates in 1994, 1993, 1992
     and 1991. (See Note C to the Trust's financial statements.) Had affiliates
     not undertaken to waive their fees and/or pay or reimburse expenses related
     to the Portfolio, the Ratio of Operating Expenses to Average Net Assets
     would have been as follows: 1995 - 1.67%; 1994 - 2.22%; 1993 - 1.79%; 
     1992 - 2.26%; 1991 - 2.93%.
(5)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       156
<PAGE>

                         VARIABLE INVESTORS SERIES TRUST
                    SMALL CAP AND GROWTH & INCOME PORTFOLIOS
                              FINANCIAL HIGHLIGHTS
                 (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
                                   -CONTINUED-

<TABLE>
<CAPTION>

                                             SMALL CAP PORTFOLIO      GROWTH & INCOME PORTFOLIO 
                                                 PERIOD ENDED                PERIOD ENDED
                                            DECEMBER 31, 1995 (1)       DECEMBER 31, 1995 (2)
                                            ---------------------       ---------------------
<S>                                         <C>                       <C>
NET ASSET VALUE AT BEGINNING OF PERIOD . . .       $ 10.000                   $ 10.000
INCOME FROM INVESTMENT OPERATIONS:
    Net Investment Income (Loss) . . . . . .         (0.042)                     0.045
    Net Realized and Unrealized Gain 
      (Loss) on Investments. . . . . . . . .          3.047                      1.266
                                                   --------                   --------
TOTAL FROM INVESTMENT OPERATIONS . . . . . .          3.005                      1.311
                                                   --------                   --------
LESS DISTRIBUTIONS:
    From Net Investment Income . . . . . . .         (0.000)                    (0.045)
    From Net Realized Capital Gains. . . . .         (0.367)                    (0.095)
                                                   --------                   --------
    Total Distributions. . . . . . . . . . .         (0.367)                    (0.140)
                                                   --------                   --------

NET ASSET VALUE AT END OF PERIOD . . . . . .       $ 12.638                   $ 11.171
                                                   --------                   --------
                                                   --------                   --------

TOTAL RETURN (3) (4) . . . . . . . . . . . .         30.08% (5)                 13.09% (5)
RATIOS & SUPPLEMENTAL DATA
    Net Assets at End of Period (000's). . .       $  3,813                   $  3,335
    Ratio of Net Operating Expenses to
      Average Net Assets (6) . . . . . . . .          1.35% (7)                  1.25% (7)
    Ratio of Operating Expenses to
      Average Net Assets before Expense
      Reductions (8) . . . . . . . . . . . .          1.38% (7)                  1.49% (7)
    Ratio of Net Investment Income (Loss)
      to Average Net Assets . . . . . . . .         (0.79)% (7)                  1.17% (7)
    Portfolio Turnover Rate. . . . . . . . .         73.76% (5)                 33.49% (5)
</TABLE>

(1)  From commencement of operations May 4, 1995. 
(2)  From commencement of operations May 31, 1995. 
(3)  Total returns would have been lower had certain expenses not been borne by
     the adviser or its affiliates.
(4)  The performance of the Portfolios shown on this page does not reflect
     expenses and charges of the applicable separate accounts and variable
     products, all of which vary to a considerable extent and are described in
     your product's prospectus.
(5)  Not annualized.
(6)  Net Investment Income is after payment or reimbursement of certain expenses
     by affiliates. (See Note C to the Trust's financial statements.) Had
     affiliates not undertaken to pay or reimburse expenses related to the
     Portfolios, the Ratio of Operating Expenses to Average Net Assets would
     have been reduced as follows: Small Cap Portfolio - 9.00%; Growth & Income
     Portfolio - 7.27%, respectively.
(7)  Annualized.
(8)  For fiscal years ending after September 1, 1995, the Portfolio is required
     to calculate an expense ratio without expense reductions.


                                       157

<PAGE>


                      PRINCIPAL OFFICERS AND TRUSTEES OF

                       VARIABLE INVESTORS SERIES TRUST


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



                           Norman A. Fair, Trustee
                          Wesley E. Horton, Trustee
                          W. Lawrence Howe, Trustee
                           Laird E. Wiggin, Trustee
                        Stephan M. Largent, President
                   Mark E. Reynolds, Treasurer and Trustee
                         Arnold R. Bergman, Secretary


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



                              INVESTMENT ADVISER
                    FIRST VARIABLE ADVISORY SERVICES CORP.


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


- ------------------------------------------------------------------------------
The   information   contained   in  this  report  is   intended   for  general
informational  purposes only.  This report is not authorized for  distribution
to prospective  investors  unless preceded or accompanied by current Trust and
Separate Account prospectuses which contain important  information  concerning
the Trust,  the Company,  and its current public offering of variable  annuity
contracts.
- ------------------------------------------------------------------------------

                                      158
<PAGE>



                                     PART C


                                      159
<PAGE>

                                  FORM N-1A
                                    PART C

   
OTHER INFORMATION
Item 24.  Financial Statements and Exhibits
     (a) Index to Financial  Statements and Supporting  Schedules:  *Financial
      Statements dated December 31, 1995 of:

         (i) Cash Management Portfolio
         (ii) U.S. Government Bond Portfolio
         (iii) High Income Bond Portfolio
         (iv) Multiple Strategies Portfolio
         (v) Common Stock Portfolio
         (vi) World Equity Portfolio
         (vii) Tilt Utility Portfolio
         (viii) Small Cap Portfolio
         (ix) Growth & Income Portfolio
         *Included in Part B of this Registration Statement
    


(b)   Exhibits

         1. Agreement and Declaration of Trust --incorporated by reference to
            the Registrant's initial Registration Statement on Form N-1A (File
            No. 33-11182)

         2. By-Laws, as amended to March 19, 1987 --incorporated by reference
            to Pre-Effective Amendment No. 1 to theRegistrant's Registration
            Statement on Form N-1A (File No. 33- 11182)

         3. Not applicable

         4. Not applicable

         5. (a) Form of Investment Advisory Agreement between First Variable
                Advisory Services Corp. and the Regis-trant -- incorporated by
                reference to Post- EffectiveAmendment No. 13 to the Registrant's
                RegistrationStatement on Form N-1A (File No. 33-11182), as filed
                on September 1, 1994.

   
            (b) Form of Addendum to Investment Advisory Agreementbetween First
                Variable Advisory Services Corp. andthe Registrant incorporated
                by reference to Post-Effective Amendment No. 15 to the
                Registrant's Registration Statement on Form N-1A (File No.
                33-11182), as filed on April 28, 1995.

            (c) Form of Sub-Advisory Agreements between the Sub-Advisers and the
                Registrant incorporated by referenceto Post-Effective Amendment
                No. 15 to the Registrant's Registration Statement on Form N-1A
                (File No. 33-11182), as filed on April 28, 1995.
    

         6. Not applicable

         7. Not applicable

                                      160
<PAGE>

         8. Form of Custodian Agreement between the Registrant and State Street
            Bank and Trust Company -- incorporated byreference to Post-Effective
            Amendment No. 11 to the Registrant's Registration Statement on Form
            N-1A (FileNo. 33-11182), as filed on February 2, 1994

         9. (a) Reimbursement Agreement between the Registrant and First
                Variable Life Insurance Company dated April 30,1993 -- 
                incorporated by reference to Post-Effective Amendment No. 11 to 
                the Registrant's Registration Statement on Form N-1A (File No. 
                33-11182), as filed on February 2, 1994

            (b) Form of Transfer Agency and Service Agreement between the
                Registrant and State Street Bank and Trust Company --
                incorporated by reference to Post-Effective Amendment No. 11 to
                the Registrant's Registration Statement on Form N-1A (File No.
                33-11182), as filed on February 2, 1994

            (c) Form of Subadministration Agreement for Reporting and Accounting
                Services between the Registrant and State Street Bank and Trust
                Company -- incorporated by reference to Post-Effective Amendment
                No. 11 to the Registrant's Registration Statement on Form N-1A
                (FileNo. 33-11182), as filed on February 2, 1994

            (d) Expense Reimbursement Agreement -- incorporated by reference to
                Post-Effective Amendment No. 13 to the Registrant's Registration
                Statement on Form N-1A (File No. 33-11182), as filed on
                September 1, 1994.

         10. Opinion of Blazzard, Grodd & Hasenauer, P.C. -- incorporated by
             reference to Post-Effective Amendment No. 12 to the Registrant's
             Registration Statement on Form N-1A (File No. 33- 11182), as filed
             on April 11, 1994.

         11. (a) Consent of Ernst & Young LLP

             (b) Consent of Price Waterhouse LLP

         12. Not applicable

         13. Not applicable

         14. Not applicable

         15. Not applicable

         16. Schedule of computation of performance information

         27. Financial Data Schedules

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

None.

Item 26.  Number of Holders of Securities

   
As of April 1, 1996, all of the shares of each of the Portfolios then operating
were owned by First Variable Life Insurance Company and Monarch Life Insurance
Company pursuant to variable annuity contracts issued to contract owners of
First Variable Annuity Fund A, First Variable Annuity Fund E, First Variable
Annuity Fund M, Monarch Life Insurance Company Separate Account VA and Monarch
Life Insurance Company Separate Account VA-3.
    

                                      161
<PAGE>

Item 27.  Indemnification
The information required by this item is incorporated by reference to the
Registrant's initial Registration Statement on Form N-1A (File No. 33-11182).

Item 28. Business and Other Connections of Investment Adviser First Variable
Advisory Services Corp. ("Adviser") is the investment adviser to the Registrant.
Adviser is a wholly-owned subsidiary of First Variable Life Insurance Company
("First Variable Life"), which is a wholly-owned subsidiary of Irish Life of
North America, Inc. ("ILoNA"). ILoNA is a wholly-owned subsidiary of Irish Life
plc.

There is set forth below information as to any other business, vocation, or
employment of a substantial nature in which each director or officer of the
Registrant's investment adviser is, or at any time during the past two fiscal
years has been, engaged for his or her own account or in the capacity of
director, officer, employee, partner, or trustee. 


   
Name                          Business and other connections
Stephan M. Largent,           President, First Variable Life (since
President and Director        April, 1995), prior thereto, President,
                              ING America Equities, Inc.

Mark E. Reynolds,             Treasurer and Trustee of Variable Investors
Treasurer, Chief Financial    Series Trust since 1993; Vice President of 
Officer, and Director         First Variable Life since October, 1993.

Norman A. Fair,               Senior Vice President and Chief Financial
                              Officer of Interstate Director Assurance
                              Company since 1988.

Martin Sheerin,               Vice President and Chief Actuary of First 
Director                      Variable Life since October, 1994; prior 
                              thereto, Vice President of Irish Life of North
                              America, Inc., Assistant Vice President of 
                              Interstate Assurance Company from ____________ to 
                              October, 1994.


Arnold R. Bergman,            Vice President and General Counsel, First
Secretary                     Variable Life; prior thereto, Counsel,
                              Aetna Life Insurance and Annuity Company from 
                              October, 1992 to February, 1995; prior thereto, 
                              Vice President, General Counsel and Secretary, 
                              First International Life Insurance Company 
                              from September 1988 to September 1992.
    

With respect to information regarding the Sub-Advisers, reference is hereby made
to "Management of the Trust" in the Prospectus and to "Management of the
Sub-Advisers" in the Statement of Additional Information. For information as to
the business, profession, vocation or employment of a substantial nature of each
of the officers and directors of the Sub-Advisers, reference is made to the
current Form ADVs of the Sub-Advisers (except with respect to State Street Bank
and Trust Company) filed under the Investment Advisers Act of 1940, incorporated
herein by reference, the file numbers of which are as follows:

Strong/Corneliuson Capital Management, Inc.
      File No. 801-10724
Keystone Investment Management Company
      File No. 801-8327
Value Line, Inc.

                                      162
<PAGE>

      File No. 801-625
Federated Investment Counseling
      File No. 801-34611
Warburg, Pincus Counsellors, Inc.
      File No. 801-07321
Pilgrim Baxter & Associates, Ltd.
      File No. 801-48872

Item 29.  Principal Underwriter
Not applicable

Item 30.  Location of Accounts and Records
Persons maintaining physical possession of accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder include the Registrant's Secretary; the
Registrant's investment adviser, First Variable Advisory Services Corp.; the
Registrant's custodian, State Street Bank and Trust Company; and First Variable
Life Insurance Company, in connection with its performance under the Investor
Servicing Agreement. The address of the Secretary, First Variable Advisory
Services Corp., and First Variable Life Insurance Company is 10 Post Office
Square, Boston, Massachusetts 02109; and the address of State Street Bank and
Trust Company is 225 Franklin Street, Boston, Massachusetts 02110.

Item  31.  Management Services
None.

Item  32.  Undertaking
The Registrant will furnish each person to whom a prospectus is delivered with a
copy of the Registrant's latest Annual Report upon request and without charge.

                                      163
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and the Commonwealth of
Massachusetts, on the 25th day of April, 1996. 

                         VARIABLE INVESTORS SERIES TRUST


                                              By: s/Stephan M. Largent
                                                  ----------------------------
                                                  Stephan M. Largent
                                                  President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement of Variable Investors Series Trust has been signed
below by the following persons in the capacities indicated and on the 25th day 
of April, 1996.

    s/Stephan M. Largent                              s/Mark E. Reynolds
- -----------------------------                     -----------------------------
      Stephan M. Largent                                Mark E. Reynolds
      President and Trustee                             Treasurer and Trustee


    s/Paul G. Chenault                                s/Norman A. Fair
- -----------------------------                     -----------------------------
      Paul G. Chenault                                  Norman A. Fair
      Trustee                                           Trustee


    s/Wesley E. Horton                                s/W. Lawrence Howe
- -----------------------------                     -----------------------------
      Wesley E. Horton                                  W. Lawrence Howe
      Trustee                                           Trustee


                              s/Laird E. Wiggin
                    ----------------------------------------
                                Laird E. Wiggin
                                Trustee

                                      164
<PAGE>


                                 EXHIBITS TO
                      POST EFFECTIVE AMENDMENT NO. 16 TO
                                  FORM N-1A
                                     FOR
                       VARIABLE INVESTORS SERIES TRUST

                                      165
<PAGE>


                         VARIABLE INVESTORS SERIES TRUST
                                Index to Exhibits

Exhibit No.                                                            Page No.
EX-99.B11.(a)    Consent of Ernst & Young LLP

EX-99.B11.(b)    Consent of Price Waterhouse LLP

EX-99.B16.       Schedule of Computation of Performance Information

EX-27            Financial Data Schedules

   



                                   166





               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



We consent to the references to our firm under the captions "The Trust's
Financial History" in the Prospectus and "Independent Auditors" and "Financial
Statements" in the Statement of Additional Information included in
Post-Effective Amendment No. 16 to the Registration Statement (Form N-1A, No.
33-11182) of Variable Investors Series Trust.

We also consent to the inclusion of our report dated February 12, 1996 on the
Cash Management, Common Stock, High Income Bond, Multiple Strategies, Tilt
Utility, U.S. Government Bond, World Equity, Small Cap and Growth & Income
Portfolios of Variable Investors Series Trust included in the Annual Report to
Contract Owners.


                                                s/ERNST & YOUNG LLP

Boston, Massachusetts
April 24, 1995


                                      167




                       CONSENT OF INDEPENDENT ACCOUNTANTS







We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 16 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 14, 1995, relating to the statements of
changes in net assets of the Variable Investor Series Trust for the year ended
December 31, 1994 and financial highlights for the four years ended December 31,
1994, which appear in such Statement of Additional Information. We also consent
to the reference to us under the heading "Independent Auditors" in such
Statement of Additional Information and to the reference to us under the heading
"The Trust's Financial History" in such Prospectus.




s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
April 19, 1996


                                      168

<PAGE>



                                160 Federal Street      Telephone 617  439 4390
                                Boston, MA 02110

Price Waterhouse LLP


To the Trustees and Shareholders of
Variable Investors Series Trust

In our opinion, the statements of changes in net assets for the year ended
December 31, 1994 and the financial highlights for each of the four years ended
December 31, 1994 which are included in the 1995 Annual Report of the Variable
Investors Series Trust present fairly, in all material respects, changes in net
assets of the Cash Management Portfolio, the Common Stock Portfolio, the High
Income Bond Portfolio, the Multiple Strategies Portfolio, the Tilt Utility
Portfolio (formerly known as the Equity Income Portfolio), the U.S. Government
Bond Portfolio and the World Equity Portfolio (constituting the Variable
Investors Series Trust, hereafter referred to as the "Trust"), in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter refered 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, 1994 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.


s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 14, 1995




                                      169




                         VIST COMMON STOCK PORTFOLIO
                         SCHEDULE FOR COMPUTATION OF
                     TOTAL RETURN FIGURES INCLUDED IN THE
                      STATEMENT OF ADDITIONAL INFORMATION


     The following reflects the calculation of the Common Stock Portfolio's
average annual total return ("T") for the one year, five year and ten year
periods ended December 31, 1995, which have been included in the Statement of
Additional Information: In the following eqquations, "ERV" represents the
Redeemable Value at the end of each time period, "n" represents the period of
time and "P" represents the amount of the initial investment, i.e., $10,000. The
calculation assumes reinvestment of all dividends and distributions. The formula
for calculating average annual total return is:

[EXPLANATION OF AN EQUATION || = squared]

                T = n||ERV-1
                       --
                       P

Ten Year Period January 1, 1986 through December 31, 1995

n        = 10
ERV      = 30,281.08
P        = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 10||30,281.08-1
                        ---------
                        10,000

                         T = .1370894 or 13.70894%

Five Year Period January 1, 1991 through December 31, 1995

n        = 5
ERV      = 18,422.03
P        = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 5||18,422.03-1
                       ---------
                       10,000

                         T = .1298959 or 12.98959%

One Year Period January 1, 1995 through December 31, 1995

n        = 1
ERV      = 13,712.10
P        = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 1||13,712.10-1
                       ---------
                       10,000

                                      170
<PAGE>

                        T = .37121 or 37.121%

                                      171
<PAGE>



                       VIST MULTIPLE STRATEGIES PORTFOLIO

                           SCHEDULE FOR COMPUTATION OF
                      TOTAL RETURN FIGURES INCLUDED IN THE
                       STATEMENT OF ADDITIONAL INFORMATION


     The following reflects the calculation of the Multiple Strategies
Portfolio's average annual total return ("T") for the one year, five year and
life of Portfolio periods ended December 31, 1995, which have been included in
the Statement of Additional Information: In the following equations, "ERV"
represents the Redeemable Value at the end of each time period, "n" represents
the period of time and "P" represents the amount of the initial investment,
i.e., $10,000. The calculation assumes reinvestment of all dividends and
distributions. The formula for calculating average annual total return is:

[EXPLANATION OF AN EQUATION || = squared]

                T = n||ERV-1
                       --
                       P

Period May 6, 1987 through December 31, 1995

n           = 8.66
ERV         = 23,039.47
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 8.66||30,281.08-1
                          ---------
                          10,000

                        T = .1011371 or 10.11371%

Five Year Period January 1, 1991 through December 31, 1995

n     = 5
ERV   = 17,964.02
P     = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 5||17,964.02-1
                       ---------
                       10,000

                        T = .1242239 or 12.42239%



                                      172
<PAGE>

One Year Period January 1, 1995 through December 31, 1995

n      = 1
ERV    = 13,223.59
P      = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 1||13,223.59-1
                       ---------
                       10,000

                        T = .3223587 or 32.23587%


                                      173
<PAGE>



                           VIST WORLD EQUITY PORTFOLIO

                           SCHEDULE FOR COMPUTATION OF
                      TOTAL RETURN FIGURES INCLUDED IN THE
                       STATEMENT OF ADDITIONAL INFORMATION


     The following reflects the calculation of the World Equity Portfolio's
average annual total return ("T") for the one year, five year and life of
Portfolio periods ended December 31, 1995, which have been included in the
Statement of Additional Information: In the following equations, "ERV"
represents the Redeemable Value at the end of each time period, "n" represents
the period of time and "P" represents the amount of the initial investment,
i.e., $10,000. The calculation assumes reinvestment of all dividends and
distributions. The formula for calculating average annual total return is:

[EXPLANATION OF AN EQUATION || = squared]

                T = n||ERV-1
                       --
                       P

Period June 10, 1988 through December 31, 1995

n           = 6.56
ERV         = 17,267.21
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 6.56||17,267.21-1
                          ---------
                           10,000

                        T = .0749092 or 7.49092%

Five Year Period January 1, 1991 through December 31, 1995

n           = 5
ERV         = 17,046.77
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 5||17,046.77-1
                       ---------
                       10,000

                         T = .1125078 or 11.25078%

One Year Period January 1, 1995 through December 31, 1995

n           = 1
ERV         = 12,431.76
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 1||12,431.76-1
                       ---------
                       10,000

                         T = .2431759 or 24.31759%

                                      174
<PAGE>



                         VIST GROWTH & INCOME PORTFOLIO

                           SCHEDULE FOR COMPUTATION OF
                      TOTAL RETURN FIGURES INCLUDED IN THE
                       STATEMENT OF ADDITIONAL INFORMATION


     The following reflects the calculation of the Growth & Income Portfolio's
average annual total return ("T") for the period ended December 31, 1995, which
has been included in the Statement of Additional Information: In the following
equations, "ERV" represents the Redeemable Value at the end of each time period,
"n" represents the period of time and "P" represents the amount of the initial
investment, i.e., $10,000. The calculation assumes reinvestment of all dividends
and distributions. The formula for calculating average annual total return is:

[EXPLANATION OF AN EQUATION || = squared]

                T = n||ERV-1
                       --
                       P

Period May 31, 1995 through December 31, 1995

n           = .59
ERV         = 11,309.50
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = .59||11,309.50-1
                         ---------
                         10,000

                        T = .2319187 or 23.19187%


                                      175
<PAGE>



                            VIST SMALL CAP PORTFOLIO

                           SCHEDULE FOR COMPUTATION OF
                      TOTAL RETURN FIGURES INCLUDED IN THE
                       STATEMENT OF ADDITIONAL INFORMATION


     The following reflects the calculation of the Small Cap Portfolio's average
annual total return ("T") for the period ended December 31, 1995, which has been
included in the Statement of Additional Information: In the following equations,
"ERV" represents the Redeemable Value at the end of each time period, "n"
represents the period of time and "P" represents the amount of the initial
investment, i.e., $10,000. The calculation assumes reinvestment of all dividends
and distributions. The formula for calculating average annual total return is:

[EXPLANATION OF AN EQUATION || = squared]

                T = n||ERV-1
                       --
                       P

Period May 4, 1995 through December 31, 1995

n           = .66
ERV         = 13,007.91
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = .66||13,007.91-1
                         ---------
                         10,000

                          T = .4895041 or 48.95041%


                                      176
<PAGE>



                           VIST TILT UTILITY PORTFOLIO

                           SCHEDULE FOR COMPUTATION OF
                      TOTAL RETURN FIGURES INCLUDED IN THE
                       STATEMENT OF ADDITIONAL INFORMATION


     The following reflects the calculation of the Tilt Utility Portfolio's
average annual total return ("T") for the one year, five year and life of
Portfolio periods ended December 31, 1995, which have been included in the
Statement of Additional Information: In the following equations, "ERV"
represents the Redeemable Value at the end of each time period, "n" represents
the period of time and "P" represents the amount of the initial investment,
i.e., $10,000. The calculation assumes reinvestment of all dividends and
distributions. The formula for calculating average annual total return is:

[EXPLANATION OF AN EQUATION || = squared]

                T = n||ERV-1
                       --
                       P

Period June 16, 1988 through December 31, 1995

n           = 7.55
ERV         = 26,362.21
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 7.55||26,362.21-1
                          ---------
                          10,000

                        T = .1370894 or 13.70894%

Five Year Period January 1, 1991 through December 31, 1995

n           = 5
ERV         = 20,430.35
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 5||20,430.35-1
                       ---------
                       10,000

                        T = .1535095 or 15.35095%

One Year Period January 1, 1995 through December 31, 1995

n           = 1
ERV         = 13,344.93
P           = $10,000

[EXPLANATION OF AN EQUATION || = squared]

                T = 1||13,344.93-1
                       ---------
                       10,000

                        T = .3344925 or 33.44925%

   

                                   177
<PAGE>



                         VIST Cash Management Portfolio
                       Current/Effective Yield Computation
                         7 Days Ended December 31, 1995



Current Yield     =     (Base period return/7 x 365)

Current Yield     =     (.00099074/7 x 365)

Current Yield     =     0.05166 or 5.166%

Effective Yield   =     [(Base period return + 1)^365/7]  - 1

Effective Yield   =     [(1.00099074)^365/7] - 1

Effective Yield   =     0.05299 or 5.299%


                                      178
<PAGE>




                                                                      EXHIBIT 16


                           VIST HIGH INCOME PORTFOLIO
                               30-Day Computation
                         30 Days Ended December 31, 1995



A =   Dividend and interest income

B =   Expenses accrued for the period

C =   Average daily number of shares outstanding during the period that
      was entitled to receive dividends

D =   Maximum offering price on the last day of the month


YIELD=2[(a-b+1) to the sixth power -1]
         -----
          cd

YIELD=2[(74,579.45 - 8,837.69 +1) to the sixth power -1
         ----------------------
         974,303.64 X 8.589456

      YIELD = .0961459 or 9.61459%

   
                                   179
<PAGE>




                                                                      EXHIBIT 16


                       VIST U.S. GOVERNMENT BOND PORTFOLIO
                               30-Day Computation
                         30 Days Ended December 31, 1995



A =   Dividend and interest income

B =   Expenses accrued for the period

C =   Average daily number of shares outstanding during the period that
      was entitled to receive dividends

D =   Maximum offering price on the last day of the month

                      Yield = 2[(a-b+1) to the sixth power -1]
                                 ----
                                  cd


                      Yield = 2[(58,168.85-8,124.62+1) to the sixth power -1]
                                 ----------------------
                                 1,022,963.05X10.509766


       YIELD = .0565117 or 5.65117%
   


                                       180

<TABLE> <S> <C>


<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 1
   <NAME> CASH MANAGEMENT PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
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<INVESTMENTS-AT-VALUE>                        10213661
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<ASSETS-OTHER>                                     951
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<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       178288
<TOTAL-LIABILITIES>                             178288
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      10095723
<SHARES-COMMON-STOCK>                         10095723
<SHARES-COMMON-PRIOR>                          8198357
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                  10095723
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               596554
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   74019
<NET-INVESTMENT-INCOME>                         522535
<REALIZED-GAINS-CURRENT>                            65
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           522600
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       522535
<DISTRIBUTIONS-OF-GAINS>                            53
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       20464576
<NUMBER-OF-SHARES-REDEEMED>                 (19089805)
<SHARES-REINVESTED>                             522595
<NET-CHANGE-IN-ASSETS>                         8198345
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                           (12)
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            49056
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 169475
<AVERAGE-NET-ASSETS>                           9869166
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.052
<PER-SHARE-GAIN-APPREC>                          0.000
<PER-SHARE-DIVIDEND>                           (0.052)
<PER-SHARE-DISTRIBUTIONS>                        0.000
<RETURNS-OF-CAPITAL>                             0.000
<PER-SHARE-NAV-END>                              1.000
<EXPENSE-RATIO>                                   0.75
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 2
   <NAME> COMMON STOCK PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                         36043844
<INVESTMENTS-AT-VALUE>                        43508520
<RECEIVABLES>                                   119536
<ASSETS-OTHER>                                     981
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                43629037
<PAYABLE-FOR-SECURITIES>                        599640
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       110673
<TOTAL-LIABILITIES>                             710313
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      35214338
<SHARES-COMMON-STOCK>                          1658267
<SHARES-COMMON-PRIOR>                          1536484
<ACCUMULATED-NII-CURRENT>                         2498
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         237212
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       7464676
<NET-ASSETS>                                  42918724
<DIVIDEND-INCOME>                               268164
<INTEREST-INCOME>                               172022
<OTHER-INCOME>                                   (873)
<EXPENSES-NET>                                  436815
<NET-INVESTMENT-INCOME>                           2498
<REALIZED-GAINS-CURRENT>                       4419480
<APPREC-INCREASE-CURRENT>                      7157127
<NET-CHANGE-FROM-OPS>                         11579105
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       267715
<DISTRIBUTIONS-OF-GAINS>                       2264091
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         363229
<NUMBER-OF-SHARES-REDEEMED>                   (338854)
<SHARES-REINVESTED>                              98408
<NET-CHANGE-IN-ASSETS>                        12103579
<ACCUMULATED-NII-PRIOR>                         134690
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                   (1924231)
<GROSS-ADVISORY-FEES>                           262290
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 443138
<AVERAGE-NET-ASSETS>                          37465175
<PER-SHARE-NAV-BEGIN>                           20.056
<PER-SHARE-NII>                                  0.007
<PER-SHARE-GAIN-APPREC>                          7.419
<PER-SHARE-DIVIDEND>                           (0.173)
<PER-SHARE-DISTRIBUTIONS>                      (1.443)
<RETURNS-OF-CAPITAL>                             0.000
<PER-SHARE-NAV-END>                             25.866
<EXPENSE-RATIO>                                   1.17
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 3
   <NAME> TILT UTILITY PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                         13144737
<INVESTMENTS-AT-VALUE>                        15957839
<RECEIVABLES>                                   152107
<ASSETS-OTHER>                                       3
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                16109949
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        91639
<TOTAL-LIABILITIES>                              91639
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      13044307
<SHARES-COMMON-STOCK>                          1019992
<SHARES-COMMON-PRIOR>                           995163
<ACCUMULATED-NII-CURRENT>                        67014
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          93887
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       2813102
<NET-ASSETS>                                  16018310
<DIVIDEND-INCOME>                               709178
<INTEREST-INCOME>                                  362
<OTHER-INCOME>                                      16
<EXPENSES-NET>                                  161915
<NET-INVESTMENT-INCOME>                         547641
<REALIZED-GAINS-CURRENT>                        346305
<APPREC-INCREASE-CURRENT>                      3179720
<NET-CHANGE-FROM-OPS>                          4073666
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       481008
<DISTRIBUTIONS-OF-GAINS>                        286632
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         345562
<NUMBER-OF-SHARES-REDEEMED>                   (370564)
<SHARES-REINVESTED>                              49831
<NET-CHANGE-IN-ASSETS>                         3706549
<ACCUMULATED-NII-PRIOR>                            381
<ACCUMULATED-GAINS-PRIOR>                        49206
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            91889
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 211980
<AVERAGE-NET-ASSETS>                          14093101
<PER-SHARE-NAV-BEGIN>                           12.372
<PER-SHARE-NII>                                  0.559
<PER-SHARE-GAIN-APPREC>                          3.560
<PER-SHARE-DIVIDEND>                           (0.494)
<PER-SHARE-DISTRIBUTIONS>                      (0.293)
<RETURNS-OF-CAPITAL>                             0.000
<PER-SHARE-NAV-END>                             15.704
<EXPENSE-RATIO>                                   1.15
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
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   <NAME> HIGH INCOME BOND PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
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<PERIOD-END>                               DEC-31-1995
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<OTHER-ITEMS-LIABILITIES>                       169636
<TOTAL-LIABILITIES>                             169636
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       9245346
<SHARES-COMMON-STOCK>                          1020302
<SHARES-COMMON-PRIOR>                           982001
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                         (14589)
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                      (606546)
<ACCUM-APPREC-OR-DEPREC>                        139629
<NET-ASSETS>                                   8763840
<DIVIDEND-INCOME>                                 3829
<INTEREST-INCOME>                               828304
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  101458
<NET-INVESTMENT-INCOME>                         730675
<REALIZED-GAINS-CURRENT>                       (16476)
<APPREC-INCREASE-CURRENT>                       723665
<NET-CHANGE-FROM-OPS>                          1437864
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       774133
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         685858
<NUMBER-OF-SHARES-REDEEMED>                   (737813)
<SHARES-REINVESTED>                              90256
<NET-CHANGE-IN-ASSETS>                          992754
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                         (5486)
<OVERDIST-NET-GAINS-PRIOR>                    (555344)
<GROSS-ADVISORY-FEES>                            59701
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 172086
<AVERAGE-NET-ASSETS>                           8478407
<PER-SHARE-NAV-BEGIN>                            7.914
<PER-SHARE-NII>                                  0.779
<PER-SHARE-GAIN-APPREC>                          0.717
<PER-SHARE-DIVIDEND>                           (0.821)
<PER-SHARE-DISTRIBUTIONS>                        0.000
<RETURNS-OF-CAPITAL>                             0.000
<PER-SHARE-NAV-END>                              8.589
<EXPENSE-RATIO>                                   1.20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 5
   <NAME> MULTIPLE STRATEGIES PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                         22782612
<INVESTMENTS-AT-VALUE>                        26483888
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<OTHER-ITEMS-LIABILITIES>                       105200
<TOTAL-LIABILITIES>                             345056
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      22566506
<SHARES-COMMON-STOCK>                          2190519
<SHARES-COMMON-PRIOR>                          2110269
<ACCUMULATED-NII-CURRENT>                        10013
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         101913
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       3701276
<NET-ASSETS>                                  26379708
<DIVIDEND-INCOME>                               136285
<INTEREST-INCOME>                               420560
<OTHER-INCOME>                                   (394)
<EXPENSES-NET>                                  285365
<NET-INVESTMENT-INCOME>                         271086
<REALIZED-GAINS-CURRENT>                       2272082
<APPREC-INCREASE-CURRENT>                      3961315
<NET-CHANGE-FROM-OPS>                          6504483
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       270194
<DISTRIBUTIONS-OF-GAINS>                       2115878
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         407094
<NUMBER-OF-SHARES-REDEEMED>                   (526172)
<SHARES-REINVESTED>                             199328
<NET-CHANGE-IN-ASSETS>                         5230148
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                        (11819)
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<GROSS-EXPENSE>                                 316907
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<PER-SHARE-NAV-END>                             12.043
<EXPENSE-RATIO>                                   1.20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 6
   <NAME> U.S. GOVERNMENT BOND PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                         10978466
<INVESTMENTS-AT-VALUE>                        11497173
<RECEIVABLES>                                   203429
<ASSETS-OTHER>                                     803
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                11701405
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        83350
<TOTAL-LIABILITIES>                              83350
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      10992844
<SHARES-COMMON-STOCK>                          1105453
<SHARES-COMMON-PRIOR>                          1486380
<ACCUMULATED-NII-CURRENT>                         2331
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         104173
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        518707
<NET-ASSETS>                                  11618055
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               860404
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  103799
<NET-INVESTMENT-INCOME>                         756605
<REALIZED-GAINS-CURRENT>                        678846
<APPREC-INCREASE-CURRENT>                       843009
<NET-CHANGE-FROM-OPS>                          2278460
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       805996
<DISTRIBUTIONS-OF-GAINS>                        352027
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         252791
<NUMBER-OF-SHARES-REDEEMED>                   (744322)
<SHARES-REINVESTED>                             110604
<NET-CHANGE-IN-ASSETS>                       (2825874)
<ACCUMULATED-NII-PRIOR>                              0
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<OVERDIST-NET-GAINS-PRIOR>                    (167457)
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<PER-SHARE-NAV-END>                             10.510
<EXPENSE-RATIO>                                   0.85
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 7
   <NAME> WORLD EQUITY PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                         14789406
<INVESTMENTS-AT-VALUE>                        18055025
<RECEIVABLES>                                   138655
<ASSETS-OTHER>                                   94808
<OTHER-ITEMS-ASSETS>                                 0
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<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
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<TOTAL-LIABILITIES>                              97756
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      14701568
<SHARES-COMMON-STOCK>                          1315970
<SHARES-COMMON-PRIOR>                           978505
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                         (11431)
<ACCUMULATED-NET-GAINS>                         220351
<OVERDISTRIBUTION-GAINS>                             0
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<INTEREST-INCOME>                                81298
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<ACCUMULATED-GAINS-PRIOR>                        64648
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<EXPENSE-RATIO>                                   1.20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 8
   <NAME> SMALL CAP PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   8-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          3189571
<INVESTMENTS-AT-VALUE>                         3604456
<RECEIVABLES>                                   318306
<ASSETS-OTHER>                                      32
<OTHER-ITEMS-ASSETS>                                 0
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<PAYABLE-FOR-SECURITIES>                         36535
<SENIOR-LONG-TERM-DEBT>                              0
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<SHARES-COMMON-STOCK>                           301724
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          36548
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        414885
<NET-ASSETS>                                   3813102
<DIVIDEND-INCOME>                                  598
<INTEREST-INCOME>                                 8333
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   21610
<NET-INVESTMENT-INCOME>                        (12679)
<REALIZED-GAINS-CURRENT>                        148029
<APPREC-INCREASE-CURRENT>                       414885
<NET-CHANGE-FROM-OPS>                           550235
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                         98802
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<NUMBER-OF-SHARES-SOLD>                         504211
<NUMBER-OF-SHARES-REDEEMED>                   (210400)
<SHARES-REINVESTED>                               7913
<NET-CHANGE-IN-ASSETS>                         3813102
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            13610
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 144046
<AVERAGE-NET-ASSETS>                           2414972
<PER-SHARE-NAV-BEGIN>                           10.000
<PER-SHARE-NII>                                (0.042)
<PER-SHARE-GAIN-APPREC>                          3.047
<PER-SHARE-DIVIDEND>                             0.000
<PER-SHARE-DISTRIBUTIONS>                      (0.367)
<RETURNS-OF-CAPITAL>                             0.000
<PER-SHARE-NAV-END>                             12.638
<EXPENSE-RATIO>                                   1.35
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000808490
<NAME> VARIABLE INVESTORS SERIES TRUST
<SERIES>
   <NUMBER> 9
   <NAME> GROWTH & INCOME PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   8-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          3256667
<INVESTMENTS-AT-VALUE>                         3350528
<RECEIVABLES>                                    36484
<ASSETS-OTHER>                                     167
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<TOTAL-ASSETS>                                 3387179
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<SHARES-COMMON-STOCK>                           298528
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<OVERDISTRIBUTION-NII>                               0
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<INTEREST-INCOME>                                17129
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<NUMBER-OF-SHARES-REDEEMED>                    (62718)
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<ACCUMULATED-GAINS-PRIOR>                            0
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<EXPENSE-RATIO>                                   1.25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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