AUL AMERICAN SERIES FUND INC
485BPOS, 1996-04-30
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                                                               File No. 33-30156

   
As filed with the Securities and Exchange Commission on April 30, 1996
                                                        --------------  
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

                        REGISTRATION STATEMENT UNDER THE
                    [X]      SECURITIES ACT OF 1933

                    [ ] Pre-Effective Amendment No.

   
                    [X] Post-Effective Amendment No. 8
    

                                   and/or

                        REGISTRATION STATEMENT UNDER THE
                    [X]  INVESTMENT COMPANY ACT OF 1940

   
                    [X] Amendment No. 9
    

                        (Check appropriate box or boxes)

                         AUL AMERICAN SERIES FUND, INC.
                           (Exact Name of Registrant)

                One American Square, Indianapolis, Indiana 46204
                    (Address of Principal Executive Offices)

              Insurance Company's Telephone Number: (317) 263-1877

       Richard A. Wacker, One American Square, Indianapolis, Indiana 46204
                     (Name and Address of Agent for Service)

Title of Securities Being Registered:  Shares of common stock

   
Declaration  Pursuant to Rule 24f-2:  Registrant  has  registered  an indefinite
number of shares of common stock under the  Securities  Act of 1933  pursuant to
Rule 24f-2 under the Investment  Company Act of 1940.  Registrant will file its
notice pursuant to Rule 24f-2 for its fiscal year ending December 31, 1996 on or
before February 28, 1997.
    

It is proposed that this filing will become effective (Check appropriate Space)

                  immediately upon filing pursuant to paragraph (b) of Rule 485

   
  X               on   May 1, 1996  pursuant to paragraph (b) of Rule 485
- -------              --------------
    

                  60 days after filing pursuant to paragraph (a) of Rule 485

                  on       (date)       pursuant to paragraph (a) of Rule 485

                  75 days after filing pursuant to paragraph (a)(ii)

                  on      (date)       pursuant to paragraph (a)(ii) of Rule 485

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


                                      
<PAGE>
                                       2
<TABLE>
<CAPTION>

                              CROSS REFERENCE SHEET

              Required by Rule 404 under the Securities Act of 1933

     Showing Location in Part A (Prospectus) and Part B (Statement of Additional
Information) of Registration Statement of Information Required by Form N-1A

PART A - PROSPECTUS

Heading of Item                                                          Prospectus Caption
<S>                                                                      <C> 

 1.  Cover Page........................................................  Cover Page
 2.  Synopsis..........................................................  General Description of the Fund
 3.  Condensed Financial Information...................................  Condensed Financial Information
 4.  General Description of Registrant.................................  General Description of the Fund;
                                                                          General Description of the Fund;
                                                                          Investment Objectives and Policies;
                                                                          Investment Restrictions;  Description
                                                                          of Securities and Investment Techniques
 5.  Management of the Fund............................................  Management of the Fund 
 6.  Capital Stock and Other Securities................................  Portfolio  Transactions;  Description of
                                                                          the Fund's Shares;  Dividends, Distributions
                                                                          and Taxes
 7.  Purchase of Securities............................................  Purchase and Redemption of Shares
 8.  Redemption or Repurchase of Securities Being Offered..............  Purchase and Redemption of Shares
 9.  Legal Proceedings.................................................  Not Applicable


PART B - STATEMENT OF ADDITIONAL INFORMATION

Heading of Item                                                          Statement of Additional Information Caption

10.  Cover Page........................................................  Cover Page
11.  Table of Contents.................................................  Table of Contents
12.  General Information and History...................................  Management of the Fund
13.  Investment Objectives and Policies................................  Not Applicable
14.  Management of the Registrant......................................  Management of the Fund
15.  Control Persons and Principal Holders of Securities...............  Not Applicable
16.  Investment Advisory and Other Services............................  Management of the Fund
17.  Brokerage Allocation and Other Practices..........................  Portfolio Transactions and Brokerage
18.  Capital Stock and Other Securities................................  Capitalization; Voting Rights
19.  Purchase, Redemption and Pricing of Securities Being
        Offered........................................................  Net Asset Value
20.  Tax Status........................................................  Taxation
21.  Underwriters......................................................  Not Applicable
22.  Calculation of Yield Quotations of Money Market Funds.............  Performance Information
23.  Financial Statements..............................................  Financial Statements
</TABLE>


<PAGE>
                                       1

                                      


                         AUL American Series Fund, Inc.
                               One American Square
                           Indianapolis, Indiana 46204
                                 (800) 634-1629

   
AUL  American  Series  Fund,  Inc.  (the  "Fund")  is an  open-end,  diversified
management  investment company currently  consisting of five separate investment
portfolios (the "Portfolios"),  each of which has its own investment  objectives
and  policies.  The five  Portfolios  of the Fund  are the AUL  American  Equity
Portfolio  ("Equity   Portfolio"),   the  AUL  American  Bond  Portfolio  ("Bond
Portfolio"), the AUL American Money Market Portfolio ("Money Market Portfolio"),
the AUL American Managed Portfolio ("Managed  Portfolio"),  and the AUL American
Tactical Asset Allocation Portfolio ("Tactical Asset Allocation Portfolio").
    

Shares of the Portfolios  are sold to one or more separate  accounts of American
United Life Insurance  Company(R)  ("AUL") to serve as the investment medium for
variable  annuity  contracts  issued  by AUL  (the  "Contracts").  The  separate
accounts  invest in shares of one or more of the  Portfolios in accordance  with
allocation  instructions  received from owners or participants in the Contracts.
Such allocation rights are described further in the Contract (or the Certificate
thereunder) and, if applicable, in the prospectus offering the Contract.

Information  about the  investment  objective or objectives and policies of each
Portfolio, along with a detailed description of the types of securities in which
each  Portfolio may invest,  are set forth in this  Prospectus.  There can be no
assurance that the investment  objective or objectives for any Portfolio will be
achieved.

   
This  Prospectus  sets forth  concisely the  information a prospective  investor
should know before investing in the Fund. A Statement of Additional Information,
dated May 1, 1996, containing additional and more detailed information about the
Fund has been filed with the  Securities  and Exchange  Commission and is hereby
incorporated  by reference  into this  Prospectus.  The  Statement of Additional
Information  is  available  without  charge and may be obtained by writing to or
calling the Fund at the address or telephone number printed above.
    

SHARES OF THE FUND ARE  AVAILABLE  EXCLUSIVELY  TO  INSURANCE  COMPANY  SEPARATE
ACCOUNTS  AS  AN  INVESTMENT  VEHICLE  FOR  VARIABLE  ANNUITY  CONTRACTS.   THIS
PROSPECTUS  SHOULD BE READ IN CONJUNCTION WITH THE VARIABLE ANNUITY CONTRACT (OR
CERTIFICATE THEREUNDER) AND, IF APPLICABLE, THE PROSPECTUS OFFERING THE VARIABLE
ANNUITY  CONTRACT.  THIS  PROSPECTUS  SHOULD BE READ  CAREFULLY AND RETAINED FOR
FUTURE REFERENCE.

INVESTMENT  IN THE  AUL  AMERICAN  MONEY  MARKET  PORTFOLIO  (OR  IN  ANY  OTHER
PORTFOLIO) IS NEITHER INSURED NOR GUARANTEED BY THE U.S.  GOVERNMENT.  THERE CAN
BE NO ASSURANCE  THAT THE AUL AMERICAN  MONEY MARKET  PORTFOLIO  WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

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

   
                   The date of this Prospectus is May 1, 1996.
    

<PAGE>


                     (This page left intentionally blank.)


                                       
<PAGE>
                                       2
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
Description                                                                 Page

<S>                                                                        <C>
GENERAL DESCRIPTION OF THE FUND........................................        3

CONDENSED FINANCIAL INFORMATION........................................      3-5

THE FUND'S PERFORMANCE.................................................        6

INVESTMENT OBJECTIVES AND POLICIES........................................   6-9
  The Equity Portfolio....................................................     6
  The Bond Portfolio......................................................     7
  The Money Market Portfolio..............................................     7
  The Managed Portfolio...................................................     8
  The Tactical Asset Allocation Portfolio.................................     8

MANAGEMENT OF THE FUND..................................................... 9-11
  Investment Adviser-American United Life Insurance Company(R).............    9
  The Sub-Advisor to the Tactical Asset Allocation Portfolio...............   10
  Other Expenses...........................................................   10
  Portfolio Expenses.......................................................   11

DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES........................11-15
  U.S. Government Securities...............................................   11
  Mortgage-Related Securities..............................................   11
   GNMA Certificates.......................................................   11
   FNMA and FHLMC Mortgage-Backed Obligations..............................   11
   Other Mortgage-Backed Securities........................................   12
   Risks of Mortgage-Related Securities....................................   12
  Zero Coupon Bonds........................................................   12
  Foreign Securities.......................................................   12
  Repurchase Agreements....................................................   12
  Reverse Repurchase Agreements............................................   13
  Banking Industry and Savings Industry Obligations........................   13
  Options..................................................................   13
   Risks of Options Transactions...........................................   14
  Futures Contracts........................................................   14
   Risks of Futures........................................................   14
  Other Investment Companies...............................................   14

INVESTMENT RESTRICTIONS....................................................   15

PORTFOLIO TRANSACTIONS AND TURNOVER........................................   15

DESCRIPTION OF THE FUND'S SHARES...........................................   16

DIVIDENDS, DISTRIBUTION AND TAXES..........................................   16
  Federal Income Tax Status................................................   16
  Distributions and Dividends..............................................   16

PURCHASE AND REDEMPTION OF SHARES..........................................   16

NET ASSET VALUE............................................................   17

PERFORMANCE INFORMATION....................................................   17

LEGAL COUNSEL..............................................................   17

INDEPENDENT ACCOUNTANTS....................................................   17

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS......................   18
<PAGE>

                     (This page left intentionally blank.)
</TABLE>


<PAGE>
                                       3


                         GENERAL DESCRIPTION OF THE FUND

     The Fund was incorporated  under the laws of Maryland on July 26, 1989, and
is registered  under the  Investment  Company Act of 1940 (the "1940 Act") as an
open-end, diversified management investment company.

     As a "series"  type of mutual fund,  the Fund issues shares of common stock
relating  to  separate  investment   portfolios  (the  "Portfolios")   currently
consisting of the Equity  Portfolio,  Bond  Portfolio,  Money Market  Portfolio,
Managed  Portfolio,   and  Tactical  Asset  Allocation   Portfolio.   Additional
portfolios may be established in the future.  An interest in the Fund is limited
to the  assets  of the  particular  Portfolio  in which  shares  are  held,  and
shareholders of each Portfolio are entitled to a pro rata share of all dividends
and distributions paid by the Portfolio.

     The  Fund's  shares  currently  are  offered  only to one or more  separate
accounts of American  United Life  Insurance  Company(R)  ("AUL") to serve as an
investment  medium for variable annuity  contracts issued by AUL. Shares of each
Portfolio may be offered in the future to separate  accounts of other affiliated
or unaffiliated insurance companies to serve as an underlying investment vehicle
for variable annuity  contracts.  The separate  accounts invest in shares of the
Fund in  accordance  with  allocation  instructions  received  from  owners  and
participants of the Contracts.



   
                         CONDENSED FINANCIAL INFORMATION
         Per Share Data and Ratios for the Year Ended December 31, 1995

The  following  are  selected  per share  data and  ratios.  Per  share  amounts
presented  are  based on a share  outstanding  throughout  the  period  from the
commencement  of  operations,  April 10, 1990,  through  December 31, 1995.  The
ratios  for the  period  from  April 10,  1990  through  December  31,  1990 are
annualized.  The  information in the tables is included in the Fund's  financial
statements  that have been  audited  by  Coopers & Lybrand  L.L.P.,  the  Fund's
independent  accountants.  The  tables  should be read in  conjunction  with the
Fund's financial  statements,  which are included in the Fund's Annual Report as
of December 31, 1995.

<TABLE>
<CAPTION>
                                                                        EQUITY PORTFOLIO
                                                                        ----------------
                                                                                                            April 10, 1990
                                                                                                                through
                                            1995           1994          1993         1992       1991      December 31, 1990
                                            ----           ----          ----         ----       ----      -----------------
<S>                                     <C>            <C>           <C>          <C>          <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $  12.27       $  12.68      $  11.49     $  10.49     $  9.58        $ 10.00
                                        --------       --------      --------     --------     -------        -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.28           0.24          0.18         0.23        0.31           0.27
Net Realized and Unrealized
 gain (loss) on securities                  2.12           0.26          1.58         0.92        2.23          (0.39)
                                            ----           ----          ----         ----        ----          ----- 
   Total from Investment Operations         2.40           0.50          1.76         1.15        2.54          (0.12)
                                            ----           ----          ----         ----        ----          ----- 

LESS DISTRIBUTIONS
Dividends (from net investment income)      0.27           0.24          0.18         0.23        0.31           0.27
Distributions (from capital gains)          0.19           0.67          0.39         0.32        0.92           0.03
                                            ----           ----          ----         ----        ----           ----
   Total Distributions                      0.46           0.91          0.57         0.55        1.23           0.30
                                            ----           ----          ----         ----        ----           ----

NET ASSET VALUE, END OF PERIOD          $  14.21       $  12.27       $ 12.68     $  11.49     $ 10.89       $   9.58
                                        ========       ========       =======     ========     =======       ========


TOTAL RETURN                               19.45%          2.64%        14.80%       10.03%      25.58%         (1.60%)

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period
 (in thousands)                         $ 35,299       $ 20,563      $ 11,468     $  6,969     $ 4,128       $  2,969
Ratio of expenses to
 average net assets                         0.70%          0.73%         0.82%        0.84%       0.80%          1.00%(1)
Ratio of net investment 
 income to average net assets               2.08%          1.85%         1.46%        2.04%       2.75%          3.93%(1)
Portfolio Turnover Rate                       10%            20%           10%          15%         43%             9%
<FN>
     (1)  In 1990, the ratios were favorably affected by a guarantee of expenses
          by the Adviser that the ordinary  operating  expenses shall not exceed
          1% of each  Portfolio's  average  daily  net  assets.  This  guarantee
          continues month to month unless the Investment  Advisory  Agreement is
          terminated by either party on 30 days prior written notice.
 </FN>
<CAPTION>

<PAGE>
                                       4


                   CONDENSED FINANCIAL INFORMATION (CONTINUED)

                                                                             BOND PORTFOLIO
                                                                             --------------

                                                                                                            April 10, 1990
                                                                                                                through
                                            1995           1994          1993         1992        1991      December 31, 1990

<S>                                     <C>            <C>           <C>          <C>          <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $   9.99       $  11.00      $  10.65     $  10.90     $ 10.32        $ 10.00
                                        --------       --------      ---------    --------     -------        -------

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.67           0.64          0.66         0.70        0.79           0.55
Net Realized and Unrealized
 gain (loss) on securities                  1.07          (1.01)         0.49         0.06        0.85           0.33
                                            ----          -----          ----         ----        ----           ----
   Total from Investment Operations         1.74          (0.37)         1.15         0.76        1.64           0.88
                                            ----          -----          ----         ----        ----           ----

LESS DISTRIBUTIONS
Dividends (from net investment income)      0.66           0.64          0.66         0.70        0.79           0.55
Distributions (from capital gains)          0.01           ---           0.14         0.31        0.27           0.01
                                            ----                         ----         ----        ----           ----
   Total Distributions                      0.67           0.64          0.80         1.01        1.06           0.56
                                            ----           ----          ----         ----        ----           ----

NET ASSET VALUE, END OF PERIOD          $  11.06       $   9.99      $  11.00     $  10.65     $ 10.90        $ 10.32
                                        ========       ========      ========     ========     =======        =======

TOTAL RETURN                               17.79%         (3.56%)       10.69%        7.19%      16.36%         12.07%

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period
 (in thousands)                         $ 25,429       $ 20,453      $ 14,721     $ 11,966     $11,749        $10,897
Ratio of expenses to average
 net assets                                 0.70%          0.73%         0.80%        0.79%       0.71%          1.00%(1)
Ratio of net investment income to
 average net assets                         6.28%          6.19%         5.95%        6.47%       7.46%          7.46%(1)
Portfolio Turnover Rate                       55%            50%           29%          41%         61%             5%

                                                                               MONEY MARKET PORTFOLIO
                                                                               ----------------------

                                                                                                            April 10, 1990
                                                                                                                through
                                            1995           1994          1993         1992       1991      December 31, 1990
                                            ----           ----          ----         ----       ----      -----------------


<S>                                     <C>            <C>           <C>          <C>          <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $   1.00       $   1.00      $   1.00     $   1.00     $  1.00        $  1.00
                                        --------       --------      --------     --------     -------        -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.05           0.04          0.02         0.03        0.05           0.05
Net Realized and Unrealized 
  gain (loss) on securities                 ---            ---           ---           ---        ---            ---
                                        --------       --------      --------     --------     -------        -------
   Total from Investment Operations         0.05           0.04          0.02         0.03        0.05           0.05
                                            ----           ----          ----         ----        ----           ----

LESS DISTRIBUTIONS
Dividends (from net investment income)      0.05           0.04          0.02         0.03        0.05           0.05
Distributions (from capital gains)          ---            ---           ---          ---         ---            ---
                                        --------       --------      --------      -------      ------         ------
   Total Distributions                      0.05           0.04          0.02         0.03        0.05           0.05

NET ASSET VALUE, END OF PERIOD          $   1.00       $   1.00      $   1.00     $   1.00     $  1.00        $  1.00
                                        ========       ========      ========     ========     =======        =======

TOTAL RETURN                                5.09%          3.38%         2.33%        3.01%       5.53%          7.13%

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period
  (in thousands)                        $ 24,290       $ 15,496       $ 6,153     $  5,480     $ 5,420        $ 5,269
Ratio of expenses to average
  net assets                                0.73%          0.75%         0.84%        0.85%       0.85%          1.00%(1)
Ratio of net investment income to
  average net assets                        5.13%          3.71%         2.30%        2.98%       5.35%          7.10%(1)
Portfolio Turnover Rate                     ---            ---           ---          ---         ---             ---
<FN>
(1) In 1990,  the ratios were  favorably  affected by a guarantee of expenses by
the Adviser that the  ordinary  operating  expenses  shall not exceed 1% of each
Portfolio's  average daily net assets.  This guarantee  continues month to month
unless the  Investment  Advisory  Agreement is  terminated by either party on 30
days prior written notice.
</FN>

<PAGE>
                                       5


<CAPTION>
                                              CONDENSED FINANCIAL INFORMATION (CONTINUED)

                                                                                  MANAGED PORTFOLIO
                                                                                  -----------------
                                                                                                            April 10, 1990
                                                                                                                through
                                            1995           1994          1993         1992       1991      December 31, 1990
                                            ----           ----          ----         ----       ----      -----------------

<S>                                     <C>            <C>           <C>          <C>          <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $  11.00       $  11.75      $  10.92     $  10.86     $ 10.11        $ 10.00
                                        --------       --------      --------     --------     -------        -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.46           0.42          0.40         0.49        0.61           0.47
Net Realized and Unrealized
 gain (loss) on securities                  1.62          (0.45)         1.07         0.41        1.06           0.12
                                            ----          -----          ----         ----        ----           ----
   Total from Investment Operations         2.08          (0.03)         1.47         0.90        1.67           0.59
                                            ----          -----          ----         ----        ----           ----
LESS DISTRIBUTIONS
Dividends (from net investment income)      0.46           0.42          0.40         0.49        0.61           0.47
Distributions (from capital gains)          0.20           0.30          0.24         0.35        0.31           0.01
                                            ----           ----          ----         ----        ----           ----
   Total Distributions                      0.66           0.72          0.64         0.84        0.92           0.48
                                            ----           ----          ----         ----        ----           ----

NET ASSET VALUE, END OF PERIOD          $  12.42       $  11.00      $  11.75     $  10.92     $ 10.86        $ 10.11
                                        ========       ========      ========     ========     =======        =======

TOTAL RETURN                               19.13%         (0.93%)       12.98%        7.95%      16.73%          7.67%

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period
 (in thousands)                         $ 30,844       $ 24,558      $ 14,070     $  8,300     $ 6,185        $ 5,302
Ratio of expenses to
 average net assets                         0.70%          0.73%         0.81%        0.82%       0.94%          0.98%
Ratio of net investment
 income to average net assets               3.86%          3.63%         3.49%        4.46%       5.74%         6.15%
Portfolio Turnover Rate                       35%            34%            9%          33%         36%            2%
<CAPTION>

                                                                     TACTICAL ASSET ALLOCATION PORTFOLIO
                                                                     -----------------------------------
                                                                                                            April 10, 1990
                                                                                                                through
                                            1995           1994          1993        1992        1991      December 31, 1990
                                            ----           ----          ----        ----        ----      -----------------

<S>                                     <C>               <C>           <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $  10.00           N.A.         N.A.         N.A.         N.A.         N.A.
                                        --------

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.16           N.A.         N.A.         N.A.         N.A.         N.A.
Net Realized and Unrealized
 gain (loss) on securities                  0.49           N.A.         N.A.         N.A.         N.A.         N.A.
                                        --------
   Total from Investment Operations         0.65           N.A.         N.A.         N.A.         N.A.         N.A.
                                        --------

LESS DISTRIBUTIONS
Dividends (from net investment income)      0.16           N.A.         N.A.         N.A.         N.A.         N.A.
Distributions (from capital gains)          0.05           N.A.         N.A.         N.A.         N.A.         N.A.
                                        --------
   Total Distributions                      0.21           N.A.         N.A.         N.A.         N.A.         N.A.
                                        --------

NET ASSET VALUE, END OF PERIOD          $  10.44           N.A.         N.A.         N.A.         N.A.         N.A.
                                        ========

TOTAL RETURN(1)                             6.49%          N.A.         N.A.         N.A.         N.A.         N.A.

RATIOS/SUPPLEMENTAL DATA(1)
Net Assets, end of period (in thousands)$  1,139           N.A.         N.A.         N.A.         N.A.         N.A.
Ratio of expenses to average net assets     1.00%          N.A.         N.A.         N.A.         N.A.         N.A.
Ratio of net investment income
 to average net assets                      3.70%          N.A.         N.A.         N.A.         N.A.         N.A.
Portfolio Turnover Rate                        4%          N.A.         N.A.         N.A.         N.A.         N.A.
<FN>
(1) Ratios calculated for period July 31, 1995 through December 31,1995 on annualized basis.
</FN>
</TABLE>
    

<PAGE>
                                       6



                             THE FUND'S PERFORMANCE

The following  table  presents the total return for each  Portfolio of the Fund.
Total return  represents a change in the value of an investment in the Fund, and
includes  reinvestments  of  dividends  and  distributions.  Total  Return for a
Portfolio does not include  deductions from a separate account for mortality and
expense risk charges or for charges made under the terms of the Contracts, which
are described in the Contracts (or Certificates thereunder),  and if applicable,
the prospectus for the separate account. Further information on Fund performance
including Management's Discussion and Analysis is contained in the Fund's Annual
Report,  which is available without charge and may be obtained by writing to the
Fund at One American  Square,  Indianapolis,  IN 46204 or by calling the Fund at
(800) 634-1629.


<TABLE>
<CAPTION>

                                                                                                                     Average Annual
                                                                                                   Cumulative Total  Total Return
                         4/10/90       Year          Year         Year         Year         Year   Since Inception   on Investment
                         through      Ending        Ending       Ending       Ending       Ending       through     Since Inception
Portfolio               12/31/90*    12/31/91      12/31/92     12/31/93     12/31/94     12/31/95      12/31/95   through 12/31/95
- ---------               ---------    --------      --------     --------     --------     --------      --------   ----------------
<S>                      <C>          <C>           <C>          <C>          <C>           <C>          <C>          <C>
Equity ...........       (1.16%)      25.58%        10.03%       14.80%        2.64%        19.45%       92.60%       12.13%
Bond .............        8.76%       16.36%         7.19%       10.69%       (3.56%)       17.79%       71.14%        9.84%
Money Market .....        5.19%        5.53%         3.01%        2.33%        3.38%         5.09%       27.33%        4.31%
Managed ..........        5.57%       16.73%         7.95%       12.98%       (0.93%)       19.13%       78.40%       10.64%
Tactical Asset
  Allocation .....         N.A.         N.A.          N.A.         N.A.         N.A.          N.A.        2.68%         N.A.
<FN>
*These figures are not annualized.
</FN>
</TABLE>

                       INVESTMENT OBJECTIVES AND POLICIES

     The  Fund  currently  offers  five  Portfolios  with  separate   investment
objectives  as  described  below.  There  can be no  assurance  that  any of the
Portfolios will achieve its investment  objective or objectives.  Each Portfolio
is  subject to the  general  risk of changes  in  economic,  business,  or other
financial  conditions.  As with any  security,  a risk of loss is inherent in an
investment in Fund shares.

     The different  types of securities  and investment  techniques  used by the
individual Portfolios all have attendant risks of varying degrees. For examples,
with  respect  to  equity  securities,  there  can be no  assurance  of  capital
appreciation  and  there  is a risk of  market  decline.  With  respect  to debt
securities,  there is the risk that the issuer of a security  may not be able to
meet its obligation to make scheduled  interest or principal  payments.  Because
each Portfolio seeks different investment objectives, each is subject to varying
degrees of financial and market risks.

     Certain types of  investments  and investment  techniques  common to one or
more Portfolios are described in greater detail, including the risks of each, in
this Prospectus under "Description of Securities and Investment  Techniques" and
in the Statement of Additional Information (the "SAI").

     The Portfolios are subject to investment  restrictions  that are summarized
under  "Investment  Restrictions"  and  that are set  forth  in the  SAI.  Those
investment restrictions so designated in the SAI and the investment objective or
objectives  of  each  Portfolio  are  "fundamental  policies"  of the  pertinent
Portfolio,  which means that they may not be changed  without a majority vote of
shareholders of the affected Portfolio.  Except for the investment  objective or
objectives and those restrictions  specifically  identified as fundamental,  all
investment  policies and practices  described in this  Prospectus and in the SAI
are not fundamental, and may be changed by the Fund's Board of Directors without
shareholder approval.

THE EQUITY PORTFOLIO

     The primary  investment  objective  of the Equity  Portfolio  is  long-term
capital  appreciation.  The  Portfolio  seeks  current  investment  income  as a
secondary  objective.  To  achieve  these  objectives,   the  Portfolio  invests
primarily in equity securities  selected on the basis of fundamental  investment
research for their long-term growth prospects.

     Typically,  at least 65% of the  Portfolio's  assets  will be  invested  in
common  stocks  listed on a national  securities  exchange  or  actively  traded
over-the-counter  on the NASDAQ national market system. The Portfolio may invest
up to 35% of its  assets  in  American  Depository  Receipts,  preferred  stock,
debentures  convertible  into common stocks or which are accompanied by warrants
for  the  purchase  of  common  stock,   nonconvertible  debt  securities,  U.S.
Government  securities,  commercial  paper and other money  market  instruments,
repurchase agreements and reverse repurchase agreements.

     When, in the judgment of the Adviser,  financial,  economic,  and/or market
conditions warrant a defensive  strategy,  the Portfolio may invest to a greater
degree in nonconvertible debt securities, U.S. Government securities, commercial
paper and other money  market  instruments,  repurchase  agreements  and reverse
repurchase  agreements.  In  furtherance  of its secondary  objective of current
income, the Portfolio may also write (i.e.,


<PAGE>
                                       7


sell) covered call options and secured put options on securities  and securities
indices.  The  Portfolio  may  purchase  a put or call only to effect a "closing
purchase  transaction." The Portfolio will not invest in options for speculative
purposes.

     The day-to-day  management of the Equity Portfolio is the responsibility of
Kathryn  Hudspeth,  CFA, Vice  President,  Equities.  Ms.  Hudspeth has been the
Portfolio  Manager of the Equity Portfolio since its inception and has been with
AUL since 1989.  Previously,  Ms.  Hudspeth  has held  positions  with AUL which
include  Assistant  Vice  President,  Equities,  Equity  Portfolio  Manager  and
Director of Equity  Investments.  Before coming to AUL, she was employed by Bank
One,  Indianapolis,  as a Vice President and Trust Officer in the Personal Trust
Division.

THE BOND PORTFOLIO

     The primary investment objective of the Bond Portfolio is to provide a high
level  of  income  consistent  with  prudent  investment  risk.  As a  secondary
objective,  the Portfolio  seeks to provide  capital  appreciation to the extent
consistent  with  the  primary  objective.  To  achieve  these  objectives,  the
Portfolio  invests  primarily in corporate bonds and other debt securities.  The
corporate bonds in which the Portfolio may invest will be rated BBB or better by
Standard & Poor's ("S&P") or Baa or better by Moody's  Investors  Service,  Inc.
("Moody's")  or, if not rated,  of  equivalent  quality in the  judgment  of the
Adviser.   The  Portfolio  may  also  invest  in  U.S.  Government   securities,
convertible debentures and privately issued mortgage-backed securities.

     The Portfolio may invest in debt  securities  whose  maturity is considered
long (10 years or more),  intermediate  (1-10  years),  or short-term (1 year or
less). The dollar-weighted average maturity of the Portfolio will vary from time
to time,  depending  upon the  judgment of the Adviser as to  prevailing  market
conditions  including the  prospects  for interest rate changes among  different
categories of fixed-income securities.

     It is intended that the portfolio  securities will be of sufficient  credit
quality to provide a high  level of  protection  against  loss of  principal  or
interest.  In addition,  the  Portfolio  will,  under normal  circumstances,  be
positioned to take  advantage of any extra yield  available on bonds rated below
AAA or Aaa when  the  higher  yield of such  instruments  is  considered  by the
Adviser  to be  sufficient  compensation  for the risk  involved.  However,  the
Portfolio will not invest in securities rated less than BBB or Baa.

     The  Portfolio  may also  invest in money  market  instruments,  repurchase
agreements,  and reverse repurchase  agreements.  In addition, the Portfolio may
invest in dollar-denominated  foreign securities,  including corporate bonds and
other debt  securities  that are consistent with the maturity and credit quality
criteria described above. In pursuing its investment  objectives,  the Portfolio
may engage in the  writing  (i.e.,  selling)  of covered  call and  secured  put
options  and the  purchase  of call  options  on debt  securities  to the extent
described  under  "Options."  The  Portfolio  will purchase a put option only to
effect a closing purchase transaction.  In addition,  the Portfolio may purchase
or sell interest rate futures  contracts for hedging purposes as described under
"Futures Contracts."

     The investment  return on a debt security  reflects  interest  earnings and
changes in the market value of the security. The market value of the Portfolio's
securities  may be affected by, among other  things,  changes in interest  rates
since the price of debt obligations  generally will rise and fall inversely with
interest rates.  Longer term debt  obligations will generally have greater price
volatility than shorter term obligations. Since shares of the Portfolio normally
represent an  investment  primarily in debt  securities  with market prices that
will vary, the value of the Portfolio's  shares will vary as the aggregate value
of the Portfolio's investments increases or decreases.

     A debt  security also presents the risk that the issuer of the security may
not be able to meet its  obligations  on interest or  principal  payments at the
time called for by the instrument.  Bonds rated BBB or Baa, which are considered
medium-grade  category bonds, do not have economic  characteristics that provide
the high degree of security  with respect to payment of  principal  and interest
associated  with  higher  rated  bonds,  and  generally  have  some  speculative
characteristics.  A bond will be placed in this rating  category  where interest
payments and principal  security appear  adequate for the present,  but economic
characteristics  that provide longer term  protection may be lacking.  Any bond,
and  particularly  those  rated  BBB or  Baa,  may be  susceptible  to  changing
conditions,  particularly to economic downturns,  which could lead to a weakened
capacity to pay interest and principal.

     The day-to-day  management of the Bond Portfolio is the  responsibility  of
Kent Adams, CFA, Vice President, Fixed Income Securities. Mr. Adams has been the
Portfolio  Manager of the Bond  Portfolio  since its inception and has been with
AUL since 1977. Previously,  Mr. Adams has held positions with AUL which include
Senior Securities  Analyst,  Investment  Officer,  and Assistant Vice President,
Securities.

THE MONEY MARKET PORTFOLIO

     The investment objective of the Money Market Portfolio is to provide a high
level of current income while  preserving  assets and maintaining  liquidity and
investment  quality.  The  Portfolio  attempts  to  achieve  this  objective  by
investing  in  short-term  money  market  instruments  that  are of the  highest
quality.  The Portfolio invests only in money market instruments  denominated in
U.S. dollars.

     The  Portfolio  will invest only in money market  instruments  that, at the
time of acquisition,  present  minimal credit risk, are of the highest  quality,
and have a  maturity  or  remaining  maturity  of 13 months or less (or that are
subject to a repurchase agreement requiring repurchase from the Portfolio within
13 months or less). Such instruments may include the following:  U.S. Government
securities, repurchase agreements maturing

<PAGE>
                                       8


in seven days or less with Federal  Reserve System banks or with dealers in U.S.
Government securities,  reverse repurchase  agreements,  certificates of deposit
and  other  obligations  of  banks  or  other  depository   institutions,   debt
securities, commercial paper, and variable amount floating rate notes and master
notes.

     The Adviser  shall  determine  whether a money market  instrument  presents
minimal credit risk under  procedures  adopted by the Fund's Board of Directors.
An  instrument  shall be  considered  to be of the  highest  quality  under  the
following  circumstances:  (1)  it is a  U.S.  Government  security;  (2) it (or
another  comparable  short-term debt obligation of the same issuer) is rated (i)
in the highest rating category (i.e.,  AAA or A-1 by S&P, Aaa or P-1 by Moody's,
or AAA or D-1 by Duff & Phelps, Inc.) by any nationally  recognized  statistical
rating  organizations  ("NRSROs"),  or (ii) if rated by only one NRSRO,  by that
NRSRO if the  acquisition is approved or ratified by the Board of Directors;  or
(3) it is not rated but it is of comparable quality as determined by the Adviser
and the  acquisition  is approved or ratified by the Board of Directors.  In the
event that an  instrument  acquired by the  Portfolio is downgraded or otherwise
ceases to be of the highest quality,  the Adviser,  under procedures approved by
the  Board  of  Directors  (or the  Board  of  Directors  itself  under  certain
circumstances)  shall promptly  reassess whether such security  presents minimal
credit risk and determine whether or not to retain the instrument.

     Within certain limits, the Portfolio may invest in securities of registered
investment  companies with investment  policies not  substantially  broader than
those of the Portfolio.

     The  Portfolio  may  invest  up to 10% of its total  assets  in  repurchase
agreements  maturing  in more than seven  days or in  portfolio  securities  not
readily marketable.

     The Portfolio will be managed so as to maintain a  dollar-weighted  average
maturity of 90 days or less.

THE MANAGED PORTFOLIO

     The  investment  objective  of the Managed  Portfolio  is to provide a high
total return consistent with prudent  investment risk. The Portfolio attempts to
achieve this  objective  through a fully  managed  investment  policy  utilizing
publicly   traded  common  stock,   debt   securities   (including   convertible
debentures),  and money market  securities.  Total return is the sum of dividend
and  interest  income and capital  changes in the assets of the  Portfolio.  The
composition  of the  Portfolio  will  vary  from  time to time,  based  upon the
Adviser's  evaluation of economic and market trends and the anticipated relative
total return available from a particular type of security.  Accordingly,  at any
given time,  up to 100% of the  Portfolio may be invested in any one sector such
as common stocks, debt securities (including convertible  debentures),  or money
market instruments.

     The Portfolio may invest in the common stock and debt securities  which are
also  eligible  for  purchase  by  the  Equity  Portfolio  and  Bond  Portfolio,
respectively,  and may invest in high  quality  money market  instruments,  i.e.
money market  instruments  rated AA or A-2 or better by S&P, Aa or P-2 or better
by Moody's,  or AA or D-2 or better by Duff & Phelps, or if not rated, deemed of
equivalent quality by the Adviser.  In pursuing its investment  objectives,  the
Portfolio  may engage in the writing of covered  call and secured put options on
equity and debt securities,  and may purchase call options on debt securities to
the extent  described in "Options."  In addition,  the Portfolio may purchase or
sell  interest  rate future  contracts  for hedging  purposes  as  described  in
"Futures Contracts." The Portfolio may also enter into repurchase agreements and
reverse repurchase agreements.

   
     The   day-to-day   management  of  the  Managed   Portfolio  is  the  joint
responsibility  of Kathryn  Hudspeth,  Vice President,  Equities and Kent Adams,
Vice President, Fixed Income Securities, AUL. Biographical information for these
individuals is listed in the  descriptions of the AUL American Equity  Portfolio
and the AUL American Bond Portfolio.
    

THE TACTICAL ASSET ALLOCATION PORTFOLIO

     The  investment  objective of the Tactical  Asset  Allocation  Portfolio is
preservation of capital and competitive  investment returns. The Portfolio seeks
to achieve  its  objective  by  investing  primarily  in stocks,  United  States
Treasury  bonds,  notes and  bills,  and money  market  funds.  The  Portfolio's
approach seeks positive  investment  performance during advancing  markets,  and
maintenance  of positive  investment  performance in declining  markets  through
reduction in equity  exposure.  For this purpose,  the  Portfolio's  Sub-Adviser
utilizes  forecasting models which evaluate risk versus reward  relationships of
different  asset classes.  These models enable the Sub-Adviser to determine when
to "tactically" adjust the asset allocation through a gradual shifting of assets
among the various categories of investments.  The Portfolio will seek to achieve
income  yield in excess of the  dividend  income  yield of the Standard & Poor's
Index of 500 Common Stocks.

     The principles by which the Sub-Adviser makes its stock selection are based
on value  investing  combining the attempt to preserve  principal  while seeking
above average returns.  The Sub-Adviser seeks to identify companies whose stocks
are reasonably priced and that the Sub-Adviser believes will perform better than
the current expectations for earnings/cash flow over the next several years.

     The  Sub-Adviser's  focus  is on  primarily  high  quality,  liquid,  large
capitalization  stocks.  The  selection  process  starts  with  a  "bottoms  up"
screening of the market to identify  stocks that are  statistically  undervalued
based on financial  characteristics  such as Price to Cash Flow, Price to Sales,
Price to Earnings,  Dividend Yield, and Return on Equity relative to the stock's
historical  norms. The Sub-Adviser  seeks to preserve a "margin of safety" which
is critical to the preservation of capital.  However,  the Sub-Adviser  believes
that investors' expecta-


<PAGE>
                                       9


tions  and  the  company's  operating  performance  ultimately  determine  which
statistically  "undervalued"  stocks make good  investments.  The  Sub-Adviser's
research  staff  looks to the  future to see which  stocks are likely to provide
investors with positive  surprises,  while avoiding negative  surprises,  taking
into  account  projected  future  cash  flows,  earnings,  and  dividends.   The
Sub-Adviser's goal is to choose stocks which the market has undervalued based on
"over reaction" to perceived risks.

     A stock's fundamentals dominate the selection process.  However,  technical
analysis  is  used  to  improve  the  timeliness  of the  Sub-Adviser's  trading
decisions.  The Sub-Adviser  utilizes a series of linear statistical models that
attempt to forecast  total stock market returns for both short (12 to 18 months)
and long (36 to 60 months) run time periods. These time series models assist the
Sub-Adviser in comparing the risks and rewards of holding stocks versus treasury
notes and money market funds,  and assist the Sub-Adviser in determining when to
"tactically"  adjust the asset  allocation  through a gradual shifting of assets
among  stocks,  U.S.  Treasury  bonds and  notes,  and  money  market  funds.  A
combination of fundamental,  technical,  sentimental, and monetary variables are
used in the forecasting models.

     The  Portfolio  seeks to invest its assets  primarily  in income  producing
common or preferred stock when the Sub-Adviser believes that the relevant market
environment favors profitable investing in those securities.  The Portfolio does
not  presently  intend  to invest  more  than 20% of its total  assets in equity
securities which do not pay a dividend. It is anticipated that almost all of the
equity  securities in which the  Portfolio  invests will be listed on a national
securities exchange or on NASDAQ or will be traded in the U.S.  over-the-counter
market.  The  Portfolio  may  invest  up to 25% of its  total  assets  in equity
securities of foreign  issuers.  It is anticipated  that most of the Portfolio's
investments  in  securities  of  foreign  issuers  will be  American  Depositary
Receipts (ADRs). See "Foreign  Securities" for a discussion of some of the risks
involved in foreign investment.

     The portion of the Portfolio not invested in equity securities,  which will
vary from time to time,  will be invested in debt  obligations,  including  U.S.
Government  securities,  corporate bonds and debentures,  high-grade  commercial
paper,  convertible  securities,  and certificates of deposit. The Portfolio may
increase its investment in such securities when the Sub-Adviser  determines that
equity investment  opportunities with desirable risk/reward  characteristics are
unavailable,  or for temporary defensive purposes. The Portfolio may only invest
in debt securities of U.S. issuers. The Portfolio may also invest in zero coupon
bonds or "strips," which are described under "Zero Coupon Bonds" below.

     The Portfolio may invest in corporate debt securities that are rated within
the four highest  grades by Moody's (Aaa,  Aa, A, or Baa) or S&P (AAA, AA, A, or
BBB).   Bonds  rated  Baa  by  Moody's  or  BBB  by  S&P  may  have  speculative
characteristics  and changes in economic  conditions or other  circumstances are
more  likely to lead to a  weakened  capacity  to make  principal  and  interest
payments  than is the case for higher  grade  bonds.  In the event that  ratings
decline after the Portfolio's  investment in securities,  the  Sub-Adviser  will
consider all such factors as it deems relevant to the  advisability of retaining
such  securities.  Investments  in commercial  paper are limited to  obligations
rated  P-1  by  Moody's  or A-1 by  S&P.  See  Appendix  I in the  Statement  of
Additional  Information for further  information  concerning bond and commercial
paper ratings.

     Dean  Investment  Associates  serves as Sub-Adviser  to the  Portfolio,  as
described  below  under  "The  Sub-Adviser  to  the  Tactical  Asset  Allocation
Portfolio."  The  Portfolio  is  managed  by a  team  of  10  senior  investment
professionals (Central Investment Committee).
  
     John  C.  Riazzi,  CFA,  serves  as the  Senior  Portfolio  Manager  of the
Portfolio and Arvind  Sachdeva,  CFA,  serves as Senior Equity  Strategist.  Mr.
Riazzi joined the  Sub-Adviser  in March of 1989.  Before being promoted to Vice
President and Director of Consulting Services at the Sub-Adviser, Mr. Riazzi was
responsible for client servicing,  portfolio  execution and trading  operations.
Mr.  Riazzi has been a member of the Central  Investment  Committee and a Senior
Institutional Portfolio Manager since 1990. He received a B.A. in Economics from
Kenyon  College  in  1985  and  was  awarded  the  Chartered  Financial  Analyst
designation in 1993.

     Mr.  Sachdeva  joined  the  Sub-Adviser  in 1993.  Prior to  working at the
Sub-Adviser, he was the Senior Security Analyst and Equity Portfolio Manager for
Carillon Advisors, Inc., from January 1985 to September 1993. Carillon Advisors,
Inc., is an investment subsidiary of the Union Central Life Insurance Co.

     Because of the Portfolio's  flexible investment policy,  portfolio turnover
may be greater than for a portfolio that does not allocate  assets among various
types of securities.

                             MANAGEMENT OF THE FUND

     The business and affairs of the Fund are managed under the direction of its
Board of Directors according to applicable laws of the State of Maryland and the
Fund's Articles of Incorporation  and Bylaws.  The Fund's directors are James W.
Murphy,  Ronald D. Anderson,  Leslie Lenkowsky,  Leonard D Schutt,  and James P.
Shanahan.  Information about the directors and the Fund's executive officers may
be  found  in  the  Statement  of  Additional   Information  under  the  heading
"Management of the Fund."

INVESTMENT ADVISER-AMERICAN UNITED LIFE INSURANCE COMPANY(R)

     The  Fund  has  entered  into  an  Investment   Advisory   Agreement   (the
"Agreement") with AUL (the "Adviser"). The Adviser is a


<PAGE>
                                       10


legal reserve mutual life insurance company existing under the laws of the State
of Indiana. It was originally incorporated as a fraternal society on November 7,
1877, under the laws of the federal  government,  and  reincorporated  under the
laws of the State of Indiana  in 1933.  It is  qualified  to do  business  in 46
states and the District of  Columbia.  As a mutual  company,  it is owned by and
operated  exclusively for the benefit of its  policyowners.  The Adviser has its
principal  business  office  located at One American  Square,  Indianapolis,  IN
46204.

   
     The  Adviser  conducts a  conventional  life  insurance,  reinsurance,  and
annuity business,  and manages pension and other accounts. At December 31, 1995,
the  Adviser  had  admitted  assets of  $6,453,558,834  and had a  policyowners'
surplus of $289,363,821. The Adviser is registered with the SEC as an investment
adviser.  Such registration  does not involve  supervision by the Securities and
Exchange Commission (the "SEC") over investment advice.
    

     Subject to  overall  supervision  of the Board of  Directors,  the  Adviser
exercises  overall  responsibility  for the investment and  reinvestment  of the
Fund's  assets.  In so doing,  the  Adviser  manages the  day-to-day  investment
operations of each Portfolio,  except the Tactical Asset  Allocation  Portfolio,
and the composition of the investment  portfolio of such  Portfolios,  including
the purchase,  retention,  and disposition of the investments,  securities,  and
cash contained therein in accordance with the Portfolios'  investment objectives
and policies as stated in the Fund's  Prospectus  as may be from time to time in
effect.
 
     AUL has engaged a  Sub-Adviser  to manage the assets of the Tactical  Asset
Allocation Portfolio, as described below.

     At the Fund's request, the Adviser provides, without charge, personnel (who
may  be  the  Fund's   officers)  to  render   certain   clerical,   accounting,
administrative  and  other  services  to the  Fund as may  from  time to time be
requested.  Also, the Adviser furnishes to the Fund,  without additional charge,
such administrative and management  supervision and office facilities (which may
be the Adviser's own offices) as the Adviser may believe  appropriate  or as the
Fund may reasonably request.  However,  the Fund may also hire its own employees
and contract for services to be performed by third parties.

   
     Under the Investment Advisory Agreement, the Adviser is compensated for its
services,  by a monthly fee based on an annual  percentage  of the average daily
net assets of each Portfolio.  For each  Portfolio,  the Fund pays the Adviser a
fee at an annual  rate of .50% of the  Portfolio's  average  daily  net  assets,
except for the  Tactical  Asset  Allocation  Portfolio,  the fee for which is an
annual rate of .80% of the Portfolio's average daily net assets.
    

THE SUB-ADVISER TO THE TACTICAL ASSET ALLOCATION PORTFOLIO

     AUL has engaged Dean  Investment  Associates,  a Division of C.H.  Dean and
Associates,  Inc.,  to serve as  Sub-Adviser  to the Tactical  Asset  Allocation
Portfolio.  Dean  Investment  Associates  is  located at 2480  Kettering  Tower,
Dayton,  Ohio  45423-2480,  and is a  registered  investment  adviser  with  the
Securities and Exchange Commission.  Dean Investment  Associates is wholly-owned
by C.H. Dean and Associates,  Inc.  Founded in 1972, Dean Investment  Associates
manages  portfolios for individuals and institutional  clients  worldwide.  Dean
Investment  Associates provides a full range of investment advisory services and
currently has over $4 billion of assets under management.

     Subject to the  supervision of the Investment  Adviser and the Fund's Board
of Directors,  the Sub-Adviser is responsible  for the actual  management of the
Portfolio and for making decisions to buy, sell or hold any particular security,
and it places orders to buy or sell securities on behalf of the Portfolio.

   
     For its services, the Sub-Adviser receives fees from the Investment Adviser
(and not the  Portfolio)  in the  amount  of (i)  68.75%  of the  advisory  fees
received by the Investment Adviser with respect to the Tactical Asset Allocation
Portfolio,  less  (ii) 50% of the  amount  of any  excess  expenses  paid by the
Investment  Adviser on behalf of the Portfolio pursuant to the expense guarantee
described below.
    

OTHER EXPENSES

     The Fund is responsible for bearing all costs of its operations. Such costs
include fees to the Adviser,  shareholder  servicing costs,  directors' fees and
expenses,  legal and auditing  fees,  custodian  fees,  registration  fees,  and
others. Sub-Advisory fees paid to Dean Investment Associates with respect to the
Tactical  Asset  Allocation  Portfolio  are  borne  by the  Adviser  and not the
Portfolio.  Fund expenses  directly  attributable  to a Portfolio are charged to
that  Portfolio;  other  expenses are  allocated  proportionately  among all the
Portfolios  in  relation  to the net assets of each  Portfolio.  The Adviser has
currently  agreed to reduce its fee with  respect to a  Portfolio  to the extent
necessary to prevent the Portfolio's  ordinary operating expenses from exceeding
1.0% of the  Portfolio's  average daily net assets during the year. In the event
that this fee  arrangement is  insufficient  to prevent a Portfolio's  aggregate
ordinary operating expenses from exceeding 1.0% of the Portfolio's average daily
net  assets  during  the  year,  the  Adviser  has  further  agreed  to assume a
Portfolio's  expenses to the extent  necessary to limit such expenses to 1.0% of
the  Portfolio's  average daily net assets during the year.  Ordinary  operating
expenses include the advisory fee but do not include interest,  taxes, brokerage
commissions  and other  transactional  expenses  and, if any,  legal  claims and
liabilities,  litigation costs and  indemnification  payments in connection with
litigation, and other extraordinary expenses. If the Adviser has reduced its fee
with  respect  to a  Portfolio  in any  given  year,  in any  of the  next  five
succeeding  years in which the Portfolio's  ordinary  operating  expenses do not
exceed 1.0% of average  daily net assets,  the  Adviser's  fee will be increased
with respect to that  Portfolio  by an amount equal to any prior fee  reduction;
provided  that such fee  increase  does not cause the  Portfolio's  expenses  to
exceed 1.0% of the Portfolio's average daily net assets in that year. The


<PAGE>
                                       11


Adviser  may  terminate  the policy of  reducing  its fee and/or  assuming  Fund
expenses  upon 30 days  written  notice  to the  Fund and  such  policy  will be
terminated   automatically  by  the  termination  of  the  Investment   Advisory
Agreement. 

PORTFOLIO EXPENSES

     On December 31 of the years  1995,  1994,  1993,  1992,  1991,  and for the
period  from April 10,  1990 (the date the Fund  commenced  operations)  through
December 31,  1990,  the total  expenses of each  Portfolio of the Fund were the
following  percentages  of average daily net assets for the periods  shown.  The
Tactical Asset Allocation Portfolio commenced operations July 31, 1995.

<TABLE>
<CAPTION>
                                                                                                                       Tactical(1)
             Year                    Equity               Bond                  Money Market           Managed            Asset
             ----                    ------               ----                  ------------           -------            -----
             <S>                     <C>                  <C>                   <C>                    <C>               <C>
             1995                    .70%                 .70%                  .73%                   .70%              1.00%
             1994                    .73%                 .73%                  .75%                   .73%               N.A.
             1993                    .82%                 .80%                  .84%.                  .81%               N.A.
             1992                    .84%                 .79%                  .85%                   .82%               N.A.
             1991                    .80%                 .71%                  .85%                   .94%               N.A.
             1990                    1.00%               1.00%                 1.00%                   .98%               N.A.
<FN>
(1) Ratio  calculated  for period July 31, 1995 through  December 31, 1995 on an
annualized basis.
</FN>
</TABLE>
               DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES

U.S. GOVERNMENT SECURITIES

     All of the  Portfolios  may  invest  in U.S.  Government  securities.  U.S.
Government  securities are obligations of or obligations  guaranteed by the U.S.
Government, its agencies or instrumentalities. Securities guaranteed by the U.S.
Government  include:  (1)  direct  obligations  of the  U.S.  Treasury  (such as
Treasury bills, notes, and bonds) and (2) federal agency obligations  guaranteed
as to principal and interest by the U.S.  Treasury (such as GNMA  certificates).
With  respect to these  securities,  the payment of  principal  and  interest is
unconditionally  guaranteed  by the U.S.  Government,  and thus  they are of the
highest  credit  quality.  Such  securities  are subject to variations in market
value due to  fluctuations  in interest  rates,  but, if held to  maturity,  are
guaranteed by the U.S. Government to be paid in full.  Securities issued by U.S.
Government  instrumentalities  and certain  federal  agencies are neither direct
obligations of nor obligations guaranteed by the Treasury. However, they involve
federal  sponsorship  in  one  way  or  another:   some  are  supported  by  the
discretionary  authority of the Treasury to purchase certain  obligations of the
issuer; others are supported only by the credit of the issuing government agency
or instrumentality.  These agencies and  instrumentalities  include, but are not
limited to, Federal Land Banks,  Farmers Home  Administration,  Central Bank for
Cooperatives, Federal Intermediate Credit Banks, and Federal Home Loan Banks.

MORTGAGE-RELATED SECURITIES

     The Bond  Portfolio,  Managed  Portfolio,  and  Tactical  Asset  Allocation
Portfolio  may  invest  in GNMA  certificates,  FNMA and  FHLMC  mortgage-backed
obligations and privately issued mortgage-backed securities.

     GNMA  Certificates:   Government   National  Mortgage   Association  (GNMA)
certificates are  mortgage-backed  securities  representing  part ownership of a
pool of mortgage  loans on which  timely  payment of interest  and  principal is
guaranteed  by  the  full  faith  and  credit  of  the  U.S.  Government.   GNMA
certificates  differ from typical bonds since  principal is repaid  monthly over
the term of the loan rather than  returned in a lump-sum at  maturity.  Although
GNMA guarantees timely payment even if homeowners delay or default, tracking the
"pass-through"  payments may, at times, be difficult.  Expected  payments may be
delayed due to the delays in registering the newly traded paper securities.  The
Custodian's  policies for crediting  missed  payments while errant  receipts are
tracked  down may  vary.  Although  the  mortgage  loans in the pool  will  have
maturities of up to 30 years, the actual average life of the GNMA  certificates,
typically,  will be  substantially  less, since the mortgages will be subject to
normal principal amortization and may be prepaid prior to maturity.

     FNMA and FHLMC Mortgage-Backed  Obligations:  The Federal National Mortgage
Association  ("FNMA"),  a federally chartered and  privately-owned  corporation,
issues pass-through  securities representing interests in a pool of conventional
mortgage loans. FNMA guarantees the timely payment of principal and interest but
this  guarantee  is  not  backed  by the  full  faith  and  credit  of the  U.S.
Government.  The Federal Home Loan Mortgage Corporation  ("FHLMC"),  a corporate
instrumentality of the United States,  issues  participation  certificates which
represent  interests in a pool of conventional  mortgage loans. FHLMC guarantees
the timely  payment of interest and the  ultimate  collection  of principal  and
maintains  reserves to protect  holders  against losses due to default,  but the
certificates are not backed by the full faith and credit of the U.S. Government.
As in the case with GNMA certificates, the actual maturity of and realized yield
on  particular  FNMA and FHLMC  pass-through  securities  will vary based on the
prepayment experience of the underlying pool of mortgages.

<PAGE>
                                       12



     Other  Mortgage-Backed  Securities:  Mortgage-backed  securities  are  also
issued by financial  institutions  such as  commercial  banks,  savings and loan
associations,  mortgage banks, and securities  broker-dealers  (or affiliates of
such  institutions  established to issue these securities) in the form of either
collateralized  mortgage obligations ("CMOs") or mortgage-backed bonds. CMOs are
obligations fully  collateralized  directly or indirectly by a pool of mortgages
on which  payments  of  principal  and  interest  are  dedicated  to  payment of
principal and interest on the CMOs.  Payments are passed through to the holders,
although not  necessarily on a pro rata basis,  on the same schedule as they are
received.  Mortgage-backed  bonds are general  obligations  of the issuer  fully
collateralized  directly or  indirectly  by a pool of  mortgages.  The mortgages
serve as  collateral  for the issuer's  payment  obligations  on the bonds,  but
interest and principal  payments on the mortgages are not passed  through either
directly (as with GNMA certificates and FNMA and FHLMC pass-through  securities)
or on a  modified  basis (as with  CMOs).  Accordingly,  a change in the rate of
prepayments  on the pool of mortgages  could change the effective  maturity of a
CMO  but  not  that  of a  mortgage-backed  bond  (although,  like  many  bonds,
mortgage-backed  bonds can provide that they are callable by the issuer prior to
maturity).

     It is expected that governmental,  government-related,  or private entities
may create  mortgage loan pools and other  mortgage-backed  securities  offering
mortgage  pass-through  and  mortgage-collateralized  investments in addition to
those described above. As new types of mortgage-backed  securities are developed
and  offered  to  investors,  investments  in such new types of  mortgage-backed
securities will be considered.

     Risks of Mortgage-Related  Securities: In the case of mortgage pass-through
securities  such  as  GNMA  certificates  or  FNMA  and  FHLMC   mortgage-backed
obligations,  early repayment of principal arising from prepayments of principal
on the underlying mortgage loans due to the sale of the underlying property, the
refinancing of the loan, or  foreclosure  may expose a Portfolio to a lower rate
of return upon  reinvestment of principal.  Prepayment rates vary widely and may
be affected by changes in market interest rates. In periods of falling  interest
rates, the rate of prepayment tends to increase,  thereby  shortening the actual
average life of the mortgage-related security.  Conversely,  when interest rates
are rising,  the rate of prepayment tends to decrease,  thereby  lengthening the
actual average life of the  mortgage-related  security.  Accordingly,  it is not
possible  to  accurately   predict  the  average  life  of  a  particular  pool.
Reinvestment of prepayments may occur at higher or lower rates than the original
yield on the certificates.  Therefore, the actual maturity and realized yield on
pass-through  or modified  pass-through  mortgage-related  securities  will vary
based upon the prepayment experience on the underlying pool of mortgages.

ZERO COUPON BONDS

     The Tactical Asset Allocation  Portfolio may invest in zero coupon bonds or
"strips." Zero coupon bonds do not make regular interest payments;  rather, they
are  sold at a  discount  from  face  value.  Principal  and  accredit  discount
(representing interest accrued but not paid) are paid at maturity.  "Strips" are
debt  securities  that are stripped of their  interest  after the securities are
issued,  but otherwise are  comparable to zero coupon bonds.  The issuers of all
zero coupon bonds,  and the obligor of all "strips"  purchased by the Portfolio,
will be the U.S.  Government and its agencies or  instrumentalities.  The market
value of "strips"  and zero coupon  bonds  generally  fluctuates  in response to
changes in interest rates to a greater degree than interest-paying securities of
comparable term and quality.  The Tactical Asset  Allocation  Portfolio may also
invest in step coupon  securities.  For a description of these  securities,  see
"Zero  Coupon  and  Step  Coupon  Securities"  in the  Statement  of  Additional
Information.

FOREIGN SECURITIES

     The Tactical Asset  Allocation  Portfolio may invest up to 25% of its total
assets in equity  securities of foreign issuers.  It is anticipated that most of
the  Portfolio's  investments in securities of foreign  issuers will be American
Depositary  Receipts (ADRs).  The Equity Portfolio may also invest in ADRs. ADRs
are dollar-denominated receipts issued generally by domestic banks and represent
the deposit with the bank of a security of a foreign  issuer.  ADRs are publicly
traded on exchanges or over-the-counter in the United States.
 
     Foreign  securities may be subject to foreign  government taxes which would
reduce the income yield on such securities.  Foreign investments involve certain
risks, such as political or economic instability of the issuer or of the country
of issue, the difficulty of predicting international trade patterns, fluctuating
exchange  rates and the  possibility  of imposition of exchange  controls.  Such
securities may also be subject to greater  fluctuations in price than securities
of domestic  corporations or of the U.S. Government.  In addition,  there may be
less  publicly  available  information  about a  foreign  company  than  about a
domestic  company.  Foreign  companies  generally  are not  subject  to  uniform
accounting,  auditing and  financial  reporting  standards  comparable  to those
applicable to domestic companies.  There is generally less government regulation
of stock  exchanges,  brokers  and listed  companies  abroad  than in the United
States,  and, with respect to certain foreign countries,  there is a possibility
of  expropriation or confiscatory  taxation,  or diplomatic  developments  which
could affect investment in those countries.  Finally,  in the event of a default
on any such foreign  securities,  it may be more  difficult for the Portfolio to
obtain or to enforce a judgment against the issuers of such securities.  See the
Statement of Additional  Information  regarding additional risks associated with
foreign countries.

REPURCHASE AGREEMENTS

     All of the  Portfolios  may  invest in  repurchase  agreements.  Repurchase
agreements are agreements by which a Portfolio  purchases a security and obtains
a simultaneous  commitment from the seller (a member bank of the Federal Reserve
System or a recognized securities dealer) to repurchase the security at

<PAGE>
                                       13



an agreed  upon price and date.  The resale  price is in excess of the  purchase
price and reflects an agreed upon market rate of return  unrelated to the coupon
rate on the purchased  security.  Such transactions  afford an opportunity for a
Portfolio to maintain liquidity and earn income over periods of time as short as
overnight.

     The underlying  securities on repurchase  agreements  are  ordinarily  U.S.
Government securities,  but may be other securities in which the Portfolio might
otherwise invest. A Portfolio will enter into repurchase agreements only if they
are fully collateralized.  The market value of the collateral, including accrued
interest,  will equal or exceed the repurchase price, and the collateral will be
in the actual or constructive possession of the Portfolio.

     A repurchase agreement subjects a Portfolio to the risk of the inability of
the  seller to pay the  repurchase  price on the  delivery  date;  however,  the
underlying security constitutes the collateral for the seller's  obligation.  In
addition,  a Portfolio will enter into  repurchase  agreements only with parties
that the Adviser considers  creditworthy.  In the event the seller does default,
the Portfolio may incur (i) a loss if the value of the  collateral  declines and
(ii)  disposition  costs in connection with  liquidating the collateral.  In the
event  bankruptcy   proceedings  are  commenced  with  respect  to  the  seller,
realization  of the  collateral by the Portfolio may be delayed or limited and a
loss  may be  incurred  if the  collateral  securing  the  repurchase  agreement
declines in value during the bankruptcy proceedings.

REVERSE REPURCHASE AGREEMENTS

     All of the  Portfolios  may  invest in  reverse  repurchase  agreements.  A
reverse repurchase  agreement involves the sale of a security by a Portfolio and
its agreement to repurchase  the  instrument  at a specified  time and price.  A
Portfolio will maintain a segregated account consisting of cash, U.S. Government
securities,  or  high-grade  debt  obligations  to cover its  obligations  under
reverse repurchase agreements. A portfolio will limit its investments in reverse
repurchase  agreements  and other  borrowings  to no more than  one-third of the
current  market value of the  Portfolio's  total assets,  as reverse  repurchase
agreements may be considered  borrowings by a Portfolio  under the 1940 Act. The
use of reverse  repurchase  agreements  by a Portfolio  creates  leverage  which
increases a Portfolio's  investment  risk. If the income and gains on securities
purchased with the proceeds of reverse repurchase  agreements exceed the cost of
the agreements, the Portfolio's earnings or net asset value will increase faster
than otherwise  would be the case;  conversely,  if the income and gains fail to
exceed  the  costs,  earnings  or net asset  value  would  decline  faster  than
otherwise would be the case.

BANKING INDUSTRY AND SAVINGS INDUSTRY OBLIGATIONS

     All  Portfolios  may invest in  certificates  of  deposit,  time  deposits,
bankers' acceptances, and other short-term debt obligations issued by commercial
banks and in  certificates  of  deposit,  time  deposits,  and other  short-term
obligations  issued by savings and loan associations  ("S&Ls").  Certificates of
deposit are receipts  from a bank or an S&L for funds  deposited for a specified
period of time at a  specified  rate of return.  Bankers'  acceptances  are time
drafts  drawn on  commercial  banks by  borrowers,  usually in  connection  with
international  commercial  transactions.  The  Portfolios  may  also  invest  in
obligations of foreign branches of commercial banks and foreign banks so long as
the securities are U.S. dollar-denominated.  See "Foreign Securities" discussion
in  this  section  for  further  information  regarding  risks  associated  with
investment in foreign securities.
 
     The Portfolios  will not invest in obligations  issued by a commercial bank
or S&L unless the bank or S&L has total  assets of at least $1  billion,  or the
equivalent in other currencies,  and the institution has outstanding  securities
rated A or better by S&P or Moody's,  or, if the  institution has no outstanding
securities rated by S&P or Moody's,  such  institution,  in the determination of
the Adviser,  has  creditworthiness  similar to institutions  having outstanding
securities so rated.

     See the Statement of Additional Information  "Description of Securities and
Investment Techniques" for further information regarding these obligations.

OPTIONS

     In  pursuing  their  investment  objectives,  the  Equity  Portfolio,  Bond
Portfolio,  and Managed Portfolio may engage in certain  transactions in put and
call options.

     The Equity  Portfolio,  the Bond Portfolio,  and the Managed  Portfolio may
each write (i.e.,  sell) call options ("calls") in furtherance of its respective
investment  objective or objectives if (i) after any sale,  not more than 25% of
that Portfolio's  total as- sets are subject to calls; (ii) the calls are traded
on a domestic  securities  exchange  or board of trade;  and (iii) the calls are
"covered."

     The Equity  Portfolio,  the Bond Portfolio,  and the Managed  Portfolio may
also write put options  ("puts")  if (i) after any sale,  the  aggregate  of the
exercise prices of all  outstanding  puts written by the Portfolio do not exceed
25% of the  Portfolio's  total  assets;  (ii) the puts are  traded on a domestic
securities exchange or board of trade; and (iii) the puts are "secured." Each of
these  Portfolios may purchase a put only in a closing  purchase  transaction to
terminate an obligation on a put which it has written.
 
     A Portfolio  may write a call or put option only if the option is "covered"
or "secured" by the Portfolio holding a position in the underlying securities.

     The Bond  Portfolio  and Managed  Portfolio  may each purchase call options
("calls") on securities to protect  against  substantial  increases in prices of
securities  the Portfolio may wish to purchase  pending its ability to invest in
such securities in an orderly manner.  The Equity  Portfolio may purchase a call
only

<PAGE>
                                       14


in a closing purchase transaction to terminate its obligation on a call which it
has written. a portfolio may sell calls it has previously purchased, which could
result in a net gain or loss  depending  on whether  the amount  realized on the
sale is more or less than the  premium and other  transaction  costs paid on the
call which is sold.

     Risks of Options Transactions: The purchase and writing of options involves
certain risks.  During the option period, the covered call writer has, in return
for the premium on the option,  given up the  opportunity to profit from a price
increase in the underlying  securities above the exercise price, but, as long as
its obligation as a writer  continues,  has retained the risk of loss should the
price of the underlying security decline. The writer of an option has no control
over the time when it may be required to fulfill its  obligation  as a writer of
the option.  If a call option  purchased  by a Portfolio is not sold when it has
remaining value, and if the market price of the underlying security remains less
than or equal  to the  exercise  price,  the  Portfolio  will  lose  its  entire
investment in the option.

     There can be no assurance  that a liquid market will exist when a Portfolio
seeks to close out an option position.  Furthermore,  if trading restrictions or
suspensions  are imposed on the options  markets,  a Portfolio  may be unable to
close out a position.  If a Portfolio  cannot effect a closing  transaction,  it
will not be able to sell the underlying  security  while the previously  written
option remains outstanding, even if it might otherwise be advantageous to do so.

     Since  option  premiums  paid or  received by a  Portfolio,  as compared to
underlying  investments,  are  small in  relation  to the  market  value of such
investments,  buying call options offers large amounts of leverage,  which could
result in the Portfolios' net asset value being more sensitive to changes in the
value of the underlying securities.

FUTURES CONTRACTS

     The Bond  Portfolio  and the Managed  Portfolio may invest in interest rate
futures  contracts.  These  investments  may be made  solely for the  purpose of
hedging against  changes in the value of a Portfolio's  securities or securities
intended to be purchased due to anticipated changes in interest rates and market
conditions, and not for purposes of speculation.

     As a hedging strategy,  a Portfolio might purchase an interest rate futures
contract when it is not fully invested in long-term  debt  securities but wishes
to defer their purchase for some time until it can invest in such  securities or
because short-term yields are higher than long-term yields.  Such purchase would
enable a Portfolio to earn the income on a short-term security while at the same
time  minimizing the effect of all or part of an increase of the market price of
the  long-term  debt security  which the  Portfolio  intended to purchase in the
future.  A Portfolio  would sell an interest  rate futures  contract in order to
continue to receive the income from a long-term debt security while  endeavoring
to avoid part or all of the decline in market value of that security which would
accompany an increase in interest rates.

     Risks of  Futures:  There  are  several  risks  associated  with the use of
futures for hedging  purposes.  While a  Portfolio's  hedging  transactions  may
protect the Portfolio against adverse movements in the general level of interest
rates,  such  transactions  could also preclude the  opportunity to benefit from
favorable  movements in the level of interest  rates.  There can be no guarantee
that there will be a correlation  between price movements in the hedging vehicle
and in the securities being hedged.  An incorrect  correlation could result in a
loss on both the hedged  securities  in a Portfolio  and the hedging  vehicle so
that the Portfolio return might have been better had hedging not been attempted.
The successful  use of futures is dependent on the Adviser's  ability to predict
correctly movements in the direction of the stock market and no assurance can be
given that the Adviser's judgment in this respect will be correct.

     There can be no assurance  that a liquid market will exist at a time when a
Portfolio  seeks to close out a futures  contract.  Most futures  exchanges  and
boards of trade limit the amount of  fluctuation  permitted in futures  contract
prices  during a single  day;  once  the  daily  limit  has  been  reached  on a
particular  contract,  no  trades  may be made that day at a price  beyond  that
limit. In addition,  certain of these instruments are relatively new and without
a significant trading history. As a result, there is no assurance that an active
secondary market will develop or continue to exist.  Lack of a liquid market for
any reason may prevent the Portfolio from  liquidating  an unfavorable  position
and the Portfolio would remain obligated to meet margin  requirements  until the
position is closed.

     A Portfolio will only enter into futures  contracts which are  standardized
and traded on a U.S. exchange or board of trade. A Portfolio will not enter into
a futures  contract if immediately  thereafter  the initial margin  deposits for
futures  contracts  held by the  Portfolio  plus  premiums  paid by it for  open
futures  option  positions,  less the  amount  by which any such  positions  are
"in-the-money," would exceed 5% of the Portfolio's total assets.

OTHER INVESTMENT COMPANIES

     Each of the  Fund's  Portfolios  may  invest  in  shares  issued  by  other
investment  companies.  The Tactical Asset Allocation Portfolio may invest up to
10% of its total assets in money market funds, within limits imposed by the 1940
Act upon  investment  by the  Portfolio in other  investment  companies.  If the
forecasting  models employed by the  Sub-Adviser  predict a decline in the stock
market,  the  Sub-Adviser  expects to reduce  equity  exposure  and increase the
Portfolio's  cash  position,  including  investment  in money  market  funds.  A
Portfolio  is  limited in the degree to which it may invest in shares of another
investment company in that it may not, at the time of the purchase,  (1) acquire
more than 3% of the  outstanding  voting shares of the investment  company,  (2)
invest more than 5% of


<PAGE>
                                       15



the Portfolio's total assets in the investment  company, or (3) invest more than
10% of the Portfolio's  total assets in all investment  company  holdings.  As a
shareholder in any investment  company,  a Portfolio will bear its ratable share
of the investment company's expenses, including management fees in the case of a
management investment company.

                             INVESTMENT RESTRICTIONS

     The Fund has adopted certain investment  restrictions applicable to each of
the  Portfolios.  The  restrictions  are stated in the SAI, and some are briefly
described in this  paragraph.  A Portfolio  will not, with respect to 75% of its
assets,  invest  more than 5% of its  assets in  securities  of any one  issuer,
except that this restriction  does not apply to U.S.  Government  securities.  A
Portfolio  will not, with respect to 75% of its assets,  invest in more than 10%
of any one issuer's outstanding voting securities. No Portfolio will concentrate
more  than 25% of its  assets  in any  particular  industry,  except  that  this
restriction  does not apply to U.S.  Government  securities and, with respect to
the Money Market Portfolio,  to securities or obligations (other than commercial
paper) issued by domestic branches of U.S. banks. In addition, no Portfolio will
borrow money or pledge its assets,  with certain  exceptions  that are set forth
under "Investment Restrictions" in the SAI.

     Each  Portfolio  is subject to the  above-referenced  and other  investment
restrictions,  all of which are stated in the SAI. Those restrictions,  together
with each  Portfolio's  investment  objective or  objectives  as set forth under
"Investment  Objectives and Policies," are fundamental policies of each existing
Portfolio  and may not be changed  with  respect to any  Portfolio  without  the
approval of a majority of the outstanding  voting shares of that Portfolio.  The
vote of a majority of the  outstanding  voting  shares of a Portfolio  means the
vote at an  annual  or  special  meeting  of:  (i)  67% or  more  of the  voting
securities  present  at such  meeting,  if the  holders  of more than 50% of the
outstanding voting shares of such Portfolio are present or represented by proxy;
or (ii) more than 50% of the  outstanding  voting  securities of such Portfolio,
whichever is less.

                       PORTFOLIO TRANSACTIONS AND TURNOVER

     Pursuant  to  the  Investment  Advisory  Agreement  (and  the  Sub-Advisory
Agreement with respect to the Tactical Asset Allocation Portfolio),  the Adviser
or Sub-Adviser places orders for the purchase and sale of portfolio  investments
for  the  Fund's  Portfolios  with  brokers  or  dealers  selected  by it in its
discretion.  In executing transactions,  the Adviser or Sub-Adviser will attempt
to obtain the best  execution  for a Portfolio  taking into account such factors
deemed  appropriate by the Adviser or  Sub-Adviser.  In effecting  purchases and
sales of  portfolio  securities  for the  account  of the Fund,  the  Adviser or
Sub-Adviser may pay higher  commission  rates than the lowest available when the
Adviser or Sub-Adviser  believes it is reasonable to do so in light of the value
of the  brokerage  and research  services  provided by the broker  effecting the
transaction.   In the case of securities traded on the over-the-counter markets,
there is generally no stated  commission,  but the price includes an undisclosed
commission or markup. For a more complete description of procedures on effecting
portfolio transactions, see the SAI.

   
     Some  securities  considered  for  investment  by  the  Fund  may  also  be
appropriate for other accounts  served by the Adviser or Sub-Adviser,  including
the  Adviser's  or  Sub-Adviser's  general  account.  If a  purchase  or sale of
securities  consistent  with the  investment  policies of a Portfolio and one or
more of these other accounts  served by the Adviser or Sub-Adviser is considered
at or about the same time,  it is the policy of AUL and the  Sub-Advisor  not to
favor any one account or Portfolio over another, and any purchase or sale orders
executed  contemporaneously  are allocated at the average price and as nearly as
practicable  on a pro rata  basis in  proportion  to the  amounts  desired to be
purchased or sold by each account or Portfolio.  While it is conceivable that in
certain  instances this Procedure could adversely  affect the price or number of
shares involved in a particular Portfolio  transaction,  it is believed that the
procedure  generally  contributes  to better  overall  execution  of the  Fund's
portfolio  transactions.   This  allocation  method  and  the  results  of  such
allocations, are subject to periodic review by the Fund's Adviser,  Sub-Adviser,
and Board of Directors.
    

     For reporting  purposes,  each  Portfolio's  turnover rate is calculated by
dividing the value of the lesser of  purchases or sales of portfolio  securities
for the fiscal year by the monthly average of the value of portfolio  securities
owned by the Portfolio  during the fiscal year. In  determining  such  portfolio
turnover,  all securities  whose  maturities at the time of acquisition were one
year or less are  excluded.  A 100%  portfolio  turnover  rate would occur,  for
example,  if all of the  securities  in the  Portfolio  (other  than  short-term
securities)  were  replaced  once during the fiscal year.  The turnover rate for
each of the  Portfolios  is listed in the section  titled  "Condensed  Financial
Information" in this Prospectus.

     The turnover rate for each of the  Portfolios  will vary from year to year,
and,  depending on market  conditions,  turnover  could be greater in periods of
unusual market movement and  volatility.  A higher turnover rate would result in
greater  brokerage  commissions  or other  transactional  expenses which must be
borne, directly or indirectly,  by a Portfolio and ultimately by the Portfolio's
shareholders.


<PAGE>
                                       16



                        DESCRIPTION OF THE FUND'S SHARES

   
     The Fund was  organized as a Maryland  Corporation  on July 26,  1989,  and
currently consists of five separately managed Portfolios. The Board of Directors
may establish  additional  portfolios in the future.  The  capitalization of the
Fund consists of 125,000,000 authorized shares of common stock, par value $0.001
per share with 10,000,000  unallocated shares.  When issued,  shares of the Fund
are fully paid, non-assessable, and freely transferable.  Maryland corporate law
does not require the Fund to hold annual shareholder meetings,  although special
meetings may be called for a specific Portfolio, or for the Fund as a whole, for
purposes such as electing or removing directors,  changing fundamental policies,
or approving an advisory contract.
    

     In  accordance  with current law, it is  anticipated  that AUL will request
voting instructions from owners or participants of any Contracts that are funded
by  separate  accounts  that  are  registered  investment  companies  under  the
Investment Company Act of 1940 and will vote shares in any such separate account
attributable to the Contracts in proportion to the voting instructions received.
AUL may vote shares of any Portfolio,  if any, that it owns  beneficially in its
own discretion. In connection with the organization of the Fund, AUL invested in
shares  of the  Portfolios  to  provide  the  initial  capital.  Thus,  until  a
significant  number of  shares of the  Portfolios  are sold in  connection  with
Contracts  funded  by  registered   separate  accounts,   AUL  may  control  the
Portfolios.  It is anticipated that AUL and one or more of its separate accounts
will be the sole record shareholders of the Fund.

                        DIVIDENDS, DISTRIBUTION AND TAXES

FEDERAL INCOME TAX STATUS

     Each Portfolio intends to qualify and to elect to be treated each year as a
regulated  investment  company under  Sub-chapter M of the Internal Revenue Code
(the "Code").  Each Portfolio that qualifies as a regulated  investment  company
will not be subject to Federal income tax on the net income  (including  capital
gains)  distributed  by it.  Such  income and capital  gains  distributions  are
automatically  reinvested  in  additional  shares of the  Portfolio  unless  the
shareholder (separate account) elects otherwise.

     Distributions  of  any  net  investment  income  and of  any  net  realized
short-term  capital gains are treated as ordinary income for tax purposes in the
hands of the  shareholder  (separate  account).  The excess of any net long-term
capital  gains  over  the   short-term   capital  losses  will,  to  the  extent
distributed,  be treated as long-term capital gains in the hands of the separate
account  regardless of the length of time the separate account may have held the
shares.

     Reference is made to the  Prospectus  for the separate  account or accounts
that invest in the Fund and/or the applicable contract for information regarding
the federal  income tax treatment of  distributions  to the separate  account or
accounts.

DISTRIBUTIONS AND DIVIDENDS

     Any distributions  made by a Portfolio will be automatically  reinvested in
additional  shares of that Portfolio,  unless an election is made on behalf of a
separate account to receive distributions in cash. Dividends or distributions by
a Portfolio other than the Money Market  Portfolio will reduce the per-share net
asset value by the per-share amount so paid.

                        PURCHASE AND REDEMPTION OF SHARES

     As of the date  of  this  Prospectus,  shares of the Fund are offered  only
for purchase by one or more  separate  accounts of AUL to serve as an investment
medium for the Contracts  issued by AUL. Shares of each Portfolio may be offered
in the future to separate accounts of other affiliated or unaffiliated insurance
companies to serve as the underlying investments for variable annuity contracts.
Shares of each Portfolio are sold at their  respective net asset values (without
a sales  charge) next computed  after receipt of a purchase  order by AUL at its
Home Office,  on behalf of a separate  account.  Redemptions will be effected by
the separate  accounts to meet  obligations  under the Contracts.  Owners of the
Contracts  do not deal  directly  with the Fund  with  respect  to  acquisition,
redemption,  or  transfer  of  shares,  and  should  refer to the  Contract  (or
Certificate  thereunder),  or if  applicable,  the  prospectus  for the separate
account for  information  on  allocation of premiums and on transfers of account
value.

     Shares  of a  Portfolio  may be  redeemed  on any day  that AUL is open for
business.  Redemptions  are  effected  at the per  share net  asset  value  next
determined after receipt of the redemption request by AUL at its home office, on
behalf of a separate account.  Redemption  proceeds normally will be paid within
seven  days  following  receipt of  instructions  in proper  form.  The right of
redemption  may be suspended by the Fund (i) when the New York Stock Exchange is
closed  (other than  customary  weekend and holiday  closings) or for any period
during which trading thereon is restricted; (ii) because an emergency exists, as
determined  by the  Securities  and  Exchange  Commission,  making  disposal  of
portfolio securities or valuation of new assets not reasonably practicable;  and
(iii)  whenever the Securities  and Exchange  Commission has by order  permitted
such suspension or postponement for the protection of shareholders.


<PAGE>
                                       17


                                 NET ASSET VALUE

   
     The net asset value is determined by dividing the value of each Portfolio's
net assets by the number of its shares  outstanding.  That determination is made
once each business  day,  Monday  through  Friday,  at or about 4 p.m.,  eastern
standard time ("EST").  The determination may be made earlier than 4 p.m. EST if
the markets  close  earlier than 4 p.m. EST and it is possible to determine  the
net asset value at that time.   Net asset value will not be  determined  on days
that the New York Stock Exchange is closed,  on any federal  holidays or on days
when  AUL is not  open for  business.  Traditionally,  in  addition  to  federal
holidays,  AUL is not open for business on the day after Thanksgiving and either
the day before or after Christmas or  Independence  Day. The value of the assets
of each  Portfolio  other than the Money Market  Portfolio is based on actual or
estimated  market value,  with special  provisions for assets not having readily
available market  quotations and for short-term debt  securities.  The net asset
value  per  share of each  Portfolio  except  the Money  Market  Portfolio  will
fluctuate in response to changes in market  conditions  and other  factors.  The
Money Market  Portfolio  will attempt to maintain a constant net asset value per
share of $1.00,  which  will not  fluctuate  in  response  to  changes in market
conditions, although there can be no assurance that this will be achieved.
    

     The Money Market Portfolio  attempts to maintain a constant net asset value
per share by using the  amortized  cost method of  valuation  for its  portfolio
securities.  This involves valuing a security at cost on the date of acquisition
and thereafter  assuming a constant accretion of a discount or amortization of a
premium  to  maturity.  See  the  Statement  of  Additional  Information  for  a
description of certain  conditions  and procedures  followed by the Portfolio in
connection with amortized cost valuation.

                             PERFORMANCE INFORMATION

     The Fund may, from time to time,  include the yield and effective  yield of
the Money Market Portfolio, the yield of the remaining Portfolios, and the total
return of all Portfolios in  advertisements  and sales  literature.  Performance
information for the Fund will not be advertised or included in sales  literature
unless accompanied by comparable performance  information for a separate account
to which the Fund offers its shares.

     Current  yield  for the  Money  Market  Portfolio  will be based on  income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return on the investment).  "Effective  yield" for the Money Market Portfolio is
calculated in a manner similar to that used to calculate yield, but reflects the
compounding effect of earnings on reinvested dividends.

     For the remaining Portfolios,  any quotations of yield will be based on all
investment  income per share  earned  during a given  30-day  period  (including
dividends  and  interest),   less  expenses  accrued  during  the  period  ("net
investment  income"),  and will be computed by dividing net investment income by
the maximum public offering price per share on the last day of the period.

     Quotations  of  average  annual  total  return  for any  Portfolio  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  on a
hypothetical investment in the Portfolio over periods of one, five and ten years
(or if less, up to the life of the  Portfolio),  will reflect the deduction of a
proportional  share of Portfolio  expenses (on an annual basis), and will assume
that all dividends and  distributions  are reinvested  when paid.  Quotations of
total return may also be shown for other periods.

     Quotations of yield or total return for the Fund will not take into account
charges or deductions against any separate account to which Fund shares are sold
or charges and  deductions  against  the  Contracts  issued by AUL.  Performance
information  for any Portfolio  reflects only the  performance of a hypothetical
investment  in the  Portfolio  during the  particular  time  period on which the
calculations are based. Performance information should be considered in light of
the   Portfolio's    investment   objective   or   objectives,    policies   and
characteristics,  and the market  conditions  during the given time period,  and
should not be  considered  as a  representation  of what may be  achieved in the
future.  For a  description  of the methods  used to  determine  yield and total
return for the  Portfolio,  see  "Performance  Information"  in the Statement of
Additional Information.

                                  LEGAL COUNSEL

     Dechert  Price & Rhoads,  Washington,  D.C.,  has passed upon certain legal
matters in connection with the shares offered by this Prospectus,  and also acts
as outside counsel to the Fund.

                             INDEPENDENT ACCOUNTANTS

     Coopers & Lybrand L.L.P., One American Square, Indianapolis, Indiana, serve
as independent accountants of the Fund.

<PAGE>
                                       18



                       STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
relating  to the AUL  American  Series  Fund,  Inc.  A  summary  of the Table of
Contents of the Statement of Additional Information is set forth below:
<TABLE>
<CAPTION>

Description                                                                                                                    Page


<S>                                                                                                                           <C>
INTRODUCTION.............................................................................................................          3
DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES......................................................................        3-9
INVESTMENT RESTRICTIONS..................................................................................................       9-10
MANAGEMENT OF THE FUND...................................................................................................      10-11
PORTFOLIO TRANSACTIONS AND BROKERAGE.....................................................................................      11-12
NET ASSET VALUE..........................................................................................................         12
PERFORMANCE INFORMATION..................................................................................................         13
TAXATION.................................................................................................................         14
OTHER INFORMATION........................................................................................................      14-15
FINANCIAL STATEMENTS.....................................................................................................         15
APPENDIX I...............................................................................................................         16
</TABLE>

A Statement of Additional  Information  may be obtained by calling or writing to
AUL at the telephone number and address in the front of this Prospectus.



<PAGE>
                                       19


================================================================================
         No  dealer,  salesman  or any  other  person is  authorized  by the AUL
         American   Series  Fund  to  give  any   information  or  to  make  any
         representation other than as contained in this Prospectus in connection
         with the offering described herein.

         There has been  filed  with the  Securities  and  Exchange  Commission,
         Washington,  D.C., a Registration Statement under the Securities Act of
         1933, as amended,  and the Investment  Company Act of 1940, as amended,
         with respect to the offering herein described.  For further information
         with respect to the AUL American Series Fund, reference is made thereto
         and the exhibits filed therewith or incorporated therein, which include
         all contracts or documents referred to herein.
================================================================================





                         AUL AMERICAN SERIES FUND, INC.

                           Variable Annuity Contracts

                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46204

                                   PROSPECTUS

   
                               Dated: May 1, 1996
    

================================================================================

<PAGE>
                                       1





                       STATEMENT OF ADDITIONAL INFORMATION
                         AUL AMERICAN SERIES FUND, INC.

   
                                   May 1, 1996





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

         AUL American Series Fund, Inc. (the "Fund") is an open-end, diversified
         management  investment  company  currently  consisting of five separate
         investment  portfolios:  the AUL  American  Equity  Portfolio  ("Equity
         Portfolio"),  the AUL American Bond Portfolio ("Bond  Portfolio"),  the
         AUL American Money Market Portfolio ("Money Market Portfolio"), the AUL
         American Managed Portfolio ("Managed Portfolio"),  and the AUL American
         Tactical  Asset  Allocation   Portfolio   ("Tactical  Asset  Allocation
         Portfolio")

         This Statement of Additional  Information is intended to supplement the
         information  provided to investors in the Prospectus dated May 1, 1996,
         of AUL  American  Series  Fund,  Inc.,  and has  been  filed  with  the
         Securities and Exchange  Commission as part of the Fund's  Registration
         Statement.  Investors  should  note,  however,  that this  Statement of
         Additional  Information  is not itself a prospectus  and should be read
         carefully in  conjunction  with the Fund's  Prospectus and retained for
         future  reference.   The  contents  of  this  Statement  of  Additional
         Information  are  incorporated  by reference in the Prospectus in their
         entirety.  A copy of the Prospectus may be obtained free of charge from
         the Fund at the address and telephone number listed below.

    

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




                         AUL American Series Fund, Inc.
                               One American Square
                           Indianapolis, Indiana 46204
                                 (800) 634-1629

<PAGE>
                                       2


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                                            <C>

Description                                                                                                                   Page

INTRODUCTION...............................................................................................................        3

DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES........................................................................      3-9
  U.S. Government Securities...............................................................................................        3
  Mortgage-Related Securities..............................................................................................        3
   GNMA Certificates.......................................................................................................        3
   FNMA and FHLMC Obligations..............................................................................................        4
   Collateralized Mortgage Obligations.....................................................................................        4
   Other Mortgage-Backed Securities........................................................................................        4
  Repurchase Agreements....................................................................................................        5
  Reverse Repurchase Agreements............................................................................................        5
  Banking Industry and Savings Industry Obligations........................................................................        5
  Options..................................................................................................................        6
   Risks Associated with Options...........................................................................................        6
  Futures Contracts........................................................................................................        7
   Limitations.............................................................................................................        7
   Risks Associated with Futures...........................................................................................        8

INVESTMENT RESTRICTIONS....................................................................................................     9-10

MANAGEMENT OF THE FUND.....................................................................................................    11-12
  Directors and Officers...................................................................................................       11
  Compensation of Directors................................................................................................       11
  The Investment Adviser...................................................................................................       11
  The Sub-Adviser..........................................................................................................       12
  Purchases and Redemptions................................................................................................       12

PORTFOLIO TRANSACTIONS AND BROKERAGE.......................................................................................    12-13
  Brokerage and Research Services..........................................................................................       12

NET ASSET VALUE............................................................................................................       13

PERFORMANCE INFORMATION....................................................................................................    13-14

TAXATION...................................................................................................................    14-15
  Distributions............................................................................................................       15

OTHER INFORMATION..........................................................................................................       15
  Capitalization...........................................................................................................       15
  Voting Rights............................................................................................................       15
  Custodian, Transfer Agent, and Dividend Disbursing Agent.................................................................       15
  Independent Accountants..................................................................................................       15
  Counsel..................................................................................................................       15

FINANCIAL STATEMENTS.......................................................................................................       16

APPENDIX I.................................................................................................................       16
  Corporate Bonds..........................................................................................................       16
  Commercial Paper.........................................................................................................       16
</TABLE>

<PAGE>
                                        3


                                  INTRODUCTION

     This Statement of Additional  Information is designed to elaborate upon the
discussion of certain  securities and investment  techniques which are described
in the Prospectus.  The more detailed  information  contained herein is intended
solely for investors who have read the  Prospectus  and are interested in a more
detailed  explanation of certain aspects of the Fund's securities and investment
techniques.   Captions  and  defined  terms  in  this  Statement  of  Additional
Information generally correspond to like captions and terms in the Prospectus.
      
               DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES

U.S. GOVERNMENT SECURITIES

     All of the  Portfolios  may  invest  in U.S.  Government  securities.  U.S.
Government securities are obligations of, or obligations guaranteed by, the U.S.
Government,  its agencies or  instrumentalities.  Direct obligations of the U.S.
Government include a variety of Treasury securities which differ with respect to
coupons,  maturities,  and dates of issue. Treasury bills have a maturity of one
year or less.  Treasury notes have maturities of one to ten years,  and Treasury
bonds generally have a maturity of greater than ten years. Securities guaranteed
by the U.S.  Government  include  federal  agency  obligations  guaranteed as to
principal  and  interest  by the  U.S.  Treasury  (such as  Government  National
Mortgage  Association ("GNMA")  certificates and Federal Housing  Administration
debentures).  The  payment of  principal  and  interest of these  securities  is
unconditionally guaranteed by the U.S. Government.  They are thus of the highest
credit quality. Such securities are subject to variations in market value due to
fluctuations  in interest  rates but, if held to maturity,  the United States is
directly obligated or guarantees to pay them in full.

     Securities issued by U.S. Government  instrumentalities and certain federal
agencies are neither direct  obligations of, nor obligations  guaranteed by, the
U.S. Treasury.  However, they involve federal sponsorship in one way or another:
some are  supported  by the issuer's  right to borrow from the U.S.  Government;
others are  supported  only by the credit of the  issuing  government  agency or
instrumentality.  These  agencies  and  instrumentalities  include,  but are not
limited to, Federal National Mortgage  Association  ("FNMA"),  Federal Home Loan
Bank,  Federal Land Banks,  Farmers  Financing Bank, Farm Credit Banks,  and the
Tennessee Valley Authority.

MORTGAGE-RELATED SECURITIES

     The Bond  Portfolio,  the Managed  Portfolio,  and the Tactical  Allocation
Portfolio  may  invest  in GNMA  certificates  and FNMA and  Federal  Home  Loan
Mortgage Corporation  ("FHLMC")  mortgage-backed  obligations.  Mortgage-related
securities  are interests in pools of mortgage  loans made to  residential  home
buyers, including mortgage loans made by savings and loan institutions, mortgage
bankers,  commercial banks, and others. Pools of mortgage loans are assembled as
securities for sale to investors by various governmental and  government-related
organizations.

     GNMA  Certificates:   GNMA  certificates  are  mortgage-backed   securities
representing  part ownership of a pool of mortgage loans on which timely payment
of interest and principal is guaranteed by the full faith and credit of the U.S.
Government.  GNMA is a  wholly-owned  U.S.  Government  corporation  within  the
Department  of Housing and Urban  Development.  GNMA is authorized to guarantee,
with the full faith and  credit of the U.S.  Government,  the timely  payment of
principal and interest on  securities  issued by  institutions  approved by GNMA
(such as savings and loan institutions,  commercial banks, and mortgage bankers)
and backed by pools of FHA-insured or VA-guaranteed mortgages.

     Interests  in pools of  mortgage  loans  differ  from  other  forms of debt
securities,  which  normally  provide for periodic  payment of interest in fixed
amounts with principal  payments at maturity or specified  call dates.  Instead,
these securities  provide a periodic payment which consists of both interest and
principal  payments.  In effect,  these  payments  are a  "pass-through"  of the
periodic payments made by the individual  borrowers on the residential  mortgage
loans,  net of any fees paid to the  issuer  or  guarantor  of such  securities.
Additional  payments are caused by  repayments of principal  resulting  from the
refinancing,  foreclosure or sale of the underlying residential property, net of
fees or costs which may be incurred.  Mortgage-related securities issued by GNMA
are described as "modified  pass-through"  securities.  These securities entitle
the holder to receive all interest and  principal  payments owed on the mortgage
pool, net of certain fees, at the scheduled payment dates, regardless of whether
or not the mortgagor actually makes the payment. Although GNMA guarantees timely
payment  even if  homeowners  delay  or  default,  tracking  the  "pass-through"
payments may, at times, be difficult.

     Although the mortgage  loans in the pool will have  maturities  of up to 30
years,  the  actual  average  life of the GNMA  certificates  typically  will be
substantially  less because the  mortgages  will be subject to normal  principal
amortization and may be prepaid prior to maturity. Early repayments of principal
on the  underlying  mortgages  may expose a Portfolio  to a lower rate of return
upon reinvestment of principal. Prepayment rates vary widely and may be affected
by changes in market interest rates. In periods of falling  interest rates,  the
rate of prepayment tends to increase, thereby shortening the actual average life
of the GNMA certificates.  Conversely,  when interest rates are rising, the rate
of prepayment tends to decrease,  thereby lengthening the actual average life of
the GNMA certificates. Accordingly, it is not possible to accurately predict the
average life of a particular pool. Reinvestment of prepayments may
<PAGE>
                                       4


occur at higher or lower rates than the original yield on the certificates.  Due
to the prepayment  feature and the need to reinvest  prepayments of principal at
current  rates,  GNMA  certificates  can be less effective than typical bonds of
similar  maturities at "locking in" yields during periods of declining  interest
rates,  although  they may have  comparable  risks of  decline  in value  during
periods of rising interest rates.

     FNMA and FHLMC Obligations: FNMA, a federally-chartered and privately-owned
corporation,  issues pass-through securities representing interests in a pool of
conventional mortgage loans. FNMA guarantees the timely payment of principal and
interest  but this  guarantee  is not backed by the full faith and credit of the
U.S. Government.  FNMA is a government  sponsored  corporation owned entirely by
private  stockholders.  It is subject to general  regulation by the Secretary of
Housing and Urban Development. FNMA purchases conventional (i.e., not insured or
guaranteed  by any  government  agency)  residential  mortgages  from a list  of
approved  seller/servicers which include state and  federally-chartered  savings
and loan associations,  mutual savings banks,  commercial banks,  credit unions,
and mortgage bankers.

     FHLMC, a corporate  instrumentality  of the United  States,  was created by
Congress  in 1970 for the purpose of  increasing  the  availability  of mortgage
credit for residential  housing.  Its stock is owned by the 12 Federal Home Loan
Banks. FHLMC issues Participation Certificates ("PCs") which represent interests
in conventional mortgages from FHLMC's national portfolio.  FHLMC guarantees the
timely  payment of interest and ultimate  collection  of principal and maintains
reserves  to protect  holders  against  losses due to  default,  but PCs are not
backed by the full faith and credit of the U.S. Government.  As is the case with
GNMA certificates,  the actual maturity of and realized yield on particular FNMA
and FHLMC pass-through  securities will vary based on the prepayment  experience
of the underlying pool of mortgages.

     Collateralized  Mortgage  Obligations  (CMOs):  A CMO is a hybrid between a
mortgage-backed bond and a mortgage  pass-through  security.  Similar to a bond,
interest and prepaid principal are paid, in most cases, semi-annually.  CMOs may
be collateralized by whole mortgage loans, but are more typically collateralized
by portfolios of mortgage pass-through  securities guaranteed by GNMA, FHLMC, or
FNMA, and their income streams.

     CMOs are structured into multiple classes,  each bearing a different stated
maturity.  Actual  maturity  and average  life will  depend upon the  prepayment
experience  of  the  collateral.  CMOs  provide  for a  modified  form  of  call
protection  through a de facto  breakdown  of the  underlying  pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying investors,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired. An investor is partially guarded against a  sooner-than-desired  return
of principal because of the sequential payments.

     In a typical CMO  transaction,  a corporation  ("issuer")  issues  multiple
portfolios  (e.g.,  A, B, C, Z) of CMO  bonds  ("Bonds").  Proceeds  of the Bond
offering are used to purchase  mortgages or mortgage  pass-through  certificates
("Collateral").  The  Collateral is pledged to a third party trustee as security
for the Bonds.  Principal and interest  payments from the Collateral are used to
pay  principal  on the Bonds in the order A, B, C, Z. The  portfolio A, B, and C
Bonds all bear current interest. Interest on the portfolio Z Bond is accrued and
added to the  principal;  a like amount is paid as principal on the portfolio A,
B, or C Bond currently  being paid off. When the portfolio A, B, and C Bonds are
paid in full,  interest and  principal on the  portfolio Z Bond begin to be paid
currently.  With  some  CMOs,  the  issuer  acts  as a  conduit  to  allow  loan
originators  (usually  builders  or  savings  and loan  associations)  to borrow
against their loan portfolios.

     Certain  classes  of CMOs pay the  holders  only the  interest  paid on the
underlying  mortgages  or  mortgage  pass-through   securities   ("interest-only
class"). Other classes pay the holders only the principal paid on the underlying
mortgages  or  mortgage  pass-through   securities   ("principal-only   class").
Interest-only  and  principal-only  classes of CMOs purchased by a Portfolio are
currently  considered to be illiquid securities subject to the 10% limitation on
investment in illiquid securities. See "Investment Restrictions."

     Other  Mortgage-Backed  Securities:  Commercial  banks,  savings  and  loan
institutions,  private mortgage insurance companies, mortgage bankers, and other
secondary  market  issuers  also  create   pass-through  pools  of  conventional
residential  mortgage  loans.  In addition,  such issuers may be the originators
and/or  servicers of underlying  mortgage loans as well as the guarantors of the
mortgage-backed  securities.  Pools  created  by such  non-governmental  issuers
generally offer a higher rate of interest than government and government-related
pools,  because there are no direct or indirect  government or agency guarantees
of payments in the former  pools.  Timely  payment of interest and  principal of
these  pools may be  supported  by various  forms of  insurance  or  guarantees,
including  individual loan,  title,  pool and hazard  insurance,  and letters of
credit.  The  insurance  and  guarantees  are issued by  governmental  entities,
private insurers, and the mortgage poolers. Such insurance,  guarantees, and the
creditworthiness  of the  issuers  thereof  will be  considered  in  determining
whether  a  mortgage-backed  security  meets a  Portfolio's  investment  quality
standards. There can be no assurance that the private insurers or guarantors can
meet their obligations under the insurance policies or guarantee arrangements.

     All  Portfolios may buy  mortgage-backed  securities  without  insurance or
guarantees,  if the Adviser  determines  that the securities  meet a Portfolio's
quality  standards.   Although  the  market  for  such  securities  is  becoming
increasingly  liquid,  securities by certain  private  organizations  may not be
readily
<PAGE>
                                       5


marketable.  A Portfolio  will not purchase  mortgage-backed  securities  or any
other assets which, in the opinion of the Adviser, are illiquid if, as a result,
more than 10% of the value of a  Portfolio's  total assets will be illiquid.  As
new types of mortgage-backed  securities are developed and offered to investors,
the Adviser will, consistent with a Portfolio's investment objectives, policies,
and  quality  standards,  consider  making  investments  in such  new  types  of
mortgage-backed securities.

REPURCHASE AGREEMENTS

     All Portfolios may invest in repurchase agreements. If a Portfolio acquires
a security  from a bank or  broker-dealer,  it may  simultaneously  enter into a
repurchase  agreement  with the seller  wherein the seller agrees at the time of
sale to repurchase  the security at a mutually  agreed upon time and price.  The
term of such an agreement is generally quite short,  possibly overnight or for a
few days,  although  it may extend over a number of months (up to one year) from
the date of delivery.  The resale price is in excess of the purchase price by an
amount which  reflects an agreed upon market rate of return,  effective  for the
period of time the  Portfolio  is invested in the  security.  This  results in a
fixed rate of return protected from market  fluctuations  during the term of the
agreement.  This rate is not tied to the coupon rate on the security  subject to
the repurchase agreement.

     Under the  Investment  Company  Act of 1940 (the  "1940  Act"),  repurchase
agreements  are  considered to be loans by the purchaser  collateralized  by the
underlying  securities.  The Fund's Adviser (or Sub-Adviser,  in the case of the
Tactical Asset  Allocation  Portfolio)  will monitor the value of the underlying
securities  at the time a repurchase  agreement is entered into and at all times
during  the term of the  agreement  to ensure  that its value  always  equals or
exceeds  the  agreed  upon  repurchase  price to be paid to the  Portfolio.  The
Adviser or  Sub-Adviser  will also evaluate the  creditworthiness  and financial
responsibility of the banks and  broker-dealers  with which the Portfolios enter
into repurchase agreements.

     A  Portfolio  may not enter into a  repurchase  agreement  having more than
seven days remaining to maturity if, as a result,  such agreements together with
any other securities which are not readily marketable,  would exceed ten percent
(10%) of the net assets of the Portfolio.  If the seller should become  bankrupt
or default on its  obligations  to repurchase  the  securities,  a Portfolio may
experience delay or difficulties in exercising its rights to the securities held
as  collateral  and  might  incur a loss if the value of the  securities  should
decline.  A Portfolio  also might incur  disposition  costs in  connection  with
liquidation of the securities.

REVERSE REPURCHASE AGREEMENTS

     All of the Portfolios may invest in reverse repurchase agreements.  Reverse
repurchase  agreements  involve the sale of a security  by a  Portfolio  and its
agreement to repurchase the instrument at a specified time and price.

     A Portfolio  will use the  proceeds of a reverse  repurchase  agreement  to
purchase  other  money  market   instruments  which  either  mature  at  a  date
simultaneous with or prior to the expiration of the reverse repurchase agreement
or which are held under an  agreement  to resell  maturing  as of that  time.  A
Portfolio will enter into a reverse repurchase  agreement only when the interest
income to be earned from the  investment of the proceeds of the  transaction  is
greater  than  the  interest  expense  of  the  transaction.   However,  reverse
repurchase  agreements  involve  the risk that the  market  value of  securities
retained  by the  Portfolio  may  decline  below  the  repurchase  price  of the
securities sold by the Portfolio which it is obligated to repurchase.

     Under the 1940 Act, reverse  repurchase  agreements may be considered to be
borrowings by the seller.  A Portfolio  may not enter into a reverse  repurchase
agreement if, as a result,  its current  obligations under such agreements would
exceed, when combined with the total borrowings, one-third of the current market
value of the  Portfolio's  total  assets  (less all its  liabilities  other than
obligations under such agreements).

     A Portfolio  may enter into  reverse  repurchase  agreements  with banks or
broker-dealers.  Entry into such  agreements  with  broker-dealers  requires the
creation and maintenance of a segregated account  consisting of U.S.  Government
securities or cash or cash  equivalents  equal to its obligations  under reverse
repurchase agreements.

BANKING INDUSTRY AND SAVINGS INDUSTRY OBLIGATIONS

     All Portfolios may invest in (i)  certificates  of deposit,  time deposits,
bankers' acceptances, and other short-term debt obligations issued by commercial
banks;  and (ii)  certificates of deposit,  time deposits,  and other short-term
obligations issued by savings and loan associations ("S&L").

     Certificates  of deposit are negotiable  certificates  issued against funds
deposited in a commercial  bank or S&L for a definite period of time and earning
a specified  return.  Bankers'  acceptances  are  negotiable  drafts or bills of
exchange,  which  are  normally  drawn by an  importer  or  exporter  to pay for
specific  merchandise,  and which are "accepted" by a bank,  meaning, in effect,
that the bank unconditionally  agrees to pay the face value of the instrument on
maturity.  Fixed-time deposits are bank obligations payable at a stated maturity
date and bearing interest at a fixed rate.  Fixed-time deposits may be withdrawn
on demand by the  investor,  but may be  subject to early  withdrawal  penalties
which vary  depending upon market  conditions and the remaining  maturity of the
obligation.  There are no  contractual  restrictions  on the right to transfer a
beneficial  interest in a fixed-time deposit to a third party,  because there is
no market for such deposits.  A Portfolio will not invest in fixed-time deposits
(i) which are not subject to  prepayment  or (ii) which  provide for  withdrawal
penalties upon prepayment (other than overnight deposits), if, in the aggregate,
more than
<PAGE>
                                       6


10% of its assets would be invested in such deposits,  in repurchase  agreements
maturing in more than seven days, and in other illiquid assets.

     The Money Market,  Managed,  and Tactical Asset  Allocation  Portfolios may
invest in U.S. dollar-denominated  obligations of foreign branches of U.S. banks
and foreign  banks.  Obligations  of foreign  banks involve  somewhat  different
investment risks than those affecting  obligations of U.S. banks, which include:
(i) the possibility  that their  liquidity  could be impaired  because of future
political  and  economic  developments;  (ii)  their  obligations  may  be  less
marketable  than  comparable   obligations  of  U.S.  banks;   (iii)  a  foreign
jurisdiction  might impose withholding taxes on interest income payable on those
obligations;  (iv) foreign deposits may be seized or  nationalized;  (v) foreign
governmental restrictions, such as exchange controls, may be adopted which might
adversely affect the payment of principal and interest on those obligations; and
(vi) the selection of those  obligations may be more difficult because there may
be less publicly available  information  concerning foreign banks and/or because
the accounting,  auditing,  and financial reporting  standards,  practices,  and
requirements  applicable  to foreign  banks may differ from those  applicable to
U.S. banks.  Foreign banks are not generally  subject to examination by any U.S.
Government agency or instrumentality.

OPTIONS

     In pursuing their investment  objectives,  the Equity  Portfolio,  the Bond
Portfolio,  and the Managed Portfolio may engage in the writing (i.e.,  selling)
of put options  ("puts") and call  options  ("calls")  on  securities.  The Bond
Portfolio and the Managed  Portfolio  may also  purchase  calls on securities to
protect  against  substantial  increases in prices of  securities  the Portfolio
intends to  purchase  pending  its  ability to invest in such  securities  in an
orderly  manner.  The  Equity  Portfolio  may  purchase a call only in a closing
purchase transaction to terminate its obligation on a call which it has written.
The Equity Portfolio,  the Bond Portfolio and the Managed Portfolio may purchase
a put only in a closing  purchase  transaction  to terminate its obligation on a
put which it has written.

     An option on a security is a contract  that gives the holder of the option,
in return for a  premium,  the right to buy from (in the case of a call) or sell
to (in the case of a put) the writer of the option the underlying  security at a
specified  exercise price at any time during the term of the option.  The writer
of an option on a security  has the  obligation  upon  exercise of the option to
deliver  the  underlying  security  (in the case of a call) upon  payment of the
exercise price or to pay the exercise price (in the case of a put) upon delivery
of the underlying security.

     A  Portfolio  may  write  calls  and  puts  only if they are  "covered"  or
"secured."  In the case of a call on a security,  the option is "covered" if the
Portfolio owns the security underlying the call or has an absolute and immediate
right to acquire that security  without  additional cash  consideration  (or, if
additional  cash  consideration  is required,  cash or cash  equivalents in such
amount are placed in a segregated  account by its Custodian)  upon conversion or
exchange  of other  securities  held by the  Portfolio.  A put is secured if the
Portfolio maintains cash, cash equivalents or U.S. Government  securities with a
value equal to the exercise price in a segregated  account or holds a put on the
same underlying security at an equal or greater exercise price.

     If an option  written by a Portfolio  expires  unexercised,  the  Portfolio
realizes a capital gain equal to the premium received at the time the option was
written.  If  an  option  purchased  by a  Portfolio  expires  unexercised,  the
Portfolio  realizes  a capital  loss  equal to the  premium  paid.  Prior to the
earlier  of  exercise  or  expiration  of a  call,  it may be  closed  out by an
offsetting  purchase  of a call  option  of the  same  series  (type,  exchange,
underlying security, exercise price and expiration).

     A Portfolio will realize a capital gain from a closing purchase transaction
if the cost of the closing option is less than the premium received from writing
the  option.  If the cost of closing  the  option is more,  the  Portfolio  will
realize a capital loss.  The principal  factors  affecting the market value of a
call include supply and demand,  interest rates, the current market price of the
underlying  security  in  relation  to the  exercise  price of the  option,  the
volatility  of the  underlying  security,  and  the  time  remaining  until  the
expiration date.

     The premium  received for an option written by a Portfolio is recorded as a
deferred credit. The value of the option is marked-to-market daily and is valued
at the  closing  price on the  exchange or board of trade on which it is traded,
or, if no closing price is available, at the mean between the last bid and asked
prices.
 
     Risks  Associated  with Options:  There are several risks  associated  with
transactions in options. For example, there are significant  differences between
the securities and options markets that could result in an imperfect correlation
between  these  markets,   causing  a  given  transaction  not  to  achieve  its
objectives.  A decision as to whether,  when, and how to use an option  involves
the exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.

     There can be no assurance  that a liquid market will exist when a Portfolio
seeks to close out an option position. If a Portfolio were unable to close out a
covered  call option it had written on a security,  it would not be able to sell
the underlying security unless the option expired without exercise.  As a writer
of a covered call option,  a Portfolio  forgoes,  during the option's  life, the
opportunity  to  profit  from  increases  in the  market  value of the  security
covering the call option above the sum of the premium and the exercise  price of
the call.

    If  trading  were  suspended  in an  option  written  by a  Portfolio,  the
Portfolio would not be able to close out the option. If restrictions on exercise
were  imposed,  the  Portfolio  might be  unable  to  exercise  an option it has
purchased.
<PAGE>
                                       7


FUTURES CONTRACTS

     The Bond  Portfolio  and the Managed  Portfolio may invest in interest rate
futures  contracts.  An interest rate futures  contract  provides for the future
sale by one party and  purchase by another  party of a  specified  quantity of a
financial  instrument  at a specified  price and time. A public market exists in
futures contracts covering various financial instruments including U.S. Treasury
bonds, U.S. Treasury notes, GNMA certificates,  three-month U.S. Treasury bills,
90-day  commercial   paper,   bank  certificates  of  deposit,   and  Eurodollar
certificates of deposit.

     To the extent required by regulatory authorities,  each investing Portfolio
will limit its use of futures  contracts to hedging and related  transactions so
that a Portfolio  will not be deemed a commodity  pool.  For  example,  the Bond
Portfolio and the Managed  Portfolio  each might use futures  contracts to hedge
against anticipated changes in interest rates that might adversely affect either
the value of the Portfolio's securities or the price of the securities which the
Portfolio may wish to purchase.  The hedging techniques used by these Portfolios
may  include  sales of  futures  contracts  as an offset  against  the effect of
expected  increases in interest  rates,  and  purchases of futures  contracts an
offset against the effect of expected declines in interest rates. Although other
techniques  could be used to reduce a  Portfolio's  exposure  to  interest  rate
fluctuations, a Portfolio may be able to hedge its exposure more effectively and
perhaps at a lower cost by using futures contracts.

     A Portfolio will only enter into futures  contracts which are  standardized
and traded on a U.S. exchange, board of trade, or similar entity.
 
     If a purchase  or sale of a futures  contract is made by a  Portfolio,  the
Portfolio  is  required to deposit  with its  Custodian  (or broker,  if legally
permitted) a specified amount of cash or U.S.  Government  securities  ("initial
margin").  The margin required for a futures  contract is set by the exchange on
which  the  contract  is  traded  and may be  modified  during  the  term of the
contract.  The  initial  margin is in the nature of a  performance  bond or good
faith deposit on the futures  contract  which is returned to the Portfolio  upon
termination  of the contract,  assuming all  contractual  obligations  have been
satisfied.  Each  investing  Portfolio  expects to earn  interest  income on its
initial margin deposits.  A futures contract held by a Portfolio is valued daily
at the official settlement price of the exchange on which it is traded. Each day
the Portfolio pays or receives  cash,  called  "variation  margin," equal to the
daily  change  in  value  of the  futures  contract.  This  process  is known as
"marking-to-market."  Variation margin does not represent a borrowing or loan by
a Portfolio  but is instead  settlement  between the Portfolio and the broker of
the amount one would owe the other if the futures contract expired. In computing
daily net asset  value,  each  Portfolio  will  mark-to-market  its open futures
positions.

     Although some futures  contracts call for making or taking  delivery of the
underlying  securities,  generally  these  obligations  are  closed out prior to
delivery by offsetting  purchases or sales of matching  futures  contracts (same
exchange,  underlying  security,  and delivery month). If an offsetting purchase
price is less than the original  sale price,  the  Portfolio  realizes a capital
gain, or if it is more, the Portfolio realizes a capital loss. Conversely, if an
offsetting sale price is more than the original  purchase  price,  the Portfolio
realizes a capital  gain,  or if it is less,  the  Portfolio  realizes a capital
loss. The transaction costs must also be included in these calculations.

     Limitations:  A  Portfolio  will not  enter  into a  futures  contract  if,
immediately  thereafter,  the initial margin deposits for futures contracts held
by that Portfolio would exceed 5% of the Portfolios' total assets.

     When  purchasing a futures  contract,  a Portfolio  must  maintain with its
Custodian (or broker, if legally permitted) cash, U.S. Government securities, or
other liquid high grade debt  obligations  (including  any margin)  equal to the
market value of such contract. When writing a futures contract, a Portfolio must
maintain with its Custodian cash, U.S.  Government  securities,  or other liquid
high grade debt  obligations  that,  when added to the amounts  deposited with a
futures  commission  merchant or broker as margin, are equal to the market value
of the  instruments  underlying  the  contract.  Alternatively,  a Portfolio may
"cover" its  position by owning the  instruments  underlying  the  contract,  or
holding a call permitting the Portfolio to purchase the same futures contract at
a price no higher than the price of the contract written by the Portfolio (or at
a higher  price if the  difference  is  maintained  in  liquid  assets  with its
Custodian).

     A Portfolio may not maintain open short positions in futures  contracts if,
in the  aggregate,  the  market  value of all such open  positions  exceeds  the
current value of its portfolio  securities,  plus or minus  unrealized gains and
losses on the open positions, adjusted for the historical relative volatility of
the relationship between the Portfolio and the positions.

     The Fund will comply with  certain  regulations  of the  Commodity  Futures
Trading  Commission,  under which an  in vestment  company may engage in futures
transactions  and qualify for an exclusion from being a "commodity  pool," which
require a  Portfolio  to  invest  in  futures  contracts  for bona fide  hedging
purposes,  or alternatively,  to set aside cash and short-term  obligations with
respect to long positions in a futures contract.  Under these  regulations,  the
"underlying  commodity value" (the size of the contract  multiplied by the daily
settlement  price of the contract) of each long position in a commodity  futures
contract in which a Portfolio may invest may not at any time exceed the sum of:

(i)  the   value  of   short-term   U.S.   debt   obligations   or  other   U.S.
     dollar-denominated  high quality  short-term  money market  instruments and
     cash set  aside in an  identifiable  manner,  plus any funds  deposited  as
     margin on the contract;

(ii) unrealized appreciation on the contract held by the broker; and

(iii)cash proceeds from existing investments due in not more than 30 days.
<PAGE>
                                       8

     The  Fund   reserves  the  right  to  engage  in  other  types  of  futures
transactions in the future and to use futures for other than hedging purposes to
the  extent  permitted  by  regulatory  authorities.  If other  types of futures
contracts  are traded in the future,  a Portfolio  may also use such  investment
techniques,  provided that the Board of Directors  determines  that their use is
consistent with the Portfolio's investment objective or objectives.

     Risks Associated with Futures:  There are several risks associated with the
use of futures contracts as hedging techniques.  A purchase or sale of a futures
contract  may result in losses in excess of the amount  invested  in the futures
contract.  There can be  significant  differences  between  the  securities  and
futures  markets  that could  result in an  imperfect  correlation  between  the
markets,  causing a given  hedge not to  achieve  its  objective.  The degree of
imperfection  of  correlation  depends on  circumstances  such as  variations in
speculative  market  demand  for  futures  on  securities,  including  technical
influences in futures trading,  and differences between the portfolio securities
being hedged and the instruments underlying the hedging vehicle in such respects
as interest rate levels, maturities,  conditions affecting particular industries
and creditworthiness of issuers. A decision as to whether, when and how to hedge
involves the exercise of skill and judgment and even a well-conceived  hedge may
be unsuccessful to some degree because of market behavior or unexpected interest
rate trends.

     The price of futures contracts may not correlate perfectly with movement in
the underlying security or stock index, due to certain market distortions.  This
might  result from  decisions  by a  significant  number of market  participants
holding  stock index  futures  positions  to close out their  futures  contracts
through offsetting  transactions rather than to make additional margin deposits.
Also,  increased  participation  by  speculators in the futures market may cause
temporary  price  distortions.  These  factors may  increase the  difficulty  of
effecting a fully successful hedging transaction, particularly over a short time
frame.  If  a  hedging  transaction  is  not  successful,  the  Portfolio  might
experience  losses  which it would not have  incurred if it had not  established
futures positions.

     Futures exchanges may limit the amount of fluctuation  permitted in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum  amount that the price of a futures  contract  may vary either up or
down from the previous day's  settlement price at the end of the current trading
session.  Once the daily limit has been reached in a futures contract subject to
the limit,  no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore does not limit potential  losses because the limit may work to prevent
the  liquidation  of  unfavorable  positions.  For example,  futures prices have
occasionally moved to the daily limit for several  consecutive trading days with
little or no trading,  thereby  preventing  prompt  liquidation of positions and
subjecting some holders of futures contracts to substantial losses.

     There can be no assurance  that a liquid market will exist at a time when a
Portfolio  seeks to close out a futures  position.  When such a market  does not
exist, the Portfolio  remains  obligated to meet margin  requirements  until the
position is closed.

LENDING OF PORTFOLIO SECURITIES

     The  Tactical  Asset  Allocation  Portfolio  from  time  to time  may  lend
securities from its portfolio to brokers, dealers and financial institutions and
receive as collateral cash or U.S. Treasury  securities which at all times while
the loan is outstanding  will be maintained in amounts equal to at least 100% of
the current market value of the loaned  securities.  Any cash collateral will be
invested in short-term securities.  Such loans may not have terms longer than 30
days and will be terminable at any time.  The Portfolio may also pay  reasonable
fees to persons  unaffiliated  with the Portfolio for services in arranging such
loans.

FOREIGN SECURITIES

     The  Tactical  Asset  Allocation  Portfolio  may purchase  certain  foreign
securities and American Depositary Receipts ("ADRs"), although the Portfolio may
not  hold  more  than  25% of its  total  assets  in such  securities.  ADRs are
dollar-denominated receipts issued generally by domestic banks and represent the
deposit  with the bank of a  security  of a foreign  issuer.  ADRs are  publicly
traded on exchanges or  over-the-counter  in the United  States.  Investments in
foreign  securities,  particularly those of  non-governmental  issuers,  involve
considerations  which are not ordinarily  associated  with investing in domestic
issuers.  These  considerations  include  changes in  currency  rates,  currency
exchange   control   regulations,   the   possibility  of   expropriation,   the
unavailability  of  financial  information  or the  difficulty  of  interpreting
financial  information  prepared  under  foreign  accounting   standards,   less
liquidity  and more  volatility  in foreign  securities  markets,  the impact of
political,  social or diplomatic  developments,  and the difficulty of assessing
economic trends in foreign countries.  It is possible that market quotations for
foreign  securities  will  not  be  readily  available.  In  such  event,  these
securities  shall be valued at fair market value as  determined in good faith by
Dean  Investment  Associates  under the supervision of the Board of Directors of
the Fund. If it should become  necessary,  the Portfolio could encounter greater
difficulties  in invoking legal  processes  abroad than would be the case in the
United  States.  Transaction  costs with  respect to foreign  securities  may be
higher. Dean Investment  Associates will consider these and other factors before
investing in foreign  securities.  The Portfolio may concentrate its investments
in ADRs in securities of issuers of one or more foreign countries.

OTHER INVESTMENT COMPANIES

     The Tactical Asset  Allocation  Portfolio may invest up to 10% of its total
assets,  calculated at the time of purchase,  in the  securities of money market
funds, which are investment com-
<PAGE>
                                       9


panies. The Portfolio may not invest (i) more than 5% of its total assets in the
securities of any one investment  company; or (ii) in more than 3% of the voting
securities of any other investment  company.  The Portfolio will indirectly bear
its proportionate share of any investment advisory fees and expenses paid by the
funds in which it  invests,  in  addition  to the  investment  advisory  fee and
expenses paid by the Portfolio.

ZERO COUPON AND STEP COUPON SECURITIES

     The Tactical Asset Allocation  Portfolio may invest in zero coupon and step
coupon securities.  Zero coupon and step coupon bonds are issued and traded at a
discount from their face amounts. They do not entitle the holder to any periodic
payment of interest  prior to  maturity  or prior to a  specified  date when the
securities begin paying current  interest.  The discount from the face amount or
par value depends on the time remaining  until cash payments  begin,  prevailing
interest rates,  liquidity of the security,  and the perceived credit quality of
the issuer.

     Current Federal income tax law requires  holders of zero coupon  securities
and step coupon  securities to report the portion of the original issue discount
on such  securities that accrues that year as interest  income,  even though the
holders  receive no cash  payments  of  interest  during  the year.  In order to
qualify as a "regulated  investment  company" under the Internal Revenue Code of
1986,  as  amended  ("Code"),  the  Tactical  Asset  Allocation  Portfolio  must
distribute its investment  company taxable income,  including the original issue
discount accrued on zero coupon or step coupon bonds.

     Generally,  the market prices of zero coupon and step coupon securities are
more volatile than the prices of securities that pay interest  periodically  and
in cash and are likely to respond  to  changes  in  interest  rates to a greater
degree than other types of debt securities having similar  maturities and credit
quality.
 
                            INVESTMENT RESTRICTIONS

     Each  Portfolio's  investment  objective or  objectives as set forth in the
Prospectus  under  "Investment  Objectives  and  Policies,"  together  with  the
investment  restrictions  set forth  below,  are  fundamental  policies  of each
existing  Portfolio and may not be changed with respect to any Portfolio without
the approval of a majority of the  outstanding  voting shares of that Portfolio.
The vote of a majority of the outstanding voting shares of a Portfolio means the
vote at an annual or  special  meeting  of the lesser of: (i) 67% or more of the
voting  securities  present at such meeting,  if the holders of more than 50% of
the  outstanding  voting shares of such  Portfolio are present or represented by
proxy;  or (ii)  more  than 50% of the  outstanding  voting  securities  of such
Portfolio. Under these restrictions, an existing Portfolio may not:

(1)  Invest in a security if, with respect to 75% of its total assets, more than
     5% of its  total  assets  (taken  at  market  value  at the  time  of  such
     investment)  would be invested in the securities of any one issuer,  except
     that this restriction does not apply to U.S. Government securities.

(2)  Invest in a security if, with  respect to 75% of its assets,  it would hold
     more than 10%  (taken at the time of such  investment)  of the  outstanding
     voting securities of any one issuer,  except that this restriction does not
     apply to U.S. Government securities.

(3)  Invest in a security if more than 25% of its total assets  (taken at market
     value at the time of such  investment)  would be invested in the securities
     of issuers in any particular  industry,  except that this  restriction does
     not apply (a) to U.S. Government  securities (or repurchase agreements with
     respect  thereto),  and (b) with  respect to the Money  Market and  Managed
     Portfolios,  to securities or  obligations  (other than  commercial  paper)
     issued by domestic branches of U.S. banks.

(4)  Purchase  or sell  real  estate,  except  that a  Portfolio  may  invest in
     securities  secured by real  estate or real estate  interests  or issued by
     companies  in the real estate  industry  or which  invest in real estate or
     real estate interests.

(5)  Purchase  securities  on  margin  (except  for  use  of  short-term  credit
     necessary for  clearance of purchases  and sales of portfolio  securities),
     except a Portfolio  engaged in  transactions  in options and  futures,  and
     options  on futures  may make  margin  deposits  in  connection  with those
     transactions.

(6)  Issue senior  securities,  except  insofar as a Portfolio  may be deemed to
     have issued a senior  security by reason of borrowing  money in  accordance
     with that Portfolio's  borrowing policies.  For purposes of this investment
     restriction, the writing of stock options, and collateral arrangements with
     respect  to margin or other  deposits  respecting  futures  contracts,  and
     related options, are not deemed to be an issuance of a senior security.

(7)  Act as an  underwriter  of securities  of other  issuers,  except,  when in
     connection with the disposition of portfolio securities, a Portfolio may be
     deemed to be an underwriter under the federal securities laws.

(8)  Make short sales of securities, except short sales against the box.

(9)  Borrow money or pledge,  mortgage, or hypothecate its assets, except that a
     Portfolio  may (a) borrow from banks for temporary  purposes,  but any such
     borrowing is limited to an amount equal to 25% of a Portfolio's  net assets
     and a Portfolio will not purchase  additional  securities  while  borrowing
     funds in excess of 5% of that  Portfolio's  net assets;  and (b) enter into
     reverse  repurchase  agreements and  transactions in options,  and interest
     rate  futures  contracts,  stock index  futures  contracts,  other  futures
     contracts based on other financial instruments, and options on such futures
     contracts.  For  these  purposes,  the  deposit  of  assets  in  escrow  in
     connection  with  the  writing  of  covered  put and call  options  and the
     purchase of securities on a  "when-issued"  or delayed  delivery  basis and
     collateral
<PAGE>
                                       10

     arrangements with respect to initial or variation margin and other deposits
     for futures contracts, and options on futures contracts, will not be deemed
     to be pledges of a Portfolio's assets.

(10) Invest in securities  that are illiquid  because they are subject to legal 
     or  contractual  restrictions on resale, in repurchase agreements  maturing
     in more than seven days, or other securities which in the determination  of
     the Adviser are illiquid if, as a result of such investment,  more than 10%
     of the total assets of the Portfolio (taken at market value at the time  of
     such investment) would be invested in such securities.

(11) Purchase or sell  commodities  or  commodities  contracts,  except that any
     Portfolio may engage in  transactions  in interest rate futures  contracts,
     stock index futures contracts,  and  other futures contracts based on other
     financial instruments, and on options on such futures contracts.

                             MANAGEMENT OF THE FUND

DIRECTORS AND OFFICERS

     Information  pertaining  to the  directors  and officers of the Fund is set
forth below.
                                                Principal Occupation During 
    Name and Position                              the Past Five Years
    -----------------                           ---------------------------

    James W. Murphy,*                           Senior Vice President
      Chairman of the Board and President         Corporate Finance, AUL

    Dr. Ronald D. Anderson, Director            Professor: School of Business,
      Indiana University, Indianapolis            Indiana University, 
      801 W. Michigan St.                         Indianapolis
      Indianapolis, IN 46223
 
   
    Dr. Leslie Lenkowsky, Director              President, Hudson Institute
      Hudson Institute
      5395 Emerson Way
      Indianapolis, IN 46226
    
    
    Leonard D Schutt,* Director                 Director, AUL (2/91 to present);
                                                  Senior Vice President, Invest-
                                                  ments, AUL (3/75 to 12/91)

    James P. Shanahan,*                         Senior Vice President, Pension
      Director, Vice President and Treasurer      Operations, AUL

    Richard A. Wacker,* Secretary               Associate General Counsel, AUL,
                                                  (10/92 to present); Senior
                                                  Counsel, AUL,(11/87 to 10/92)

*Because of their positions as stated above, Messrs.  Murphy,  Shanahan,  Schutt
and Wacker are  "interested  persons"  of the Fund,  as defined in the 1940 Act.
Their business address is One American Square, Indianapolis, Indiana 46204.

COMPENSATION OF DIRECTORS

   
     The Fund pays those  directors  who are not  officers or employees of AUL a
fee of $4,500 per year plus $450.00 per board  meeting  attended.  The Fund also
pays travel  expenses  incurred by all directors to attend meetings of the board
or of the audit committee.   During the fiscal year ended December 31, 1995, the
Fund paid to all  directors  who are not  "interested  persons" of the Fund fees
aggregating $5,080. AUL pays all salaries,  fees, and expenses of any officer or
director  of the Fund who is an officer or employee of AUL. As of the end of the
1995 fiscal year,  the officers and directors,  as a group,  have no interest in
any  contracts  which would  entitle  them to give voting  instructions  for any
Portfolio.
    

THE INVESTMENT ADVISER

     American  United Life  Insurance  Company(R)  serves as Adviser to the Fund
pursuant to an Investment Advisory Agreement (the "Advisory  Agreement") between
it and the Fund. The Adviser is  responsible  for  administering  affairs of the
Fund and  supervising  the  investment  program for the Portfolios in accordance
with applicable laws and regulations. The Adviser also furnishes to the Board of
Directors,  which has overall responsibility for the business and affairs of the
Fund, periodic reports on the investment performance of each Portfolio.

   
     The Investment  Advisory  Agreement with the Adviser,  dated March 8, 1990,
was  originally  approved  by a majority  of the Fund's  directors,  including a
majority of the  directors  who are not parties to the  agreement or  interested
persons of any such party (the "independent  directors").  Subsequently,  on May
10, 1991, the Agreement was approved by a majority of the Fund's shareholders at
a meeting  called for the purpose of voting on the  approval  of the  Agreement.
From year to year  thereafter,  the Agreement will continue in effect,  provided
such  continuance is approved at least annually by (i) the holders of a majority
of the outstanding voting securities of the
<PAGE>
                                       11

Fund or by the Board  and (ii) a  majority  of the  independent  directors.  The
Agreement will terminate  automatically  in the event of its assignment,  and it
may be terminated  without penalty on sixty days' written notice by the Adviser,
the Board,  or pursuant to a majority vote, in accordance  with the 1940 Act, of
the persons  entitled  to vote in respect to the Fund.  The  Agreement  was last
approved by the Board,  including a majority of the  independent  directors,  on
March 6, 1996 for the period March 8, 1996 to March 8, 1997.


     The Fund pays the Adviser for its services  under the Advisory  Agreement a
fee based on an  annual  percentage  of the  average  daily  net  assets of each
Portfolio.  For each  Portfolio,  the Fund pays the  Adviser a monthly fee at an
annual rate of 0.50% (0.80% for the Tactical Asset Allocation  Portfolio) of the
average  daily net assets of the  Portfolio.  For the years ending  December 31,
1995, 1994, and 1993, respectively,  the Advisor was entitled to receive (or did
receive) the following advisory fees from the Portfolios: $144,456, $80,105, and
$44,816 from the Equity Portfolio;  $117,761, $88,991, and $65,098 from the Bond
Portfolio;  $96,175,  $48,589, and $27,375 from the Money Market Portfolio;  and
$142,020,  $102,277, and $51,253 from the Managed Portfolio.  The Tactical Asset
Allocation  Portfolio  was entitled to receive (or did  receive)  $2,399 for the
year ending December 31, 1996.

     As of December 31, 1995,  the percentage of the  outstanding  voting shares
owned by AUL and held in its  general  account  were as  follows:  12.46% of the
Equity  Portfolio,  25.18%  of  the  Bond  Portfolio,  0% of  the  Money  Market
Portfolio,  6.08% of the Managed  Portfolio,  and 45.81% of the  Tactical  Asset
Allocation  Portfolio.  As a result of this ownership,  as of December 31, 1995,
AUL may be able to control the outcome of any issue  submitted  generally to the
vote of Fund  shareholders  and probably would be able to control the outcome of
any issue submitted to the vote of shareholders of the Tactical Asset Portfolio.
    
THE SUB-ADVISER

     Dean Investment Associates (the "Sub-Adviser"), a division of C.H. Dean and
Associates,  Inc.,  serves as the Sub-Adviser for the Tactical Asset  Allocation
Portfolio  pursuant  to  a  Sub-Advisory  Agreement  dated  May  15,  1995.  The
Sub-Advisory  Agreement  was  approved  by the Board of  Directors  of the Fund,
including a majority of the  Directors  who are not parties to the  agreement or
"interested  persons"  of any such party (as defined in the 1940 Act) on May 12,
1995. The Sub-Advisory Agreement provides that it will continue in effect for an
initial term ending May 15, 1997,  and from year to year  thereafter if approved
annually  (a) by the  Board of  Directors  of the Fund or by a  majority  of the
outstanding shares of the Portfolio,  and (b) by a majority of the Directors who
are not parties to such agreement or "interested persons" of any such party. The
Sub-Advisory  Agreement  may be terminated  without  penalty on 60 days' written
notice at the  option of the Fund or AUL and upon six months  written  notice at
the option of Dean, and terminates automatically in the event of its assignment.

     Subject to the  supervision of the Investment  Adviser and the Fund's Board
of Directors,  the Sub-Adviser is responsible  for the actual  management of the
Tactical Asset  Allocation  Portfolio and for making  decisions to buy, sell, or
hold any particular security,  and it places orders to buy or sell securities on
behalf of the Portfolio.

PURCHASES AND REDEMPTIONS

     For  information  on purchase and  redemption of shares,  see "Purchase and
Redemption  of  Shares" in the  Prospectus.  The Fund may  suspend  the right of
redemption of shares of any  Portfolio for any period:  (i) during which the New
York Stock Exchange is closed other than 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 may make payment or transfer not reasonably  practicable;  (iii) as
the Securities and Exchange Commission may by order permit for the protection of
the security  holders of the Fund;  or (iv) at any other time when the Fund may,
under applicable laws and regulations,  suspend payment on the redemption of its
shares.

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

BROKERAGE AND RESEARCH SERVICES

     The Portfolios  generally pay a fee or incur an expense in connection  with
effecting  transactions in securities.  Transactions on national stock exchanges
and other  agency  transactions  involve the payment by a Portfolio of brokerage
commissions.  Such  commissions  may be negotiable and may vary among  different
brokers. Also, a particular broker may charge different commissions according to
such factors as the difficulty and size of the  transaction.  There is generally
no stated commission in the case of fixed-income  securities,  most of which are
traded  in the  over-the-counter  markets,  but the  price  paid by a  Portfolio
usually includes an undisclosed  dealer  commission or mark-up.  In underwritten
offerings, the price paid by a Portfolio includes a disclosed,  fixed commission
or discount retained by the underwriter or dealer.

     The Adviser or Sub-Adviser  for a Portfolio  places orders for the purchase
and  sale  of  portfolio  securities  and  options  for a  Portfolio  through  a
substantial number of broker-dealers.  In executing transactions, the Adviser or
Sub-Adviser  will attempt to obtain the best  execution  for a Portfolio  taking
into  account  such  factors  as  price  (including  the  applicable   brokerage
commission or dollar  spread),  size of order,  the nature of the market for the
security,  the  timing  of  the  transaction,  the  reputation,  experience  and
financial stability of the broker-dealer  involved,  the quality of the service,
the difficulty of execution and  operational  facilities of the firms  involved,
and the
<PAGE>
                                       12


firm's risk in  positioning a block of  securities.  In effecting  purchases and
sales of portfolio  securities in  transactions  on national stock exchanges for
the account of a Portfolio, the Adviser or Sub-Adviser may pay higher commission
rates than the lowest  available when the Adviser or Sub-Adviser  believes it is
reasonable to do so in light of the value of the brokerage and research services
provided by the broker-dealer effecting the transaction,  as described below. In
the  case  of  securities  traded  on the  over-the-counter  markets,  there  is
generally no stated commission, but the price includes an undisclosed commission
or mark-up.

   
     Some securities considered for investment by the Fund's Portfolios may also
be  appropriate  for  other  accounts  served  by the  Adviser  or  Sub-Adviser,
including the Adviser's or Sub-Adviser's  general account. If a purchase or sale
of securities  consistent with the investment policies of a Portfolio and one or
more of these accounts  served by the Adviser or Sub-Adviser is considered at or
about the same time,  it is the policy of AUL and the  Sub-Adviser  not to favor
any one  account or  Portfolio  over  another,  and any  purchase or sale orders
executed  contemporaneously  are allocated at the average price and as nearly as
practicable  on a pro rata  basis in  proportion  to the  amounts  desired to be
purchased or sold by each account or portfolio.  While it is conceivable that in
certain  instances this procedure could adversely  affect the price or number of
shares involved in a particular portfolio  transaction,  it is believed that the
procedure  generally  contributes  to better  overall  execution  of the  Fund's
portfolio  transactions.  This  allocation  method,  and  the  results  of  such
allocations, are subject to periodic review by the Fund's Adviser,  Sub-Adviser,
and Board of Directors.
    

     For many years,  it has been a common  practice in the investment  advisory
business for advisers of investment companies and other institutional  investors
to  receive  research  services  from  broker-dealers  which  execute  portfolio
transactions  for the clients of such advisers.  Consistent  with this practice,
the  Adviser  or   Sub-Adviser   may  receive   research   services   from  many
broker-dealers   with  which  the  Adviser  or  Sub-Adviser   places   portfolio
transactions.  These  services,  which in some cases may also be  purchased  for
cash,  include such matters as general  economic  and security  market  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 Adviser or  Sub-Adviser  in advising its various  clients  (including the
Fund), although not all of these services are necessarily useful and of value in
managing the Fund. The  management  fee paid by the Fund is not reduced  because
the Adviser, Sub-Adviser, and their affiliates receive such services.

     As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the
Adviser or Sub-Adviser may cause the Fund to pay a broker-dealer, which provides
"brokerage  and  research  services"  (as defined in that Act) to the Adviser or
Sub-Adviser,  an amount of disclosed  commission  for effecting  the  commission
which another broker-dealer would have charged for effecting that transaction.

   
     During  the  fiscal  years  ended  December  31,  1995,   1994,  and  1993,
respectively,  brokerage  commissions  in the amount of  $25,122,  $19,789,  and
$9,093  were  paid  for  transactions  in the  Equity  Portfolio  and  brokerage
commissions  in  the  amount  of  $14,437,$14,080,  and  $5,964  were  paid  for
transactions  involving  the  Managed  Portfolio.  During the fiscal  year ended
December 31, 1995  brokerage  commissions in  the amount of $1,534 were paid for
transactions  involving the Tactical Asset Allocation  Portfolio.   The Tactical
Asset  Allocation  Portfolio  was not in existence  for the years 1994 and 1993.
There  were  no  brokerage  commissions  paid  for the  Bond  and  Money  Market
Portfolios.   The  aggregate  dollar  value  of  equity   transactions  (net  of
commissions  and SEC charges) on which brokerage  commissions  were paid for the
years ended December 31, 1995,  1994, and 1993,  respectively,  were as follows:
$9,735,024,  $8,031,772, and $3,191,242 for the Equity Portfolio and $5,663,294,
$5,669,202,  and  $2,104,157  for  the  Managed  Portfolio,   respectively.  The
aggregate  dollar  value of  equity  transactions  (net of  commissions  and SEC
charges) on which  brokerage  commissions  were paid for the year ended December
31, 1995 was $1,068,342 for the Tactical Asset Allocation Portfolio.  All of the
broker-dealers  through which  brokerage  transactions  were  executed  provided
research services to AUL.
                                   
                                 NET ASSET VALUE

   
     As  indicated  under "Net Asset  Value" in the  Prospectus,  the Fund's net
asset value per share for the purpose of pricing purchase and redemption  orders
is determined at or about 4:00 P.M.  eastern  standard time, on each day the New
York Stock Exchange is open for trading.  The  determination may be made earlier
than  4:00 P.M.  EST if the  markets  close  earlier  than  4:00 P.M.  and it is
possible to determine the Net asset value at that time. Net asset value will not
be determined on days that the New York Stock Exchange is closed, on any federal
holidays  or on days  when  AUL is not  open  for  business.  Traditionally,  in
addition  to federal  holidays,  AUL is not open for  business  on the day after
Thanksgiving and either the day before or after Christmas or Independence Day.
    

  The Money Market  Portfolio's  securities  are valued using the amortized cost
method of valuation.  This involves  valuing a money market  security at cost on
the date of  acquisition  and  thereafter  assuming  a constant  accretion  of a
discount or amortization  of a premium to maturity,  regardless of the impact of
fluctuating  interest  rates on the market value of the  instrument.  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
Portfolio would receive if it sold the instrument. During such periods the yield
to  investors  in the  Portfolio  may differ  somewhat  from that  obtained in a
similar  investment  company which uses available market quotations to value all
of its portfolio securities.
<PAGE>
                                       13


     The  Securities  and Exchange  Commission's  regulations  require the Money
Market  Portfolio to adhere to certain  conditions in connection  with using the
amortized  cost method of  valuation.  The  Portfolio  is required to maintain a
dollar-weighted  average  portfolio  maturity  of 90 days or less,  to limit its
investments  to  instruments  having  remaining  maturities of 13 months or less
(except  securities  held subject to repurchase  agreements  having 13 months or
less to maturity), and to invest only in securities determined by the Adviser to
be of the highest quality with minimal credit risks.

                             PERFORMANCE INFORMATION

     The Fund may, from time to time,  include the yield and effective  yield of
the Money Market Portfolio, the yield of the remaining Portfolios, and the total
return of all  Portfolios in  advertisements  or sales  literature.  Performance
information  for the  Portfolios  will not be  advertised  or  included in sales
literature  unless  accompanied  by  comparable  performance  information  for a
Separate Account to which the Fund offers its shares.

     Current yield for the Money Market Portfolio will be based on the change in
the value of a  hypothetical  investment  (exclusive of capital  charges) over a
particular  7-day period,  less a pro rata share of Portfolio  expenses  accrued
over  that  period  (the  "base  period"),  and  stated as a  percentage  of the
investment at the start of the base period (the "base period return").  The base
period return is then  annualized by  multiplying  by 365/7,  with the resulting
yield figure carried to at least the nearest hundredth of one percent.

     "Effective yield" for the Money Market Portfolio assumes that all dividends
received during an annual period have been reinvested. Calculation of "effective
yield"  begins with the same "base  period  return" used in the  calculation  of
yield,  which is then annualized to reflect weekly  compounding  pursuant to the
following formula:

     Effective Yield = [(Base Period Return + 1)**365/7]-1

   
     For the 7-day period  ending  December 31, 1995,  the current yield for the
Money Market Portfolio was 4.88% and the effective yield was 5.00%.
    

     Quotations  of  yield  for the  remaining  Portfolios  will be based on all
investment  income per share earned during a particular 30-day period (including
dividends  and  interest),   less  expenses  accrued  during  the  period  ("net
investment  income"),  and are computed by dividing net investment income by the
maximum offering price per share on the last day of the period, according to the
following formula:

     YIELD  =  2[(a-b/cd  + 1)**6 - 1]

where 

     a = dividends and interests earned during the period,

     b = expenses accrued for the period (net of reimbursements),

     c = the average daily number of shares  outstanding  during the period that
were entitled to receive dividends, and

     d = the maximum offering price per share on the last day of the period.

   
     For the period ending December 31, 1995, the yield for the Equity Portfolio
was 1.23%,  for the Bond  Portfolio  was 5.56%,  for the Managed  Portfolio  was
2.89%, and 5.21% for the Tactical Asset Allocation Portfolio.

     Quotations of average annual total return for a Portfolio will be expressed
in terms of the  average  annual  compounded  rate of return  of a  hypothetical
investment in the Portfolio  over certain  periods that will include  periods of
one,  five,  and ten  years  (or,  if less,  up to the  life of the  Portfolio),
calculated  pursuant  to the following formula:  P (1 + T)**n = ERV (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the number of years,  and ERV = the ending  redeemable  value of a  hypothetical
$1,000 payment made at the beginning of the period).  Quotations of total return
may also be shown for  other  periods.  All total  return  figures  reflect  the
deduction of a proportional  share of Portfolio expenses on an annual basis, and
assume that all  dividends  and  distributions  are  reinvested  when paid.  The
average  annual  total  return for each of the  Portfolios  for the year  ending
December  31,  1995,  was 19.45% for the Equity  Portfolio,  17.79% for the Bond
Portfolio,  5.09% for the Money  Market  Portfolio,  and 19.13% for the  Managed
Portfolio.  The average  annual  total return for the period from April 10, 1990
(the date the Fund commenced  operations)  through December 31, 1995 for each of
the  Portfolios  was  12.13%  for the  Equity  Portfolio,  9.84%  for  the  Bond
Portfolio,  4.31% for the Money  Market  Portfolio,  and 10.64% for the  Managed
Portfolio.  The Tactical Asset Allocation Portfolio commenced operation July 31,
1995, and therefore, there are no annual average returns available.

     Performance information for a Portfolio may be compared, in advertisements,
sales literature,  and reports to shareholders to: (i) the Standard & Poor's 500
Stock Index ("S&P 500"), the Dow Jones Industrial  Average ("DJIA"),  the Lehman
Brothers  Government  Bond  Index,   the  Donoghue  Money  Market  Institutional
Averages,  the Lehman Brothers  Government  Corporation  Index, the Salomon High
Yield Index,  or other indices that measure  performance of a pertinent group of
securities;  (ii) other  groups of mutual  funds  tracked  by Lipper  Analytical
Services,  a widely used  independent  research firm which ranks mutual funds by
overall  performance,  investment  objectives,  and assets,  or tracked by other
services,  companies,  publications  or persons who rank mutual funds on overall
performance or other  criteria;  and (iii) the Consumer Price Index (measure for
inflation)  to  assess  the  real  rate  of  return  from an  investment  in the
Portfolio.  Unmanaged  indices  may assume the  reinvestment  of  dividends  but
generally do not reflect  deductions for administrative and management costs and
expenses.
    

     Quotations of yield or total return for the Fund will not take into account
charges and  deductions  against any  Separate  Account or Accounts to which the
Fund shares are sold or charges  and  deductions  against the annuity  contracts
issued by AUL.
<PAGE>
                                       14


     Performance  information for any Portfolio reflects only the performance of
a hypothetical  investment in the Portfolio during the particular time period on
which the calculations are based.  Performance  information should be considered
in light of the Portfolio's  investment objectives and policies,  and the market
conditions  during the given time  period,  and  should not be  considered  as a
representation of what may be achieved in the future.

                                    TAXATION

     Each  Portfolio  intends to qualify  annually and elects to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code").

     To qualify as a regulated  investment  company,  each Portfolio must, among
other things:  (i) derive in each taxable year at least ninety  percent (90%) of
its gross income from dividends,  interest,  payments with respect to securities
loans,  and gains from the sale or other  disposition  of stock,  securities  or
foreign  currencies,  or other  income  derived  with respect to its business of
investing in such stock,  securities or currencies;  (ii) derive in each taxable
year less than thirty  percent  (30%) of its gross income from the sale or other
disposition of stocks, securities, and certain other assets held less than three
months;  (iii) diversify its holdings so that, at the end of each quarter of the
taxable  year,  (a) at least  fifty  percent  (50%) of the  market  value of the
Portfolio's  assets are represented by cash,  U.S.  Government  securities,  the
securities of other regulated  investment  companies with such other  securities
any one issuer  limited for the  purposes of this  calculation  to an amount not
greater than five percent (5%) of the value of the Portfolio's  total assets and
ten percent (10%) of the outstanding  voting securities of such issuer,  and (b)
not more than  twenty-five  percent  (25%) of the  value of its total  assets is
invested  in the  securities  of any one  issuer  (other  than  U.S.  Government
securities or the securities of other regulated investment companies);  and (iv)
distribute  at least ninety  percent (90%) of its net  investment  income (which
includes dividends,  interest, and net short-term capital gains in excess of any
net long-term  capital losses) each taxable year.  Certain hedging  transactions
that  may be  undertaken  by one  or  more  Portfolios  may  be  limited  by the
requirements relating to a Portfolio's status as a regulated investment company.

     As a regulated  investment company, a Portfolio will not be subject to U.S.
federal income tax on its net  investment  income and net capital gains (any net
long-term  capital gains in excess of the sum of net  short-term  capital losses
and capital loss  carryovers  from prior years),  if any, that it distributes to
shareholders. Each Portfolio intends to distribute to its shareholders, at least
annually,  substantially  all of its net  investment  income and any net capital
gains. In addition,  amounts not distributed by a Portfolio on a timely basis in
accordance  with a calendar year  distribution  requirement  may be subject to a
nondeductible  four percent (4%) excise tax. To avoid the tax, a Portfolio  must
distribute during each calendar year, (i) at least ninety-eight percent (98%) of
its ordinary  income (not taking into  account any capital  gains or losses) for
the calendar year, (ii) at least ninety-eight percent (98%) of its capital gains
in excess of its capital losses  (adjusted for certain  ordinary losses) for the
twelve-month  period  ending on October 31 of the calendar  year,  and (iii) all
ordinary  income and capital gains for previous years that were not  distributed
during such years.  Each year,  each Portfolio will determine  whether it may be
subject to the calendar year distribution requirement. If a Portfolio determines
that it is  subject  to this  distribution  requirement,  it intends to make its
distributions in accordance with the calendar year distribution  requirement.  A
distribution  will  be  treated  as  paid  December  31 if it is  declared  by a
Portfolio  in  October,  November,  or  December  of the  year  and  paid by the
Portfolio  by January  31 of the  following  year.  Such  distributions  will be
taxable to  shareholders  in the year in which the  distributions  are declared,
rather than the year in which the distributions are received.

DISTRIBUTIONS

     Distributions  of any net  investment  income by a Portfolio are taxable to
the shareholder as ordinary  income.  Net capital gains will be treated,  to the
extent distributed, as long-term capital gains in the hands of the shareholder.

                                OTHER INFORMATION

CAPITALIZATION

   
     The Fund was incorporated  under the laws of Maryland on July 26, 1989. The
capitalization  of the Fund consists of 125,000,000  authorized shares of common
stock with a par value of $0.001 each with 10,000,000  unallocated  shares.  The
Board  of  Directors  may  establish   additional   Portfolios  (with  different
investment  objectives  and  fundamental  policies)  at any time in the  future.
Establishment and offering of additional Portfolios will not alter the rights of
the Fund's  shareholders.  When  issued,  shares are fully paid,  nonassessable,
redeemable,  and freely  transferable.  Shares do not have preemptive  rights or
subscription rights. In liquidation of a Portfolio of the Fund, each shareholder
is  entitled  to  receive  his or her pro rata  share of the net  assets of that
Portfolio.


     Expenses  incurred by the Fund in connection  with the  organization of the
Tactical Asset Allocation Portfolio aggregated approximately $8,688. These costs
have been deferred and are being  amortized  over a period of 5 years  beginning
with the commencement of operations.
    
VOTING RIGHTS

     Shareholders  of the Fund are given certain  voting  rights.  Each share of
each Portfolio will be given one vote, and each
<PAGE>
                                       15


fractional  share  will be  given a  proportionate  fractional  vote,  unless  a
different  allocation of voting rights is required  under  applicable  law for a
mutual fund that is an investment medium for variable insurance products.

     Under the Fund's charter,  the Fund is not required to hold annual meetings
of  shareholders  to  elect  directors  or  for  other  purposes  and  it is not
anticipated  that the Fund will hold  shareholders'  meetings unless required by
law or the Fund's charter.  In this regard,  the Fund will be required to hold a
meeting to elect  directors to fill any  existing  vacancies on the Board if, at
any time,  fewer  than a  majority  of the  directors  have been  elected by the
shareholders of the Fund. In addition,  the charter provides that the holders of
not less than  two-thirds  of the  outstanding  shares of the Fund may  remove a
person  serving as  director  either by  declaration  in writing or at a meeting
called for such purpose. The Fund's shares do not have cumulative voting rights.

CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT

     The  Provident  Bank,  Cincinnati,  Ohio,  serves as the Fund's  Custodian,
Transfer Agent and Dividend Disbursing Agent.

INDEPENDENT ACCOUNTANTS

     Coopers & Lybrand L.L.P. serves as independent accountants of the Fund.

COUNSEL

     Dechert  Price & Rhoads,  Washington,  D.C.,  has passed upon certain legal
matters in  connection  with the shares  offered by the Fund and acts as outside
counsel to the Fund.

                              FINANCIAL STATEMENTS

   
The Financial  Statements  of the Fund,  as of December 31, 1995,  including the
Notes  thereto,  are  incorporated  by reference in the  Statement of Additional
Information  from the Annual  Report of the Fund as of December  31,  1995.  The
Financial  Statements  have  been  audited  by  Coopers &  Lybrand  L.L.P.,  the
independent  accountants for the Fund.  Management's  Discussion and Analysis is
contained in the Fund's Annual Report, which is available without charge and may
be  obtained by writing to the Fund at One  American  Square,  Indianapolis,  IN
46204 or by calling the Fund at (800) 634-1629.
    
<PAGE>
                                       16



                                   APPENDIX I

                   CORPORATE BOND AND COMMERCIAL PAPER RATINGS

CORPORATE BONDS

     Bonds rated Aa by Moody's Investors Service, Inc. ("Moody's") are judged by
Moody's to be of high quality by all  standards.  Together  with bonds rated Aaa
(Moody's  highest  rating) they comprise what are generally  known as high-grade
bonds. Aa bonds are rated lower than Aaa bonds because margins of protection may
not be as large as those of Aaa bonds, 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 those  applicable to Aaa securities.
Bonds which are rated A by Moody's 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 some time in the future.

     Moody's Baa rated bonds 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.

     Bonds rated AA by Standard & Poor's  Corporation  ("Standard & Poor's") are
judged by Standard & Poor's to be high-grade  obligations and in the majority of
instances  differ only in small degree from issues rated AAA  (Standard & Poor's
highest  rating).  Bonds rated AAA are considered by Standard & Poor's to be the
highest grade  obligations  and possess the ultimate  degree of protection as to
principal and interest.  With AA bonds, as with AAA bonds,  prices move with the
long-term  money  market.  Bonds  rated A by  Standard  &  Poor's  have a strong
capacity  to pay  principal  and  interest,  although  they  are  somewhat  more
susceptible  to the adverse  effects of changes in  circumstances  and  economic
conditions.

     Standard & Poor's BBB rated bonds,  or  medium-grade  category  bonds,  are
borderline  between definitely sound obligations and those where the speculative
elements  begin to  predominate.  These bonds have adequate  asset  coverage and
normally  are  protected  by  satisfactory  earnings.  Their  susceptibility  to
changing  conditions,   particularly  to  depressions,   necessitates   constant
watching.  These bonds  generally  are more  responsive  to  business  and trade
conditions than to interest rates.  This group is the lowest which qualifies for
commercial bank investment.

COMMERCIAL PAPER

     The  prime  rating is the  highest  commercial  paper  rating  assigned  by
Moody's.  Among the factors  considered by Moody's in assigning  ratings are the
following:  (1)  evaluation  of the  management  of  the  issuer;  (2)  economic
evaluation  of  the  issuer's   industry  or  industries  and  an  appraisal  of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's  products in relation to competition and customer  acceptance;  (4)
liquidity;  (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten  years;  (7)  financial  strength  of a parent  company  and the
relationships  which exist with the issuer; and (8) recognition by management of
obligations  which may be  present  or may arise as a result of public  interest
questions and preparations to meet such  obligations.  Issuers within this prime
category may be given ratings 1, 2 or 3, depending on the relative  strengths of
these factors.

     Commercial   paper  rated  A  by  Standard  &  Poor's  has  the   following
characteristics:  (1) liquidity  ratios are adequate to meet cash  requirements;
(2) long-term  senior debt rating should be A or better,  although in some cases
BBB credits may be allowed if other  factors  outweigh  the BBB;  (3) the issuer
should have access to at least two additional  channels of borrowing;  (4) basic
earnings  and cash flow should  have an upward  trend with  allowances  made for
unusual  circumstances;  and (5) typically the issuer's  industry should be well
established and the issuer should have a strong position within its industry and
the reliability and quality of management should be unquestioned.  Issuers rated
A are  further  referred  to by use of  numbers  1, 2 and 3 to  denote  relative
strength within this highest classification.
- --------------------------------------------------------------------------------
<PAGE>
                                       17


================================================================================
         No  dealer,  salesman  or any  other  person is  authorized  by the AUL
         American   Series  Fund  to  give  any   information  or  to  make  any
         representation  other than as contained in this Statement of Additional
         Information in connection with the offering described herein.

         There has been  filed  with the  Securities  and  Exchange  Commission,
         Washington,  D.C., a Registration Statement under the Securities Act of
         1933, as amended,  and the Investment  Company Act of 1940, as amended,
         with respect to the offering herein described.  For further information
         with respect to the AUL American Series Fund, reference is made thereto
         and the exhibits filed therewith or incorporated therein, which include
         all contracts or documents referred to herein.
================================================================================





                         AUL AMERICAN SERIES FUND, INC.

                           Variable Annuity Contracts
                                  
                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46204

                       STATEMENT OF ADDITIONAL INFORMATION

   
                               Dated: May 1, 1996
    

================================================================================
                          
<PAGE>
                                       1


                            Part C: Other Information

ITEM 24:  FINANCIAL STATEMENTS AND EXHIBITS.

   
(a) Financial Statements
    1.  Included in Prospectus (Part A):
          Condensed Financial Information
    2.  Included in Statement of Additional Information (Part B):
          Registrant's Annual Report is incorporated by reference
          thereto and contains the following Financial Statements:
            Management's Discussion of Fund Performance
            Report of Independent Accountants
            Statement of Net Assets for the year ended December 31, 1995
            Statement of Operations for the year ended December 31, 1995
            Statement of Changes in Net Assets for the years ended December 31,
              1995 and 1994
            Schedule of Investments--Equity Portfolio--December 31, 1995
            Schedule of Investments--Money Market Portfolio--December 31, 1995
            Schedule of Investments--Bond Portfolio--December 31, 1995
            Schedule of Investments--Managed Portfolio--December 31, 1995
            Schedule of Investments-- Tactical Asset Allocation Portfolio--
              December 31, 1995
            Notes to Financial Statements


(b) Exhibits (the number of each exhibit relates to the exhibit designation
      in Form N-1A):
     1. Articles of Incorporation(1)
     2. By-laws(1)
     3. Not applicable
     4. Not applicable
     5. Form in Investment Advisory Agreement(2)
     6. Not applicable
     7. Not applicable
     8. Form of Custodian Agreement(3)
     9. Form of Agency Agreement(3)
    10. Opinion and Consent of Counsel(2)
    11. (a) Consent of Independent Accountants(5)
        (b) Powers of Attorney(2)(5)
    12. Financial Statements(5)
    13. Not applicable
    14. Not applicable
    15. Not applicable
    16. Computation of Performance Quotations(5)
    17. Financial Data Schedules(2)(5)

     (1) Filed with the Registrant's  Registration Statement (File No. 33-30156)
on July 27, 1989, and incorporated by reference herein.

     (2) Filed with  Pre-Effective  Amendment  No. 2, dated January 16, 1990, to
the Registrant's Registration Statement, and incorporated by reference herein.

     (3) Filed with  Pre-Effective  Amendment  No. 3, dated January 26, 1990, to
the Registrant's Registration Statement, and incorporated by reference herein.

     (4) Filed as an Exhibit with  Post-Effective  Amendment  No. 6, dated April
28, 1995,  to the  Registrant's  Registration  Statement,  and  incorporated  by
reference herein.

     (5) Filed as an Exhibit with  Post-Effective  Amendment No. 8, dated May 1,
1996, to the Registrant's  Registration Statement, and incorporated by reference
herein.
    

<PAGE>
                                       2


ITEM 25:  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

   
In accordance  with current law, it is  anticipated  that  American  United Life
Insurance  Company(R)  ("AUL") will request voting  instructions  from owners or
participants  of any  Contracts  that are funded by separate  accounts  that are
registered  investment  companies  under the Investment  Company Act of 1940 and
will vote shares in any such separate  account  attributable to the Contracts in
proportion  to the  voting  instructions  received.  AUL may vote  shares of any
Portfolio, if any, that it owns beneficially in its own discretion.  As a result
of providing the initial capital for the  Portfolios,  on December 31, 1995, AUL
owned 12.5% of the outstanding shares of Registrant's Equity Portfolio, 25.2% of
the Registrant's  Bond Portfolio,  6.1% of the Registrant's  Managed  Portfolio,
0.0% of the Registrant's  Money Market Portfolio,  and 45.8% of the Registrant's
Tactical Asset Allocation Portfolio.  Therefore,  AUL may be able to control the
outcome of any issue submitted  generally to the vote of Fund  shareholders  and
would be able to  control  the  outcome  of any issue  submitted  to the vote of
shareholders of the Tactical Asset Allocation  Portfolio.  As a mutual insurance
company  organized  under  the  laws  of  the  state  of  Indiana,  AUL  has  no
shareholders and therefore, no one individual controls as much as 10% of AUL.
    

AUL  American  Unit Trust and AUL  American  Individual  Unit Trust are separate
accounts of AUL,  organized for the purpose of the respective  sale of group and
individual variable annuity contracts.

American United Life Pooled Equity Fund B is a separate account of AUL organized
for the purpose of the sale of group variable annuity contracts.

AUL Equity Sales Corp. is a wholly owned subsidiary of AUL,  organized under the
laws of the State of Indiana in 1969 for the purpose of the sale of mutual funds
on an "application-way" basis only.

AUL may also be deemed to control State Life Insurance Company(R) ("State Life")
since a majority of AUL's  Directors  also serve as Directors of State Life.  By
virtue of an agreement between AUL and State Life,  AUL provides  investment and
other support services for State Life on a contractual basis.


ITEM 26:  NUMBER OF HOLDERS OF SECURITIES.

As of the date of this Post-Effective  Amendment to the Registration  Statement,
AUL, the AUL American Unit Trust,  the AUL American  Individual Unit Trust,  and
the AUL Group Retirement  Annuity Separate Account II, separate accounts of AUL,
are  the  sole  record  holders  of  securities   registered  pursuant  to  this
Registration Statement.

ITEM 27:  INDEMNIFICATION.

Reference is made to Article VIII of the Registrant's  Articles of Incorporation
and to Article XI of the Registrant's By-laws, both of which are incorporated by
reference herein.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant by the Registrant  pursuant to the Fund's Articles of  Incorporation,
its By-laws or  otherwise,  the  Registrant  is aware that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act, and therefore,  is  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by directors, officers or
controlling  persons of the Registrant in connection with the successful defense
of any act,  suit or  proceeding)  is  asserted by such  directors,  officers or
controlling  persons  in  connection  with  the  shares  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issues.
<PAGE>
                                       3

ITEM 28:  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

The  business  and other  connections  of  Registrant's  investment  adviser are
described in Part B of this Registrations Statement and in Item 25 above.

Information relating to the Adviser's officers and directors is provided herein.

Name and Address                             Positions and Offices with AUL  
- ----------------                             ------------------------------  

John H. Barbre*                              Senior Vice President

Steven C. Beering M.D.                       Director
Purdue University
West Lafayette, Indiana

William R. Brown*                            General Counsel and Secretary, AUL
                                             Secretary, State Life

Arthur L. Bryant                             Director
P.O. Box 406
Indianapolis, Indiana

   
James E. Cornelius                           Director
P.O. Box 44906
Indianapolis, Indiana

James E. Dora                                Director
P.O. Box 42908
Indianapolis, Indiana

Otto N. Frenzel III                          Director and Chairman of the 
101 W. Washington St., Suite 400E            Audit Committee
Indianapolis, Indiana
    

David W. Goodrich                            Director
Box 82055
Indianapolis, Indiana

   
William P. Johnson                           Director
P.O. Box 517
Goshen, Indiana
    

Charles D. Lineback*                         Senior Vice President

James T. Morris                              Director
1220 Waterway Boulevard
Indianapolis, Indiana

James W. Murphy*                             Senior Vice President

Jerry L. Plummer*                            Senior Vice President

R. Stephen Radcliffe*                        Director and Executive
                                             Vice President

Jack E. Reich*                               Emeritus Chairman of the Board

   
Thomas E. Reilly Jr.                         Director
300 N. Meridian St., Suite 1500
Indianapolis, Indiana
- ----------------------------------------------
    

*One American Square, Indianapolis, Indiana

<PAGE>
                                       4


ITEM 28: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER. (CONTINUED)

Name and Address                             Positions and Offices with AUL
- ----------------                             ------------------------------

William R. Riggs*                            Director

G. David Sapp*                               Senior Vice President

Leonard D Schutt                             Director and Chairman of the
5853 Wycombe Lane                            Finance Committee
Indianapolis, Indiana

Jerry D. Semler*                             Chairman of the Board, President, 
                                             Chief Executive Officer and
                                             Chairman of the Executive
                                             Committee, AUL; Chairman of the
                                             Board, Chief Executive Officer,
                                             State Life

Yvonne H. Shaheen                            Director
1310 S. Franklin Road
Indianapolis, Indiana

James P. Shanahan*                           Senior Vice President

Frank D. Walker                              Director
P.O. Box 80432
Indianapolis, Indiana

Gerald T. Walker*                            Senior Vice President

James R. Zapapas                             Director
5025 Plantation Drive
Indianapolis, Indiana

- ----------------------------------------------
*One American Square, Indianapolis, Indiana


ITEM 29:  PRINCIPAL UNDERWRITERS.

Not applicable.

ITEM 30:  LOCATION OF ACCOUNTS AND RECORDS.

The Registrant and its Adviser  maintain at the Fund's  principal office located
at One American Square,  Indianapolis,  Indiana,  46204,  physical possession of
each account,  book or other document,  and  shareholder  records as required by
Section 31(a) of the 1940 Act and rules thereunder. Certain records with respect
to the Portfolios of the Fund may be kept by the Fund's custodian.

ITEM 31:  MANAGEMENT SERVICES.

There are no  management-related  service  contracts  not discussed in Part A or
Part B.

ITEM 32:  UNDERTAKINGS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Registrant hereby undertakes to provide Management's Discussion of Fund
         Performance, which is provided in Registrant's latest Annual Report, to
         each  person to whom a  Prospectus  is given upon  request  and without
         charge.

<PAGE>
                                       5

                                   SIGNATURES

   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements  for  effectiveness  of  this   Post-Effective   Amendment  to  the
Registration Statement pursuant to Rule 485(b) of the Securities Act of 1933 and
has duly caused this  Post-Effective  Amendment  to the  Registration  Statement
(Form  N-1A) to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized,  in the  City of  Indianapolis  and the  State  of  Indiana  on this
twenty-ninth day of April, 1996.
    

                                       AUL AMERICAN SERIES FUND, INC.


                                       ----------------------------------------
                                       By:  James W. Murphy*, President


/s/   Richard A. Wacker

*By:  Richard A. Wacker as Attorney-in-fact

   
Date:  April 29, 1996
    


Pursuant to the  requirements of the Securities Act of 1933,this  Post-Effective
Amendment to the  Registration  Statement has been signed below by the following
persons in the capacities and on the dates indicated.


Signature                          Title                     Date
- ---------                          -----                     ----


   
- ---------------------------------  Chairman of the Board     April ___, 1996
James W. Murphy*                   and President (Chief
                                   Executive Officer)

- ---------------------------------  Director, Vice-President  April ___, 1996
James P. Shanahan*                 and Treasurer (Chief
                                   Financial Officer)


- ---------------------------------  Director                  April ___, 1996
Ronald D. Anderson*



- ---------------------------------  Director                  April ___, 1996
Leslie Lenkowsky*


- ---------------------------------  Director                  April ___, 1996
Leonard D Schutt*




     /s/  Richard A. Wacker
     ---  -----------------

By:  Richard A. Wacker as Attorney-in-fact


Date:  April 29, 1996
    


<PAGE>
                                       6

                                  EXHIBIT LIST




               Exhibit Number                Name of Exhibit
               --------------                ---------------



   
                    11(a)               Consent of Independent Accountants

                    11(b)               Power of Attorney

                    12                  Financial Statements

                    16                  Computation of Performance Quotations

                    17                  Financial Data Schedule
    



<PAGE>
                                       1



                                  EXHIBIT 11(a)

                       Consent of Independent Accountants


Board of Directors
AUL American Series Fund, Inc.
Indianapolis, Indiana



We consent to the  incorporation by reference in Post Effective  Amendment No. 8
to the Registration Statement of the AUL American Series Fund, Inc. (the "Fund")
on Form N-1A (File No.  33-30156) of our report dated  January 27, 1996,  of our
audit of the statement of net assets,  including the schedule of  investments of
the Fund as of December 31, 1995,  the related  statement of operations  for the
year then  ended,  the  statement  of  changes in net assets for each of the two
years then  ended,  and the  selected  per share data and ratios for each of the
five years then ended, of the Equity, Money Market, Bond and Managed Portfolios,
and the  statement  of changes in net  assets  and  selected  per share data and
ratios  for the period  from July 31,  1995  through  December  31,  1995 of the
Tactical Asset Portfolio.

We  also  consent  to the  reference  to our  Firm  as  the  independent  public
accountants for the "Fund."


                                             /s/  Coopers & Lybrand L.L.P.

Indianapolis, Indiana

April 23, 1996


<PAGE>
                                       1


                                  EXHIBIT 11(b)

                                Power of Attorney


     KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  Richard A. Wacker and William R. Brown,  and each of them his true and
lawful  attorney-in-fact  and agent,  each with full power of  substitution  and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable annuity contracts of American United Life Insurance  Company(R) and any
Amendments  or  supplements  thereto,  and to file the same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.


Dated:  February 13, 1996


/s/  Leslie Lenkowsky
- -----------------------
Printed: Leslie Lenkowsky



<PAGE>
                                       1


                                   EXHIBIT 12


                              Financial Statements


                         AUL American Series Fund, Inc.
                                 Annual Report
                               December 31, 1995

                                      AUL(R)

This report may be used as sales literature only when accompanied or preceded by
effective  prospectuses  of AUL American Series Fund, Inc. and AUL American Unit
Trust or AUL American  Individual  Unit Trust,  which  relate sales  expense and
other  pertinent  information.

<PAGE>
                                       1

A  Message  From The  Chairman  of the Board and President

     Last year was a spectacular year for the equity and bond markets.  Domestic
stocks were driven by modest economic growth, low inflation,  declining interest
rates and profit  expansion.  Meanwhile,  baby boomers helped  contribute to the
market surge by  investing in  retirement  products.  Near the end of 1995,  the
stock market cheered as the Federal Reserve lowered  short-term  interest rates,
thereby providing an extra boost to the economy during 1996.

     Although  1995 was an impressive  year for stocks,  the stock market became
highly rotational as investors shifted rapidly from one sector to another during
the year.  This meant that if an investor did not keep  rotating  from sector to
sector with perfect timing, his or her performance would have lagged the overall
market.

     The bond market also enjoyed a solid  performance  in 1995 following one of
the worst years ever in 1994. Yields declined dramatically at every point on the
yield curve  resulting in double digit  returns for most bond funds.  Aggressive
buying by bond  investors in 1995 was fueled by prospects for a reduction in the
federal  deficit,  signs  of  economic  weakness,  moderate  inflation,  and the
likelihood of more easing by the Federal Reserve.

     Now in the fifth year of an economic  expansion,  economists are projecting
this trend will continue into 1996. The Federal  Reserve has been  successful at
keeping  inflationary  pressures  in  check  during  this  prolonged  expansion.
Interest rates could decline during 1996, but the move will be much smaller than
in 1995.  Corporate profits should continue to expand,  but the rate of earnings
growth is expected to decline.

     After  experiencing  such a phenomenal year in 1995,  equity investors have
become  complacent with above average  returns.  However,  it is not likely that
1996  will be a  repeat  of 1995s  banner  year.  Achieving  double  digit  bond
performance  may also be  difficult  given  todays  much lower level of interest
rates. Yet bonds could still perform well if this low inflation, low growth, low
interest rate scenario persists throughout 1996.

     Investment  performance for the AUL American Series Fund, Inc. for the year
1995 was:

    Equity  Portfolio      19.5%     Managed Portfolio            19.1%
    Money Market Portfolio  5.1%     Tactical Asset Allocation(1)  6.5%
    Bond Portfolio         17.8%     (1)For the period 7/31/95 to 12/31/95

     We suggest your careful review of the Portfolio  Manager  comments found in
the following  pages  comparing  these returns to other indices.  Tactical Asset
Allocation  Portfolio  Manager  comments and comparisons  have not been included
since the portfolio was in operation for less than six months during 1995.

     The  performance  numbers for the AUL American Series Fund, Inc. are net of
investment  advisory fees and other  expenses paid by each  portfolio but do not
reflect specified contract charges and mortality and expense risks charges which
may be incurred when investing in a variable annuity contract.

                              /s/  James W. Murphy
                              Chairman of the Board of Directors and President
 Indianapolis,  Indiana
 January 19, 1996

================================================================================
            Directors and Officers of AUL American Series Fund, Inc.

James W.  Murphy,  Chairman of the Board and President
James P. Shanahan,  Director,  Vice President and Treasurer
Dr. Ronald D. Anderson, Director
     Professor, School of Business
     Indiana University, Indianapolis, Indiana
Dr. H. Raymond Swenson, Director
     Professor, College of Business
     Butler University, Indianapolis, Indiana
Leonard D. Schutt, Director
Richard A. Wacker, Secretary
<PAGE>
                                       2


A Message From Kathryn Hudspeth,
Portfolio Manager of Equity Portfolio

The Equity  Portfolio  invests  primarily in equity  securities  selected on the
basis of fundamental  investment  research for their long-term growth prospects.
Using a bottom-up approach, the Portfolio concentrates on companies which appear
undervalued  compared  to the market and their own  historic  valuation  levels.
Other  important  considerations  include  management  ability,  free cash flow,
insider ownership and dominance within its industry.

The stock market  exhibited an impressive  upward advance during 1995 with major
stock indices establishing new all-time highs repeatedly as the year progressed.
It  appeared  that all news was good news to the equity  market and  nothing was
able to dampen the enthusiasm. However, the phenomenal returns of the S&P 500 (a
commonly  used  stock  benchmark)  masked  the  underlying   volatility  of  the
marketplace.

During the first quarter of 1995, large growth companies easily outperformed the
rest of the market.  This trend  eased  during the second  quarter as  investors
rotated into smaller  companies and technology  names. As investors shifted into
financial  stocks in July, the technology  sector began to falter.  Beginning in
September,   investors  shifted  their  focus  again  by  moving  out  of  small
capitalization  stocks, causing this area to vastly underperform the rest of the
market.

Overall,  1995 was an  impressive  year for  stocks  with the S&P 500  advancing
37.5%. No single  investment  theme  prevailed  throughout the year due to rapid
sector rotation.  However, big growth companies with high price/earnings  ratios
tended to outperform  smaller value  companies  trading at lower  price/earnings
ratios.

The Equity  Portfolio  utilizes a value approach which was out of favor in 1995.
Even though absolute  performance of 19.5% was attractive versus historic market
averages, relative returns lagged in 1995.

The  Equity  Portfolio  benefitted  from its  concentration  in  technology  and
pharmaceutical companies. However, exposure to the technology sector was reduced
during the second half of 1995 as many of these stocks became expensive compared
to the rest of the market. The consumer cyclical sector was the worst performing
sector during 1995. As this area appeared the most  undervalued  versus the rest
of the market,  additional  investments  were made in this area  throughout  the
year.

After  experiencing such phenomenal  returns during 1995, one has to wonder what
lies ahead for the stock market during 1996.  Investors are concerned  about the
longevity  of the  current  economic  expansion  and the  likelihood  of another
dramatic decline in interest rates.  Corporations  have been extremely active in
cutting costs and improving  productivity.  However,  corporations may be at the
peak of their profit cycle.  Considering these factors, it is unlikely that 1996
market performance will be a repeat of 1995.

<PAGE>
                                       3


                AUL American Series Fund, Inc. Equity Portfolio
      Average Annual Total Returns for the period ended December 31, 1995

                                    Equity
                                   Portfolio        S&P 500

One Year                             19.5%           37.5%
Five Years                           14.2%           16.6%
Since Inception (4/10/90)            12.1%           14.2%
Value of a hypothetical $10,000
  investment made 4/10/90         $19,228         $21,313

The charts show the Equity  Portfolios  total returns,  which include changes in
share price and reinvestment of dividends and capital gains. Figures for the S&P
500, an unmanaged index of common stocks,  include reinvestment of dividends and
capital  gains.  S&P  500  is  a  registered   trademark  of  Standard  &  Poors
Corporation. The inception figures are from commencement of operations.

Performance  numbers for the Equity Portfolio are net of all portfolio operating
expenses,  but do not  include  separate  account or  contract  charges.  If the
performance  data  included the effect of these  charges,  the returns  would be
lower.  Past  performance  is no  guarantee  of future  results.  Principal  and
investment  return  will vary so  shares  may be worth  more or less than  their
original cost when redeemed.
<PAGE>
                                       4


A Message From Kent Adams,
Portfolio Manager of Bond Portfolio

The AUL American Bond Portfolio  invests  primarily in U.S.  Treasury and Agency
bonds and  notes,  investment  grade  corporate  bonds,  and U.S.  Agency-backed
residential mortgage obligations.  Portfolio holdings may range in maturity from
overnight money market investments to bonds with maturities as long as 30 years.
The average  maturity of the portfolio is shortened or  lengthened  depending on
the outlook for interest rates.  The mix of corporate bonds,  U.S.  Agencies and
Treasuries,  and mortgage-backed securities in the Portfolio is varied depending
on the relative attractiveness of these sectors.

The  total  return  for the  Bond  Portfolio  in 1995  was  17.8%.  This  return
represents  interest  income  plus  the  price  increase  of  the  fixed  income
securities  held in the  Portfolio.  The Bond Fund  experienced a high return in
1995 because of significant  price  appreciation in intermediate and longer term
bonds  resulting  from the large decline in interest  rates during the year. The
total return for the Lehman Government/Corporate Index was 19.2% for 1995.

At the  beginning  of 1995 the Bond  Portfolios  average  duration  was slightly
longer than the Lehman  Government/Corporate  Index in recognition of the higher
level of interest  rates  available at that time. As interest rates declined and
bond prices increased during the year, the average duration of the Portfolio was
shortened somewhat. When the Federal Reserve Bank reduced the Federal Funds rate
to  5.75%  in  July,  the  percentage  of the  Portfolio  invested  in cash  and
short-term   Treasuries  was  decreased   while  the   percentage   invested  in
intermediate  maturity  Treasuries and Agencies was increased,  especially  when
yields in excess of 6% were  available.  In the  fourth  quarter,  purchases  of
intermediate  and longer maturity  Treasury bonds increased the average duration
of the Portfolio to slightly longer than that of the Lehman Government/Corporate
Index.

Over one-half of the  portfolio at year-end  1995 was invested in U.S.  Treasury
and Agency  holdings.  Although  corporate  bond yields  were,  in general,  not
particularly  attractive  relative to Treasuries and Agencies throughout most of
the year, two bonds issued by companies with improving prospects Sun Company and
Western National Corporation were purchased at yields well over 100 basis points
higher than similar  maturity  Treasuries.  The  percentage  of  investments  in
mortgage-backed   securities   was   allowed   to   decline   during  the  year.
Mortgage-backed  securities tend to underperform during periods of interest rate
volatility  due to the option of the homeowner to refinance  when interest rates
decline.

A repeat of the excellent bond market returns earned in 1995 may prove difficult
in 1996.  As we begin the  year,  however,  bond  market  participants  can look
forward to the  likelihood  that economic  growth will be moderate and inflation
subdued.  This  could  prove  to  be a  positive  environment  for  bondholders,
especially if the Fed continues to lower short-term interest rates in an attempt
to maintain reasonable, non-inflationary growth in the U.S. economy.

<PAGE>
                                       5


                 AUL American Series Fund, Inc. Bond Portfolio
      Average Annual Total Returns for the period ended December 31, 1995

                                     Bond    Lehman Brothers
                                  Portfolio    Bond Index

One Year                            17.8%        19.2%
Five Years                           9.4%         9.8%
Since Inception (4/10/90)            9.8%        10.2%
Value of a hypothetical $10,000
  investment made 4/10/90        $17,086      $17,382

The charts show the Bond  Portfolios  total  returns,  which include  changes in
share price and reinvestment of income and capital gains. Figures for the Lehman
Brothers  Government/Corporate  Bond Index, an unmanaged index of government and
corporate  bonds,  which is a broad measure of the  performance of the U.S. bond
market,  include reinvestment of income and capital gains. The inception figures
are from commencement of operations.

Performance  numbers for the Bond  Portfolio are net of all portfolio  operating
expenses,  but do not  include  separate  account or  contract  charges.  If the
performance  data  included the effect of these  charges,  the returns  would be
lower.  Past  performance  is no  guarantee  of future  results.  Principal  and
investment  return  will vary so  shares  may be worth  more or less than  their
original  cost when  redeemed.
<PAGE>
                                       6


A Message From Kathryn Hudspeth and Kent Adams,
Portfolio Managers of Managed Portfolio

The Managed Portfolio  utilizes a fully managed  investment policy by allocating
assets among publicly traded common stocks,  debt  securities,  and money market
instruments.  Asset  allocation  decisions are based on economic factors and the
valuation of each asset class compared to historic levels.

Investors  experienced a dramatic  improvement in investment  performance during
1995  compared to 1994.  The U.S.  economy  continued its moderate  growth,  low
inflation trend. Labor pressures remained calm while consumer spending continued
to be sluggish.

The stock  market  in 1995  could be  characterized  as a two  tiered  market as
investors  repeatedly  rotated  violently  between big, blue chip  companies and
smaller  secondary  stocks during the year. Money poured into the marketplace as
investors eagerly chased equity returns.

Bond returns were among the highest in history in 1995.  Although  long maturity
bonds were the best  performers,  registering  returns that rivaled those of the
major  stock  indices,  even bonds as short as two years  earned  returns in the
double digits.

The Managed  Portfolios  bond  investments in 1995  consisted  primarily of U.S.
Treasury and Agency  obligations with maturities ranging from one to over twenty
years. Good quality corporate bonds and residential  mortgage-backed  securities
with attractive yields were also included in the Portfolio.

The Managed  Portfolio  finished 1995 with an investment  return of 19.1% versus
19.2% for the Lehman Brothers  Government/Corporate Bond Index and 37.5% for the
S&P 500.

As the year  progressed,  the asset  allocation of the Managed  Portfolio became
slightly  more  aggressive  as the outlook for the equity  market  improved.  At
year-end  1995,  54% of the  Portfolio  was  invested  in stocks,  while 41% was
invested in high quality bonds and 5% in money market  instruments.  This can be
compared to an asset allocation of 42% stocks, 52% bonds and 6% cash equivalents
at year-end 1994.

Slow growth with no recession is currently  the favored  scenario for 1996.  The
Federal Reserve lowered short-term interest rates by twenty-five basis points in
December 1995. It is anticipated that the Fed will provide  additional rate cuts
in 1996.

However,  it is extremely unlikely that 1996 investment returns will be a repeat
of  those  experienced  in  1995.  Interest  rates  may  decline,   but  not  as
dramatically as in 1995. As a result,  bond returns should be more subdued.  The
growth  rate  in  corporate  profits  is  expected  to  decline,  tempering  the
enthusiasm  from equity  investors.  Performance for 1996 could very well "trend
back to the mean."
 <PAGE>
                                       7


                AUL American Series Fund, Inc. Managed Portfolio
      Average Annual Total Returns for the period ended December 31, 1995

                                   Managed      S&P 500     Lehman Brothers
                                  Portfolio                   Bond Index

One Year                            19.1%        37.5%          19.2%
Five Years                          10.9%        16.6%           9.8%
Since Inception (4/10/90)           10.6%        14.2%          10.2%
Value of a hypothetical $10,000
  investment made 4/10/90        $17,811      $21,313        $17,382

The charts show the Managed  Portfolios total returns,  which include changes in
share price and reinvestment of dividends and capital gains. Figures for the S&P
500, an unmanaged index of common stocks,  include reinvestment of dividends and
capital  gains.  S&P  500  is  a  registered   trademark  of  Standard  &  Poors
Corporation. Figures for the Lehman Brothers Government/Corporate Bond Index, an
unmanaged index of government and corporate  bonds,  which is a broad measure of
the  performance  of the U.S. bond market,  include  reinvestment  of income and
capital gains. The inception figures are from commencement of operations.

Performance  numbers for the Managed account are net of all portfolio  operating
expenses,  but do not  include  separate  account or  contract  charges.  If the
performance data included the effect of these charges,  it would be lower.  Past
performance is no guarantee of future results.  Principal and investment  return
will vary so shares  may be worth  more or less than  their  original  cost when
redeemed.
<PAGE>
                                       8


                      (This page is intentionally blank.)

<PAGE>
                                       9


                       Report of Independent Accountants

The Shareholders and Board of Directors
AUL American Series Fund, Inc.


We have audited the accompanying statement of net assets, including the schedule
of investments, of AUL American Series Fund, Inc. (comprising, respectively, the
Equity,  Money Market,  Bond,  Managed,  and Tactical  Asset  Portfolios)  as of
December 31, 1995, the related  statement of operations for the year then ended,
the statement of changes in net assets for each of the two years then ended, and
the  selected per share data and ratios for each of the five years then ended of
the Equity,  Money  Market,  Bond and Managed  Portfolios,  and the statement of
operations,  the statement of changes in net assets,  and the selected per share
data and ratios for the period from July 31, 1995  through  December 31, 1995 of
the Tactical Asset  Portfolio.  These financial  statements,  per share data and
ratios are the responsibility of the Funds management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements 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  investments  and cash held by the custodian as of December 31,
1995, confirmation by correspondence with brokers as to securities purchased but
not received at that date, or other auditing procedures where confirmations 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
audits provide a reasonable basis for our opinion.

In our opinion,  the  financial  statements,  selected per share data and ratios
referred to above  present  fairly,  in all  material  respects,  the  financial
position of each of the  respective  portfolios  constituting  the AUL  American
Series Fund,  Inc., as of December 31, 1995; the results of their operations for
the year then  ended,  the changes in their net assets for the each of two years
then ended, and selected per share data and ratios for the five years then ended
of the Equity,  Money Market,  Bond and Managed  Portfolios;  and the results of
operations, changes in net assets and selected per share data and ratios for the
period from July 31,  1995  through  December  31,  1995 of the  Tactical  Asset
Portfolio, in conformity with generally accepted accounting principles.


                                        /s/ Coopers & Lybrand L.L.P.


Indianapolis, Indiana
January 27, 1996
<PAGE>
                                       10


                      (This page is intentionally blank.)
<PAGE>
                                       11

<TABLE>
<CAPTION>

                         AUL American Series Fund, Inc.
                            STATEMENT OF NET ASSETS
                               December 31, 1995

                                                       Portfolio

                                    Equity         Money Market             Bond               Managed        Tactical Asset
                                    ------         ------------             ----               -------        --------------
<S>                             <C>                <C>                <C>                 <C>                 <C>

Assets:
Investments at market value     $  35,357,455      $  23,737,170      $   24,961,616      $   30,544,844      $  1,142,637
 (cost: $30,654,061, $23,737,170
 $23,296,539, $27,462,076
 and $1,098,258, respectively)
Receivable for shares sold, net          ---             518,459             241,646             137,837                 2
Dividends and interest receivable      62,541             49,610             343,638             228,042            11,509
Prepaid expense                           106                106                 106                 106               327
Deferred organization costs              ---                ---                 ---                 ---              7,340
                                -------------       ------------       -------------       -------------       -----------
     Total assets                  35,420,102         24,305,345          25,547,006          30,910,829         1,161,815
                                -------------       ------------       -------------       -------------       -----------

Liabilities:
 Distributions payable to AUL          70,725              ---               100,803              45,826             6,994
 Distributions payable to Dean           ---               ---                  ---                 ---              6,994
 Payable for portfolio shares
  redeemed, net                        26,435              ---                  ---                 ---                ---
 Investment advisory fees payable      14,932             9,736               10,682              12,828
 Accrued expenses                       8,485             5,603                6,356               7,573               357
 Organization costs payable to AUL       ---               ---                  ---                 ---              8,014
                                 ------------       -----------       --------------       -------------       -----------
     Total liabilities                120,577            15,339              117,841              66,227            22,359
                                      -------            ------              -------              ------            ------

Net Assets                      $  35,299,525      $ 24,290,006         $ 25,429,165       $  30,844,602      $  1,139,456
                                =============      ============         ============       =============      ============

Shares outstanding                  2,483,962        24,290,006            2,298,581           2,484,037           109,147
                                    =========        ==========            =========           =========           =======

Net Asset Value per share       $       14.21      $       1.00         $      11.06       $       12.42     $       10.44
                                =============      ============         ============       =============     =============

<FN>
    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

<PAGE>
                                     12
<TABLE>
<CAPTION>

                         AUL American Series Fund, Inc.
                            STATEMENT OF OPERATIONS
                      For the year ended December 31, 1995

                                                                            Portfolio

                                                                                                  Tactical
                                                  Equity    Money Market      Bond      Managed    Asset(1)
                                                  ------    ------------      ----      -------   --------

<S>                                             <C>          <C>          <C>          <C>          <C>

Investment Income:
 Income:
  Dividends                                     $  517,791   $     ---    $     ---    $  282,964   $ 6,239
  Interest                                         286,073    1,126,274    1,645,503    1,013,999    14,254
                                                ----------   ----------   ----------   ----------   -------

                                                   803,864    1,126,274    1,645,503    1,296,963    20,493
                                                ----------   ----------   ----------   ----------   -------
Expenses:
  Investment advisory fee                          144,456       96,175      117,761      142,020     2,399
  Custodian and service agent fee                   39,003       25,967       31,795       38,345       585
  Professional fees                                  8,068        9,899        7,391        8,596        83
  Amortization of deferred
   organization costs                                  769          769          769          769       674
  Director fees                                      1,159        1,159        1,159        1,159       443
  Other expenses                                     8,486        5,823        6,883        8,164       170
                                                ----------   ----------   ----------   ----------   -------
                                                   201,941      139,792      165,758      199,053     4,354
                                                ----------   ----------   ----------   ----------   -------

     Net investment income                         601,923      986,482    1,479,745    1,097,910    16,139
                                                ----------   ----------   ----------   ----------   -------

Gain on Investments:
  Net realized gain                                398,786        ---        263,778      475,564     5,349
  Net unrealized gain                            4,083,680        ---      2,110,855    3,392,949    44,379
                                                ----------   ----------   ----------   ----------   -------
     Net gain                                    4,482,466        ---      2,374,633    3,868,513    49,728
                                                ----------   ----------   ----------   ----------   -------

Net Increase in Net Assets
 from Operations                                $5,084,389   $  986,482   $3,854,378   $4,966,423   $65,867
                                                ==========   ==========   ==========   ==========   =======

<FN>
(1) for the period from July 31, 1995 through December 31, 1995
     The accompanying notes are an integral part of the financial statement.
</FN>
</TABLE>

<PAGE>
                                   13

<TABLE>
<CAPTION>

                         AUL American Series Fund, Inc.
                       STATEMENT OF CHANGES IN NET ASSETS
                 for the years ended December 31, 1995 and 1994

                                                               Portfolio

                                                         Equity                       Money Market
                                                         ------                       ------------

                                                 1995            1994            1995           1994
                                                 ----            ----            ----           ----

<S>                                       <C>           <C>             <C>             <C>

Operations:
 Net investment income                    $    601,923  $      297,314  $      986,482  $      361,013
 Net realized gain (loss)                      398,786         847,029            ---             ---
 Net unrealized gain (loss)                  4,083,680        (760,306)           ---             ---
                                             ---------        --------         -------         -------
  Increase (Decrease) in Assets
  from Operations                            5,084,389         384,037         986,482         361,013
                                             ---------         -------         -------         -------

Distributions:
 From net investment income                   (599,497)       (297,111)       (986,482)       (361,013)
 From net realized gain                       (398,786)       (847,029)           ---             ---
                                              --------        --------         -------         -------
  Decrease                                    (998,283)     (1,144,140)       (986,482)       (361,013)
                                              --------      ----------        --------        --------

Shareholder Transactions:
 Proceeds from shares sold                  14,809,942      11,014,515      51,157,189      20,034,943
 Reinvested distributions                      864,872         913,493         986,482         361,013
 Cost of shares redeemed                    (5,024,617)     (2,073,178)    (43,349,308)    (11,053,614)
                                            ----------      ----------     -----------     -----------
  Increase                                  10,650,197       9,854,830       8,794,363       9,342,342
                                            ----------       ---------       ---------       ---------

Net increase                                14,736,303       9,094,727       8,794,363       9,342,342
Net Assets at beginning of year             20,563,222      11,468,495      15,495,643       6,153,301
                                            ----------      ----------      ----------       ---------
Net Assets at end of year                 $ 35,299,525  $   20,563,222  $   24,290,006    $ 15,495,643
                                          ============  ==============  ==============    ============



Shares sold                                  1,118,147         858,805      51,157,189      20,034,943
Reinvested distributions                        62,363          74,060         986,482         361,013
Shares redeemed                               (372,202)       (161,347)    (43,349,308)    (11,053,614)
                                              --------        --------     -----------     -----------

Net Increase                                   808,308         771,518       8,794,363       9,342,342
Shares outstanding at beginning of year      1,675,654         904,136      15,495,643       6,153,301
                                             ---------         -------      ----------       ---------
Shares outstanding at end of year            2,483,962       1,675,654      24,290,006      15,495,643
                                             =========       =========      ==========      ==========


<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       14
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                 STATEMENT OF CHANGES IN NET ASSETS (continued)
                 for the years ended December 31, 1995 and 1994

                                                                    Portfolio

                                                         Bond                        Managed
                                                         ----                        -------

                                                1995            1994            1995         1994
                                                ----            ----            ----         ----

<S>                                       <C>             <C>             <C>             <C>

Operations:
 Net investment income                    $  1,479,745    $  1,102,015    $  1,097,910    $    744,976
 Net realized gain (loss)                      263,778        (244,198)        475,564         562,447
 Net unrealized gain (loss)                  2,110,855      (1,457,895)      3,392,949      (1,470,115)
                                             ---------      ----------       ---------      ----------

  Increase (Decrease) in Assets
   from Operations                           3,854,378        (600,078)      4,966,423        (162,692)
                                             ---------        --------       ---------        --------

Distributions:
 From net investment income                 (1,471,732)     (1,098,149)     (1,093,207)       (742,652)
 From net realized gain                        (19,580)          ---          (475,564)       (562,447)
                                               -------      ----------        --------        --------
  Decrease                                  (1,491,312)     (1,098,149)     (1,568,771)     (1,305,099)
                                            ----------      ----------      ----------      ----------

Shareholder Transactions:
 Proceeds from shares sold                  10,212,753       8,707,785       9,524,234      13,055,470
 Reinvested distributions                      938,396         451,272       1,378,654         965,890
 Cost of shares redeemed                    (8,537,765)     (1,728,801)     (8,014,116)     (2,065,166)
                                            ----------      ----------      ----------      ----------
  Increase                                   2,613,384       7,430,256       2,888,772      11,956,194
                                             ---------       ---------       ---------      ----------

Net increase                                 4,976,450       5,732,029       6,286,424      10,488,403
Net Assets at beginning of year             20,452,715      14,720,686      24,558,178      14,069,775
                                            ----------      ----------      ----------      ----------
Net Assets at end of year                 $ 25,429,165    $ 20,452,715    $ 30,844,602    $ 24,558,178
                                          ============    ============    ============    ============


Shares sold                                    952,961         829,984         798,921       1,129,652
Reinvested distributions                        87,346          44,410         113,420          86,879
Shares redeemed                               (788,087)       (166,393)       (661,602)       (180,298)
                                              --------        --------        --------        --------

Net Increase                                   252,220         708,001         250,739       1,036,233
Shares outstanding at beginning of year      2,046,361       1,338,360       2,233,298       1,197,065
                                             ---------       ---------       ---------       ---------
Shares outstanding at end of year            2,298,581       2,046,361       2,484,037       2,233,298
                                             =========       =========       =========       =========

<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       15


                         AUL American Series Fund, Inc.
                 STATEMENT OF CHANGES IN NET ASSETS (continued)
                 for the years ended December 31, 1995 and 1994

                                              Portfolio

                                            Tactical Asset (1)
                                            ------------------

                                                1995
                                                ----


Operations:
 Net investment income                    $    16,139
 Net realized gain (loss)                       5,349
 Net unrealized gain (loss)                    44,379
                                               ------
  Increase (Decrease) in Assets
   from Operations                             65,867
                                               ------

Distributions:
 From net investment income                   (16,384)
 From net realized gain                        (5,349)
                                               ------
  Decrease                                    (21,733)
                                              -------

Shareholder Transactions:
 Proceeds from shares sold                  1,104,684
 Reinvested distributions                       1,374
 Cost of shares redeemed                      (10,736)
                                              -------
  Increase                                  1,095,322
                                            ---------

Net increase                                1,139,456
Net Assets at beginning of year                 ---
                                            ---------
Net Assets at end of year                 $ 1,139,456
                                          ===========


Shares sold                                   110,034
Reinvested distributions                          132
Shares redeemed                                (1,019)
                                               ------

Net Increase                                  109,147
Shares outstanding at beginning of year         ---
                                             --------
Shares outstanding at end of year             109,147
                                              =======

(1) for the period from July 31, 1995 through December 31, 1995
     The accompanying notes are an integral part of the financial statements.
<PAGE>
                                       16


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                                EQUITY PORTFOLIO
                               December 31, 1995
                                                    Market
Description                             Shares       Value
- -----------                             ------       -----
Common Stock (87.4%)
 Banks & Financial (7.7%)
 American Express Co.                  19,500   $  806,813
 Banc One Corp.                        26,300      992,825
 Ohio Casualty Corp.                   16,700      647,125
 Salomon, Inc.                          7,600      269,800
                                                   -------
                                                 2,716,563
                                                 ---------

Broadcasting & Publishing (10.2%)
 Chris-Craft Industries, Inc.*         18,126      783,949
 Deluxe Corp.                          21,900      635,100
 Gibson Greetings, Inc.                43,200      691,200
 Harland (John H.) Co.                 19,300      402,888
 Meredith Corp.                        13,400      561,125
 Moore Corp., Ltd.                     28,300      527,087
                                                   -------
                                                 3,601,349
                                                 ---------
Chemicals (1.5%)
 Carlisle Companies, Inc.               5,000      201,875
 Quaker Chemical Corp.                 24,800      334,800
                                                   -------
                                                   536,675
                                                   -------
Electrical Equipment &
Electronics (5.8%)
 Baldor Electric Co.                   29,610      595,901
 Dynatech Corp.*                       62,000    1,054,000
 General Electric Co.                   5,600      403,200
                                                   -------
                                                 2,053,101
                                                 ---------
Entertainment & Leisure (4.3%)
 CPI Corp.                             48,800      780,800
 Fleetwood Enterprises, Inc.           25,200      648,900
 Huffy Corp.                           10,600      107,325
                                                   -------
                                                 1,537,025
                                                 ---------
Furniture and Apparel (12.5%)
 Blair Corp.                            4,400      138,600
 Hillenbrand Industries, Inc.          23,100      782,513
 Kellwood Co.                          26,700      544,012
 La Z Boy Chair Co.                    21,400      660,725
 Liz Claiborne, Inc.                   39,300    1,090,575
 Oshkosh BGosh, Inc.                   34,100      596,750
  Class A
 Reebok International                  21,000      593,250
                                                   -------
                                                 4,406,425
                                                 ---------
Health Care (5.2%)
 Acuson Corp.                          27,700      342,788
 Community Psychiatric                  9,800      120,050
  Centers, Inc.
 Guidant Corp.                          5,983   $  252,782
 Lilly (Eli) & Co.                      6,770      380,812
 Merck & Co.                           11,500      756,125
                                                   -------
                                                 1,852,557
                                                 ---------
Information Processing &
Telecommunications (9.4%)
 Apple Computer, Inc.                  20,200      643,875
 Cray Research, Inc.*                   7,200      178,200
 Hunt Manufacturing Co.                 9,900      172,013
 International Business                 7,100      651,425
  Machines Corp.
 Software Publishing Corp.*            14,900       49,356
 Sun Microsystems, Inc.*               28,200    1,286,625
 Telxon Corp.                          15,600      352,950
                                                   -------
                                                 3,334,444
                                                 ---------
Machinery (2.6%)
 Lawson Products, Inc.                 21,300      521,850
 Precision Castparts Corp.             10,300      409,425
                                                   -------
                                                   931,275
                                                   -------
Merchandising (5.4%)
 Longs Drug Stores Corp.               19,000      909,625
 Mac Frugals Bargains                  36,500      511,000
  Close-outs, Inc.
 Merchantile Stores Co.                10,900      504,125
                                                   -------
                                                 1,924,750
                                                 ---------
Metals & Mining (2.3%)
 Aluminum Company of                    8,200      433,575
  America
 Oregon Steel Mills, Inc.              26,000      364,000
                                                   -------
                                                   797,575
                                                   -------
Oil & Oil Services (3.4%)
 Royal Dutch Petroleum Co.              3,400      479,825
 Valero Energy Crop                    29,300      717,850
                                                   -------
                                                 1,197,675
                                                 ---------
Paper Products & Containers (1.6%)
 Sealright, Inc.                       32,500      361,562
 Zero Corp.                            10,900      193,475
                                                   -------
                                                   555,037
                                                   -------
Transportation (3.4%)
 Alexander & Baldwin, Inc.             29,100      669,300
 Norfolk Southern Corp.                 6,500      515,938
                                                   -------
                                                 1,185,238
                                                 ---------

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.
<PAGE>
                                       17
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                          EQUITY PORTFOLIO (continued)
                               December 31, 1995
                                                     Market
Description                             Shares       Value


Common Stock (87.4%), continued
 Miscellaneous (12.1%)
  Boeing Co.                             8,800   $  689,700
  Cross (A.T.) Co. Class A              23,700      358,462
  Ford Motor Co.                        23,500      681,500
  Groundwater Technology, Inc.*         42,400      593,600
  Kelly Services, Inc.                  27,000      749,250
  Michael Foods, Inc.                   46,100      535,913
  Seagram Company, Ltd.                  4,600      159,275
  Stanhome, Inc.                        17,800      518,425
                                                    -------
                                                  4,286,125
                                                  ---------

     Total common stock (cost: $26,212,420)      30,915,814
                                                 ----------


Money Market Mutual Funds (3.6%)
 Merrill Lynch Institutional Fund      559,453      559,453
 Dreyfus U.S. Treasury Prime           712,661      712,661
                                                    -------
     Total mutual funds (cost: $1,272,114)       $1,272,114
                                                  ---------

                                            Interest        Maturity        Principal       Market
                                             Rate            Date           Amount          Value
                                             ----            ----           ------          -----
<S>                                          <C>             <C>            <C>         <C>

Short-term Notes (9.0%)
 General Electric Capital Corporation        5.800           1/16/96        1,000,000   $    990,095
 Associates Corporation of North America     5.700           1/26/96        1,000,000       990,500
 Ford Motor Credit Corporation               5.620           1/30/96          600,000       594,380
 American General Finance Corp.              5.660           2/23/96          600,000       594,552

     Total short-term notes (cost: $3,169,527)                                            3,169,527
                                                                                          ---------

Total Investments (cost: $30,654,061)                                                   $35,357,455
                                                                                        ===========

<FN>

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       18
<TABLE>
<CAPTION>

                         AUL American Series Fund, Inc.
                            STATEMENT OF INVESTMENTS
                             MONEY MARKET PORTFOLIO
                               December 31, 1995

                                                                Interest         Maturity        Principal          Market
Description                                                       Rate             Date            Amount           Value
- -----------                                                       ----             ----            ------           -----
<S>                                                              <C>             <C>          <C>              <C>

Short-term Notes (55.0%)
 U.S. Government & Agency Obligations (55.0%)
  Federal Home Loan Bank Notes                                   5.570%          1/10/96      $   3,500,000    $   3,494,043
  Federal Home Loan Bank Notes                                   5.550%          1/25/96          2,000,000        1,991,984
  Federal Home Loan Bank Notes                                   5.540%          2/01/96          6,000,000        5,969,530
  Federal Home Loan Bank Notes*                                  5.400%          2/12/96          1,600,000        1,589,440
                                                                                                                   ---------
     Total short-term notes (cost: $13,044,997)                                                                   13,044,997
                                                                                                                  ----------

Corporate Obligations (41.6%)
 Automotive (4.2%)
  Ford Motor Credit Corpor                                       5.760%          1/05/96          1,000,000        1,000,000

 Electrical Equipment (8.4%)
  General Electric Company                                       5.690%          1/05/96          1,000,000        1,000,000
  General Electric Capital Corporation                           5.706%          1/12/96          1,000,000        1,000,000

 Financial (16.4%)
  American General Finance Corporation                           5.690%          1/08/96            900,000          900,000
  General Electric Capital Services Corporation                  5.760%          1/11/96          1,000,000        1,000,000
  Prudential Funding Corporation                                 5.750%          1/12/96          1,000,000        1,000,000
  Norwest Financial Corporation                                  5.750%          1/19/96          1,000,000        1,000,000

 Machinery (4.2%)
  John Deere Capital Corporation                                 5.760%          1/11/96          1,000,000        1,000,000

 Oil and Gas (4.2%)
  Chevron Oil Finance Company                                    5.760%          1/25/96          1,000,000        1,000,000

 Real Estate and Leasing (4.2%)
  Associates Corporation of North America                        5.750%          1/26/96          1,000,000        1,000,000
                                                                                                                   ---------
     Total corporate obligations (cost: $9,900,000)                                                                9,900,000
                                                                                                                   ---------

Certificates of Deposit (1.7%)
  Fifth Third Bank of Indiana                                    5.350%          1/05/96            400,000          400,000
                                                                                                                     -------
     Total certificates of deposit (cost: $400,000)                                                                  400,000
                                                                                                                     -------

                                                                                                     Shares
                                                                                                     ------
Money Market Mutual Funds(1.7%)
 Dreyfus U.S. Treasury Prime                                                                         392,173         392,173
                                                                                                                     -------
     Total money market mutual funds (cost: $392,173)                                                                392,173
                                                                                                                     -------
Total Investments (cost: $23,737,170)                                                                          $  23,737,170
                                                                                                              ==============

<FN>

*variable rate note
    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       19
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                                 BOND PORTFOLIO
                               December 31, 1995

                                                                Interest         Maturity        Principal          Market
Description                                                       Rate             Date           Amount            Value
- -----------                                                       ----             ----           ------            -----

<S>                                                              <C>            <C>         <C>               <C>

Notes and Bonds (97.6%)
 U.S. Government & Agency Obligations (62.1%)
  Federal Home Loan Bank Notes                                   5.040%          8/20/98    $    750,000      $     743,400
  U.S. Treasury Notes                                            8.875%          2/15/99       2,900,000          3,195,945
  Federal National Mortgage Association Notes                    6.200%          7/17/00       1,300,000          1,309,542
  U.S. Treasury Notes                                            8.000%          5/15/01       3,350,000          3,750,560
  U.S. Treasury Notes                                            7.500%          5/15/02         650,000            720,791
  U.S. Treasury Strips                                            ---            2/15/07       1,300,000            686,894
  Federal National Mortgage Association CMO                      6.500%          5/25/08         800,000            805,296
  Federal National Mortgage Association CMO                      7.500%         12/25/09         600,000            632,460
  U.S. Treasury Bonds                                            8.750%          5/15/17       2,750,000          3,635,803
                                                                                                                  ---------
                                                                                                                 15,480,691

 Corporate Obligations (35.5%)
  Associates Corporation of North America Notes                  8.750%          4/04/96         550,000            554,180
  General Motors Acceptance Corporation Notes                    7.700%          1/24/97       1,000,000          1,022,500
  Allstate Corporation Notes                                     5.875%          6/15/98         625,000            626,562
  El Paso Natural Gas Company Notes                              7.750%          1/15/02         200,000            217,250
  Western National Corp. Notes                                   7.125%          2/15/04         800,000            822,000
  Eli Lilly & Company Notes                                      8.375%         12/01/06         850,000          1,007,250
  Prudential-Bache Trust CMO 12D                                 5.350%         10/20/09       1,700,000          1,683,034
  American Southwest Financial Corporation CMO                   8.900%          3/01/18         200,073            211,972
  Merrill Lynch CMO Trust XXXVIID                                8.150%         11/01/18         720,000            763,207
  Fleet Mortgage Securities, Inc. CMO                            7.950%          6/01/19         750,000            779,850
  Hydro-Quebec Debenture Bonds                                   8.050%          7/07/24         400,000            457,500
  Sun, Inc., Debenture Bonds                                     9.000%         11/01/24         600,000            728,250
                                                                                                                    -------
     Total notes and bonds (cost: $22,689,169)                                                                   24,354,246
                                                                                                                 ----------

                                                                                                 Shares
                                                                                                 ------
Money Market Mutual Funds (2.4%)
 Dreyfus U.S. Treasury Prime                                                                     554,367            554,367
 Merrill Lynch Institutional Fund                                                                 53,003             53,003
                                                                                                                     ------
     Total mutual funds (cost: $607,370)                                                                            607,370
                                                                                                                    -------
Total Investments (cost: $23,296,539)                                                                         $  24,961,616
                                                                                                              =============

<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       20


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                               MANAGED PORTFOLIO
                               December 31, 1995

                                                     Market
Description                             Shares       Value
- -----------                             ------       -----

Common Stock (54.5%)
 Banks & Financial (4.7%)
  American Express Co.                  10,700   $  442,713
  Banc One Corp.                        13,900      348,750
  Ohio Casualty Corp.                    9,000      145,550
  Salomon, Inc.                          4,100      524,725
                                                    -------
                                                  1,461,738
                                                  ---------
 Broadcasting & Publishing (6.5%)
  Chris-Craft Industries, Inc.*          9,794      423,590
  Deluxe Corp.                          12,200      353,800
  Gibson Greetings, Inc.                22,900      366,400
  Harland (John H.) Co.                 11,200      233,800
  Meredith Corp.                         7,000      293,125
  Moore Corp., Ltd.                     15,200      283,100
                                                    -------
                                                  1,953,815
                                                  ---------
 Chemicals (1.0%)
  Carlisle Companies, Inc.               3,100      125,163
  Quaker Chemical Corp.                 14,000      189,000
                                                    -------
                                                    314,163
                                                    -------
 Electrical Equipment &
 Electronics (3.6%)
  Baldor Electric Co.                   14,850      298,856
  Dynatech Corp.*                       33,500      569,500
  General Electric Co.                   3,200      230,400
                                                    -------
                                                  1,098,756
                                                  ---------
 Entertainment & Leisure (2.7%)
  CPI Corp.                             26,000      416,000
  Fleetwood Enterprises                 13,400      345,050
  Huffy Corp.                            6,100       61,763
                                                    -------
                                                    822,813
                                                    -------
 Furniture and Apparel (7.7%)
  Blair Corp.                            2,800       88,200
  Hillenbrand Industries, Inc.          12,100      409,887
  Kellwood Co.                          14,600      297,475
  La Z Boy Chair Co.                    11,500      355,063
  Liz Claiborne, Inc.                   20,700      574,425
  Oshkosh BGosh, Inc.                   17,300      302,750
    Class A
  Reebok International                  11,300      319,225
                                                    -------
                                                  2,347,025
                                                  ---------
 Health Care (3.2%)
  Acuson Corp.                          14,800      183,150
  Community Psychiatric                  6,900       84,525
    Centers, Inc.
  Guidant Corp.                          3,050      128,863
  Lilly (Eli) & Co.                      3,452      194,175
  Merck & Co.                            5,900      387,925
                                                    -------
                                                    978,638
                                                    -------
 Information Processing &
 Telecommunications (5.9%)
  Apple Computer, Inc.                  11,100      353,812
  Cray Research, Inc.*                   3,000       74,250
  Hunt Manufacturing Co.                 4,700       81,663
  International Business                 3,900      357,825
    Machines Corp.
  Software Publishing Corp.*            11,500       38,094
  Sun Microsystems, Inc.*               15,800      720,875
 Telxon Corp.                            7,900      178,737
                                                    -------
                                                  1,805,256
                                                  ---------
Machinery (1.6%)
 Lawson Products, Inc.                  11,600      284,200
 Precision Castparts Corp.               5,100      202,725
                                                    -------
                                                    486,925
                                                    -------
Merchandising (3.4%)
 Longs Drug Stores Corp.                10,100      483,538
 Mac Frugals Bargains                   19,700      275,800
   Close-outs, Inc.
 Mercantile Stores Co.                   5,900      272,875
                                                    -------
                                                  1,032,213
                                                  ---------
Metals & Mining (1.5%)
 Aluminum Company of                     4,700      248,512
   America
 Oregon Steel Mills, Inc.               14,500      203,000
                                                    -------
                                                    451,512
                                                    -------
Oil & Oil Services (2.1%)
 Royal Dutch Petroleum Co.               1,900      268,137
 Valero Energy Crop                     15,800      387,100
                                                    -------
                                                    655,237
                                                    -------
Paper Products & Containers (1.2%)
 Sealright, Inc.                        19,600      218,050
 Zero Corp.                              8,800      156,200
                                                    -------
                                                    374,250
                                                    -------
Transportation (2.0%)
 Alexander & Baldwin, Inc.              15,400      354,200
 Norfolk Southern Corp.                  3,100      246,063
                                                    -------
                                                    600,263
                                                    -------

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.


<PAGE>
                                   13

<TABLE>
<CAPTION>

                         AUL American Series Fund, Inc.
                       STATEMENT OF CHANGES IN NET ASSETS
                 for the years ended December 31, 1995 and 1994

                                                               Portfolio

                                                         Equity                       Money Market
                                                         ------                       ------------

                                                 1995            1994            1995           1994
                                                 ----            ----            ----           ----

<S>                                       <C>           <C>             <C>             <C>

Operations:
 Net investment income                    $    601,923  $      297,314  $      986,482  $      361,013
 Net realized gain (loss)                      398,786         847,029            ---             ---
 Net unrealized gain (loss)                  4,083,680        (760,306)           ---             ---
                                             ---------        --------         -------         -------
  Increase (Decrease) in Assets
  from Operations                            5,084,389         384,037         986,482         361,013
                                             ---------         -------         -------         -------

Distributions:
 From net investment income                   (599,497)       (297,111)       (986,482)       (361,013)
 From net realized gain                       (398,786)       (847,029)           ---             ---
                                              --------        --------         -------         -------
  Decrease                                    (998,283)     (1,144,140)       (986,482)       (361,013)
                                              --------      ----------        --------        --------

Shareholder Transactions:
 Proceeds from shares sold                  14,809,942      11,014,515      51,157,189      20,034,943
 Reinvested distributions                      864,872         913,493         986,482         361,013
 Cost of shares redeemed                    (5,024,617)     (2,073,178)    (43,349,308)    (11,053,614)
                                            ----------      ----------     -----------     -----------
  Increase                                  10,650,197       9,854,830       8,794,363       9,342,342
                                            ----------       ---------       ---------       ---------

Net increase                                14,736,303       9,094,727       8,794,363       9,342,342
Net Assets at beginning of year             20,563,222      11,468,495      15,495,643       6,153,301
                                            ----------      ----------      ----------       ---------
Net Assets at end of year                 $ 35,299,525  $   20,563,222  $   24,290,006    $ 15,495,643
                                          ============  ==============  ==============    ============



Shares sold                                  1,118,147         858,805      51,157,189      20,034,943
Reinvested distributions                        62,363          74,060         986,482         361,013
Shares redeemed                               (372,202)       (161,347)    (43,349,308)    (11,053,614)
                                              --------        --------     -----------     -----------

Net Increase                                   808,308         771,518       8,794,363       9,342,342
Shares outstanding at beginning of year      1,675,654         904,136      15,495,643       6,153,301
                                             ---------         -------      ----------       ---------
Shares outstanding at end of year            2,483,962       1,675,654      24,290,006      15,495,643
                                             =========       =========      ==========      ==========


<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       14
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                 STATEMENT OF CHANGES IN NET ASSETS (continued)
                 for the years ended December 31, 1995 and 1994

                                                                    Portfolio

                                                         Bond                        Managed
                                                         ----                        -------

                                                1995            1994            1995         1994
                                                ----            ----            ----         ----

<S>                                       <C>             <C>             <C>             <C>

Operations:
 Net investment income                    $  1,479,745    $  1,102,015    $  1,097,910    $    744,976
 Net realized gain (loss)                      263,778        (244,198)        475,564         562,447
 Net unrealized gain (loss)                  2,110,855      (1,457,895)      3,392,949      (1,470,115)
                                             ---------      ----------       ---------      ----------

  Increase (Decrease) in Assets
   from Operations                           3,854,378        (600,078)      4,966,423        (162,692)
                                             ---------        --------       ---------        --------

Distributions:
 From net investment income                 (1,471,732)     (1,098,149)     (1,093,207)       (742,652)
 From net realized gain                        (19,580)          ---          (475,564)       (562,447)
                                               -------      ----------        --------        --------
  Decrease                                  (1,491,312)     (1,098,149)     (1,568,771)     (1,305,099)
                                            ----------      ----------      ----------      ----------

Shareholder Transactions:
 Proceeds from shares sold                  10,212,753       8,707,785       9,524,234      13,055,470
 Reinvested distributions                      938,396         451,272       1,378,654         965,890
 Cost of shares redeemed                    (8,537,765)     (1,728,801)     (8,014,116)     (2,065,166)
                                            ----------      ----------      ----------      ----------
  Increase                                   2,613,384       7,430,256       2,888,772      11,956,194
                                             ---------       ---------       ---------      ----------

Net increase                                 4,976,450       5,732,029       6,286,424      10,488,403
Net Assets at beginning of year             20,452,715      14,720,686      24,558,178      14,069,775
                                            ----------      ----------      ----------      ----------
Net Assets at end of year                 $ 25,429,165    $ 20,452,715    $ 30,844,602    $ 24,558,178
                                          ============    ============    ============    ============


Shares sold                                    952,961         829,984         798,921       1,129,652
Reinvested distributions                        87,346          44,410         113,420          86,879
Shares redeemed                               (788,087)       (166,393)       (661,602)       (180,298)
                                              --------        --------        --------        --------

Net Increase                                   252,220         708,001         250,739       1,036,233
Shares outstanding at beginning of year      2,046,361       1,338,360       2,233,298       1,197,065
                                             ---------       ---------       ---------       ---------
Shares outstanding at end of year            2,298,581       2,046,361       2,484,037       2,233,298
                                             =========       =========       =========       =========

<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       15


                         AUL American Series Fund, Inc.
                 STATEMENT OF CHANGES IN NET ASSETS (continued)
                 for the years ended December 31, 1995 and 1994

                                              Portfolio

                                            Tactical Asset (1)
                                            ------------------

                                                1995
                                                ----


Operations:
 Net investment income                    $    16,139
 Net realized gain (loss)                       5,349
 Net unrealized gain (loss)                    44,379
                                               ------
  Increase (Decrease) in Assets
   from Operations                             65,867
                                               ------

Distributions:
 From net investment income                   (16,384)
 From net realized gain                        (5,349)
                                               ------
  Decrease                                    (21,733)
                                              -------

Shareholder Transactions:
 Proceeds from shares sold                  1,104,684
 Reinvested distributions                       1,374
 Cost of shares redeemed                      (10,736)
                                              -------
  Increase                                  1,095,322
                                            ---------

Net increase                                1,139,456
Net Assets at beginning of year                 ---
                                            ---------
Net Assets at end of year                 $ 1,139,456
                                          ===========


Shares sold                                   110,034
Reinvested distributions                          132
Shares redeemed                                (1,019)
                                               ------

Net Increase                                  109,147
Shares outstanding at beginning of year         ---
                                             --------
Shares outstanding at end of year             109,147
                                              =======

(1) for the period from July 31, 1995 through December 31, 1995
     The accompanying notes are an integral part of the financial statements.
<PAGE>
                                       16


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                                EQUITY PORTFOLIO
                               December 31, 1995
                                                     Market
Description                             Shares       Value
- -----------                             ------       -----
Common Stock (87.4%)
 Banks & Financial (7.7%)
 American Express Co.                  19,500   $  806,813
 Banc One Corp.                        26,300      992,825
 Ohio Casualty Corp.                   16,700      647,125
 Salomon, Inc.                          7,600      269,800
                                                   -------
                                                 2,716,563
                                                 ---------

Broadcasting & Publishing (10.2%)
 Chris-Craft Industries, Inc.*         18,126      783,949
 Deluxe Corp.                          21,900      635,100
 Gibson Greetings, Inc.                43,200      691,200
 Harland (John H.) Co.                 19,300      402,888
 Meredith Corp.                        13,400      561,125
 Moore Corp., Ltd.                     28,300      527,087
                                                   -------
                                                 3,601,349
                                                 ---------
Chemicals (1.5%)
 Carlisle Companies, Inc.               5,000      201,875
 Quaker Chemical Corp.                 24,800      334,800
                                                   -------
                                                   536,675
                                                   -------
Electrical Equipment &
Electronics (5.8%)
 Baldor Electric Co.                   29,610      595,901
 Dynatech Corp.*                       62,000    1,054,000
 General Electric Co.                   5,600      403,200
                                                   -------
                                                 2,053,101
                                                 ---------
Entertainment & Leisure (4.3%)
 CPI Corp.                             48,800      780,800
 Fleetwood Enterprises, Inc.           25,200      648,900
 Huffy Corp.                           10,600      107,325
                                                   -------
                                                 1,537,025
                                                 ---------
Furniture and Apparel (12.5%)
 Blair Corp.                            4,400      138,600
 Hillenbrand Industries, Inc.          23,100      782,513
 Kellwood Co.                          26,700      544,012
 La Z Boy Chair Co.                    21,400      660,725
 Liz Claiborne, Inc.                   39,300    1,090,575
 Oshkosh BGosh, Inc.                   34,100      596,750
  Class A
 Reebok International                  21,000      593,250
                                                   -------
                                                 4,406,425
                                                 ---------
Health Care (5.2%)
 Acuson Corp.                          27,700      342,788
 Community Psychiatric                  9,800      120,050
  Centers, Inc.
 Guidant Corp.                          5,983   $  252,782
 Lilly (Eli) & Co.                      6,770      380,812
 Merck & Co.                           11,500      756,125
                                                   -------
                                                 1,852,557
                                                 ---------
Information Processing &
Telecommunications (9.4%)
 Apple Computer, Inc.                  20,200      643,875
 Cray Research, Inc.*                   7,200      178,200
 Hunt Manufacturing Co.                 9,900      172,013
 International Business                 7,100      651,425
  Machines Corp.
 Software Publishing Corp.*            14,900       49,356
 Sun Microsystems, Inc.*               28,200    1,286,625
 Telxon Corp.                          15,600      352,950
                                                   -------
                                                 3,334,444
                                                 ---------
Machinery (2.6%)
 Lawson Products, Inc.                 21,300      521,850
 Precision Castparts Corp.             10,300      409,425
                                                   -------
                                                   931,275
                                                   -------
Merchandising (5.4%)
 Longs Drug Stores Corp.               19,000      909,625
 Mac Frugals Bargains                  36,500      511,000
  Close-outs, Inc.
 Merchantile Stores Co.                10,900      504,125
                                                   -------
                                                 1,924,750
                                                 ---------
Metals & Mining (2.3%)
 Aluminum Company of                    8,200      433,575
  America
 Oregon Steel Mills, Inc.              26,000      364,000
                                                   -------
                                                   797,575
                                                   -------
Oil & Oil Services (3.4%)
 Royal Dutch Petroleum Co.              3,400      479,825
 Valero Energy Crop                    29,300      717,850
                                                   -------
                                                 1,197,675
                                                 ---------
Paper Products & Containers (1.6%)
 Sealright, Inc.                       32,500      361,562
 Zero Corp.                            10,900      193,475
                                                   -------
                                                   555,037
                                                   -------
Transportation (3.4%)
 Alexander & Baldwin, Inc.             29,100      669,300
 Norfolk Southern Corp.                 6,500      515,938
                                                   -------
                                                 1,185,238
                                                 ---------

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.
<PAGE>
                                       17
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                          EQUITY PORTFOLIO (continued)
                               December 31, 1995
                                                     Market
Description                             Shares       Value


Common Stock (87.4%), continued
 Miscellaneous (12.1%)
  Boeing Co.                             8,800   $  689,700
  Cross (A.T.) Co. Class A              23,700      358,462
  Ford Motor Co.                        23,500      681,500
  Groundwater Technology, Inc.*         42,400      593,600
  Kelly Services, Inc.                  27,000      749,250
  Michael Foods, Inc.                   46,100      535,913
  Seagram Company, Ltd.                  4,600      159,275
  Stanhome, Inc.                        17,800      518,425
                                                    -------
                                                  4,286,125
                                                  ---------

     Total common stock (cost: $26,212,420)      30,915,814
                                                 ----------


Money Market Mutual Funds (3.6%)
 Merrill Lynch Institutional Fund      559,453      559,453
 Dreyfus U.S. Treasury Prime           712,661      712,661
                                                    -------
     Total mutual funds (cost: $1,272,114)       $1,272,114
                                                  ---------

                                            Interest        Maturity        Principal       Market
                                             Rate            Date           Amount          Value
                                             ----            ----           ------          -----
<S>                                          <C>             <C>            <C>         <C>

Short-term Notes (9.0%)
 General Electric Capital Corporation        5.800           1/16/96        1,000,000   $    990,095
 Associates Corporation of North America     5.700           1/26/96        1,000,000       990,500
 Ford Motor Credit Corporation               5.620           1/30/96          600,000       594,380
 American General Finance Corp.              5.660           2/23/96          600,000       594,552

     Total short-term notes (cost: $3,169,527)                                            3,169,527
                                                                                          ---------

Total Investments (cost: $30,654,061)                                                   $35,357,455
                                                                                        ===========

<FN>

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       18
<TABLE>
<CAPTION>

                         AUL American Series Fund, Inc.
                            STATEMENT OF INVESTMENTS
                             MONEY MARKET PORTFOLIO
                               December 31, 1995

                                                                Interest         Maturity        Principal          Market
Description                                                       Rate             Date            Amount           Value
- -----------                                                       ----             ----            ------           -----
<S>                                                              <C>             <C>          <C>              <C>

Short-term Notes (55.0%)
 U.S. Government & Agency Obligations (55.0%)
  Federal Home Loan Bank Notes                                   5.570%          1/10/96      $   3,500,000    $   3,494,043
  Federal Home Loan Bank Notes                                   5.550%          1/25/96          2,000,000        1,991,984
  Federal Home Loan Bank Notes                                   5.540%          2/01/96          6,000,000        5,969,530
  Federal Home Loan Bank Notes*                                  5.400%          2/12/96          1,600,000        1,589,440
                                                                                                                   ---------
     Total short-term notes (cost: $13,044,997)                                                                   13,044,997
                                                                                                                  ----------

Corporate Obligations (41.6%)
 Automotive (4.2%)
  Ford Motor Credit Corpor                                       5.760%          1/05/96          1,000,000        1,000,000

 Electrical Equipment (8.4%)
  General Electric Company                                       5.690%          1/05/96          1,000,000        1,000,000
  General Electric Capital Corporation                           5.706%          1/12/96          1,000,000        1,000,000

 Financial (16.4%)
  American General Finance Corporation                           5.690%          1/08/96            900,000          900,000
  General Electric Capital Services Corporation                  5.760%          1/11/96          1,000,000        1,000,000
  Prudential Funding Corporation                                 5.750%          1/12/96          1,000,000        1,000,000
  Norwest Financial Corporation                                  5.750%          1/19/96          1,000,000        1,000,000

 Machinery (4.2%)
  John Deere Capital Corporation                                 5.760%          1/11/96          1,000,000        1,000,000

 Oil and Gas (4.2%)
  Chevron Oil Finance Company                                    5.760%          1/25/96          1,000,000        1,000,000

 Real Estate and Leasing (4.2%)
  Associates Corporation of North America                        5.750%          1/26/96          1,000,000        1,000,000
                                                                                                                   ---------
     Total corporate obligations (cost: $9,900,000)                                                                9,900,000
                                                                                                                   ---------

Certificates of Deposit (1.7%)
  Fifth Third Bank of Indiana                                    5.350%          1/05/96            400,000          400,000
                                                                                                                     -------
     Total certificates of deposit (cost: $400,000)                                                                  400,000
                                                                                                                     -------

                                                                                                     Shares
                                                                                                     ------
Money Market Mutual Funds(1.7%)
 Dreyfus U.S. Treasury Prime                                                                         392,173         392,173
                                                                                                                     -------
     Total money market mutual funds (cost: $392,173)                                                                392,173
                                                                                                                     -------
Total Investments (cost: $23,737,170)                                                                          $  23,737,170
                                                                                                              ==============

<FN>

*variable rate note
    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       19
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                                 BOND PORTFOLIO
                               December 31, 1995

                                                                Interest         Maturity        Principal          Market
Description                                                       Rate             Date           Amount            Value
- -----------                                                       ----             ----           ------            -----

<S>                                                              <C>            <C>         <C>               <C>

Notes and Bonds (97.6%)
 U.S. Government & Agency Obligations (62.1%)
  Federal Home Loan Bank Notes                                   5.040%          8/20/98    $    750,000      $     743,400
  U.S. Treasury Notes                                            8.875%          2/15/99       2,900,000          3,195,945
  Federal National Mortgage Association Notes                    6.200%          7/17/00       1,300,000          1,309,542
  U.S. Treasury Notes                                            8.000%          5/15/01       3,350,000          3,750,560
  U.S. Treasury Notes                                            7.500%          5/15/02         650,000            720,791
  U.S. Treasury Strips                                            ---            2/15/07       1,300,000            686,894
  Federal National Mortgage Association CMO                      6.500%          5/25/08         800,000            805,296
  Federal National Mortgage Association CMO                      7.500%         12/25/09         600,000            632,460
  U.S. Treasury Bonds                                            8.750%          5/15/17       2,750,000          3,635,803
                                                                                                                  ---------
                                                                                                                 15,480,691

 Corporate Obligations (35.5%)
  Associates Corporation of North America Notes                  8.750%          4/04/96         550,000            554,180
  General Motors Acceptance Corporation Notes                    7.700%          1/24/97       1,000,000          1,022,500
  Allstate Corporation Notes                                     5.875%          6/15/98         625,000            626,562
  El Paso Natural Gas Company Notes                              7.750%          1/15/02         200,000            217,250
  Western National Corp. Notes                                   7.125%          2/15/04         800,000            822,000
  Eli Lilly & Company Notes                                      8.375%         12/01/06         850,000          1,007,250
  Prudential-Bache Trust CMO 12D                                 5.350%         10/20/09       1,700,000          1,683,034
  American Southwest Financial Corporation CMO                   8.900%          3/01/18         200,073            211,972
  Merrill Lynch CMO Trust XXXVIID                                8.150%         11/01/18         720,000            763,207
  Fleet Mortgage Securities, Inc. CMO                            7.950%          6/01/19         750,000            779,850
  Hydro-Quebec Debenture Bonds                                   8.050%          7/07/24         400,000            457,500
  Sun, Inc., Debenture Bonds                                     9.000%         11/01/24         600,000            728,250
                                                                                                                    -------
     Total notes and bonds (cost: $22,689,169)                                                                   24,354,246
                                                                                                                 ----------

                                                                                                 Shares
                                                                                                 ------
Money Market Mutual Funds (2.4%)
 Dreyfus U.S. Treasury Prime                                                                     554,367            554,367
 Merrill Lynch Institutional Fund                                                                 53,003             53,003
                                                                                                                     ------
     Total mutual funds (cost: $607,370)                                                                            607,370
                                                                                                                    -------
Total Investments (cost: $23,296,539)                                                                         $  24,961,616
                                                                                                              =============

<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>


<PAGE>
                                       20


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                               MANAGED PORTFOLIO
                               December 31, 1995

                                                     Market
Description                             Shares       Value
- -----------                             ------       -----

Common Stock (54.5%)
 Banks & Financial (4.7%)
  American Express Co.                  10,700   $  442,713
  Banc One Corp.                        13,900      348,750
  Ohio Casualty Corp.                    9,000      145,550
  Salomon, Inc.                          4,100      524,725
                                                    -------
                                                  1,461,738
                                                  ---------
 Broadcasting & Publishing (6.5%)
  Chris-Craft Industries, Inc.*          9,794      423,590
  Deluxe Corp.                          12,200      353,800
  Gibson Greetings, Inc.                22,900      366,400
  Harland (John H.) Co.                 11,200      233,800
  Meredith Corp.                         7,000      293,125
  Moore Corp., Ltd.                     15,200      283,100
                                                    -------
                                                  1,953,815
                                                  ---------
 Chemicals (1.0%)
  Carlisle Companies, Inc.               3,100      125,163
  Quaker Chemical Corp.                 14,000      189,000
                                                    -------
                                                    314,163
                                                    -------
 Electrical Equipment &
 Electronics (3.6%)
  Baldor Electric Co.                   14,850      298,856
  Dynatech Corp.*                       33,500      569,500
  General Electric Co.                   3,200      230,400
                                                    -------
                                                  1,098,756
                                                  ---------
 Entertainment & Leisure (2.7%)
  CPI Corp.                             26,000      416,000
  Fleetwood Enterprises                 13,400      345,050
  Huffy Corp.                            6,100       61,763
                                                    -------
                                                    822,813
                                                    -------
 Furniture and Apparel (7.7%)
  Blair Corp.                            2,800       88,200
  Hillenbrand Industries, Inc.          12,100      409,887
  Kellwood Co.                          14,600      297,475
  La Z Boy Chair Co.                    11,500      355,063
  Liz Claiborne, Inc.                   20,700      574,425
  Oshkosh BGosh, Inc.                   17,300      302,750
    Class A
  Reebok International                  11,300      319,225
                                                    -------
                                                  2,347,025
                                                  ---------
 Health Care (3.2%)
  Acuson Corp.                          14,800      183,150
  Community Psychiatric                  6,900       84,525
    Centers, Inc.
  Guidant Corp.                          3,050      128,863
  Lilly (Eli) & Co.                      3,452      194,175
  Merck & Co.                            5,900      387,925
                                                    -------
                                                    978,638
                                                    -------
 Information Processing &
 Telecommunications (5.9%)
  Apple Computer, Inc.                  11,100      353,812
  Cray Research, Inc.*                   3,000       74,250
  Hunt Manufacturing Co.                 4,700       81,663
  International Business                 3,900      357,825
    Machines Corp.
  Software Publishing Corp.*            11,500       38,094
  Sun Microsystems, Inc.*               15,800      720,875
 Telxon Corp.                            7,900      178,737
                                                    -------
                                                  1,805,256
                                                  ---------
Machinery (1.6%)
 Lawson Products, Inc.                  11,600      284,200
 Precision Castparts Corp.               5,100      202,725
                                                    -------
                                                    486,925
                                                    -------
Merchandising (3.4%)
 Longs Drug Stores Corp.                10,100      483,538
 Mac Frugals Bargains                   19,700      275,800
   Close-outs, Inc.
 Mercantile Stores Co.                   5,900      272,875
                                                    -------
                                                  1,032,213
                                                  ---------
Metals & Mining (1.5%)
 Aluminum Company of                     4,700      248,512
   America
 Oregon Steel Mills, Inc.               14,500      203,000
                                                    -------
                                                    451,512
                                                    -------
Oil & Oil Services (2.1%)
 Royal Dutch Petroleum Co.               1,900      268,137
 Valero Energy Crop                     15,800      387,100
                                                    -------
                                                    655,237
                                                    -------
Paper Products & Containers (1.2%)
 Sealright, Inc.                        19,600      218,050
 Zero Corp.                              8,800      156,200
                                                    -------
                                                    374,250
                                                    -------
Transportation (2.0%)
 Alexander & Baldwin, Inc.              15,400      354,200
 Norfolk Southern Corp.                  3,100      246,063
                                                    -------
                                                    600,263
                                                    -------

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.

<PAGE>
                                       21
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                         MANAGED PORTFOLIO (continued)
                               December 31, 1995

                                                     Market
Description                             Shares       Value
- -----------                             ------       -----

Common Stock (54.5%), continued
 Miscellaneous (7.4%)
  Boeing Co.                             4,600   $  360,525
  Cross (A.T.) Co. Class A              12,300      186,037
  Fort Motor Co.                        12,500      362,500
  Groundwater Technology, Inc.*         23,100      323,400
  Kelly Services, Inc.                  14,800      410,700
  Michael Foods, Inc.                   24,700      287,138
  Seagram Company, Ltd.                  2,200       76,175
  Stanhome, Inc.                         9,100      265,037
                                                    -------
                                                  2,271,512
                                                  ---------
    Total common stock (cost: $14,406,565)       16,654,116
                                                 ----------

Money Market Mutual Funds (4.9%)
 Dreyfus U.S. Treasury Prime           917,445      917,445
 Merrill Lynch Institutional Fund      571,627      571,627

  Total money market mutual funds
   (cost: $1,489,072)                            $1,489,072
                                                  ---------

                                                                Interest         Maturity        Principal          Market
                                                                  Rate             Date           Amount            Value
                                                                  ----             ----           ------            -----
<S>                                                              <C>             <C>          <C>            <C>

Notes and Bonds (40.6%)
 U.S. Government and Agency Obligations (30.0%)
  Federal Home Loan Bank Notes                                   8.250%           9/25/96     $   500,000    $     510,070
  Federal Home Loan Bank Notes                                   5.040%           8/20/98         250,000          247,800
  U.S. Treasury Notes                                            8.875%           2/15/99       2,300,000       2,534,715
  Federal Home Loan Banks Bonds                                  8.600%           6/25/99         500,000         547,650
  Federal National Mortgage Association Bonds                    8.350%          11/10/99         500,000         548,475
  Federal National Mortgage Association Bonds                    6.200%           7/17/00         400,000         402,936
  U.S. Treasury Notes                                            8.000%           2/15/01       1,425,000       1,595,387
  U.S. Treasury Strips                                            ---             2/15/07         700,000         369,866
  Federal National Mortgage Association CMO                      6.500%           5/25/08         500,000         503,310
  U.S. Treasury Bonds                                            8.750%           5/15/17       1,450,000       1,917,060
                                                                                                                ---------
                                                                                                                9,177,269
 Corporate Obligations (10.6%)
  Associates Corporation of North America                        8.750%            4/04/96        125,000         125,950
  General Motors Acceptance Corporation Notes                    7.700%            1/24/97        800,000         818,000
  Allstate Corporation Notes                                     5.875%            6/15/98        250,000         250,625
  El Paso Natural Gas Company Notes                              7.750%            1/15/02        100,000         108,625
  Western National Corp. Notes                                   7.125%            2/15/04        600,000         616,500
  Eli Lilly & Company Notes                                      8.375%           12/01/06        450,000         533,250
  Hydro-Quebec Debenture Bonds                                   8.050%            7/07/24        250,000         285,937
  Sun, Inc. Debenture Bonds                                      9.000%           11/1/24         400,000         485,500
                                                                                                                  -------
     Total notes and bonds (cost: $11,566,439)                                                                 12,401,656
                                                                                                               ----------

               Total Investments (cost: $27,462,076)                                                         $ 30,544,844
                                                                                                             ============
<FN>


*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

<PAGE>
                                       22


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                            TACTICAL ASSET PORTFOLIO
                               December 31, 1995

                                              Market
Description                        Shares     Value
- -----------                        ------     -----

Common Stock (47.3%)
 Automotive & Truck (4.9%)
  Chrysler Corp.                     100   $  5,538
  Ford Motor Co.                     700     20,300
  PACCAR, Inc.                       400     16,850
  TBC Corp.                        1,500     12,937
                                             ------
                                             55,625
                                             ------
 Bank & Financial (10.0%)
  AFLAC, Inc.                        400     17,350
  AMBAC, Inc.                        400     18,750
  Federal Home Loan
    Mortgage Corp.                   200     16,700
  Federal National Mortgage
    Association                      100     12,413
  Integon Corp.                    1,000     20,625
  John Alden Financial Corp.         200      4,175
  Lehman Brothers Holding, Inc.      500     10,625
  PMI Group, Inc.                    300     13,575
                                             ------
                                            114,213
                                            -------
 Chemicals (3.7%)
  Dow Chemical Co.                   200     14,075
  Eastman Chemical Co.               300     18,787
  Georgia Gulf Corp.                 300      9,225
                                              -----
                                             42,087
                                             ------
 Entertainment & Leisure (1.8%)
  Fleetwood Enterprises, Inc.        800     20,600
                                             ------
                                             20,600
                                             ------
 Furniture and Apparel (1.4%)
  VF Corp.                           300     15,825
                                             ------
                                             15,825
                                             ------
 Health Care (3.5%)
  Humana, Inc.                       800     21,900
  U.S. Healthcare, Inc.              400     18,600
                                             ------
                                             40,500
                                             ------
 Information Processing &
 Telecommunications (4.1%)
  American Power                   1,000      9,500
  EMC Corp.                          800     12,300
  Seagate Technology, Inc.           200      9,500
  Sprint Corp.                       400     15,950
                                             ------
                                             47,250
                                             ------
 Merchandising (4.0%)
  May Department Store, Inc.         400     16,900
  TJX Companies, Inc.              1,000     18,875
  Value City Department Store      1,500     10,125
                                             ------
                                             45,900
                                             ------
 Metals & Mining (0.9%)
  Birmingham Steel Corp.             700     10,413
                                             ------
                                             10,413
                                             ------
 Oil & Oil Services (3.6%)
  Ashland, Inc.                      400     14,050
  Southwestern Energy, Inc.        1,000     12,750



  Valero Energy Corp.                600     14,700
                                             ------
                                             41,500
                                             ------
 Paper & Containers (3.3%)
  International Paper Co.            600     22,725
  Louisiana-Pacific Corp.            600     14,550
                                             ------
                                             37,275
                                             ------
 Transportation (0.8%)
  Arnold Industries, Inc.            500      8,687
                                              -----
                                              8,687
                                              -----
 Miscellaneous (5.3%)
  Philip Morris Cos., Inc.           200     18,100
  Teleflex, Inc.                     300     12,300
  UST, Inc.                          900     30,038
                                             ------
                                             60,438
                                             ------

*does not pay cash dividends
    The accompanying notes are an integral part of the financial statements.
<PAGE>
                                       23
<TABLE>
<CAPTION>


                         AUL American Series Fund, Inc.
                            SCHEDULE OF INVESTMENTS
                      TACTICAL ASSET PORTFOLIO (CONTINUED)
                               December 31, 1995


                                                           Market
Description                                   Shares       Value
- -----------                                   ------       -----
     Total common stock (cost: $505,590)               $   540,313
                                                           -------


 Money Market Mutual Funds (8.6%)
  Dreyfus U.S. Treasury Prime                 98,118        98,118
                                                            ------
     Total mutual funds (cost: $98,118)                     98,118
                                                            ------

                                                                Interest         Maturity        Principal          Market
                                                                  Rate             Date           Amount            Value
                                                                  ----             ----           ------            -----
<S>                                                             <C>             <C>              <C>           <C>

 Notes and Bonds (44.1%)
  U.S. Treasury Note                                            6.125%           7/31/96         100,000       $   100,498
  U.S. Treasury Note                                            5.500%           7/31/97         100,000           100,504
  U.S. Treasury Note                                            5.250%           7/31/98         100,000           100,043
  U.S. Treasury Note                                            6.000%          10/15/99         100,000           102,362
  U.S. Treasury Note                                            5.500%           4/15/00         100,000           100,799
                                                                                                                   -------

     Total notes and bonds (cost: $494,550)                                                                        504,206
                                                                                                                   -------

Total Investments (cost: $1,098,258)                                                                           $ 1,142,637
                                                                                                               ===========

<FN>

    The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

<PAGE>
                                       24


                      (This page is intentionally blank.)
<PAGE>
                                       25


                         NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The AUL American  Series Fund, Inc.  (Fund) was  incorporated  under the laws of
Maryland on July 26, 1989, and is registered under the Investment Company Act of
1940, as amended, as an open-end,  diversified management investment company. As
a series type of mutual fund, the Fund issues shares of common stock relating to
separate investment portfolios consisting of the Equity Portfolio,  Money Market
Portfolio,  Bond Portfolio,  Managed  Portfolio,  and Tactical Asset  Allocation
Portfolio (Tactical Asset).  Currently,  the Fund offers shares only to separate
accounts  of  American  United  Life  Insurance  Company  (AUL)  to  serve as an
underlying investment vehicle for variable annuity contracts. The Fund commenced
operations on April 10, 1990.

INVESTMENTS

Securities traded on a national securities exchange are valued at the last trade
price.  Listed  securities  for which no sale was reported on the valuation date
are valued at the latest bid  price.  Short-term  notes are valued at  amortized
cost  which  approximates  market  value.  Fixed  income  securities  for  which
representative  market quotes are readily available are valued at the latest bid
price as quoted  by one or more  dealers  who make a market in such  securities.
U.S. Government  obligations are valued at the latest bid price;  however,  such
obligations  maturing  in 60 days or less are  valued at  amortized  cost  which
approximates  market value.

The Money Market  Portfolio  securities are valued at amortized  cost. The Funds
use of the amortized cost method is  conditioned on its compliance  with certain
provisions of Rule 2a-7 of the  Investment  Company Act of 1940.  The Investment
Manager reviews this method of valuation to ensure that the portfolio securities
are reflected at their fair value.

Security  transactions are recorded on the trade date. Realized gains and losses
are determined on specific identification basis

INCOME AND EXPENSE 

Dividend  income is recorded on the  ex-dividend  date,  and interest  income is
accrued daily. Portfolio expenses are recorded on an accrual basis.

DEFERRED ORGANIZATION COSTS 

Expenses  incurred by the Fund in  connection  with its  organization  have been
capitalized and are amortized over five years on a straight-line basis.

TAXES 

The fund qualifies as a regulated  investment company under the Internal Revenue
Code; thus, no tax provision is required.  The Funds policy is to distribute all
income to shareholders.

DIVIDEND  AND CAPITAL  GAIN  DISTRIBUTIONS  

For the  Money  Market  Portfolio,  dividends  from net  investment  income  are
declared and paid daily. For all other portfolios, dividends from net investment
income are declared and paid quarterly. Distributions from net realized gains on
investments are declared and paid at least annually for all portfolios.

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  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.

2.  TRANSACTIONS WITH AUL

AUL invested  $23,000,000 to established  the Fund.  AULs investment in the Fund
is:

               Equity Portfolio        $   3,091,634
               Bond Portfolio              5,792,572
               Managed Portfolio           1,507,985
               Tactical Asset Portfolio      500,000
                                           ---------
                                       $  10,892,191
                                       =============

The Fund has an investment  advisory agreement with AUL to act as its investment
advisor.  For its services,  AUL receives a fee at an annual rate of .50% of the
Portfolios  average  daily net  assets.  AUL has also agreed that its fee may be
reduced if the aggregate ordinary operating expenses of the Portfolios exceed 1%
of the  average  daily net assets  during the year.  To the extent  that AUL has
reduced its advisory fees to prevent the Portfolios aggregate ordinary operating
expenses  from  exceeding 1%, it may increase its advisory fee during any of the
next succeeding 5 years, provided that the aggregate ordinary operating expenses
in any given year do not exceed 1% of the average daily net assets in that year.
The total  amount of any  increase  in AULs fees will not  exceed  the prior fee
reduction.  
<PAGE>
                                       26
<TABLE>
<CAPTION>


                    NOTES TO FINANCIAL STATEMENTS (continued)

2.  TRANSACTIONS WITH AUL,continued:

AUL may terminate  the policy of reducing its fee and/or  assuming Fund expenses
upon 30 days prior written notice to the Fund, and in any event, the policy will
automatically terminate if the Investment Advisory Agreement is terminated.  The
investment  advisory fees incurred  during the year ended December 31, 1995, and
1994, were $502,811 and $319,962, respectively.

Certain directors of the Fund are officers of AUL.

3.  AGREEMENTS WITH BANKS

The Fund has  agreements  with The Provident Bank (Bank) whereby the Bank serves
as custodian of the securities and other assets of the Fund, and as bookkeeping,
transfer and disbursing agent for the Fund.

4.  INVESTMENT TRANSACTIONS

Purchases and sales of investment  securities  (excluding  short-term securities
and money market mutual funds) during the year ended December 31, 1995, were:

                                               Portfolio
                                               ---------
                                                                        Tactical
                          Equity   Money Market   Bond      Managed      Asset      
                          ------   ------------   ----      -------     -------

Common Stock:
 Purchases             $11,744,350  $    ---    $   ---    $6,180,678   $537,970
 Proceeds from sales     2,316,251       ---        ---     2,109,943     37,730
Corporate Bonds:
 Purchases                  ---          ---     1,717,960  1,188,454      ---
 Proceeds from sales        ---          ---       834,125     47,411      ---
Government Bonds:
 Purchases                  ---          ---    13,111,649  3,909,608    494,063
 Proceeds from sales        ---          ---    11,449,933  6,957,773      ---


5.  AUTHORIZED CAPITAL SHARES

The Fund has  125,000,000  authorized  shares of $.001 par value capital  stock,
which includes 10,000,000 unallocated shares. The remaining shares are allocated
to each of the Funds portfolios as follows:

                    Equity Portfolio                10,000,000
                    Money Market Portfolio          50,000,000
                    Bond Portfolio                  10,000,000
                    Managed Portfolio               20,000,000
                    Tactical Asset                  25,000,000
                                                    ----------
                                                   115,000,000
                                                   -----------

6.  NET ASSETS

                                                                         Portfolio
                                                                         ---------

                                    Equity       Money Market        Bond          Managed      Tactical Asset
                                    ------       ------------        ----          -------      --------------
<S>                             <C>             <C>             <C>             <C>             <C>  

Proceeds from shares sold
 and reinvested distributions   $ 39,352,977    $ 79,854,859    $ 34,405,561    $ 38,808,962    $ 1,106,057
Cost of shares redeemed           (8,759,475)    (55,564,853)    (10,653,352)    (11,054,156)       (10,736)
Undistributed net investment
 income                                2,629          ---             11,879           7,028           (244)
Undistributed net realized
 gain (loss)                           ---            ---                             ---             ---
Unrealized gain (loss)             4,703,394          ---          1,665,077       3,082,768         44,379
                                   ---------       ---------       ---------       ---------         ------
                                                                                                           
                                $ 35,299,525    $ 24,290,006    $ 25,429,165    $ 30,844,602    $ 1,139,456
                                ============    ============    ============    ============    ===========
</TABLE>


<PAGE>
                                       27
<TABLE>
<CAPTION>


                   NOTES TO FINANCIAL STATEMENTS (continued)

7.  SELECTED PER SHARE DATA AND RATIOS

The per share amounts are based on shares outstanding throughout the years.
     
                                                                      Equity Portfolio
                                                                      ----------------
                                          1995              1994            1993            1992            1991
                                          ----              ----            ----            ----            ----
<S>                                  <C>               <C>               <C>             <C>             <C> 

Investment Income ............       $       0.37      $       0.33      $     0.28      $     0.32      $     0.40
Expense ......................               0.09              0.09            0.10            0.09            0.09
                                     ------------      ------------      ----------      ----------      ----------
Net investment income ........               0.28              0.24            0.18            0.23            0.31

Net gain (loss) on investments               2.12              0.26            1.58            0.92            2.23

Shareholder distributions:
 Net investment income .......              (0.27)            (0.24)          (0.18)          (0.23)          (0.31)
 Realized gain ...............              (0.19)            (0.67)          (0.39)          (0.32)          (0.92)
                                     ------------      ------------      ----------      ----------      ----------

Net increase (decrease) ......               1.94             (0.41)           1.19            0.60            1.31
Net asset value at
 beginning of year ...........              12.27             12.68           11.49           10.89            9.58
                                     ------------      ------------      ----------      ----------      ----------
Net asset value at end of year       $      14.21      $      12.27      $    12.68      $    11.49      $    10.89
                                     ============      ============      ==========      ==========      ==========



Ratio to average net assets:
 Expense .....................               0.70%             0.73%           0.82%           0.84%           0.80%
 Net investment income .......               2.08%             1.85%           1.46%           2.04%           2.75%

Total return .................              19.45%             2.64%          14.80%          10.03%          25.58%

Portfolio turnover rate ......                 10%               20%             10%             15%             43%

Shares outstanding ...........          2,483,962         1,675,654         904,136         606,686         379,027
                                      
</TABLE>

<PAGE>
                                       28
<TABLE>
<CAPTION>

                   NOTES TO FINANCIAL STATEMENTS (continued)

7.  SELECTED PER SHARE DATA AND RATIOS, continued


                                                                       Money Market Portfolio
                                                                       ----------------------
                                           1995               1994              1993              1992              1991
                                           ----               ----              ----              ----              ----

<S>                                  <C>                <C>                 <C>              <C>               <C>

Investment Income ............       $        0.06      $        0.05       $      0.03      $       0.04      $       0.06
Expense ......................                0.01               0.01              0.01              0.01              0.01
                                     -------------      -------------       -----------      ------------      ------------
Net investment income ........                0.05               0.04              0.02              0.03              0.05

Net gain (loss) on investments                ---                ---               ---               ---               ---

Shareholder distributions:
 Net investment income .......               (0.05)             (0.04)            (0.02)            (0.03)            (0.05)
 Realized gain                                ---                ---               ---               ---               ---
                                     -------------      -------------      ------------      ------------      ------------

Net increase                                  ---                ---               ---               ---               ---
Net asset value at
 beginning of year ...........                1.00               1.00              1.00              1.00              1.00
                                     -------------      -------------      ------------      ------------      ------------
Net asset value at end of year       $        1.00      $        1.00      $       1.00      $       1.00      $       1.00
                                     =============      =============      ============      ============      ============



Ratio to average net assets:
 Expense .....................                0.73%              0.75%             0.84%             0.85%             0.85%
 Net investment income .......                5.13%              3.71%             2.30%             2.98%             5.35%

Total return .................                5.09%              3.38%             2.33%             3.01%             5.53%

Portfolio turnover rate                       ---                ---               ---               ---               ---

Shares outstanding ...........          24,290,006         15,495,643         6,153,301         5,480,206         5,149,563
</TABLE>

<PAGE>
                                       29

<TABLE>
<CAPTION>

                   NOTES TO FINANCIAL STATEMENTS (continued)

7.  SELECTED PER SHARE DATA AND RATIOS, continued


                                                                          Bond Portfolio
                                                                          --------------
                                          1995              1994              1993              1992              1991
                                          ----              ----              ----              ----              ----
<S>                                  <C>               <C>               <C>               <C>               <C> 
Investment Income ............       $       0.75      $       0.72      $       0.75      $       0.79      $       0.87
Expense ......................               0.08              0.08              0.09              0.09              0.08
                                     ------------      ------------      ------------      ------------      ------------
Net investment income ........               0.67              0.64              0.66              0.70              0.79

Net gain (loss) on investments               1.07             (1.01)             0.49              0.06              0.85

Shareholder distributions:
 Net investment income .......              (0.66)            (0.64)            (0.66)            (0.70)            (0.79)
 Realized gain ...............              (0.01)             ---              (0.14)            (0.31)            (0.27)
                                     ------------      ------------      ------------      ------------      ------------

Net increase (decrease) ......               1.07             (1.01)             0.35             (0.25)             0.58
Net asset value at
 beginning of year ...........               9.99             11.00             10.65             10.90             10.32
                                     ------------      ------------      ------------      ------------      ------------
Net asset value at end of year       $      11.06      $       9.99      $      11.00      $      10.65      $      10.90
                                     ============      ============      ============      ============      ============



Ratio to average net assets:
 Expense .....................               0.70%             0.73%             0.80%             0.79%             0.71%
 Net investment income .......               6.28%             6.19%             5.95%             6.47%             7.46%

Total return .................              17.79%            (3.56%)           10.69%             7.19%            16.36%

Portfolio turnover rate ......                 55%               50%               29%               41%               61%

Shares outstanding ...........          2,298,581         2,046,361         1,338,361         1,123,783         1,078,041
</TABLE>

<PAGE>
                                       30
<TABLE>
<CAPTION>


                   NOTES TO FINANCIAL STATEMENTS (continued)

7.  SELECTED PER SHARE DATA AND RATIOS, continued


                                                                        Managed Portfolio
                                                                        -----------------
                                          1995              1994              1993            1992            1991
                                          ----              ----              ----            ----            ----
<S>                                  <C>               <C>               <C>               <C>             <C>  

Investment Income ............       $       0.54      $       0.50      $       0.49      $     0.58      $     0.71
Expense ......................               0.08              0.08              0.09            0.09            0.10
                                     ------------      ------------      ------------      ----------      ----------
Net investment income ........               0.46              0.42              0.40            0.49            0.61

Net gain (loss) on investments               1.62             (0.45)             1.07            0.41            1.06

Shareholder distributions:
 Net investment income .......              (0.46)            (0.42)            (0.40)          (0.49)          (0.61)
 Realized gain ...............              (0.20)            (0.30)            (0.24)          (0.35)          (0.31)
                                     ------------      ------------      ------------      ----------      ----------

Net increase (decrease) ......               1.42             (0.75)             0.83            0.06            0.75
Net asset value at
 beginning of year ...........              11.00             11.75             10.92           10.86           10.11
                                     ------------      ------------      ------------      ----------      ----------
Net asset value at end of year       $      12.42      $      11.00      $      11.75      $    10.92      $    10.86
                                     ============      ============      ============      ==========      ==========



Ratio to average net assets:
 Expense .....................               0.70%             0.73%             0.81%           0.82%           0.94%
 Net investment income .......               3.86%             3.63%             3.49%           4.46%           5.74%

Total return .................              19.13%            (0.92%)           12.98%           7.95%          16.73%

Portfolio turnover rate ......                 35%               34%                9%             33%             36%

Shares outstanding ...........          2,484,037         2,233,298         1,197,065         760,101         569,323
</TABLE>

<PAGE>
                                       31


                   NOTES TO FINANCIAL STATEMENTS (continued)

7.  SELECTED PER SHARE DATA AND RATIOS, continued


                                     Tactical Asset
                                     --------------
 
                                          1995
                                          ----
Investment Income                     $     0.20
Expense                                     0.04
                                      ----------
Net investment income                       0.16

Net gain (loss) on investments              0.49

Shareholder distributions:
 Net investment income                     (0.16)
 Realized gain                             (0.05)
                                      ----------

Net increase (decrease)                     0.44
Net asset value at
 beginning of year                         10.00
                                      ----------
Net asset value at end of year        $    10.44
                                      ==========



Ratio to average net assets(1):
 Expense                                    1.00%
 Net investment income                      3.70%

Total return(1)                             6.49%

Portfolio turnover rate                        4%

Shares outstanding                       109,147


(1) Ratios calculated for period July 31, 1995 through December 31, 1955 on
annualized basis
<PAGE>
                                       32
<TABLE>
<CAPTION>


                    NOTES TO FINANCIAL STATEMENTS (continued)

8.  UNREALIZED GAIN (Loss)


                                                                            Portfolio
                                                                            ---------
                                        Equity       Money Market          Bond           Managed        Tactical Asset
                                        ------       ------------          ----           -------        --------------

<S>                                  <C>             <C>            <C>               <C>               <C>  
Common Stock:
 Appreciation                        $  5,957,649    $      ---     $      ---        $  3,020,289      $   51,555
 Depreciation                          (1,254,255)          ---            ---            (772,738)        (16,832)

Notes and Bonds:
 Appreciation                               ---             ---         1,666,068           835,613           9,656
 Depreciation                               ---             ---              (991)             (396)                
                                     ------------    -----------     ------------      ------------      ----------
                                     $  4,703,394    $               $  1,665,077      $  3,082,768      $   44,379
                                     ============    ===========     ============      ============      ==========



6.  NET SHAREHOLDERS


                                                                          Portfolio
                                                                          ---------
                                         Equity     Money Market           Bond           Managed        Tactical Asset
                                         ------     ------------           ----           -------        --------------

AUL                                       309,609           ---           578,768           150,952          50,001
Dean Investments                             ---            ---             ---               ---            50,000
AUL American Unit Trust                 1,181,632      2,457,397          522,681         1,239,217            ---
AUL Group Retirement Annuity
 Separate Account II                      922,123     20,180,783        1,153,520         1,037,056            ---
AUL American Individual
 Unit Trust                                70,598      1,651,826           43,612            56,812           9,146
                                     ------------    -----------     ------------      ------------      ----------
                                        2,483,962     24,290,006        2,298,581         2,484,037          109,147
                                     ============    ===========     ============      ============      ===========
</TABLE>



<PAGE>
                                       1


                                   EXHIBIT 16


                      Computation of Performance Quotations


1.Current Yield for the Money Market Portfolio:

     As stated in the Statement of Additional Information, current yield for the
Money  Market  Portfolio  will  be  based  on  the  change  in  the  value  of a
hypothetical  investment  (exclusive of capital charges) over a particular seven
day  period  ending  December  31,  1994  [$26,268.67]  less a pro rata share of
Portfolio  expenses  [$3,534.81]  accrued  over that period (the "base  period")
[$22,733.86]  and stated as a percentage  of the  investment at the start of the
base   period   (the  "base   period   return")   [$22,733.86/24,258,074.65   or
0.0009371667].  The "base period  return" is then  annualized by  multiplying by
365/7 with the resulting yield figure carried to at least the nearest  hundredth
of one percent [.0009371667 X 365/7 = 0.04886 or 4.88%].

2.  Effective  Yield for the Money Market  Portfolio  assumes that all dividends
received during an annual period have been reinvested. Calculation of "effective
yield"  begins  with the same  "base  period  return"  [$22,733.86]  used in the
calculation of current yield in calculation 1 above, which is then annualized to
reflect weekly compounding pursuant to the following formula:

Effective Yield = [(Base Period Return + 1)**365/7] - 1
Effective Yield = [(.000937167 + 1)**365/7] -1
Effective Yield = [(1.0009371667)**365/7] -1
Effective Yield = 1.050028 - 1 = 0.050028 or 5.00%

3.Yield Calculations:

     Yield  is  based  on all  investment  income  per  share  earned  during  a
particular  30 day period  (including  dividends  and  interest),  less expenses
accrued  during  the  period  ["b"  in the  formula  below]  which  equals  "Net
Investment  Income" or "a" in the formula below] divided by the maximum offering
price per share on the last day of the 30 day period ["d" in the formula  below]
times the average daily number of shares outstanding during the period that were
entitled to receive dividends ["c"] according to the following formula:

Yield = 2[(a-b/cd +1)**6 -1] where

"a" = net investment income earned during the period attributable to shares
      owned by the Investment Account;
"b" = expenses accrued for the period (net of reimbursements);
"c" = the average daily number of shares outstanding during the period; and
"d" = the maximum offering price per share on December 31, 1995.

(a) For the Equity Investment Account:

According to the formula stated above, where:

"a" = $55,163.79; "b" = $19,568.81; "c" = 2,445,759.523; and "d" = $14.2109

Yield = 2[(35,594.98/34,756,444.01 + 1)**6 -1]
Yield = 2[(1.00102412606)**6 -1]
Yield = 2[..00616051036] = 0.012321 or 1.23%

(b) For the Bond Portfolio:

According to the formula stated in 3(a)above, where:

"a" = $130,854.19; "b" = $14,076.48; "c" = 2,303,240.657; and "d" = $11.0594

Yield = 2[(116,777.71/25,472,459.72 +1)**6 -1]
Yield = 2[(1.00458446932)**6 -1]
Yield = 2[.0.2782400999] = 0.55648 or 5.56%
<PAGE>
                                        2


(c) For the Managed Portfolio:

According to the formula stated in 3(a) above, where:

"a" = $88,698.74; "b" = $16,845.67; "c" = 2,420,691.300; and "d" = $12.4154

Yield = 2[(71,853.07/30,053,850.77 + 1)**6 -1]
Yield = 2[(1.00239081077)**6 -1]
Yield = 2[0.01443087805] = 0.28862 or 2.89%


(c) For the Tactical Asset Allocation Portfolio:

According to the formula stated in 3(a) above, where:

"a" = $4,986.98; "b" = $240.79; "c" = 105,911.312; and "d" = $10.4425

Yield = 2[(4746.19/1,105,978.87 + 1)**6 -1]
Yield = 2[(1.00429139302)**6 -1]
Yield = 2[0.02602618461] = 0.052052 or 5.21%


4.     Quotations  of  average  annual  total  return  for a  Portfolio  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment  in the  Portfolio  for periods of one,  five,  and ten
years, or since the Fund's  inception,  if less. The average annual total return
for a Portfolio  will be calculated  pursuant to the following  formula:  P (1 +
T)**n = ERV (where P = a hypothetical  initial payment of $1,000,  T = the total
return,  n = the  number of years,  and ERV = the ending  redeemable  value of a
hypothetical  $1,000  payment  made at the  beginning  of the period.) All total
return  figures  reflect the  deduction  of a  proportional  share of  Portfolio
expenses on an annual basis, and assume that all dividends and distributions are
reinvested when paid.

             FOR THE PERIOD APRIL 10, 1990 THROUGH DECEMBER 31, 1995

(a)   For the Equity Portfolio, according to the formula expressed above, where:

P = $1,000; ERV = $1,926; and n = 5.7250
ERV = $1,000 (1 + T)**5.7250
T = 0.1213 or 12.13%

(b)For the Bond Portfolio, according to the formula expressed above, where:

P = $1,000; ERV = $1,711; and n = 5.7250
ERV = $1,000 (1 + T)**5.7250
T = 0.0984 or 9.84%

(c)For the Money Market  Portfolio,  according to the formula  expressed  above,
where:

P = $1,000; ERV = $1,273; and n = 5.7250
ERV = $1,000 (1 + T)**5.7250
T = 0.0431 or 4.31%

(d)For the Managed Portfolio, according to the formula expressed above, where:

P = $1,000; ERV = $1,784; and n = 5.7250
ERV = $1,000 (1 + T)**5.7250
T = 0.1064 or 10.64%
<PAGE>
                                        3


(e)For the Tactical Asset Allocation Portfolio, the data is not available due to
the fund's inception date occuring after the beginning of the time period under
consideration.

                      FOR THE YEAR ENDING DECEMBER 31, 1995

(a)   For the Equity Portfolio, according to the formula expressed above, where:

P = $1,000; ERV = $1,195; and n = 1
ERV = $1,000 (1 + T)**1
T = 0.1945 or 19.45%

(b)   For the Bond Portfolio, according to the formula expressed above, where:

P = $1,000; ERV = $1,178 and n = 1
ERV = $1,000 (1 + T)**1
T = 0.1779 or 17.79%

(c)   For the Money Market Portfolio, according to the formula expressed above,
where:

P = $1,000; ERV = $1,051; and n = 1
ERV = $1,000 (1 + T)**1
T = 0.0509 or 5.09%

(d)For the Managed Portfolio, according to the formula expressed above, where:

P = $1,000; ERV = $1,191; and n = 1
ERV = $1,000 (1 + T)**1
T = 0.1913 or 19.13%

(e)For the Tactical Asset Allocation Portfolio, the data is not available due to
the fund's inception date occuring after the beginning of the time period under
consideration.


<TABLE> <S> <C>

<ARTICLE>6
<CIK> 0000853618
<NAME> AUL AMERICAN SERIES FUND
<SERIES>
   <NUMBER> 01
   <NAME> EQUITY PORTFOLIO
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       30,654,061
<INVESTMENTS-AT-VALUE>                      35,357,455
<RECEIVABLES>                                   62,541
<ASSETS-OTHER>                                     106
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              35,420,102
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      120,577
<TOTAL-LIABILITIES>                            120,577
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        2,483,962
<SHARES-COMMON-PRIOR>                        1,675,654
<ACCUMULATED-NII-CURRENT>                        2,629
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,703,394
<NET-ASSETS>                                35,299,525
<DIVIDEND-INCOME>                              517,791
<INTEREST-INCOME>                              286,073
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 201,941
<NET-INVESTMENT-INCOME>                        601,923
<REALIZED-GAINS-CURRENT>                       398,786
<APPREC-INCREASE-CURRENT>                    4,083,680
<NET-CHANGE-FROM-OPS>                        5,084,389
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      599,497
<DISTRIBUTIONS-OF-GAINS>                       398,786
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,118,147
<NUMBER-OF-SHARES-REDEEMED>                    372,202
<SHARES-REINVESTED>                             62,363
<NET-CHANGE-IN-ASSETS>                      14,736,303
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          144,456
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                201,941
<AVERAGE-NET-ASSETS>                        28,932,638
<PER-SHARE-NAV-BEGIN>                            12.27
<PER-SHARE-NII>                                    .28
<PER-SHARE-GAIN-APPREC>                           2.12
<PER-SHARE-DIVIDEND>                               .27
<PER-SHARE-DISTRIBUTIONS>                          .19
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.21
<EXPENSE-RATIO>                                   .007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000853618
<NAME> AUL AMERICAN SERIES FUND
<SERIES>
   <NUMBER> 3
   <NAME> BOND PORTFOLIO
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       23,296,539
<INVESTMENTS-AT-VALUE>                      24,961,616
<RECEIVABLES>                                  585,284
<ASSETS-OTHER>                                     106
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              25,547,006
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      117,841
<TOTAL-LIABILITIES>                            117,841
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        2,298,581
<SHARES-COMMON-PRIOR>                        2,046,361
<ACCUMULATED-NII-CURRENT>                       11,879
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,665,077
<NET-ASSETS>                                25,429,165
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            1,645,503
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 165,758
<NET-INVESTMENT-INCOME>                      1,479,745
<REALIZED-GAINS-CURRENT>                       263,778
<APPREC-INCREASE-CURRENT>                    2,110,855
<NET-CHANGE-FROM-OPS>                        3,854,378
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,471,732
<DISTRIBUTIONS-OF-GAINS>                        19,580
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        952,961
<NUMBER-OF-SHARES-REDEEMED>                    788,087
<SHARES-REINVESTED>                             87,346
<NET-CHANGE-IN-ASSETS>                       4,976,450
<ACCUMULATED-NII-PRIOR>                          3,866
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          117,761
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                165,758
<AVERAGE-NET-ASSETS>                        23,563,629
<PER-SHARE-NAV-BEGIN>                             9.99
<PER-SHARE-NII>                                    .67
<PER-SHARE-GAIN-APPREC>                           1.07
<PER-SHARE-DIVIDEND>                               .66
<PER-SHARE-DISTRIBUTIONS>                          .01
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.06
<EXPENSE-RATIO>                                   .007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000853618
<NAME> AUL AMERICAN SERIES FUND
<SERIES>
   <NUMBER> 2
   <NAME> MONEY MARKET PORTFOLIO
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       23,737,170
<INVESTMENTS-AT-VALUE>                      23,737,170
<RECEIVABLES>                                  568,069
<ASSETS-OTHER>                                     106
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              24,305,345
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       15,339
<TOTAL-LIABILITIES>                             15,339
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       24,290,006
<SHARES-COMMON-PRIOR>                       15,495,643
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                24,290,006
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            1,126,274
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 139,792
<NET-INVESTMENT-INCOME>                        986,482
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          986,482
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      986,482
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     51,157,189
<NUMBER-OF-SHARES-REDEEMED>                 43,349,308
<SHARES-REINVESTED>                            986,482
<NET-CHANGE-IN-ASSETS>                       8,794,363
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           96,175
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                139,792
<AVERAGE-NET-ASSETS>                        19,258,288
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .05
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                               .05
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   .007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000853618
<NAME> AUL AMERICAN SERIES FUND
<SERIES>
   <NUMBER> 4
   <NAME> MANAGED PORTFOLIO
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       27,462,076
<INVESTMENTS-AT-VALUE>                      30,544,844
<RECEIVABLES>                                  365,879
<ASSETS-OTHER>                                     106
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              30,910,829
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       66,227
<TOTAL-LIABILITIES>                             66,227
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        2,484,037
<SHARES-COMMON-PRIOR>                        2,233,298
<ACCUMULATED-NII-CURRENT>                        7,028
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,082,768
<NET-ASSETS>                                30,844,602
<DIVIDEND-INCOME>                              282,964
<INTEREST-INCOME>                            1,013,999
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 199,053
<NET-INVESTMENT-INCOME>                      1,097,910
<REALIZED-GAINS-CURRENT>                       475,564
<APPREC-INCREASE-CURRENT>                    3,392,949
<NET-CHANGE-FROM-OPS>                        4,966,422
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,093,207
<DISTRIBUTIONS-OF-GAINS>                       475,564
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        798,921
<NUMBER-OF-SHARES-REDEEMED>                    661,602
<SHARES-REINVESTED>                            113,420
<NET-CHANGE-IN-ASSETS>                       6,286,424
<ACCUMULATED-NII-PRIOR>                          2,325
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          142,020
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                199,053
<AVERAGE-NET-ASSETS>                        28,420,719
<PER-SHARE-NAV-BEGIN>                            11.00
<PER-SHARE-NII>                                    .46
<PER-SHARE-GAIN-APPREC>                           1.62
<PER-SHARE-DIVIDEND>                               .46
<PER-SHARE-DISTRIBUTIONS>                          .20
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.42
<EXPENSE-RATIO>                                   .007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000853618
<NAME> AUL AMERICAN SERIES FUND
<SERIES>
   <NUMBER> 05
   <NAME> TACTICAL ASSET ALLOCATION PORTFOLIO
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        1,098,258
<INVESTMENTS-AT-VALUE>                       1,142,637
<RECEIVABLES>                                   11,511
<ASSETS-OTHER>                                   7,667
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,161,815
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       22,359
<TOTAL-LIABILITIES>                             22,359
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          109,147
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                             244
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        44,379
<NET-ASSETS>                                 1,139,456
<DIVIDEND-INCOME>                                6,239
<INTEREST-INCOME>                               14,254
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   4,354
<NET-INVESTMENT-INCOME>                         16,139
<REALIZED-GAINS-CURRENT>                         5,349
<APPREC-INCREASE-CURRENT>                       44,379
<NET-CHANGE-FROM-OPS>                           65,867
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       16,384
<DISTRIBUTIONS-OF-GAINS>                         5,349
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        110,034
<NUMBER-OF-SHARES-REDEEMED>                      1,019
<SHARES-REINVESTED>                                132
<NET-CHANGE-IN-ASSETS>                       1,139,456
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            2,399
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  4,354
<AVERAGE-NET-ASSETS>                         1,041,360
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .16
<PER-SHARE-GAIN-APPREC>                            .49
<PER-SHARE-DIVIDEND>                               .16
<PER-SHARE-DISTRIBUTIONS>                          .05
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.44
<EXPENSE-RATIO>                                    .01
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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