AMERICAN NATIONAL INVESTMENT ACCOUNTS INC
497, 1996-04-26
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<PAGE>
 
 
                       [INVESTRAC GOLD LOGO APPEARS HERE]
 
 
                                          PROSPECTUS FOR
                                          AMERICAN NATIONAL
                                          INVESTMENT ACCOUNTS, INC.
<PAGE>
 
                                   PROSPECTUS
                             DATED: APRIL 30, 199   6     
                  AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
                   ONE MOODY PLAZA . GALVESTON, TEXAS 77550
                 1 (409) 763-2767 .  TOLL FREE 1 (800) 526-8346
- --------------------------------------------------------------------------------
American National Investment Accounts, Inc. (the "Fund") is a diversified open-
end management investment company. The Fund consists of four separate
portfolios ("Portfolio" or, together with the other portfolios, "Portfolios")
each of which has its own investment objective designed to meet different
investment goals. For investment purposes, each Portfolio is, in effect, a
separate fund and a separate series of capital securities is issued for each
Portfolio.
 
The four Portfolios of the Fund and their respective investment objectives are
as follows:
 
GROWTH PORTFOLIO . . . seeks to achieve capital appreciation, normally through
the purchase of common stocks (although such Portfolio investments are not
restricted to any one type of security). Capital appreciation may also be
sought in other types of securities, including bonds and preferred stocks.
 
MANAGED PORTFOLIO . . . seeks to achieve growth of capital and/or current
income by investing in a diversified portfolio consisting of, at the Fund's
investment adviser's discretion, money market instruments, debt securities,
stock or a combination thereof. It is anticipated that over longer periods, a
larger portion of the Managed Portfolio will consist of equity securities.
 
BALANCED PORTFOLIO . . . seeks to provide conservation of principal, reasonable
current income and long-term capital appreciation by investing in a balanced
portfolio of fixed-income securities such as bonds, preferred stock and short-
term obligations combined with common stocks and securities convertible into
common stocks.
 
MONEY MARKET PORTFOLIO . . .  seeks to obtain as high a level of current income
as is consistent with preserving capital and providing liquidity. The Money
Market Portfolio will invest only in money market instruments of high quality
determined by the Fund's investment adviser pursuant to guidelines established
by the Board of Directors.
     
Various levels of risks are involved with each Portfolio and there can be no
assurance that the objectives of any Portfolio will be realized. See INVESTMENT
OBJECTIVES AND POLICIES in this Prospectus.     
 
INVESTMENTS IN THE FUND ARE AVAILABLE TO THE PUBLIC ONLY THROUGH THE PURCHASE
OF VARIABLE UNIVERSAL LIFE INSURANCE POLICIES AND VARIABLE ANNUITY CONTRACTS
FROM AMERICAN NATIONAL INSURANCE COMPANY.
 
AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR GUARANTEED
AND THERE IS NO ASSURANCE THAT THE MONEY MARKET PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
    
Information contained in this Prospectus should be read carefully by a
prospective investor before an investment is made. Additional information about
the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information dated April 30, 1996, which information is
incorporated herein by reference and is available without charge upon written
request to American National Investment Accounts, Inc., One Moody Plaza,
Galveston, Texas 77550, or by phoning Toll Free 1-800-526-8346 or 1-409-763-
2767.     
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
    
THE FUND AT A GLANCE.......................................................   2
THE ACCOUNTS AND THE CONTRACTS.............................................   2
TABLE OF FEES AND EXPENSES.................................................   2
FINANCIAL HIGHLIGHTS.......................................................   3
PERFORMANCE................................................................   5
INVESTMENT OBJECTIVES AND POLICIES.........................................   5
THE FUND AND ITS MANAGEMENT................................................   8
INVESTMENT MANAGEMENT ARRANGEMENTS AND EXPENSES............................   8
PURCHASE AND REDEMPTION OF SHARES..........................................   9
DETERMINATION OF NET ASSET VALUE...........................................   9
DIVIDENDS, DISTRIBUTIONS AND TAXES.........................................   9
GENERAL INFORMATION........................................................   9
</TABLE>     
         PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
 
    SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK. FURTHER, SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY
  THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
    OTHER AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE
                          POSSIBLE LOSS OF PRINCIPAL.
 
 LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
  BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
    COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                       1
<PAGE>
 
     
THE FUND AT A GLANCE
 
American National Investment Accounts, Inc. (the "Fund") is a diversified
open-end series management investment company incorporated under the laws of
Maryland on March 14, 1988. The Fund was established by Securities Management
and Research, Inc. ("SM&R") to provide for the investment of net premium
payments received by American National Insurance Company ("American National")
from the sale of variable universal life insurance and variable annuity
contracts and to serve as the investment medium for other variable products
issued by American National. The Fund consists of four separate portfolios:
the Growth Portfolio, the Managed Portfolio, the Balanced Portfolio, and the
Money Market Portfolio. Each Portfolio is, for investment purposes, in effect
a separate investment fund, and a separate class of capital stock is issued
for each. In other respects, the Fund is treated as one entity. Each share of
capital stock issued with respect to a Portfolio represents a pro-rata
interest in the assets of that Portfolio and has no interest in the assets of
any other Portfolio. Each Portfolio bears its own liabilities and also its
proportionate share of the general liabilities of the Fund.     
 
THE ACCOUNTS AND THE CONTRACTS
     
Shares of the Fund are currently sold only to separate accounts of American
National Insurance Company ("American National") to fund benefits under
variable universal life insurance and variable annuity contracts issued by
American National. Such separate accounts are referred to as the "Separate
Accounts", and all of such insurance policies and variable annuity contracts
are referred to as the "Contract" or "Contracts". As permitted in their
Contracts, policy owners may allocate the net premiums and the assets relating
to their Contracts among four subaccounts of the Separate Accounts or in an
account which is part of the general account of American National (hereinafter
referred to as the "Fixed Account"). Such subaccounts then invest such amounts
in the corresponding Portfolio of the Fund. The attached prospectuses for the
Contracts describe the Contracts and the relationship between changes in the
value of shares of each Portfolio and changes in the benefits payable under
the Contracts. The rights of the Separate Accounts as a shareholder of the
Fund should be distinguished from the rights of a Contract owner which are
described in the Contracts. The terms "shareholder" or "shareholders" in this
Prospectus refer to the Separate Accounts.     
 
TABLE OF FEES AND EXPENSES
     
The purpose of the following table is to assist an investor in understanding
the various costs and expenses that an investor will bear directly or
indirectly. See "INVESTMENT MANAGEMENT ARRANGEMENTS AND EXPENSES". The
"Example of Expenses" is included to provide a means for the investor to
compare expense levels of funds with different fee structures over varying
investment periods. To facilitate such comparison, all funds are required to
utilize a five percent annual return assumption. THIS ASSUMPTION IS UNRELATED
TO THE FUNDS' PRIOR PERFORMANCE AND IS NOT A PROJECTION OF FUTURE PERFORMANCE.
     
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                      GROWTH    MANAGED  BALANCED  MONEY MARKET
                                     PORTFOLIO PORTFOLIO PORTFOLIO  PORTFOLIO
<S>                                  <C>       <C>       <C>       <C>
Maximum Sales Load Imposed on
Purchases                              None      None      None        None
Maximum Sales Load Imposed on Rein-
vested Dividends                       None      None      None        None
Deferred Sales Load                    None      None      None        None
Redemption Fees                        None      None      None        None
Exchange Fees                          None      None      None        None
ANNUAL OPERATING EXPENSES (as a Percentage of
average net assets)
Management Fee without Expense
Reimbursement                           .50%      .50%      .50%        .50%
                            ---------------------------------------------------
                            ---------------------------------------------------
     
Management Fee with Expense
Reimbursement                           .06%      .18%      .03%        .16%
Service Fee                             .25%      .25%      .25%        .25%
Other Expenses                          .56%      .50%      .62%        .46%
                            ---------------------------------------------------
 
Total Operating Expenses with
Expense Reimbursement*                  .87%      .93%      .90%        .87%
</TABLE>
                            ---------------------------------------------------
                            ---------------------------------------------------
     
*The expense reimbursement represents the amount of reimbursement required for
restated expenses. Without the reimbursement, the percentage shown for Total
Operating Expenses would have been Growth Portfolio--1.32%, Managed
Portfolio--1.26%; Balanced Portfolio--1.37%, and Money Market Portfolio--
1.21%. (See "INVESTMENT MANAGEMENT ARRANGEMENTS AND EXPENSES" for more
information relating to the excess expense reimbursement and undertaking).
      
EXAMPLE OF EXPENSES
 
You would pay the following estimated expenses on a $1,000 investment assuming
(i)5% annual return and (ii)redemption at the end of each period. Because the
Portfolios have no redemption fee, you would pay the same expenses whether or
not you redeemed your investment at the end of each period.
 
<TABLE>
<CAPTION>
    
           GROWTH    MANAGED  BALANCED  MONEY MARKET
          PORTFOLIO PORTFOLIO PORTFOLIO  PORTFOLIO
<S>       <C>       <C>       <C>       <C>
1 Year      $  9       $ 9       $ 9        $ 9
3 Years       28        30        29         28
5 Years       48        51        50         48
10 Years     107       114       111        107
</TABLE>
      
 
                                       2
<PAGE>
 
                             FINANCIAL HIGHLIGHTS
               (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD.)

GROWTH PORTFOLIO
    
The table that follows has been audited by KPMG Peat Marwick LLP, independent
auditors, whose unqualified report thereon appears in the Statement of
Additional Information, which is available upon request. This information
should be read in conjunction with the related financial statements and notes
thereto included in the Statement of Additional Information.
<TABLE>
<CAPTION>
                                                                            March 1, 1991
                                                                           (date operations
                                                                           commenced) thru
                                    Year Ended December 31,                  December 31,
                                  ---------------------------------------------------------
                                   1995        1994        1993    1992          1991
     <S>                          <C>         <C>         <C>     <C>      <C>
                                  ---------------------------------------------------------
     Net Asset Value, Beginning
      of Period                   $ 1.04      $ 1.08      $ 1.07  $ 1.12        $ 1.00
     Net investment income          0.02        0.02        0.02    0.01          0.01
     Net realized and unrealized
      gain (loss) on investments
      during the period             0.27        0.05        0.06   (0.05)         0.12
                                  ---------------------------------------------------------
         TOTAL FROM INVESTMENT
          OPERATIONS                0.29        0.07        0.08   (0.04)         0.13
     Less distributions
     Distributions from net in-
      vestment income              (0.02)      (0.02)      (0.02)  (0.01)        (0.01)
     Distributions from capital
      gains                        (0.04)      (0.09)      (0.05)     --            --
                                  ---------------------------------------------------------
         TOTAL DISTRIBUTIONS       (0.06)      (0.11)      (0.07)  (0.01)        (0.01)
     Net Asset Value, end of pe-
      riod                        $ 1.27      $ 1.04      $ 1.08  $ 1.07        $ 1.12
                                  =========================================================
         TOTAL RETURN--Variable
          Universal Life           27.34%       7.10%       6.20%  (3.90)%       13.50%**
                                  ===============================================
              --Variable Annuity   26.52%
                                  ======
     RATIOS (in
      percentages)/SUPPLEMENTAL
      DATA
     Net Assets, end of period
      (000's omitted)             $4,781      $3,037      $2,748  $2,477        $2,572
     Ratio of expenses to aver-
      age net assets                0.87(/1/)   0.90(/1/)   0.91    1.38          1.50*(/1/)
     Ratio of net investment in-
      come to average net assets    1.99        2.04        1.65    1.35          1.89*
     Portfolio turnover rate       42.06       46.18       59.55   12.56         25.30
</TABLE>
 *Ratios annualized
**Returns not annualized
 
(/1/)Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement the ratio of
     expenses to average net assets would have been 1.32% and 1.13%, for the
     years ended December 31, 1995 and 1994, respectively, and 1.73%
     (annualized) for the period ended December 31, 1991.
      
MANAGED PORTFOLIO
    
The table that follows has been audited by KPMG Peat Marwick LLP, independent
auditors, whose unqualified report thereon appears in the Statement of
Additional Information, which is available upon request. This information
should be read in conjunction with the related financial statements and notes
thereto included in the Statement of Additional Information.
<TABLE>
<CAPTION>
                                                                            March 1, 1991
                                                                           (date operations
                                                                           commenced) thru
                                    Year Ended December 31,                  December 31,
     <S>                          <C>         <C>         <C>     <C>      <C>
                                  ---------------------------------------------------------
                                    1995        1994        1993    1992          1991
                                  ---------------------------------------------------------
     Net Asset Value, Beginning
      of Period                   $ 1.00      $ 1.11      $ 1.05  $ 1.10        $ 1.00
     Net investment income          0.03        0.02        0.02    0.01          0.02
     Net realized and unrealized
      gain (loss) on investments
      during the period             0.24          --        0.09   (0.05)         0.11
                                  ---------------------------------------------------------
         TOTAL FROM INVESTMENT
          OPERATIONS                0.27        0.02        0.11   (0.04)         0.13
     Less distributions
     Distributions from net in-
      vestment income              (0.03)      (0.03)      (0.02)  (0.01)        (0.02)
     Distributions from capital
      gains                        (0.03)      (0.10)      (0.03)     --         (0.01)
                                  ---------------------------------------------------------
         TOTAL DISTRIBUTIONS       (0.06)      (0.13)      (0.05)  (0.01)        (0.03)
     Net Asset Value, end of pe-
      riod                        $ 1.21      $ 1.00      $ 1.11  $ 1.05        $ 1.10
                                  =========================================================
         TOTAL RETURN--Variable
          Universal Life           27.33%       0.67%      10.00%  (3.90)%       11.20%**
                                  =========================================================
              --Variable Annuity   26.45%
                                  ======
     RATIOS (in
      percentages)/SUPPLEMENTAL
      DATA
     Net Assets, end of period
      (000's omitted)             $4,028      $2,795      $2,735  $2,406        $2,303
     Ratio of expenses to aver-
      age net assets                0.93(/1/)   0.98(/1/)   1.00    1.41          1.50*(/1/)
     Ratio of net investment in-
      come to average net assets    2.57        2.36        1.87    1.34          2.03*
     Portfolio turnover rate       30.87       26.26       46.39    6.79         46.53
</TABLE>
 
 *Ratios annualized
**Returns not annualized
 
(/1/)Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement the ratio of
     expenses to average net assets would have been 1.26% and 1.23% for the
     years ended December 31, 1995 and 1994, respectively, and 1.69%
     (annualized) for the period ended December 31, 1991.
      
                                       3
<PAGE>
 
                             FINANCIAL HIGHLIGHTS
               (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD.)
    
BALANCED PORTFOLIO
The table that follows has been audited by KPMG Peat Marwick LLP, independent
auditors, whose unqualified report thereon appears in the Statement of
Additional Information, which is available upon request. This information
should be read in conjunction with the related financial statements and notes
thereto included in the Statement of Additional Information.
 
<TABLE>
<CAPTION>
                                                                          March 1, 1991
                                                                         (date operations
                                                                         commenced) thru
                                        Year Ended December 31,          December 31,
                                  -----------------------------------------------
                                    1995        1994        1993    1992   1991
                                  -----------------------------------------------
<S>                               <C>         <C>         <C>     <C>      <C>
     Net Asset Value, Beginning
      of Period                   $ 0.99      $ 1.06      $ 1.07  $ 1.12   $ 1.00
     Net investment income          0.04        0.03        0.03    0.03     0.03
     Net realized and unrealized
      gain (loss) on investments
      during the period             0.19       (0.03)       0.02   (0.05)    0.12
                                  -----------------------------------------------
         TOTAL FROM INVESTMENT
          OPERATIONS                0.23        0.00        0.05   (0.02)    0.15
     Less distributions
     Distributions from net in-
      vestment income              (0.04)      (0.03)      (0.03)  (0.03)   (0.03)
     Distributions from capital
      gains                           --       (0.04)      (0.03)     --       --
                                  -----------------------------------------------
         TOTAL DISTRIBUTIONS       (0.04)      (0.07)      (0.06)  (0.03)   (0.03)
     Net Asset Value, end of pe-
      riod                        $ 1.18      $ 0.99      $ 1.06  $ 1.07   $ 1.12
                                  ===============================================
         TOTAL RETURN--Variable
          Universal Life           20.47%       0.26%       3.70%  (2.70)%  16.40%**
                                  ===============================================
              --Variable Annuity     N/A
                                  ======
     RATIOS (in percentages)
      /SUPPLEMENTAL DATA
     Net Assets, end of period
      (000's omitted)             $3,399      $2,660      $2,585  $2,363   $2,313
     Ratio of expenses to aver-
      age net assets                0.90(/1/)   0.96(/1/)   1.00    1.47     1.50*(/1/)
     Ratio of net investment in-
      come to average net assets    3.19        3.34        2.65    2.50     3.64*
     Portfolio turnover rate       15.97       46.14       68.58   11.72    23.48
</TABLE>
 
 *Ratios annualized
**Returns are not annualized
 
(/1/)Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement the ratio of
     expenses to average net assets would have been 1.37% and 1.25% for the
     years ended December 31, 1995 and 1994, respectively, and 1.80%
     (annualized) for the period ended December 31, 1991.
      
MONEY MARKET PORTFOLIO
    
The table that follows has been audited by KPMG Peat Marwick LLP, independent
auditors, whose unqualified report thereon appears in the Statement of
Additional Information, which is available upon request. This information
should be read in conjunction with the related financial statements and notes
thereto included in the Statement of Additional Information.
<TABLE>
<CAPTION>
                                                                         March 1, 1991
                                                                        (date operations
                                                                        commenced) thru
                                        Year Ended December 31,          December 31,
                                  --------------------------------------------------
                                   1995        1994        1993    1992       1991
     <S>                          <C>         <C>         <C>     <C>         <C>
                                  --------------------------------------------------
     Net Asset Value, Beginning
      of Period                   $ 1.00      $ 1.00      $ 1.00  $ 1.00      $ 1.00
     Net investment income          0.05        0.02        0.02    0.02        0.04
                                  --------------------------------------------------
         TOTAL FROM INVESTMENT
          OPERATIONS                0.05        0.02        0.02    0.02        0.04
     Less distributions
     Distributions from net in-
      vestment income              (0.05)      (0.02)      (0.02)  (0.02)      (0.04)
                                  --------------------------------------------------
         TOTAL DISTRIBUTIONS       (0.05)      (0.02)      (0.02)  (0.02)      (0.04)
     Net Asset Value, end of pe-
      riod                        $ 1.00      $ 1.00      $ 1.00  $ 1.00      $ 1.00
                                  ==================================================
         TOTAL RETURN--Variable
          Universal Life            4.18%       3.31%       2.12%   2.17%       3.62%**
                                  ==================================================
              --Variable Annuity    3.43%
                                  ======
     RATIOS (in percentages)
      /SUPPLEMENTAL DATA
     Net Assets, end of period
      (000's omitted)             $2,352      $2,284      $2,194  $2,133      $2,153
     Ratio of expenses to aver-
      age net assets                0.87(/1/)   0.91(/1/)   0.98    1.50(/1/)   1.50*(/1/)
     Ratio of net investment
      income to average net
      assets                        5.03        3.32        2.11    2.20        4.29*
</TABLE>
 
 *Ratios annualized
**Returns are not annualized
 
(/1/)Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement the ratio of
     expenses to average net assets would have been 1.21%, 1.14% and 1.72% for
     the years ended December 31, 1995, 1994 and 1992, respectively, and 1.81%
     (annualized) for the period ended December 31, 1991.
 
Information relative to the performance of each Portfolio is included in the
American National Investment Accounts, Inc. Annual Report to shareholders
dated December 31, 1995. A copy of the Annual Report is available without
charge upon written request to the Fund at the address indicated on the first
page of this Prospectus.
      
                                       4
<PAGE>
 
     
PERFORMANCE
 
Performance information for each Portfolio may be compared in advertisements,
sales literature, shareholder reports or other communications to the Standard
& Poor's 500 Composite Stock Price Index ("S&P 500") and to other investment
products tracked by Lipper Analytical Services, Lehman Brothers or
Morningstar. Performance is based on historical results and is not intended to
indicate future performance.
 
Total returns, yields and other performance information may be quoted
numerically or in a table, graph or similar illustration for each of the
Portfolios.
 
Total return is the change in value of an investment in a portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A
cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance. They are not the same as actual
year by year results. Average annual total returns covering periods of less
than one year assume that performance will remain constant for the rest of the
year.
 
Yield refers to the income generated by an investment in a portfolio over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income is reinvested, it is called an effective yield. Seven-day
yield illustrates the income earned by an investment in a money market
portfolio over a recent seven-day period. Since money market funds maintain a
stable $1.00 share price, current seven-day yields are the most common
illustration of money market fund performance.
 
Total returns and yields quoted for the Portfolios include each Portfolio's
expenses and charges and expenses attributable to the American National
Variable Universal Life and Variable Annuity Separate Accounts. Inclusion of
the variable universal life and variable annuity separate account charges have
the effect of reducing each Portfolio's performance quoted for the product.
When reviewing performance, you should keep in mind the effect the inclusion
or exclusion of the variable products charges have on performance quoted when
comparing the performance of the Portfolios with other portfolios or funds.
 
Additional information regarding the calculation of performance can be found
in the Fund's Statement of Additional Information.
      
INVESTMENT OBJECTIVES AND POLICIES
     
Each Portfolio of the Fund has a different fundamental investment objective
which it pursues through the separate investment policies and techniques
described below. These policies and techniques are not fundamental and may be
changed by the Board of Directors of the Fund with the approval of the
shareholders. In addition, the Fund has adopted certain investment
restrictions as fundamental policies for each Portfolio of the Fund, which may
not be changed without shareholder approval. See the Fund's Statement of
Additional Information for a description of the investment restrictions
adopted as fundamental policies and shareholder voting requirements. Since
each Portfolio has a different investment objective, each can be expected to
have different investment results and incur different market and financial
risks. The Fund may in the future establish other portfolios with different
investment objectives.
 
The investments of the various Portfolios are indirectly subject to certain
additional restrictions under the laws of the State of Maryland. In the event
of future amendments to the applicable Maryland statutes, each Portfolio will
comply, without the approval of the shareholders, with the statutory
requirements as so modified.
 
Investment limitations may also arise under the insurance laws and regulations
of Texas, which is American National's domicile, and other states. Although
compliance with the requirements of Texas law will ordinarily result in
compliance with any applicable laws of other states, under some circumstances,
the laws of other states could impose additional restrictions on the
Portfolios.
 
Because of the market risks inherent in any investment, attainment of each
Portfolio's investment objective cannot be assured. In addition, effective
management of each Portfolio is subject to general economic conditions and to
the ability and investment techniques of management. The net asset value of
each Portfolio's shares will vary and the redemption value of shares owned may
be either higher or lower than the shareholders' cost.
 
The following paragraphs describe the investment objectives and policies and
techniques of each Portfolio.
 
GROWTH PORTFOLIO
Investment Objectives. The Growth Portfolio's primary investment objective is
to achieve capital appreciation, normally through the purchase of common
stocks (although the Growth Portfolio's investments are not restricted to any
one type of security). Capital appreciation may also be sought in other types
of securities, including bonds and preferred stocks.
 
Investor Suitability Profile. This portfolio is designed for investors who
want to build capital over the long term. It is particularly suited to
investors of modest means who need to be able to invest small amounts of money
over a period of time in order to achieve their financial goals.
 
Investment Policies and Techniques. The Growth Portfolio will normally invest
in common stocks, securities convertible into common stocks, or securities
with warrants attached. The Growth Portfolio may also invest in debt
securities, preferred stock, or money market securities, if, in the investment
adviser's judgment, market or economic conditions justify such action.
Generally, the Growth Portfolio's equity investments will be in established
companies, thereby reducing the financial risks. However, since the securities
of all companies fluctuate, the Growth Portfolio will experience more short-
term market risks than the other Portfolios. The net asset value of the Growth
Portfolio may experience greater short-term variations than the other
Portfolios.
 
The Growth Portfolio may invest in the securities of foreign corporations
listed on a U.S. securities exchange. The Growth Portfolio will not invest
more than 5% of its total assets in securities of foreign corporations. Such
securities may present greater risks than those of domestic securities,
including the risks of limited information, expropriation of assets and
foreign withholding taxes. See the Statement of Additional Information for
further discussion about foreign securities.
 
The Growth Portfolio normally will not seek to realize profits by anticipating
short-term market movements but intends to purchase securities for long-term
capital appreciation.
 
MANAGED PORTFOLIO
Investment Objective. The investment objective of the Managed Portfolio is to
achieve growth of capital and/or current income by investing in a diversified
portfolio consisting of, at the Fund's investment adviser's discretion, money
market instruments, debt securities, common stock or a combination thereof. It
is anticipated that over longer periods, a larger portion of the Managed
Portfolio's portfolio will consist of equity securities.
 
Investor Suitability Profile. This portfolio is designed for investors
primarily interested in participating in the potential opportunities of a
rising equity market, but whose risk comfort level is moderate to aggressive.
This portfolio is suited for investors with long-term investment goals who
wish to pursue those goals through lump-sum investments.
      
                                       5
<PAGE>
 
     
Investment Policies and Techniques. SM&R, as investment adviser and manager,
has the flexibility to select among different types of investments for capital
growth and income and alter the composition of the Managed Portfolio as
economic and market trends change.
 
SM&R considers both the opportunity for gain and the risk of loss in making
investments. While SM&R anticipates that over the long-term, the Managed
Portfolio will consist primarily of equity investments, in the form of common
and preferred stocks, the Managed Portfolio may also invest in long-term bonds
and other debt securities such as convertible securities and short-term
investments, including short-term U.S. Government securities, bank or savings
and loan association interest-bearing accounts, certificates of deposit,
commercial paper, bankers' acceptances, repurchase agreements (subject to
certain limitations) and other money market instruments. The Managed Portfolio
may also occasionally acquire warrants or rights to purchase stocks that are
attached to equity or debt securities in which it invests. Such warrants or
rights would not typically have voting rights or entitle the Managed Portfolio
to receive income.
 
Flexibility to choose among these various kinds of investments is a principal
feature of SM&R's managed investment approach used in connection with the
Managed Portfolio. SM&R shifts its emphasis among different types of
investments, as well as among various industry sections, as financial trends
and economic conditions change. For example, one strategy will be to increase
investments in equity securities when SM&R anticipates a generally rising
stock market. A corresponding strategy will be to reduce investments in equity
securities when SM&R foresees a declining stock market or when it believes
that the total return from debt or convertible securities and short-term
investments can be expected to exceed returns from equity investments.
 
In selecting equity investments, SM&R will invest in the equity securities of
corporations having a market capitalization of at least $100 million, an
operating history of at least three (3) years and a listing on the New York
Stock Exchange, American Stock Exchange or Over-The-Counter markets. When
purchasing debt securities, SM&R will seek debt securities with longer
maturities during periods of anticipated lower interest rates and shorter-term
debt securities when interest rates are expected to rise. SM&R selects long-
term debt securities from high quality bonds (rated A or higher, as rated by
Standard & Poor's Corporation or Moody's Investors Service, Inc.) to achieve
income and capital gains with limited risk. SM&R may also invest the Managed
Portfolio's assets in high quality, short-term debt securities (such as
commercial paper rated in the top two rankings of nationally recognized
statistical rating organizations ("NRSROs"). However, the Managed Portfolio
may invest up to 10% of the value of its total assets (measured at the time of
investment) in lower-rated or unrated debt securities. Such lower-rated or
unrated debt securities may provide greater potential for capital appreciation
and/or income, but are also generally more speculative and have substantially
higher investment risks. Because at least 90% of the Managed Portfolio's
investments must be in higher quality securities as discussed above, the
Managed Portfolio's opportunities for income and gain may be more limited, as
will the investment risk. See the Statement of Additional Information for a
discussion of the ratings used in this paragraph.
 
In selecting among various short-term investments, the Managed Portfolio will
also follow certain general guidelines. For example, the Managed Portfolio
will generally open interest-bearing accounts only with or purchase
certificates of deposit or bankers' acceptances only from, banks or savings
and loan associations whose deposits are Federally insured and whose capital
is at least $50 million. The Managed Portfolio will generally purchase
commercial paper only of companies of medium to large capitalizations (that
is, $200 million or more) and will enter into repurchase agreements only with
well-established registered broker-dealers or with domestic banks or other
financial institutions insured by the FDIC and having total assets in excess
of $10 billion and only on a fully collateralized basis.
      
BALANCED PORTFOLIO
    
Investment Objectives. The Balanced Portfolio's investment objectives are to
provide conservation of principal, reasonable current income and long-term
capital appreciation by investing in a balanced portfolio of fixed-income
securities such as bonds, preferred stock and short-term obligations combined
with common stocks and securities convertible into common stocks. Although the
Balanced Portfolio seeks to reduce both the financial and market risks
associated with any one investment medium, performance will depend upon the
additional factors of timing and mix and the ability to judge and respond to
changing market conditions.
 
Investor Suitability Profile. This portfolio is designed for risk-conscious
investors where conservation of principal is an important consideration, but
participation in the potential opportunities of equity investments is desired.
This portfolio is for investors with a conservative to moderate risk comfort
level, yet with an intermediate to long-range investment time horizon.
 
Investment Policies and Techniques. The Balanced Portfolio may invest in the
following market sectors:
 
  (1) Money market instruments and other debt obligations that are
  permissible investments for the Money Market Portfolio. (See Money Market
  Portfolio-Investment Policies and Techniques below.) Investments in
  commercial paper are limited to issues rated in the top two rankings of the
  recognized NRSROs. (Also, see the Statement of Additional Information for a
  discussion of commercial paper ratings and a discussion of U.S. Government
  obligations).
 
  (2) Corporate Bonds and notes that are of the same quality as permitted
  investments for the Money Market Portfolio. (See the Statement of
  Additional Information for a discussion of corporate bond ratings.)
 
  (3) Common stock and other equity-type securities that are permissible
  investments for the Growth Portfolio.
 
The Balanced Portfolio will adjust the mix of investments among the three
market sectors to take advantage of perceived variations in return potential
produced by changing economic and financial market conditions. The adjustments
will normally be made in a gradual manner over a period of time. As a balanced
portfolio, the Balanced Portfolio has adopted an investment policy that it
will not purchase a security if as a result of such purchase less than 25% of
its total assets would be in fixed income senior securities (including short
and long-term debt securities, preferred stocks and convertible debt
securities). SM&R expects that the Balanced Portfolio will have some exposure
to all market sectors at most times.
 
MONEY MARKET PORTFOLIO
Investment Objectives. The Money Market Portfolio's investment objective is
the highest current income consistent with the preservation of capital and
maintenance of liquidity. Investments in Money Market instruments are subject
to the ability of the issuer to make payment at maturity. In addition, the
Money Market Portfolio's performance will vary depending on changes in short-
term interest rates. However, both the financial and market risks of
investment in the Money Market Portfolio may be expected to be less than for
any other Portfolio.
 
To ensure compliance with Rule 2a-7 under the Investment Company Act of 1940
(the "1940 Act"), the Money Market Portfolio will limit its investments to
those securities which the Board determines present minimal credit risk and
which are of "high quality" as determined by nationally recognized rating
agencies, or if unrated, of comparable quality, as determined by the Board of
Directors upon the recommendations of the Portfolio's investment adviser.
 
Investor Suitability Profile. This portfolio is designed for investors who are
extremely risk-averse. First-time investors looking to move cautiously into
the investment arena will find this a "comfortable" solution. This portfolio
      
                                       6
<PAGE>
 
     
is appropriate when the need is safety or when liquidity is a consideration.
It can also be used for temporarily "parking" funds during periods when there
is a desire to not be invested in the equity market.
 
Investment Policies and Techniques. The Money Market Portfolio may invest in
the following types of high quality debt obligations:
 
  (1) U.S. Government Obligations. U.S. Government Obligations consist of
  marketable securities issued or guaranteed as to both principal and
  interest by the United States Government or by its agencies. Federal agency
  securities are debt obligations issued by agencies or authorities
  controlled or supervised by and acting as instrumentalities of the U.S.
  Government established under authority granted by Congress. Such
  obligations include, but are not limited to, Government National Mortgage
  Association, The Tennessee Valley Authority, The Bank for Cooperatives,
  Federal Intermediate Credit Banks, Federal Home Loan Banks, Federal Land
  Banks and The Federal National Mortgage Association. Some obligations of
  U.S. Government agencies, authorities, and other instrumentalities are
  supported by the full faith and credit of the U.S. Treasury; others by the
  right of the issuer to borrow from the Treasury; and, others only by the
  credit of the issuer. Obligations of the Government National Mortgage
  Association are supported by the full faith and credit of the U.S.
  Treasury; obligations of the other agencies, authorities, and
  instrumentalities shown above are supported only by the credit of the
  issuer;
 
  (2) Certificates of Deposit. Certificates of deposit are negotiable
  certificates issued against funds deposited in a commercial bank for a
  definite period of time and earning a specified return. The Money Market
  Portfolio will invest only in certificates of deposit of U.S. banks,
  provided that each bank has total assets in excess of $1 billion at the
  time of investment;
 
  (3) Banker's Acceptances. Banker's acceptances are short-term instruments
  issued by banks, generally for the purpose of financing imports or exports.
  An acceptance is a time draft drawn on a bank by the importer or exporter
  to obtain a stated amount of funds to pay for specific merchandise. The
  draft is then "accepted" and is an irrevocable obligation of the issuing
  bank;
 
  (4) Commercial paper which at the date of the investment is considered a
  First Tier Security (a security rated by at least two "NRSROs" in the
  highest rating category) or no more than 5% of fund assets in Second Tier
  Securities (securities that have received a rating in one of the two
  highest categories by any two NRSROs) or, if unrated, the security is of
  comparable quality to securities deemed Eligible Securities pursuant to
  Rule 2a-7 under the 1940 Act. (See "Investment Policies of Each Portfolio--
  Types of Securities and Ratings" in the Statement of Additional Information
  for a more detailed explanation of the investment categories.)
 
  (5) Bonds and Notes. The Money Market Portfolio may invest in corporate
  bonds or notes with a remaining maturity of one year or less. These bonds
  or notes must be rated within the two highest grades as determined by
  Moody's Investor Service, Inc. (Aaa, Aa) or Standard & Poor's Corporation
  (AAA, AA). See the Statement of Additional Information for a discussion of
  these ratings.
 
The Fund's directors have agreed to maintain a dollar-weighted average
portfolio maturity of 90 days or less.
      
ADDITIONAL INVESTMENT POLICIES AND TECHNIQUES.
    
Unless otherwise specified, each Portfolio is permitted to make use of the
following investment policies and techniques:
 
Loans of Securities. All of the Portfolios, except the Money Market Portfolio,
may from time to time lend the securities they hold to broker-dealers,
provided that such loans are made pursuant to written agreements and are
continuously secured by collateral in the form of cash, U.S. Government
securities, or irrevocable standby letters of credit in an amount equal to at
least the market value at all times of the loaned securities plus the accrued
interest and dividends. During the time securities are on loan, the Portfolio
will continue to receive the interest and dividends, or amounts equivalent
thereto, on the loaned securities while receiving a fee from the borrower or
earning interest on the investment of the cash collateral. The right to
terminate the loan will be given to either party subject to appropriate
notice. Upon termination of the loan, the borrower will return to the lender
securities identical to the loaned securities. The Portfolio will not have the
right to vote securities on loan, but would terminate the loan and retain the
right to vote if that were considered important with respect to the
investment.
 
The primary risk in lending securities is that the borrower may become
insolvent on a day on which the loaned security is rapidly advancing in price.
In such event, if the borrower fails to return the loaned securities, the
existing collateral might be insufficient to purchase back the full amount of
the security loaned, and the borrower would be unable to furnish additional
collateral. The borrower would be liable for any shortage; but the Portfolio
would be an unsecured creditor with respect to such shortage and might not be
able to recover all or any of it. However, this risk may be minimized by a
careful selection of borrowers and securities to be lent and by monitoring
collateral.
 
No Portfolio will lend securities to broker-dealers affiliated with SM&R. This
will not affect a Portfolio's ability to maximize its securities lending
opportunities. For a more complete discussion of the Fund's investment
policies applicable to each Portfolio, see INVESTMENT OBJECTIVES, POLICIES AND
RESTRICTIONS in the Statement of Additional Information.
 
Repurchase Agreements. Each Portfolio may occasionally enter into repurchase
agreements. Under a repurchase agreement, a series will acquire and hold an
obligation (government security, certificate of deposit, or banker's
acceptance) for not more than seven days, subject to the agreement by the
seller (a Federal Reserve System member bank or a registered securities
dealer) to repurchase the obligation at an agreed upon repurchase price and
date, thereby determining the yield during the Series' holding period. During
the holding period, the seller must provide additional collateral if the
market value of the obligation falls below the repurchase price. Refer to the
Statement of Additional Information for a further explanation.
 
Covered Call Options. All of the Portfolios, except the Money Market
Portfolio, may write and sell covered call options which are traded on a
national securities exchange. A call option provides the right to buy shares
of an underlying security at a stated exercise price upon notice prior to the
stated option expiration date. A call option is covered when the option issuer
owns the underlying securities at the time the option is written and until the
option expiration date. A Portfolio may also purchase equivalent options on an
exchange (closing purchase transaction) in order to terminate its obligations
under the call option. Writing only call options that are traded on an
exchange increases the likelihood that a Portfolio will be able to make
closing purchase transactions at any particular time at an acceptable price.
 
The writer of a call option receives a premium for its obligation to sell the
underlying security at a stated price, but forgoes the opportunity to profit
from increases in the market price of the underlying security. A Portfolio
will write or purchase call options when it believes that it can realize a
greater current return than would be realized on the securities alone or to
provide greater flexibility in disposing of such securities.
      
PORTFOLIO TURNOVER
    
It is anticipated that the annual turnover rates for all of the Portfolios,
except the Money Market Portfolio, will vary, but they are not expected to
exceed 80%. Since securities with maturities of less than one year are
excluded      
 
                                       7
<PAGE>
 
     
from required portfolio turnover rate calculations, the portfolio turnover
rate for Money Market Portfolio reporting purposes will be zero. Each
Portfolio's historical portfolio turnover rates are included in the Financial
Highlights tables herein. A higher rate of portfolio turnover may result in
higher costs including brokerage commissions. Additionally, a higher Portfolio
turnover may, in some cases, have adverse tax effects on the Fund or its
shareholders.      
 
THE FUND AND ITS MANAGEMENT
     
A Board of seven directors has overall responsibility for overseeing the
affairs of the Fund in a manner reasonably believed to be in the best interest
of the Fund. The Board has delegated to SM&R, the adviser, the management of
the Fund's business and affairs. In addition, SM&R invests the Fund's assets,
provides administrative services and serves as transfer agent, dividend paying
agent and underwriter.
 
SM&R is a wholly-owned subsidiary of American National Insurance Company
("American National"). The Moody Foundation, a private foundation, owns
approximately 23.7% of American National's common stock and the Libbie Shearn
Moody Trust, a private trust, owns approximately 37.6% of such shares. SM&R
was incorporated in 1964 and has managed investment companies since 1966. SM&R
is also investment adviser to four other registered investment companies, the
American National Growth Fund, Inc., American National Income Fund, Inc., and
the Triflex Fund, Inc. (collectively, the "American National Funds Group") and
the SM&R Capital Funds, Inc. SM&R also serves as investment adviser to the
American National Investment Accounts, Inc., an investment company used to
fund benefits under contracts issued by American National and for The Moody
National Bank of Galveston (the "Bank"), a national bank. SM&R may, from time
to time, serve as investment adviser to other clients including employee
benefit plans, other investment companies, banks, foundations and endowment
funds.
 
The following persons are officers of both SM&R and the Fund: Michael W.
McCroskey, Gordon D. Dixon, Vera M. Young, Emerson V. Unger, Teresa E. Axelson
and Brenda T. Koelemay.      
 
PORTFOLIO MANAGEMENT
SM&R uses a disciplined, team approach in providing investment advisory
services to the Fund. While the following individuals are primarily
responsible for the day-to-day portfolio management of their respective
Portfolio, all accounts are reviewed on a regular basis by SM&R's investment
committee to ensure that they are being invested in accordance with investment
policies.
 
GORDON D. DIXON IS SENIOR VICE PRESIDENT, CHIEF INVESTMENT OFFICER OF
SECURITIES MANAGEMENT AND RESEARCH, INC., AND VICE PRESIDENT, PORTFOLIO
MANAGER OF THE FUND. Mr. Dixon joined SM&R in 1993. He graduated from the
University of South Dakota with a B.A. in Finance and Accounting and from
Northwestern University in 1972 with an M.B.A. in Finance and Accounting. Mr.
Dixon began his investment career in 1972 as an Administrative and Research
Manager with Penmark Investments. In 1979 he began working for American
Airlines in the management of the $600 million American Airlines Pension
Portfolio, of which approximately $100 million was equities. In 1984 he was
employed by C&S/Sovran Bank in Atlanta, Georgia as Director of Equity Strategy
where he had responsibility for all research, equity trading and quantitative
services groups as well as investment policy input of a portfolio of
approximately $7 billion, of which $3.5 billion was equities.
 
DAVID ZIMANSKY IS VICE PRESIDENT AND A PORTFOLIO MANAGER OF THE FUND. Mr.
Zimansky joined SM&R in 1990. He graduated from Stanford University with an
M.B.A after graduating Magna Cum Laude with Highest Honors in History from
Harvard. He began his investment career in 1982 with Goldman, Sachs & Company
in the institutional equity sales department. In 1986 he began working for
First Boston Corporation as Vice President, Securities Sales responsible for
convertible securities sales, business development for options, futures and
programs business in the Dallas region. In 1987 he joined Shearson Lehman
Hutton in New York as Vice President, Convertible Arbitrage where he worked in
convertible securities with clients throughout the United States.
 
WILLIAM R. BERGER, C.F.A. IS VICE PRESIDENT AND A PORTFOLIO MANAGER OF THE
FUND. Mr. Berger joined SM&R in 1993. He graduated from Miami University,
Oxford, Ohio in 1985 with a B.S. with Honors in Accounting and Finance and
from The Wharton School, University of Pennsylvania in 1988 with an M.B.A. in
Finance and Investment Management. Mr. Berger began his investment career in
1989 with Trinity Investment Management Corporation as an equity and balanced
portfolio manager for various discretionary accounts worth more than $80
million for corporate, endowment, religious and public funds. Prior to joining
Trinity Investment Management Corporation Mr. Berger was a Senior Auditor for
Coopers & Lybrand. Mr. Berger is a Chartered Financial Analyst and a certified
public accountant.
 
VERA M. YOUNG IS VICE PRESIDENT AND A PORTFOLIO MANAGER OF THE FUND. Ms. Young
earned her Business degree from Galveston College. She has been in the
securities industry since 1964 managing fixed income investments for the
American National Insurance Company. She has been a portfolio manager with
SM&R for eleven years.
 
INVESTMENT MANAGEMENT ARRANGEMENTS AND EXPENSES
     
ADVISORY AGREEMENT. SM&R receives an investment advisory fee at an annual rate
of one-half of one percent of the average daily net asset value of the Fund
(i.e., the aggregate of the average daily net assets of all of the Portfolios)
computed each month.      
 
ADMINISTRATIVE SERVICE AGREEMENT. SM&R receives a management and
administrative service fee at an annual rate of one-quarter of one percent of
the average daily asset value of the Fund computed each month. SM&R has agreed
in its Administrative Service Agreement with the Fund to pay (or to reimburse
the Fund for) the Fund's expenses of any kind, exclusive of interest, taxes,
commissions, and other expenses incidental to Portfolio transactions (and,
with the prior approval of any state securities commissioner deemed by the
Fund's counsel to be required by law, extraordinary expenses beyond SM&R's
control), but including the management fee, in excess of 1.50% per year of the
Fund's average daily net assets.
     
FEE WAIVERS. In order to improve the yield and total return of a Portfolio of
the Fund, SM&R may, from time-to-time, voluntarily waive or reduce all or any
portion of its advisory fee and/or assume certain or all expenses of such
Portfolio. SM&R has agreed to continue its undertaking to reimburse the Growth
Portfolio and the Money Market Portfolio for expenses in excess of 0.87%; the
Balanced Portfolio for expenses in excess of 0.90% and the Managed Portfolio
for expenses in excess of 0.93%, of each Portfolio's average daily net assets.
Fee waivers and/or reductions, other than those stated in the Administrative
Service Agreement, may be rescinded by SM&R at any time without notice to
investors. Such reimbursement obligation is more restrictive than required by
California, the only State having an expense reimbursement provision
applicable to the Fund. Such reimbursements, when required, will be made
monthly.
 
  For the year ended December 31, 1995, the net compensation paid by each
Portfolio to SM&R, expressed as a percentage of average net assets, were as
follows: Growth Portfolio--31%; Managed Portfolio--43%; Balanced Portfolio--
28%; and Money Market Portfolio--41%.      
 
  For information about the expenses of the Fund, see the Statement of
Additional Information.
 
                                       8
<PAGE>
 
PURCHASE AND REDEMPTION OF SHARES
 
Shares in the Fund are currently offered continuously, without sales charge,
at prices equal to the respective net asset values of the Portfolio, only to
the Accounts to fund benefits payable under the Contracts described in the
attached prospectus. The Fund may at some later date also offer its shares to
other separate accounts of American National, American National's subsidiaries
or similar institutions. Although the Fund does not levy a sales charge upon
the purchase of the Fund's shares, a sales or redemption charge may be levied
by the Separate Accounts to which the Fund offers its shares.
 
The Fund is required to redeem all full and fractional shares of the Fund for
cash within seven days of receipt of proper notice of redemption. The
redemption price is the net asset value per share next determined after the
initial receipt of proper notice of redemption.
 
The right to redeem shares or to receive payment with respect to any
redemption may be suspended only for any period during which trading on the
New York Stock Exchange (the "Exchange") is restricted as determined by the
Commission or when the Exchange is closed (other than customary weekend and
holiday closings), for any period during which an emergency exists as defined
by the Commission as a result of which disposal of a Portfolio's securities or
determination of the net asset value of each Portfolio is not reasonably
practicable, and for such other periods as the Commission may by order permit
for the protection of shareholders of each Portfolio.
 
DETERMINATION OF NET ASSET VALUE
 
The offering price for shares of each Portfolio is determined once each day
that such Portfolio's net asset value is determined. Net asset value per share
is determined by dividing the market value of the securities owned by the
Portfolio, plus any cash or other assets (including dividends accrued but not
collected, less all liabilities and surplus), by the number of shares of the
Portfolio outstanding. Net asset value is currently determined as of 3:00
p.m., Central Time, on each business day and on any other day in which there
is a sufficient degree of trading in such Portfolio investment securities that
the current net asset value of such Portfolio's shares might be materially
effected by changes in the value of its portfolio of investment securities.
Each Portfolio of the Fund reserves the right, without notice, to compute such
Portfolio's net asset value at a different time, to compute such value more
often than once daily, or to make the offering price effective at a different
time.
     
SM&R's business holiday's are Good Friday, Labor Day, Thanksgiving Day and the
Friday following Thanksgiving Day, two (2) days at Christmas and New Years
Day. If Christmas Day is a weekday other than Monday, Christmas Day and
Christmas Eve Day are business holidays. If Christmas Day is Monday, Christmas
Day and the preceding Friday will be business holidays. If Christmas Day is a
Saturday, the preceding Thursday and Friday will be business holidays. If
Christmas Day is a Sunday, the preceding Friday and the following Monday will
be business holidays. If New Year's Day is a Saturday, the preceding Friday
will be a business holiday. If New Year's Day is a Sunday, the following
Monday will be a business holiday.      
 
The Money Market Portfolio values all of its securities using the amortized
cost method, which does not take into account unrealized capital gains or
losses. This involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. (For a further discussion of the amortized cost method, see
the Statement of Additional Information.) The other Portfolios use the
amortized cost method only for valuing debt securities having maturities of 60
days or less. Debt securities with maturities in excess of 60 days are valued
on the basis of prices provided by a pricing service or brokers.
 
Securities listed on a stock exchange are valued at the closing sale price or,
if there were no sales during the day, at the last previous sale or bid price
reported. Securities traded only in the over-the-counter market are valued at
the closing bid price. Securities for which there are no readily available
market quotations and all other assets are valued in such manner as the Board
of Directors in good faith determines is appropriate to reflect their fair
value.
 
Further description of asset valuation methods is included in the Statement of
Additional Information.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
Each Portfolio intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986 ("Code"). To avoid adverse
tax consequences each Portfolio intends to distribute all of its net
investment income and any net realized capital gains to its shareholders in a
timely manner. Thus, it is not expected that the Fund will be required to pay
federal income tax.
 
Income dividends will be distributed annually in the case of the Growth,
Balanced and Managed Portfolios and on the last business day of each month in
the case of the Money Market Portfolio. Any net capital gains of each
Portfolio realized during the fiscal year will be declared and distributed
periodically, no less frequently than annually.
 
All income dividends and capital gains distributions shall be reinvested
automatically in additional Portfolio shares at the net asset value on the
distribution date. Shareholders may be proportionately liable for taxes on
income and gains of the Fund however, shareholders not subject to tax on their
income will not be required to pay tax on amounts distributed to them.
Further, the Fund, to the extent required by Federal law, will inform
shareholders of the amount and nature of such income or gains.
 
Among the conditions for qualification and avoidance of taxation of the Fund,
Subchapter M imposes investment limitations, distribution requirements and
requirements relating to the diversification of investments. The Subchapter M
diversification requirements are in addition to diversification requirements
under Section 817(h) of the Code and the 1940 Act.
     
GENERAL INFORMATION
 
AUTHORIZED STOCK
The authorized Capital Stock of the Fund consists of One Hundred Million
(100,000,000) shares, par value $.01 per share. The shares of Capital Stock
are divided into four portfolios: Growth Portfolio Capital Stock (15,000,000
shares); Money Market Portfolio Capital Stock (50,000,000 shares); Balanced
Portfolio Capital Stock (15,000,000 shares); and Managed Portfolio Capital
Stock (20,000,000 shares). The shares of each Portfolio, when issued, will be
fully paid and non-assessable, will have no conversion, exchange or similar
rights, and will be freely transferable.
 
Each share of stock will have a pro-rata interest in the assets of the
Portfolio to which the stock of that class relates and will have no interest
in the assets of any other Portfolio. Holders of shares of any Portfolio are
entitled to redeem their shares as set forth under PURCHASE AND REDEMPTION OF
SHARES herein.      
 
VOTING RIGHTS
The voting rights of Contract owners, and limitations on those rights, are
explained in the accompanying prospectuses for the Contracts. American
National, as the owner of the assets in the Separate Accounts, is entitled to
vote all of the shares of the Fund, but it will generally do so in accordance
with the instructions of Contract owners. American National has agreed to vote
shares of the Fund held in the Separate Accounts for which no timely
 
                                       9
<PAGE>
 
voting instructions from Contract owners are received, as well as shares it
owns, in the same proportion as those shares for which voting instructions are
received. A meeting may be called by the Board of Directors in their
discretion or by Contract owners holding at least ten (10%) percent of the
outstanding shares of any Portfolio. Contract owners will receive assistance
in communicating with other Contract owners in connection with the election or
removal of directors similar to the provisions contained in Section 16(c) of
the 1940 Act. Under certain circumstances, however, American National may
disregard voting instructions received from Contract owners. For additional
information describing how American National will vote the shares of the Fund,
see VOTING RIGHTS in the accompanying prospectuses for the Contracts.
 
PERIODIC REPORTS
 
American National, on behalf of the Fund, will send each Contract owner, at
least annually, reports showing as of a specified date the number of shares in
each Portfolio credited to the Contract owner. The Fund will also send
Contract owners semi-annual reports showing the financial conditions of the
Portfolios and the investments held in each.
 
PORTFOLIO BROKERAGE AND RELATED PRACTICES
SM&R is responsible for decisions to buy and sell securities for the
Portfolios, the selection of brokers and dealers to effect the transactions
and the negotiation of brokerage commissions, if any. Transactions on a stock
exchange in equity securities will be executed primarily through brokers that
will receive a commission paid by the Portfolio. The Money Market Portfolio,
on the other hand, will not normally incur any brokerage commissions. Fixed
income securities, as well as equity securities traded in the Over-The-Counter
market, are generally traded on a "net" basis with dealers acting as
principals for their own accounts without a stated commission, although the
price of the security usually includes a profit to the dealer. In underwritten
offerings, securities are purchased at a fixed price that includes an amount
of compensation to the underwriter, generally referred to as the underwriter's
concession or discount. Certain of these securities may also be purchased
directly from an issuer, in which case neither commissions nor discounts are
paid.
 
The Fund may not engage in any transactions in which SM&R or its affiliates
acts as principal, including over-the-counter purchases and negotiated trades
in which such a party acts as a principal.
    
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
SM&R is the custodian of the cash and securities of the Fund pursuant to a
Custodian Agreement dated August 1, 1995. The Custodian holds and administers
the Fund's cash and securities as provided for in such Custodian Agreement.
The compensation paid to the Custodian is paid by the Fund and is based upon
and varies with the number, type, and amount of transactions conducted by the
Custodian. SM&R is the transfer agent and dividend-disbursing agent for the
Fund. SM&R's principal business address is One Moody Plaza, Galveston, Texas
77550.      
 
ADDITIONAL INFORMATION
This Prospectus and the Statement of Additional Information referred to on the
cover page do not contain all the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. The omitted
information may be obtained from the Commission's principal office in
Washington, D.C., upon payment of the fees prescribed by the Commission.
 
For further information, shareholders may also contact the Fund's office, the
address and phone number of which are set forth on the cover of this
Prospectus.
 
                                      10
<PAGE>
 
DIRECTORS
Ernest S. Barratt, Ph.D.
Robert A. Fruend
Michael W. McCroskey
Brent E. Masel, M.D.
Lea McLeod Matthews
Louis E. Pauls, Jr.
Carl R. Robertson
INVESTMENT ADVISOR AND MANAGER
Securities Management and Research, Inc.
One Moody Plaza
Galveston, Texas 77550
UNDERWRITER AND REDEMPTION AGENT
Securities Management and Research, Inc.
One Moody Plaza
Galveston, TX 77550
CUSTODIAN
Securities Management and Research, Inc.
One Moody Plaza
Galveston, Texas 77550
LEGAL COUNSEL
Greer, Herz & Adams, L.L.P.
One Moody Plaza
Galveston, Texas 77550
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
700 Louisiana
Houston, Texas 77002
TRANSFER AGENT, REGISTRAR AND
DIVIDEND PAYING AGENT
Securities Management and Research, Inc.
One Moody Plaza
Galveston, Texas 77550
 
Form 9427, Rev. 5/96
<PAGE>
 
                      STATEMENT OF ADDITIONAL INFORMATION
                          Dated:  April 30, 1996   5      


                  AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
                                One Moody Plaza
                            Galveston, Texas 77550
                                1-409-763-2767
                           Toll Free 1-800-526-8346


    
This Statement of Additional Information is NOT a prospectus and should be read
in conjunction with the Fund's Prospectus dated April 30, 1995 ("Prospectus"),
which is available without charge upon written request to American National
Investment Accounts, Inc., One Moody Plaza, Galveston, Texas 77550, or by
phoning 409-763-2767 or (Toll Free) 800-526-8346.     
   
American National Investment Accounts, Inc. (the "Fund") is a diversified, open-
end, series, management investment company (commonly known as a "mutual
fund") that is intended to provide a range of investment alternatives through
its four separate portfolios, each of which is, for investment purposes, in
effect a separate fund.  A separate class of capital stock is issued for each
portfolio.     

Shares of the Fund are currently sold only to separate accounts (the "Separate
Accounts") of American National Insurance Company ("American National") to fund
benefits under variable universal life insurance policies and variable annuity
contracts (all of such insurance policies and variable annuity contracts are
referred to as the "Contract" or "Contracts") issued by American National.  The
Separate Accounts invest in shares of the Fund through subaccounts that
correspond to the portfolios.  The Separate Accounts will redeem shares of the
Fund to the extent necessary to provide benefits under the Contracts or for such
other purposes as may be consistent with the Contracts.

    
<TABLE>
<CAPTION>
 
                               TABLE OF CONTENTS
                                                                    Page
                                                                 ----------
<S>                                                              <C>
 
GENERAL HISTORY OF THE FUND....................................          3
INVESTMENT OBJECTIVES OF EACH PORTFOLIO........................          3
INVESTMENT POLICIES OF EACH PORTFOLIO -                            
 TYPES OF SECURITIES AND RATINGS...............................          3
INVESTMENT RESTRICTIONS........................................          6
MANAGEMENT OF THE FUND.........................................          8
POLICY REGARDING PERSONAL INVESTING............................         11
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES............         11
INVESTMENT ADVISORY AND OTHER SERVICES.........................         11
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION................         14
</TABLE> 
     
                                      36
<PAGE>
 
    
<TABLE> 
<CAPTION> 
<S>                                                              <C>
CAPITAL STOCK..................................................         15
SALE, REDEMPTION AND PRICING OF SHARES.........................         15
TAXES..........................................................         17
CALCULATION OF YIELD QUOTATIONS OF THE MONEY MARKET PORTFOLIO..         18
OTHER INFORMATION CONCERNING THE FUND..........................         18
FINANCIAL STATEMENTS OF THE FUND...............................         19
</TABLE>
     
GENERAL HISTORY OF THE FUND

The Fund was incorporated under the laws of the State of Maryland on March 14,
1988 as the American National Investment Accounts, Inc.  The Fund had no
business history prior to such incorporation.

INVESTMENT OBJECTIVES OF EACH PORTFOLIO
    
     

The investment objective of each of the Fund's four Portfolios can be found in
the INVESTMENT OBJECTIVES AND POLICIES SECTION IN THE PROSPECTUS.

From time to time, the assets of the Portfolios, except the Money Market
Portfolio, may be invested in debt securities that are offered together with
warrants for the purchase of common stock of the issuer. Warrants are options to
buy a fixed number of shares of stock at a predetermined price during a
specified period.  These may be purchased for a Portfolio, but only when the
debt security meets the Fund's investment criteria, and the value of the
warrants is relatively very small.  If the warrant becomes valuable, it will
ordinarily be sold rather than exercised.  The risk associated with the purchase
of a warrant is that the purchase price will be lost because the market price of
the stock does not reach a level that justifies the exercise or sale of the
warrant before it expires.

INVESTMENT POLICIES OF EACH PORTFOLIO - TYPES OF SECURITIES AND RATINGS

U.S. GOVERNMENT OBLIGATIONS

U.S. Government Agency Securities.  Federal agency securities are debt
obligations issued by agencies or authorities controlled or supervised by and
acting as instrumentalities of the U.S. Government established under authority
granted by Congress.  Such obligations include, but are not limited to,
Government National 

                                      37
<PAGE>
 
Mortgage Association, The Tennessee Valley Authority, The Bank for Cooperatives,
Federal Intermediate Credit Banks, Federal Home Loan Banks, Federal Land Banks
and The Federal National Mortgage Association. Some obligations of U.S.
Government agencies, authorities and other instrumentalities are supported by
the full faith and credit of the U.S. Treasury; others by the rights of the
issuer to borrow from the Treasury; and, others only by the credit of the
issuer. Obligations of the Government National Mortgage Association are
supported by the full faith and credit of the U.S. Treasury; obligations of the
other agencies, authorities and other instrumentalities shown above are
supported only by the credit of the issuers.

U.S. Treasury Bills.  U.S. Treasury bills are issued with maturities of any
period up to one year.  Three month bills are currently auctioned each week by
the Treasury.  Bills are issued in bearer form only and are sold only on a
discount basis.  The difference between the purchase price and the maturity
value (or the resale price if they are sold before maturity) constitutes the
interest income for the investor.

FOREIGN SECURITIES

The Growth Portfolio may choose to invest in foreign securities for
diversification and for the potential to benefit during periods of currency
fluctuation during which foreign currencies are strengthening against the U.S.
dollar.  The ability to benefit from currency fluctuations will depend on the
ability of the Growth Portfolio to predict the relationship between currencies.
The Growth Portfolio will consider certain special factors in connection with
investments in foreign securities, particularly those of non-governmental
issuers.  The Growth Portfolio will not invest in foreign securities that entail
risks or considerations that are inconsistent with the Growth Portfolio's
practice of assuming only moderate investment risk.  Foreign securities may be
subject to:  currency exchange control regulations, currency fluctuations,
foreign withholding taxes, the economic effects of political instability, and
possible expropriation.  Information regarding the issuer of foreign securities
may also be less available than financial information concerning domestic
issuers.  In addition, there may be difficulties in interpreting financial
information prepared under foreign accounting standards.  Economic trends in
foreign countries may be more difficult to assess.  Legal processes abroad might
not be as easy to invoke as would be the case in the United States should such
processes be necessary.

BANKER'S ACCEPTANCES

The bank issuing an acceptance is protected by the pledge of documents giving it
title to the goods in transit should the bank's customer fail to provide proper
funds upon delivery of the goods and maturity of the acceptance.  Courts have
held that the bank holds the credit agreement backing the acceptance not for its
own benefit or the benefit of its general creditors, but in trust for the holder
of the acceptance.

COMMERCIAL PAPER RATINGS

Description of Standard & Poor's Corporation's three highest commercial paper
ratings:

Commercial paper rated "A" by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.  Long-
term senior debt is generally rated "A" or better.  The issuer has access to at
least two additional channels of borrowing.  Basic earnings and cash flow have
an upward trend with allowance made for unusual circumstances.  Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry.  The reliability and quality of management are
unquestioned.  Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.  A-1 is the
highest commercial paper rating assigned by Standard & Poor's Corporation.  A-2
is the second highest of such ratings.

                                      38
<PAGE>
 
Description of Moody's Investor's Services, Inc.'s three highest commercial
paper ratings:

Among the factors considered by Moody's Investor's Service, Inc. in assigning
commercial paper 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 the 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 of the management
of obligations which may be present or may arise as a result of public interest
questions and proportions to meet such obligations which may be present or may
arise as a result of public interest questions and proportions to meet such
obligations.  Relative differences in strength and weakness in respect to these
criteria would establish a rating in one of three classifications; P-1, P-2 or
P-3.  P-1 is the highest commercial paper rating assigned by Moody's Investor's
Service, Inc.  P-2 is the second highest of such ratings.

Description of Fitch Investors Service, Inc. two highest commercial ratings:

Fitch's commercial paper ratings place emphasis on the existence of liquidity
necessary to meet the issuer's obligations in a timely manner.  Relative
differences in strength and weakness in respect to an issuer is rated by Fitch's
as F-1 or F-2; F-1 is the highest commercial paper rating assigned by Fitch's
and F-2 is the second highest.

Description of Duff & Phelp's two highest commercial ratings:

Duff and Phelp's commercial paper ratings place emphasis on liquidity,
considering not only cash from operations, but access to alternative sources of
funds, including trade credit, bank lines and capital markets.  Relative
differences in strength and weakness is rated by Duff & Phelp's as Duff-1 or
Duff-2; Duff-1 being the highest commercial paper rating and Duff-2 being the
second highest rating.

Description of Thompson Bankwatch, Inc.'s two highest ratings:

Thompson Bankwatch, Inc's ratings of United States commercial banks, thrifts,
and non-bank banks, non-United States banks, and broker-dealers are based upon
among other things, five years' financial information and the issuer's most
recent regulatory filings.  Relative differences in strength and weakness are
rated by Thompson Bankwatch, Inc. as TBW-1 or TBW-2; TBW-1 being the highest
commercial paper rating and TBW-2 being the second highest rating.

PREFERRED STOCK RATINGS

Description of Standard & Poor's Corporation's preferred stock rating:

B    Preferred stock rated B are regarded on balance, as predominately
     speculative with respect to the issuer's capacity to pay preferred stock
     obligations. While such issues will likely have some quality and protective
     characteristics, these are outweighed by large uncertainties or major risk
     exposures to adverse conditions.

Description of Moody's Investor's Services, Inc.'s preferred stock rating:

B    An issue which is rated b generally lacks the characteristics of a
     desirable investment.  Assurance of dividend payments and maintenance of
     other terms of the issue over any long period of time may be small.

CORPORATE BOND RATINGS

                                      39
<PAGE>
 
Moody's Investor Service, Inc.  Aaa bonds are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt-edge". Interest payments are protected by a large or an exceptionally
stable margin and principal is secure.  While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

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

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

Baa bonds 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.

Standard and Poor's Corporation.  AAA is the highest rating assigned to a debt
obligation and indicates an extremely strong capacity to pay interest and repay
principal.

AA bonds also qualify as high-quality debt obligations.  The capacity to pay
interest and repay principal is very strong.

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

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

INVESTMENT RESTRICTIONS

In addition to the restrictions described in the Prospectus, the Fund has
adopted the following restrictions relating to the investment of each
Portfolio's assets.  These restrictions are fundamental policies and may not be
changed for any Portfolio without the approval of a majority of the outstanding
voting shares of each affected Portfolio.  (As used in the Prospectus and this
Statement of Additional Information, the term "majority of the outstanding
voting shares" means the lesser of (1) 67% of the shares represented at a
meeting at which more than 50% of the outstanding shares are represented, or (2)
more than 50% of the outstanding shares.)  A change in policy affecting only one
Portfolio may be effective without the approval of a majority of the outstanding
voting shares of any other Portfolio or of the entire Fund.

A Portfolio:

(1)  Will not issue senior securities, except as permitted by sections 18(f) and
     (g) and the rules thereunder of the Investment Company Act of 1940.
(2)  Will not make short sales of securities.
(3)  Will not engage in margin transactions or arbitrage.

                                      40
<PAGE>
 
(4)  Will not buy or sell real estate although a Portfolio may invest in the
     securities of real estate investment trusts.
(5)  Will not purchase or sell commodities or commodity contracts.
(6)  Will not invest in companies for the purpose of exercising management or
     control.
(7)  Will not invest in oil, gas or other mineral leases, rights on royalty
     contracts or in real estate or real estate limited partnerships.
(8)  Will not underwrite securities of other issuers, except where the Fund may
     be deemed to be a statutory underwriter for purposes of certain federal
     securities laws in connection with the disposition of portfolio securities,
     restricted securities or not readily marketable securities.

(9)  Will not borrow money.
(10) Will not lend money, and the Money Market Portfolio will not lend
     securities except that the Portfolio may purchase obligations subject to
     repurchase agreements. The purchase of publicly held debt securities is not
     considered lending money for the purpose of this restriction.
(11) Will not purchase securities (including commercial paper) of any issuer if
     such purchase would at that time (i) cause more than 5% of the value of the
     individual Portfolio's total assets to be invested in securities of any one
     issuer other than the U.S. Government or its corporate instrumentalities or
     (ii) cause the Portfolio to own more than 10% of the outstanding voting
     securities of any issuer.
(12) Will not concentrate its investments in any one industry by investment of
     more than 25% of the value of its total assets in such industry.
(13) Will not invest more than 5% of the value of its total assets in securities
     of companies having a record of less than three years continuous
     operations.
(14) Will not invest more than 5% of the value of its total assets in any
     closed-end investment company and will not hold more than 3% of the
     outstanding voting stock of any closed-end investment company.
(15) Will not purchase or retain securities of any issuer if any officer or
     director of the Fund or of its investment manager own individually more
     than one-half of one percent (1/2 of 1%) of the securities of that issuer,
     and collectively the officers and directors of the Fund and investment
     manager together own more than 5% of the securities of that issuer.
(16) Will not acquire securities of other open-end investment companies, except
     in connection with a merger, consolidation, or acquisition of assets
     approved by the shareholders.
(17) Will not purchase from or sell to any officer or director of the Fund or
     its investment manager any securities other than shares of the capital
     stock of the Portfolio.
(18) Will not invest more than 5% of the value of its total assets in securities
     which are not readily marketable including restricted securities.

Current federal income tax laws require that the assets of each Portfolio be
adequately diversified so that, American National, and not the Contract owners,
are considered the owners of assets held in the Accounts for federal income tax
purposes.  See DIVIDENDS, DISTRIBUTIONS AND TAXES in the Prospectus.  American
National intends to maintain the assets of each Portfolio pursuant to those
diversification requirements.

Portfolio turnover (as referred to in the "Portfolio Turnover" section of the
Prospectus) is calculated by dividing the lesser of annual purchases or sales of
portfolio securities by the monthly average of the value of each Portfolio's
securities excluding securities whose maturities at the time of purchase are one
year or less.  A 100% portfolio turnover rate would occur, for example, if all
of the Portfolio's securities were replaced within one year.         

MANAGEMENT OF THE FUND

                                      41
<PAGE>
 
         

The names of all directors and officers of the Fund and the principal occupation
of each during the last five (5) years are shown below.

(2)ERNEST S. BARRATT, Ph.D. -  DIRECTOR  (DEPARTMENT OF PSYCHIATRY AND
BEHAVIORAL SCIENCES, UNIVERSITY OF TEXAS MEDICAL BRANCH, GALVESTON, TEXAS 77550-
2777) Professor and Chief, Psychophysiology Laboratory, Department of Psychiatry
and Behavioral Sciences, University of Texas Medical Branch, a medical school
and hospital system, 1962 to present; Chief, Psychology Section and
Psychodiagnostic Service, Department of Psychiatry and Behavioral Sciences,
University of Texas Medical Branch, 1962 to present.

(1)ROBERT A. FRUEND, C.L.U. - DIRECTOR   (ONE MOODY PLAZA, GALVESTON, TEXAS
77550) Executive Vice President, Director of Ordinary Agencies of American
National, April, 1989 to present; Senior Vice President, November, 1988 to
April, 1989 and Regional Director, January, 1975 to October, 1988 of American
National; Director and Vice President, April 1989 to present, American National
Insurance Company of Texas; Director, November, 1979 to present, American
National Property and Casualty Insurance Company; Director, November, 1981 to
present, American National General Insurance Company; Director, Securities
Management and Research, Inc., November 1988 to present.

(2)BRENT E. MASEL, M.D. - DIRECTOR  (1528 POSTOFFICE, GALVESTON, TEXAS 77550)
Doctor of Neurology; Clinical Assistant Professor in Neurology, University of
Texas Medical Branch, 1978 to present; Staff Physician, St. Mary's Hospital,
Galveston, Texas, 1979 to present; Staff Physician, Mainland Center Hospital,
1978 to present; Clinical Assistant Professor in Family Medicine, University of
Texas Medical Branch, Galveston, Texas, 1979 to present; Director SM&R Capital
Funds, Inc., 1992 to present;  President and Executive Administrator
Transitional Learning Community, Galveston, Texas, July 1992 to present.

(1)LEA MCLEOD MATTHEWS  -  DIRECTOR  (850 E. ANDERSON LANE, AUSTIN, TEXAS 78752-
1602) Publications Editor, National Western Life Insurance Co., 1990 to present;
Director of American National Investment Accounts, Inc., (an affiliated mutual
fund) 1994 to present; Public Relations, Moody Gardens, Galveston, Texas, 1988
to 1990; Director of Garden State Life Insurance Company, 1993 to present.

(   2)LOUIS E. PAULS, JR. - DIRECTOR  (1413 TREMONT, SUITE 200, GALVESTON,
TEXAS  77550) Owner of Louis Pauls & Co., a sole proprietorship, 1959 to
present; Director, National Western Life Insurance Co., Austin, Texas, 1971 to
present; Director Seal Fleet, Galveston, Texas, 1970 to present; Director
American National Investment Accounts, Inc. (an affiliated mutual fund), 1994 to
present.     

(1)CARL R. ROBERTSON - DIRECTOR  (ONE MOODY PLAZA, GALVESTON, TEXAS 77550)
Director of SM&R;  Senior Executive Vice President, Home Office Administration
of American National Insurance Company, One Moody Plaza, Galveston, Texas;
Director and Assistant Secretary of Standard Life and Accident Insurance
Company, 421 N.W. 13th Street, Oklahoma City, Oklahoma;  Director of American
National Property and Casualty Company, 1949 East Sunshine, Springfield,
Missouri;  Director and Vice President of Administration of American National
Life Insurance Company of Texas, One Moody Plaza, Galveston, Texas;  Director of
American National General Insurance Company, 1949 East Sunshine, Springfield,
Missouri;  Director and Vice President of ANREM Corporation, One Moody Plaza,
Galveston, Texas; Director of Mainsail Marina Services, Inc., 2400 South Shore
Boulevard, League City, Texas; Advisory Director of Garden State Life Insurance
Company, 2450 South Shore Blvd., Suite 301, League City, Texas.

() (1)    MICHAEL W. MCCROSKEY - Director and President  (One Moody Plaza,
Galveston, Texas 77550) President, Chief Executive Officer and member of the
Executive Committee of SM&R, June 1994 to present; President and Director of the
Fund, June 1994 to present; President and Director of the American National
Growth Fund, Inc.,     

                                      42
<PAGE>
 
    
American National Income Fund, Inc., and Triflex Fund, Inc. (hereinafter
referred to as the "American National Funds Group"), June 1994 to present;
President and Director of the American National Investment Accounts, Inc., June
1994 to present; Executive Vice President, American National, 1971 to
present; Vice President of Standard Life and Accident Insurance Company, 1988 to
present; Assistant Secretary of American National Life Insurance Company of
Texas, 1986 to present, life, health and accident insurance companies in the
American National Family of Companies; Vice President, Garden State Life
Insurance Company, 1994 to present; Director, ANREM Corporation, 1977 to
present; President, ANTAC Corporation, 1994 to present.
     

() EMERSON V. UNGER, C.L.U.  -   VICE PRESIDENT  (ONE MOODY PLAZA, GALVESTON,
TEXAS 77550) Vice President of SM&R;  Vice President of the American National
Funds Group and the SM&R Capital Funds, Inc., Mutual Funds.

() BRENDA T. KOELEMAY  -  VICE PRESIDENT AND TREASURER  (ONE MOODY PLAZA,
GALVESTON, TEXAS 77550) Vice President and Treasurer of SM&R; Vice President and
Treasurer of the American National Funds Group and the SM&R Capital Funds, Inc.,
Mutual Funds; Senior Manager, KPMG Peat Marwick, July 1980 to April 1992.

() TERESA E. AXELSON  -  VICE PRESIDENT AND SECRETARY  (ONE MOODY PLAZA,
GALVESTON, TEXAS 77550) Vice President and Secretary of SM&R; Vice President and
Secretary of the American National Funds Group and the SM&R Capital Funds, Inc.

() GORDON D. DIXON - VICE PRESIDENT AND PORTFOLIO MANAGER OF GROWTH PORTFOLIO
(ONE MOODY PLAZA, GALVESTON, TEXAS 77550)  Senior Vice President, Chief
Investment Officer of SM&R and a member of the Investment Committee of SM&R;
Vice President, Portfolio Manager of the American National Growth Fund, Inc., a
mutual fund; Former Director of Equity Strategy Research and Trading for
C&S/Soran Bank (now Nations Bank) Atlanta, Georgia.

() DAVID ZIMANSKY - VICE PRESIDENT, PORTFOLIO MANAGER OF MANAGED PORTFOLIO (ONE
MOODY PLAZA, GALVESTON, TEXAS 77550)  Vice President and Portfolio Manager of
the American National Income Fund, Inc. and a member of the Equities Investment
Committee of SM&R; Former Vice President, Convertible Arbitrage, Shearson Lehman
Hutton, New York, N.Y.

() WILLIAM R. BERGER, C.F.A. -  VICE PRESIDENT, PORTFOLIO MANAGER OF THE
BALANCED PORTFOLIO (ONE MOODY PLAZA, GALVESTON, TEXAS 77550)  Vice President and
Portfolio Manager for the Triflex Fund, Inc. and a member of the Equities
Investment Committee of SM&R; Former Portfolio Manager for Trinity Investment
Management, Bellefonte, Pennsylvania, Investment Adviser; Former Auditor for
Coopers & Lybrand, Dallas, Texas.

()  VERA M. YOUNG - VICE PRESIDENT, PORTFOLIO MANAGER OF MONEY MARKET PORTFOLIO
(ONE MOODY PLAZA, GALVESTON, TEXAS 77550) Vice President, Portfolio Manager and
member of the Fixed Income Investment Committee of SM&R;  Vice President,
Portfolio Manager of the American National Primary Fund Series of the SM&R
Capital Funds, Inc.; Assistant Vice President, Securities, American National.

(1)  Directors who are "Interested persons" of the Fund as defined by the 1940
Act, as amended.

(2)  Members of the Fund's Nominating and Audit Committees

()  The American National Funds Group and the SM&R Capital Funds, Inc. are
mutual funds which have investment advisory and underwriting agreements with
SM&R, which is a wholly-owned subsidiary of American National.  See INVESTMENT
ADVISORY AND OTHER SERVICES, BELOW.

By resolution of the Board of Directors, the Fund pays the fees and expenses of
only those directors who are not affiliated with SM&R. During the period ended

                                      43
<PAGE>
 
    
December 31, 1995 the Fund paid approximately $14,368 to such directors for fees
and expenses in attending meetings of the Board of Directors.     

REMUNERATION OF DIRECTORS

Each director is reimbursed for expenses incurred in connection with each
meeting of the Board of Directors or any Committee attended.  Each director
receives a fee, allocated among the American National Funds for which he serves
as a director, which consists of an annual retainer component and a meeting fee
component.

    
Set forth below is information regarding compensation paid or accrued during the
fiscal year ended December 31, 1995 for each director of the Fund.     

    
<TABLE>
<CAPTION>
 
 
                              AGGREGATE COMPENSATION    TOTAL COMPENSATION FROM
         DIRECTOR                    FROM FUND           ALL AMERICAN NATIONAL
                                                                 FUNDS
 
- --------------------------------------------------------------------------------
<S>                          <C>                        <C>
Ernest S. Barratt                    $3,500                        $3,500     
Robert A. Fruend                         --                            --
Brent E. Masel, M.D.                 $3,500                        $7,000     
Lea McLeod Matthews                  $3,661                        $7,321
Michael W. McCroskey                     --                            --
Louis E. Pauls, Jr.                  $3,500                         7,000 
Carl R. Robertson                        --                            --
</TABLE>
     

POLICY REGARDING PERSONAL INVESTING

  The following policies have been made a part of the Fund's Code of Ethics.

PERSONAL INVESTING BY PORTFOLIO MANAGERS

A portfolio manager must use extreme care to avoid even the appearance of a
conflict of interest in trading in any personal account (or an account in which
he has a beneficial interest).  Accordingly, a portfolio manager may not trade
in (or otherwise acquire) any security for his personal account if that same
security is held in, or is being considered as a potential acquisition by, any
of the Funds.  Any beneficial interest in a security held by a portfolio manager
must be sold at least 24 hours prior to any investment by the Funds.  The
following exceptions apply:

     1.   Any beneficial interest in a security owned at the time of employment
          may be held or traded at any time other than within 24 hours of a
          trade in the Funds for the same or related security.  Dividends in
          that security may be re-invested in accordance with a formal plan
          offered by the issuer.

     2.   Any beneficial interest in a security acquired by devise or bequeath
          may be held or traded at any time other than within 24 hours of a
          trade in the Funds for the same or related security.

                                      44
<PAGE>
 
     3.   Any beneficial interest in a security issued by the Government or any
          Agency of the United States, a State, or any political subdivision
          thereof may be traded or held.

     4.   Any beneficial interest in a security for which a written approval is
          first obtained from the President & CEO may be traded or held.

PERSONAL INVESTING BY OTHER SM&R OFFICERS AND EMPLOYEES:

Officers and employees of the Company other than portfolio managers may trade in
(or otherwise acquire) or hold any security for his own account (or an account
in which he has beneficial interest).  However, the trade must not occur within
24 hours of a trade in the Funds for the same or related security.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    
As of April 1, 1995, no officer or director of the Fund owned shares of the
Portfolios.

As of April 1, 1996, American National and SM&R owned 92% and 8% of the
outstanding shares of the Growth Portfolio, 91% and 9% of the outstanding shares
of the Managed Portfolio, 90% and 10% of the outstanding shares of the Balanced
Portfolio, and 88% and 12% of the outstanding shares of the Money Market
Portfolio, respectively.
     

See the "Control and Management of SM&R" section in INVESTMENT ADVISORY AND
OTHER SERVICES, below.

INVESTMENT ADVISORY AND OTHER SERVICES

CONTROL AND MANAGEMENT OF SM&R

SM&R has been the investment adviser, manager and underwriter of the Fund since
the Fund began business in 1990. SM&R acts pursuant to a written agreement
periodically approved by the directors or shareholders of the Fund.  SM&R is
also the investment adviser and underwriter of the American National Funds Group
and the SM&R Capital Funds, Inc.  SM&R's address is that of the Fund.

SM&R is a wholly-owned subsidiary of American National.  The Moody Foundation
(the "Foundation"), a charitable foundation established for charitable and
educational purposes, owns approximately 23.7% of American National's common
stock and the Libbie S. Moody Trust, a private trust, owns approximately 37.6%
of such shares.  The trustees of the Moody Foundation are Robert L. Moody
("RLM"), who is Chairman of the Board of Directors of American National, Frances
Moody Newman and Ross R. Moody.

The Moody National Bank of Galveston (the "Bank") is trustee of the Libbie S.
Moody Trust.  RLM is Chairman of the Board and President, Chief Executive
Officer of the Bank, President and Director of Moody Bancshares, Inc.
("Bancshares"), the sole shareholder of Moody Bank Holding Company, Inc.
("MBHC"), and President and Director of MBHC, the Bank's controlling
stockholder.  The Three R Trusts, trust established by RLM for the benefit of
his children, owns 100% of Bancshares' Class B stock (which elects a majority of
Bancshares' and MBHC's Directors) and 47.5% of its Class A stock.  The trustee
of the Three R Trusts is Irwin M. Herz, Jr., who is also a director of American
National and a partner in Greer, Herz & Adams, L.L.P., 18th Floor, One Moody
Plaza, Galveston, Texas, General Counsel to American National, the Bank,
Bancshares, MBHC, the Fund, the other American National Funds, the SM&R Capital
Funds, Inc. and SM&R.

Michael W. McCroskey, President and Director of the Fund, is also President,
Chief Executive Officer, Director and a member of the executive committee of
SM&R, and President and Director of the American National Funds Group and the
SM&R Capital 

                                      45
<PAGE>
 
Funds, Inc.; Gordon D. Dixon, Vice President, Portfolio Manager of the Fund and
the Triflex Fund, Inc. is also Senior Vice President, Chief Investment Officer
of SM&R and a member of the investment committees of SM&R; Vera M. Young, Vice
President, Portfolio Manager of the Fund and the SM&R Capital Funds' Primary
Series, Vice President of SM&R and a member of the fixed income investment
committee of SM&R; Emerson V. Unger, Vice President of the Fund, is also Vice
President of SM&R, the American National Funds Group and the SM&R Capital Funds,
Inc.; Teresa E. Axelson, Vice President and Secretary of the Fund, is also Vice
President and Secretary of SM&R, the American National Funds Group and the SM&R
Capital Funds; and Brenda T. Koelemay, Vice President and Treasurer of the Fund,
is also Vice President and Treasurer of SM&R, the American National Funds Group
and the SM&R Capital Funds, Inc.

INVESTMENT ADVISORY AGREEMENT

Under an Investment Advisory Agreement (the "Advisory Agreement") between the
Fund and SM&R dated February 8, 1991, SM&R acts as investment adviser for and
provides certain administrative services to the Fund.

As investment manager, SM&R manages the investment and reinvestment of the
Fund's assets, including the placing of orders for the purchase and sale of
portfolio securities.  SM&R provides and evaluates economic, statistical and
financial information to formulate and implement Fund investment programs. All
investments are reviewed quarterly by the Fund's Board of Directors to determine
whether or not such investments are within the policies, objectives and
restrictions of the Fund.

Under the Advisory Agreement, SM&R is paid a monthly fee by the Fund of 1/24th
of 1% per month (1/2 of 1% per annum) of the Fund's average daily net assets.
Such monthly fee is allocated among the Portfolios based on the percentage of
each Portfolios' respective net assets to the total net assets of the Fund.

    
For the periods ended December 31, 1993, 1994 and 1995, SM&R received or accrued
investment advisory fees from each Portfolio as follows: Growth Portfolio
$12,761, $14,338 and $19,146, Managed Portfolio $12,701, $13,741 and $16,964,
Balanced Portfolio $12,326, $13,050 and $15,022, and the Money Market
Portfolio $10,857, $11,217 and $11,773, respectively.
     

ADMINISTRATIVE SERVICE AGREEMENT

Under an Administrative Service Agreement between the Fund and SM&R dated
February 8, 1991, SM&R provides certain management, operational and executive
services to the Fund.  SM&R pays the salaries of all officers and accounting
employees administering the Fund's affairs and provides accounting, data
processing, bookkeeping, and certain other services required by the Fund.  The
Fund has agreed to pay other expenses incurred in the operation of the Fund,
such as interest, taxes, commissions, and other expenses incidental to portfolio
transactions, Securities & Exchange Commission fees, fees of the Custodian (see,
"the Custodian" herein), auditing and legal expenses and fees and expenses of
qualifying Fund shares for sale and maintaining such qualifications under the
various state securities laws where Fund shares are offered for sale, fees and
expenses of directors not affiliated with SM&R, costs of maintaining corporate
existence, costs for printing and mailing prospectuses and shareholder reports
to existing shareholders and expenses of shareholders' meetings.

    
Under the Administrative Service Agreement, SM&R is paid a monthly service fee
of 1/48th of 1% per month (1/4 of 1% per annum) of the Fund's average daily net
assets. Such monthly fee is allocated among the Portfolios based on the
percentage of each Portfolios' respective net assets to the total net assets of
the Fund. For the periods ended December 31, 1993, 1994 and 1995, SM&R received
or accrued Administrative Service Fees from each Portfolio as follows: Growth
Portfolio $6,380, $7,169 and $9,573, Managed Portfolio $6,350, $6,870
     

                                      46
<PAGE>
 
    
and $8,482, Balanced Portfolio $6,163, $6,525 and $7,511, and Money Market
Portfolio $5,428, $5,608 and $5,886, respectively.

SM&R has agreed in its Administrative Service Agreement with the Fund to pay (or
to reimburse the Fund for) the Fund's expenses of any kind, exclusive of
interest, taxes, commissions, and other expenses incidental to Portfolio
transactions (and, with the prior approval of any state securities commissioner
deemed by the Fund's counsel to be required by law, extraordinary expenses
beyond SM&R's control), but including the management fee, in excess of 1.50% per
year of the Fund's average daily net assets. SM&R has agreed to continue its
undertaking to reimburse the Growth Portfolio and the Money Market Portfolio for
expenses in excess of 0.87%; the Balanced Portfolio for expenses in excess of
0.90% and the Managed Portfolio for expenses in excess of 0.93%, of each of such
Portfolio's average daily net assets. Fee waivers and/or reductions, other than
those stated in the Administrative Service Agreement, may be rescinded by SM&R
at any time without notice to investors. Such reimbursement obligation is
more restrictive than required by California, the only State having an expense
reimbursement provision applicable to the Fund. Such reimbursements, when
required, will be made monthly.

For the years ended December 31, 1995 and 1994, expense reimbursements made to
each Portfolio were: Growth Portfolio $16,798 and $6,585; Managed Portfolio
$10,885 and $7,007; and Balanced Portfolio $14,016 and $7,635, respectively.
Expenses reimbursements made to the Money Market Portfolio were $8,001, $5,286
and $4,367 for the years ended December 31, 1995, 1994 and 1992, respectively.
     

Each daily charge for the fees is divided among each of the Portfolio in
proportion to their net assets on that day.

The Advisory Agreement is effective on and after September 1 in each year but it
continues in effect from year to year only so long as such continuance is
specifically approved at least annually by the Board of Directors of the Fund or
by vote of a majority of the outstanding voting securities of each of the Fund's
Portfolios, and, in either case, by the specific approval of a majority of
directors who are not parties to the Advisory Agreement or "interested persons"
(as defined in the 1940 Act, as amended) of any such parties, cast in person at
a meeting called for the purpose of voting on such approval.  The Advisory
Agreement was approved by the shareholders of each Portfolio in accordance with
such procedures on April 1, 1992.  The Advisory Agreement may be terminated
without penalty by vote of the Board of Directors or by vote of the holders of a
majority of the outstanding voting securities of each of the Fund's Portfolios,
or by SM&R, upon sixty (60) days' written notice and will automatically
terminate if assigned (as provided in the 1940 Act, as amended).

SM&R has entered into a Service Agreement with American National pursuant to
which American National will furnish certain services and facilities required by
SM&R from time to time for the conduct of its business.  Such services will not
include investment advice or personnel.  SM&R will reimburse American National
for the costs of such services.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

Purchases and sales of portfolio securities usually will be secondary
transactions.  Portfolio securities normally will be purchased from an
underwriter or market maker for the securities. Purchases from underwriters of
portfolio securities will include a commission or concession paid by the issuer
to the 

                                      47
<PAGE>
 
underwriter, and purchases from dealers serving as market makers will include
the spread between the bid and asked price. While SM&R generally seeks
competitive spreads or commissions, the Fund will not necessarily be paying the
lowest spread or commission available on each transaction.

Allocation of transactions, including their frequency, to various dealers is
determined by SM&R in its best judgment and in a manner deemed fair to the
Fund's shareholders. The primary consideration is prompt execution of orders in
an effective manner at the most favorable price.  Subject to this consideration,
dealers who provide supplemental statistical and research services to SM&R may
receive orders for transactions by the Fund.  Such supplemental services include
advice as to the advisability of investing in, purchasing or selling securities,
as well as analyses and reports concerning securities, economic factors and
trends.  Information so received will supplement but will not replace that to be
provided by SM&R, and SM&R's fees are not reduced as a consequence of the
receipt of such supplemental information.  Such information may be useful to
SM&R in serving both the Fund, the American National Funds Group and the SM&R
Capital Funds, Inc. and conversely, supplement all information obtained by the
placement of business of the American National Funds Group and the SM&R Capital
Funds, Inc. may be useful to SM&R in carrying out its obligations to the Fund.

The Fund will make no commitment to allocate portfolio transactions upon any
prescribed basis.  While SM&R is primarily responsible for the allocation of the
Fund's brokerage business, the policies and practices in this regard must be
consistent with the foregoing and will at all times be subject to review by the
Fund's Board of Directors.

    
Brokerage fees paid by the Fund on the purchase and sale of portfolio securities
for the periods ended December 31, 1993, 1994 and 1995 totaled $11,132, $8,555
and $11,599, respectively. No brokerage commissions have been paid during the
Fund's most recent period to any broker which is an affiliated person of the
Fund, which is an affiliated person of a broker which is an affiliated person of
the Fund or an affiliated person of which is an affiliated person of the Fund or
SM&R.
     

The American National Funds Group and the SM&R Capital Funds, Inc., for which
SM&R is also investment adviser, may own securities of the same companies from
time to time.  However, the Fund's portfolio security transactions will be
conducted independently, except when decisions are made to purchase or sell
portfolio securities of the Fund, the American National Funds Group and the SM&R
Capital Funds, Inc., simultaneously. In such event, the transactions will be
averaged as to price and allocated as to amount (according to the proportionate
share of the total combined commitment) in accordance with the daily purchase or
sale orders actually executed.

The Fund's Board of Directors has determined that such ability to effect
simultaneous transactions may be in the best interests of the Fund.  It is
recognized that in some cases these practices could have a detrimental effect
upon the price and volume of securities being bought and sold by the Fund, while
in other cases these practices could produce better executions.

CAPITAL STOCK

The Fund's authorized capital stock consists of One Hundred Million
(100,000,000) shares of common stock, par value of $.01 per share issuable in
separate portfolios.  Currently, four such portfolios have been established:
Growth Portfolio, Money Market Portfolio, Balanced Portfolio and Managed
Portfolio.

   
Prior to the Fund's offering of any shares to the Separate Accounts, SM&R
provided the Fund with initial capital by purchasing 100,000 shares of each
Portfolio at a purchase price of $1.00 per share. In addition, American National
purchased 1,750,000 shares of each Portfolio at a price of $1.00 per share. Such
shares were acquired by American National in connection with the formation of
the
     
                                      48
<PAGE>
 
    
Fund, were acquired for investment and can be disposed of only by redemption.
Both SM&R's and American National's shares will be redeemed only when permitted
by the Investment Company Act of 1940 and when the other assets of the Portfolio
are large enough that such redemption will not have a material adverse effect
upon investment performance. SM&R and American National will vote their shares
in the same manner and in the same proportion as the other shares held in the
Separate Accounts are voted. The Fund will offer all other shares only to the
Separate Accounts.
     

The assets received by the Fund for the issuance or sale of shares of each
Portfolio and all income, earnings, profits and proceeds thereof, subject only
to the rights of creditors, are specifically allocated to such Portfolio.  They
constitute the underlying assets of each Portfolio, are required to be
segregated on the books of account and are to be charged with the expenses of
such Portfolio.  Any general expenses not readily identifiable as belonging to a
particular Portfolio shall be allocated among all Portfolios by or under the
direction of the directors in such manner as the directors determine to be fair
and equitable.

All shares are non-assessable, fully transferable, and have one vote and equal
rights to share in dividends and assets.  The shares possess no pre-preemptive
or conversion rights. Cumulative voting is not authorized.  This means that the
holders of more than 50% of the shares voting for the election of directors can
elect 100% of the directors if they choose to do so, and in such event, the
holders of the remaining shares will be unable to elect any directors.

As used herein, the term "majority" when referring to approval to be obtained
from shareholders means the vote of the lesser of (l) 67% of the Fund's shares
present at a meeting if the owners of more than 50% of the outstanding shares
are present in person or by proxy; or (2) more than 50% of the Fund's
outstanding shares.

SALE, REDEMPTION AND PRICING OF SHARES

SALE AND REDEMPTION

Shares of each Portfolio are sold only to the corresponding subaccount of the
Accounts.  Shares are sold and redeemed at their net asset value as next
determined following receipt of a net premium or a surrender request by the
Accounts without the addition of any selling commission or sales load or
redemption charge.  The redemption price may be more or less than the
shareholder's cost.

The Fund's shares are also sold and redeemed as a result of transfer requests,
loans, loan repayments and similar Account transactions, in each case without
any sales load or commission and at the net asset value per share computed for
the day as of which such Account's transactions are effected.

PRICING OF SHARES

The net asset value per share of each Portfolio is determined by adding the
value of all Portfolio assets, deducting all Portfolio liabilities and dividing
by the number of outstanding shares of such Portfolio.

MONEY MARKET PORTFOLIO

All Money Market Portfolio securities are valued by the basis of the amortized
cost valuation technique.  This involves valuing a security at its cost and,
thereafter, assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
instrument.  During periods of declining interest rates, the daily yield on
shares of the Fund may tend to be higher than a like computation made by funds
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio instruments.
Thus, if the use of amortized cost by the Fund resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in the Fund would be
able to obtain a somewhat higher yield 

                                      49
<PAGE>
 
than would result from investment in a fund with identical investments utilizing
solely market values, and existing investors in a Fund would receive less
investment income. The converse would apply in a period of rising interest
rates.

The valuation of the Money Market Portfolio instruments based upon their
amortized cost is subject to the Portfolio's adherence to certain conditions
with respect to its operation. The Fund must maintain a dollar-weighted average
portfolio maturity for the Money Market Portfolio of 90 days or less, purchase
instruments having remaining maturities of one year or less only, and invest
only in securities determined by the directors to be of high quality with
minimal credit risks.

The Money Market Portfolio follows procedures established by the directors that
are designed to stabilize, to the extent reasonably possible, the Money Market
Portfolio price per share as computed for the purpose of sales and redemptions
at $1.00. There can be no assurance that the Money Market Portfolio will at all
times be able to maintain a continuous $1.00 net asset value per share.
Procedures to be followed will include review of the Money Market Portfolio's
holdings by the directors at such intervals as it may deem appropriate to
determine whether the Money Market Portfolio's net asset value calculated by
using available market quotations deviates from $1.00 per share and, if so,
whether such deviation may result in material dilution or is otherwise unfair to
existing shareholders.  In the event the directors determine that such a
deviation exists, it must take such corrective action as it regards as necessary
and appropriate, including the sale of portfolio instruments prior to maturity
to realize capital gains or losses or to shorten average portfolio maturity,
withholding dividends, or establishing a net asset value per share by using
available market quotations.

GROWTH, BALANCED AND MANAGED PORTFOLIO

The value of these Portfolio's securities is determined by one or more of the
following methods:

The securities traded on the New York Stock Exchange ("NYSE") or American Stock
Exchange ("ASE") are valued at the closing sale price on that day, or if there
were no sales during the day, at the last previous sale or bid price reported.

The securities which are not listed on the NYSE or ASE, but are listed on other
national securities exchanges, are valued in a manner similar to that described
in the preceding paragraph, using values reported by the principal exchange on
which the securities are traded, except that the prices are taken at the time
trading closes on the NYSE.

  Over-The-Counter securities are valued at the bid prices.

Debt securities having maturities of 60 days or less are valued using the
amortized cost technique.  Debt securities with maturities in excess of 60 days
are valued on the basis of prices provided by an independent pricing service or
brokers.  Prices provided by the pricing service may be determined without
exclusive reliance on quoted prices, and may reflect appropriate factors such as
yield, type of issue, coupon rate, maturity and seasoning differential.

Securities in corporate short-term notes are valued at cost plus amortized
discount, which approximates market value.  If no quotations are available,
securities and all other assets are valued in good faith at fair value, using
the methods determined by the directors on a consistent basis.

TAXES

SUBCHAPTER M OF THE INTERNAL REVENUE CODE OF 1986

Under the Tax Reform Act of 1986 ("TRA 1986") and the Internal Revenue Code of
1986 ("Code"), each Portfolio of the Fund must elect to be treated and qualify
as a regulated investment company ("RIC") under Subchapter M of the Code in
order to 

                                      50
<PAGE>
 
avoid double taxation of the Portfolio and its shareholders.  Among the
requirements for qualification and treatment as a RIC are investment limitations
and diversification requirements that may effect the investments of each
Portfolio, and certain distribution requirements pertaining to net income.

In general, at least 90% of the gross income of each Portfolio for the taxable
year must be derived from dividends, interest and gains from the sale or other
disposition of securities, and less than 30% of its gross income for the taxable
year can be attributable to gains (without deductions for losses) from the sale
or other disposition of securities held for less than three months.  TRA 1986
expanded the qualified sources of income for a RIC to include gains from
options, futures and forward contracts under certain circumstances, and special
tax issues arising in connection with the use of hedging instruments.

A RIC must distribute 90% of its ordinary income and net short-term capital
gains.  Moreover, undistributed net income may be subject to tax at the RIC
level.  TRA 1986 also subjects each Portfolio to a nondeductible 4% excise tax
to the extent it fails to distribute by the end of each calendar year at least
98% of ordinary income for the calendar year and 90% of capital gain net income
for the one-year period ending October 31 of such year, and certain other
amounts.  For these purposes, if a RIC pays dividends before the end of January
of any year, they will be treated as paid in the preceding calendar year if the
dividends were declared in the preceding December and were payable to
shareholders of record on a date in December.

SECTION 817(H) OF THE CODE

Each Portfolio intends to comply with Section 817(h) of the Code and the
regulations issued thereunder.  Pursuant to that Section, the only shareholders
of the Fund and its Portfolios will be SM&R, American National and the Account.
The prospectus that describes the variable insurance policies issued through the
Account provides additional discussion of the taxation of the Account and of the
owner of the variable insurance policy.

In addition, Section 817(h) of the Code and Treasury Department temporary
regulations thereunder impose certain diversification requirements on the
Account.  These requirements, which are in addition to the diversification
requirements applicable to the Fund under Subchapter M and the Investment
Company Act of 1940, may affect the securities in which the Portfolios may
invest.  The consequences of failure to meet the requirements of Section 817(h)
could result in taxation of the insurance company offering the variable
insurance policy and immediate taxation of the owner of the policy to the extent
of appreciation on investment under the policy.

The Secretary of the Treasury is expected to issue additional regulations that
will prescribe the circumstances in which a policyowner's control of the
investments of the Account may cause the policyowner, rather than American
National, to be treated as the owner of the assets of the Account.

The Fund may therefore find it necessary to take action to assure that the
variable insurance policies continue to qualify as a variable insurance policy
under federal tax laws.  The Fund, for example, may be required to alter the
investment objectives of any Portfolio or substitute the shares of one Portfolio
for those of another.  No such change of investment objectives or substitution
of securities will take place without notice to the shareholders of the affected
Portfolio and the approval of a majority of such shareholders and without prior
approval of the Securities and Exchange Commission, to the extent legally
required.

The preceding is a brief summary of some of the relevant tax considerations.  It
is not intended as a complete explanation or a substitute for careful tax
planning and consultation with individual tax advisors.

CALCULATION OF YIELD QUOTATIONS OF THE MONEY MARKET PORTFOLIO

                                      51
<PAGE>
 
The Money Market Portfolio will attempt, consistent with safety of principal, to
achieve the highest possible yield from its investments.  The Money Market
Portfolio's yield is its current investment income expressed in annualized
terms.  The yield is based on a specified seven-calendar-day-period.  It is
computed by (1) determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one share at
the beginning of the period, (2) dividing the net change in account value by the
value of the account at the beginning of the base period to get the base period
return, then (3) multiplying the base period return by the dividend obtained by
dividing 365 by 7.  The resulting yield figure is carried to the nearest
hundredth of one percent.

The Money Market Portfolio effective yield for a specified seven-calendar-day-
period is computed by (1) determining the net change (exclusive of capital
changes) in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the period, (2) subtracting a hypothetical charge
reflecting deductions from shareholder accounts, (3) dividing the difference by
the value of the account at the beginning of the base period to get the base
period return, and then compounding the base period return by adding 1, raising
the sum to a power equal to 365 divided by 7 and subtracting 1 from the result
according to the following formula: EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)
365/7] - 1.  The resulting yield figure is carried to the nearest hundredth of
one percent.

The calculations include (1) the value of additional shares declared as
dividends on the original share, and dividends declared on both the original
share and any such additional shares, and (2) all fees (other than nonrecurring
fees or sales charges) charged to all shareholder accounts, in proportion to the
length of the base period and the Money Market Portfolio's average account size.
The yield computation may be of limited use for comparative purposes as charges
at the Account level will decrease the yield.

The capital changes excluded from the calculation are realized capital gains and
losses from the sale of securities and unrealized appreciation and depreciation.

Current and compounded yields fluctuate daily and will vary with factors such as
interest rates, the quality and length of maturities, and the type of
investments in the Portfolio. Neither the principal nor the interest is insured.

OTHER INFORMATION CONCERNING THE FUND

   
CUSTODIAN

The cash and securities of the Fund are held by SM&R pursuant to a Custodian
Agreement dated August 1, 1995. As custodian, SM&R will hold and administer the
Fund's cash and securities and maintain certain financial and accounting books
and records as provided for in such Custodian Agreement.  The compensation paid
to the Custodian is paid by the Fund and is based upon and varies with the
number, type and amount of transactions conducted by the Custodian.

SM&R has entered into a sub-custodian agreement with Moody National Bank of
Galveston (the "Bank") effective August 1, 1995.  Under the sub-custodian
agreement the cash and securities of the Fund will be held by the Bank which
will be authorized to use the facilities of the Depository Trust Company and the
facilities of the book-entry system of the Federal Reserve Bank with respect to
securities of the Fund held by it on behalf of SM&R for the Fund.
     

TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT

                                      52
<PAGE>
 
    
SM&R is the transfer agent and dividend-disbursing agent for the Fund, the
American National Funds Group and the SM&R Capital Funds, Inc. SM&R, as transfer
agent, issues and redeems shares of the Fund and maintains records of ownership
for the shareholders.
     

COUNSEL AND AUDITORS

The Fund's General Counsel is Greer, Herz & Adams, L.L.P. 18th Floor, One Moody
Plaza, Galveston, Texas 77550.  KPMG Peat Marwick LLP, 700 Louisiana, Houston,
Texas 77210, are the Fund's independent auditors and perform annual audits of
the Fund's financial statements.

FINANCIAL STATEMENTS
    
  Audited financial statements dated December 31, 1995 are attached as Exhibit
"1".      

                                      53
<PAGE>
 
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.  
                                         One Moody Plaza, Galveston, Texas 77550
- --------------------------------------------------------------------------------
                                   DIRECTORS
                            Ernest S. Barratt, Ph.D.
                                Robert A. Fruend
                              Brent E. Masel, M.D.
                              Lea McLeod Matthews
                              Michael W. McCroskey
                              Louis E. Pauls, Jr.
                               Carl R. Robertson

                                    OFFICERS
                        Michael W. McCroskey, President
                      Gordon D. Dixon, Vice President and
                      Portfolio Manager, Growth Portfolio
                       David Zimansky, Vice President and
                      Portfolio Manager, Managed Portfolio
                     William R. Berger, Vice President and
                     Portfolio Manager, Balanced Portfolio
                       Vera M. Young, Vice President and
                   Portfolio Manager, Money Market Portfolio
                Brenda T. Koelemay, Vice President and Treasurer
                        Emerson V. Unger, Vice President
                Teresa E. Axelson, Vice President and Secretary

                         INVESTMENT ADVISOR AND MANAGER
                    Securities Management and Research Inc.
                                One Moody Plaza
                             Galveston, Texas 77550

                                   CUSTODIAN
                              Moody National Bank
                                2302 Postoffice
                             Galveston, Texas 77550

                                 LEGAL COUNSEL
                              Greer, Herz & Adams
                                One Moody Plaza
                             Galveston, Texas 77550

                        UNDERWRITER AND REDEMPTION AGENT
                    Securities Management and Research, Inc.
                                One Moody Plaza
                             Galveston, Texas 77550

              TRANSFER AGENT, REGISTRAR AND DIVIDEND PAYING AGENT
                    Securities Management and Research, Inc.
                                One Moody Plaza
                             Galveston, Texas 77550

                              INDEPENDENT AUDITORS
                               KPMG Peat Marwick
                                  700 Louisiana
                              Houston, Texas 77002
    
   This Annual Report must be preceded or accompanied by a Prospectus of the
                  American National Investment Accounts, Inc.    
<PAGE>
 
GROWTH PORTFOLIO

AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.

This was a very good year for investors as both the fixed-income and stock
markets registered strong double-digit rates of return. These strong returns
point out the importance of investing in and staying in long-term financial
assets like stocks and bonds. Recall that 1994 was not a particularly good year
for financial assets. For example an average stock mutual fund produced a
negative 2% last year and many investors reduced their stock and bond
investments at that time in favor of safe short-term money market investments.
This "timing the market" strategy proved to be very expensive given the large
unusual returns on stocks and bonds in 1995.

In order to achieve the higher rates of returns available in the stock market
over time, you have to be invested when these large returns occur and it is
impossible to know precisely when that will happen.

The consensus outlook for the economy in 1996 is for slower growth with
inflation remaining in check. The consumer has piled on an increasing amount of
debt over the past few years and will likely curtail spending. Business capital
spending is also slowing from the torrent pace of the past few years. Monetary
and fiscal policy will capture most of the headlines due to election year
debates and posturing on those significant economic variables. As we have seen,
the financial markets react and respond with sharp price moves as they adjust to
increases or decreases in the risks associated with expected or announced
governmental actions.

The Growth Portfolio is heavily diversified with an emphasis, in general, on
companies that are exposed to growth once the economy begins to expand. Another
characteristic of the current portfolio structure is that we have not paid much
of a premium price for that growth potential. For example, the consensus long
term growth rate of the 

    
                   COMPARISON OF CHANGE IN VALUE OF $10,000 
                  INVESTMENT IN GROWTH PORTFOLIO AND S&P 500

                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 

                             Growth Portfolio            S&P 500
<S>                          <C>                         <C> 
    3/1/91                       10,000                   10,000
    1991                         11,659                   13,055
    1992                         11,310                   14,056
    1993                         12,113                   15,461
    1994                         12,951                   15,663
    1995                         16,494                   21,516
AVERAGE ANNUAL RETURN       
 FROM INCEPTION                   10.57%
1 YEAR                            27.35%
</TABLE> 
Past performance is not predictive of future performance.

     Growth Portfolio's performance figures are historical and reflect
     reinvestment of all dividends and capital gains distribution and changes in
     net asset value. All performance figures are as of December 31 for the
     applicable year. The Portfolio began operations March 1, 1991.
     
<PAGE>
 
companies in the portfolio is 86% higher than the expected growth rate of
average stock in the market, but the price paid for that superior growth
potential is only 8% higher! Our systematic and disciplined approach to
investing means that we will process information during 1996 in the same manner
as 1995 and 1994. We will continue to purchase companies that meet our specific
investment criteria, while companies that reach our predetermined price targets
and companies that no longer meet our specific investment criteria will be sold.

    
              QUARTERLY COMPARISON OF CHANGE IN VALUE OF $10,000
             INVESTMENT IN GROWTH PORTFOLIO AND LIPPER ANALYTICAL
                   AVERAGE GROWTH FUND (LAST NINE QUARTERS)


                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 
                                                      Lipper Analytical
                             Growth Portfolio         Avg. Growth Fund
<S>                          <C>                      <C> 
    9/30/93                      10,000                   10,000
   12/31/93                      10,710                   10,226
    3/31/94                      10,512                    9,875
    6/30/94                      10,611                    9,617
    9/30/94                      11,404                   10,136
   12/31/94                      11,450                   10,001
    3/31/95                      12,303                   10,739
    6/30/95                      13,042                   11,741
    9/30/95                      13,888                   12,748
   12/31/95                      14,582                   13,049
</TABLE> 
Past performance is not predictive of future performance.
     
<PAGE>
 
    
MANAGED PORTFOLIO
     

AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.

The year ended December, 1995 was an exceptional year for equity investors. The
major stock market indexes earned solid positive gains in each of the year's
four quarters, and our fund was no exception. The Standard & Poor's Index and
the Dow Jones Industrial Average Index each produced returns of more than 30%,
or three times the long-term average return of 10% for common stocks as reported
by Ibbotson Associates.

Within the equity market, the interest rate sensitive sectors like finance and
utilities were among the market's best performers for the year, with strength
also evident in healthcare and capital goods. Among the market's laggards were
the economically sensitive consumer cyclicals and basic materials. All market
sectors produced positive double digit returns for the year. Interestingly, the
technology sector, which had led the market in the first half of 1995,
dramatically underperformed in the second half, finishing sixth among the 11
Indata sectors for the full year.

Within the Managed Portfolio, our best performing sectors were technology (our
holdings up an average of 67%), healthcare (our holdings were up an average of
63%) and finance (holdings up 58%). Conversely, our consumer cyclicals, consumer
staples, and energy holdings produced the lowest returns. The Portfolio's three
best stocks were Sun Microsystems (up 157%), Gardner Denver (up 90%) and United
Healthcare (up 68%).

The returns of the Managed Portfolio are notable in that we believe that many of
our shareholders wish to view the Portfolio as less risky than other types of
stock fund portfolios. The Managed Portfolio is invested in a portfolio of
stocks and convertible securities with a higher current dividend yield than the
stock market as a whole, so that a greater portion of the securities' total
return will be more assured in the form of income with capital appreciation

    
                   COMPARISON OF CHANGE IN VALUE OF $10,000
                  INVESTMENT IN MANAGED PORTFOLIO AND S&P 500


                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 

                             Managed Portfolio           S&P 500
<S>                          <C>                         <C> 
    3/1/91                       10,000                   10,000
    1991                         11,526                   13,055
    1992                         11,174                   14,056
    1993                         12,400                   15,461
    1994                         12,566                   15,663
    1995                         16,002                   21,516
AVERAGE ANNUAL RETURN       
 FROM INCEPTION                    9.66%
1 YEAR                            27.32%
</TABLE> 
Past performance is not predictive of future performance.

Managed Portfolio's performance figures are historical and reflect reinvestment
of all dividends and capital gains distribution and changes in net asset value.
All performance figures are as of December 31 for the applicable year. The
Portfolio began operations March 1, 1991.
     
<PAGE>
 
     
being an important second consideration. It is important, therefore, that in
trying to provide for a meaningful current income to a somewhat risk adverse
investor, the Portfolio should avoid excessively speculative or overheated
issues in a volatile environment such as we experienced in 1995. This created a
particular problem in that technology stocks were among the best performers in
the stock market last year, but the fact that very few issues in that sector
meet our dividend requirements made it very difficult to participate in that
rally.

Our outlook for 1996 is for more moderate returns than experienced in 1995. The
United States economy appears sluggish, as are the economies of our major
trading partners in North America, Europe and Japan. Interest rates have been
falling around the globe and may well continue to do so as long as economies
remain weak and inflation is under control. This environment bodes well for
bonds and, if corporate earnings continue to advance, equities.      

    
The Managed Portfolio remains well diversified among sectors. We are maintaining
our systematic and disciplined search for undervalued equities. 

              QUARTERLY COMPARISON OF CHANGE IN VALUE OF $10,000
             INVESTMENT IN MANAGED PORTFOLIO AND LIPPER ANALYTICAL
                AVERAGE EQUITY INCOME FUND (LAST NINE QUARTERS)


                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 
                                                      Lipper Analytical
                             Managed Portfolio        Equity Income Fund
<S>                          <C>                      <C> 
    9/30/93                      10,000                   10,000
   12/31/93                      10,404                   10,126
    3/31/94                      10,216                    9,752
    6/30/94                      10,029                    9,764
    9/30/94                      10,591                   10,145
   12/31/94                      10,544                    9,885
    3/31/95                      11,476                   10,615
    6/30/95                      12,298                   11,317
    9/30/95                      13,012                   12,136
   12/31/95                      13,425                   12,827
</TABLE> 
Past performance is not predictive of future performance
     

                                       
<PAGE>
 
   
BALANCED PORTFOLIO
    
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.

    
1995 was a remarkable year for both the stock and bond markets and the Balanced
Portfolio participated in the good fortune. For the year the Portfolio produced
a total rate of return of 23.2% scoring positive returns in all four quarters of
1995. After outperforming the Lipper Balanced Fund Index in 1994's weak markets,
the Balanced Portfolio lagged the Lipper Benchmark by 1.4 percentage points in
1995's strong market environment. Total return is the change in value of an 
investment in the Portfolio over a given period, assuming reinvestment of any 
dividends and capital gains.
     

Within the financial markets, stocks produced returns of more than 30% in 1995
(37.4% for the Standard & Poor's 500 and 36.7% for the Dow Jones Industrials),
or three times the long-term average return for common stocks of around 10% per
year, according to Ibbotson Associates. The stellar returns from stocks
reflected a very strong bond market, which returned more than 15% for the year
(15.3% for the Lehman Intermediate Government/Corporate Index)-also about three
times the long-term average according to Ibbotson. Notwithstanding a brief back-
up in July, interest rates dropped consistently throughout the year, with the
yield on the 30-year U.S. Treasury bond falling two full percentage points from
7.9% in January to 5.9% at the end of December.

Within the equity market, the interest rate sensitive sectors like finance and
utilities were among the market's best performers for the year, with strength
also evident in healthcare and capital goods. Among the market's laggards were
the economically sensitive consumer cyclicals and basic materials. All market
sectors produced positive double digit returns for the year. Interestingly, the
technology sector, which had led the market in the first half of 1995,
dramatically underperformed in the second half, finishing sixth among the 11
Indata sectors for the full year.

    
                   COMPARISON OF CHANGE IN VALUE OF $10,000
                 INVESTMENT IN BALANCED PORTFOLIO, S&P 500 AND
                     LEHMAN INTERMEDIATE GOVT/CORP. INDEX


                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 
                                                        Lehman Intermediate
                         Balanced Portfolio S&P 500     Govt/Corp. Index
<S>                      <C>                <C>         <C> 
    3/1/91                   10,000          10,000           10,000
    1991                     11,829          13,055           11,462
    1992                     11,620          14,056           12,284
    1993                     12,152          15,461           13,365
    1994                     12,171          15,663           13,107
    1995                     14,662          21,516           15,116
AVERAGE ANNUAL RETURN   
 FROM INCEPTION                8.05%
1 YEAR                        20.45%
</TABLE> 
Past performance is not predictive of future performance.

Balanced Portfolio's performance figures are historical and reflect reinvestment
of all dividends and capital gains distribution and changes in net asset value. 
All performance figures are as of December 31 for the applicable year. The 
Portfolio began operations March 1, 1991.
     
<PAGE>
 
    
Within the Balanced Portfolio, our best performing sectors were healthcare (with
our holdings up an average of 55% for the year), finance (up 51%) and
technology, (up 43%). On the flip side, our consumer cyclicals, transportation,
and energy holdings produced the lowest returns. Our overweighted position in
healthcare benefited the Portfolio while our underweightings in the strong
performing finance and utilities sectors proved costly. The Portfolio's three
best stocks were Sun Microsystems (up 157% for the year), Bay Networks (up 109%)
and Amgen (up 101%).

Within the Fund's fixed income portfolio, our decision to lengthen maturities in
late 1994 proved beneficial in 1995's declining interest rate environment. Our
bond portfolio outperformed the broad market indices, with the best performance
coming from our longer-dated U.S. treasury and agency issues. The Fund's bond
portfolio appears to be well positioned for the slow growth, low inflationary
environment that we foresee in 1996.

The outlook for 1996 is for more moderate returns than we were fortunate to
witness in 1995. The U.S. economy appears sluggish, as are the economies of our
major trading partners in North America, Europe and Japan. Interest rates have
been falling across the globe and may well continue to do so as long as
economies remain weak and inflation is under control. This environment bodes
well for bonds and, if corporate earnings continue to advance, equities.

The Balanced Portfolio remains well diversified, with about 57% in equities, 30%
in bonds and 13% in cash. We are maintaining our systematic and disciplined
search for undervalued equities and a focus on high quality, intermediate term
bonds. 

We appreciate the confidence you have placed in us with your investment in the
Balanced Portfolio.      
   
              QUARTERLY COMPARISON OF CHANGE IN VALUE OF $10,000 
            INVESTMENT IN BALANCED PORTFOLIO AND LIPPER ANALYTICAL
                  AVERAGE BALANCED FUND (LAST NINE QUARTERS)

<TABLE> 
<CAPTION> 
                                                      Lipper Analytical Avg.
                         Balanced Portfolio               Balanced Fund
<S>                      <C>                          <C>
 9/30/93                      10,000                         10,000
12/31/93                      10,266                         10,119
 3/31/94                       9,879                          9,791
 6/30/94                       9,975                          9,679
 9/30/94                      10,363                          9,972
12/31/94                      10,282                          9,862
 3/31/95                      10,772                         10,463
 6/30/95                      11,464                         11,206
 9/30/95                      11,948                         11,826
12/31/95                      12,386                         12,326   
</TABLE> 
Past performance is not predictive of future performance.
    

                                       7
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
GROWTH PORTFOLIO

COMMON STOCK

                                            SHARES       VALUE
APPAREL, TEXTILE--1.01%
Guilford Mills, Incorporated                 1,400  $   28,525
Phillips-Van Heusen Corporation              2,000      19,750
                                                    ----------
                                                        48,275
AUTO TRUCK & PARTS MANUFACTURER--3.03%
Arvin Industries, Incorporated               1,500      24,750
Chrysler Corporation                           400      22,150
Eaton Corporation                              800      42,900
Ford Motor Company                             800      23,200
General Motors Corporation                     600      31,725
                                                    ---------- 
                                                       144,725
BANKS--2.47%
Comerica, Incorporated                         900      36,113
Morgan (J.P.) & Company                        500      40,125
NationsBank Corporation                        600      41,775
                                                    ---------- 
                                                       118,013
BEVERAGES--2.80%
Anheuser-Busch Companies, Incorporated       1,000      66,875
Cott Corporation                             2,000      11,000
PepsiCo, Incorporated                        1,000      55,875
                                                    ---------- 
                                                       133,750
BUILDING CONSTRUCTION & SUPPLIES--2.59%
Fluor Corporation                              800      52,800
Foster Wheeler Corporation                   1,000      42,500
Giant Cement Holding, Incorporated*          2,500      28,750
                                                    ----------
                                                       124,050
CHEMICALS--4.85%
Cabot Corporation                              400      21,550
Du Pont (E.I.) de Nemours & Company            600      41,925
Ethyl Corporation                            2,000      25,000
The Geon Company                             1,200      29,250
Lyondell Petrochemical Company                 400       9,150
Monsanto Company                               700      85,750
Occidental Petroleum Corporation               900      19,237
                                                    ----------
                                                       231,862
COAL, GAS, PIPE--1.84%
Sonat, Incorporated                          1,500      53,438
Tenneco, Incorporated                          700      34,737
                                                    ----------
                                                        88,175
COMPUTER SOFTWARE & SERVICES--4.52%
Bay Networks, Incorporated*                    750      30,844
BMC Software, Incorporated*                    800      34,200
General Motors Corporation (Class E)         1,000      52,000
Microtest, Incorporated*                     1,300      13,000
Newbridge Networks Corporation*                300      12,413
Sequent Computer Systems, Incorporated*      2,000      29,000
Western Digital Corporation*                 2,500      44,688
                                                    ----------  
                                                       216,145
DRUGS--8.95%
Abbott Laboratories                          1,000  $   41,750
Bristol-Myers Squibb Company                 1,000      85,875
Merck & Company, Incorporated                1,000      65,750
Pfizer, Incorporated                         1,600     100,800
Schering Plough Corporation                  1,200      65,700
Warner Lambert Company                         700      67,987
                                                    ----------
                                                       427,862
ELECTRONICS--4.30%
General Electric Company                     1,200      86,400
General Signal Corporation                   1,400      45,325
Motorola, Incorporated                       1,300      74,100
                                                    ---------- 
                                                       205,825
ENVIRONMENTAL--2.43%
Wheelabrator Technologies, Incorporated      3,000      50,250
WMX Technologies, Incorporated               2,200      65,725
                                                    ----------
                                                       115,975
EXPLORATION & DRILLING--1.11%
Noble Affiliates, Incorporated               1,000      29,875
Union Texas Petroleum Holdings,              
 Incorporated                                1,200      23,250 
                                                    ----------
                                                        53,125
FOOD PRODUCERS & RETAILERS--4.31%
Albertson's, Incorporated                    1,300      42,738
Hudson Foods, Incorporated (Class A)         3,000      51,750
McCormick & Company, Incorporated            1,300      31,362
Universal Foods Corporation                  2,000      80,250
                                                    ----------
                                                       206,100
HOSPITAL SUPPLIES & SERVICES--5.67%
Ornda Healthcorp*                            2,000      46,500
Pacificare Health Systems, Incorporated*       500      43,500
Tenet Healthcare Corporation                 4,000      83,000
United Healthcare Corporation                1,500      98,250
                                                    ----------
                                                       271,250
HOUSEHOLD FURNITURE/APPLIANCES--2.50%
Masco Corporation                            1,000      31,375
The Singer Company N.V.                      2,200      61,325
Whirlpool Corporation                          500      26,625
                                                    ---------- 
                                                       119,325
INSURANCE--1.81%
American Re Corporation                      1,100      44,963
The Paul Revere Corporation                  2,000      41,500
                                                    ----------
                                                        86,463
MEDICAL SUPPLIES & SERVICES--1.12%
Johnson & Johnson                              200      17,125
Mallinckrodt Group, Incorporated             1,000      36,375
                                                    ----------
                                                        53,500

See notes to financial statements.

                                       8
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
GROWTH PORTFOLIO, continued

COMMON STOCK

                                          SHARES       VALUE
METALS & MINING--1.93%
Cyprus Amax Minerals Company                 1,000  $   26,125
Huntco, Incorporated (Class A)               1,200      18,450
J&L Specialty Steel, Incorporated              800      15,000
Quanex Corporation                             800      15,500
Reynolds Metals Company                        300      16,987
                                                    ----------
                                                        92,062
MISCELLANEOUS--3.99%
Commercial Metals Company                      600      14,850
Dean Witter Discover and Company               400      18,800
Disney (Walt) Company                          500      29,500
Gannett Company, Incorporated                  300      18,413
Procter & Gamble Company                       600      49,800
Sturm, Ruger & Company, Incorporated           700      19,162
UST, Incorporated                            1,200      40,050
                                                    ----------
                                                       190,575
OFFICE EQUIPMENT/SERVICES--3.65%
COMPAQ Computer Corporation*                   500      24,000
Hewlett-Packard Company                        600      50,250
Sun Microsystems, Incorporated*                800      36,500
Tandem Computers, Incorporated*              6,000      63,750
                                                    ----------
                                                       174,500
OIL DOMESTIC & INTERNATIONAL--6.45%
Amoco Corporation                            1,000      71,875
Ashland Oil, Incorporated                    1,400      49,175
Chevron Corporation                          1,000      52,500
Societe Nationale Elf Aquitaine              1,300      47,775
Unocal Corporation                           3,000      87,375
                                                    ----------  
                                                       308,700
PAPER/FOREST PRODUCTS--1.81%
Louisiana-Pacific Corporation                1,000      24,250
Mead Corporation                               700      36,575
Potlatch Corporation                           200       8,000
Temple-Inland, Incorporated                    400      17,650
                                                    ---------- 
                                                        86,475
RAILROADS--2.03%
Burlington Northern, Incorporated              400      31,200
Union Pacific Corporation                    1,000      66,000
                                                    ----------
                                                        97,200
RETAIL DISCOUNT/SPECIALTY--1.07%
Price/Costco, Incorporated*                  2,500      38,125
Toys "R" Us, Incorporated*                     600      13,050
                                                    ----------
                                                        51,175
SEMICONDUCTORS--1.57%
Advanced Micro Devices, Incorporated         1,300  $   21,450
Avnet, Incorporated                          1,200      53,700
                                                    ----------
                                                        75,150
TELECOMMUNICATIONS--2.19%
AT&T Company                                 1,300      84,175
VTEL Corporation*                            1,100      20,350
                                                    ----------
                                                       104,525
TRANSPORT, TRUCKING & SHIPPING--0.98%
Arnold Industries, Incorporation               600      10,425
Covenant Transport, Incorporation              
 (Class A)*                                    700       8,400   
Greenbrier Companies, Incorporated           1,500      18,187
TNT Freightways Corporation                    500      10,063
                                                    ----------
                                                        47,075
UTILITY--ELECTRIC/TELEPHONE--1.48%
Telefonos de Mexico (Class L) ADR              500      15,937
US West, Incorporated                        1,000      35,750
US West Media Group, Incorporated*           1,000      19,000
                                                    ----------
                                                        70,687
                                                    ---------- 
                        TOTAL COMMON STOCK--82.46%     
                        (Cost $3,250,915)            3,942,544 
                                                    ----------
  
                                           FACE  
                                          AMOUNT 
COMMERCIAL PAPER                            
                                            
ELECTRIC UTILITIES--16.71%
Boston Gas Company, 6.00%, 01/19/96       $100,000      99,700
Commonwealth Edison Company, 5.95%,                            
 1/10/96                                   200,000     199,702 
Detroit Edison Company, 6.20%, 01/02/96    135,000     134,977
Pacific Gas and Electric Company,                              
 6.00%, 01//08/96                          180,000     179,790 
Pennsylvania Power and Light Company,                          
 5.95%, 01/05/96                           185,000     184,878 
                                                    ----------
                    TOTAL COMMERCIAL PAPER--16.71%                            
                    (Cost $799,047)                    799,047 
                                                    ----------
                         TOTAL INVESTMENTS--99.17%   
                                 (Cost $4,049,962)   4,741,591 
   CASH AND OTHER ASSETS, LESS LIABILITIES--0.83%       39,584
                                                    ---------- 
                                  NET ASSETS--100%  $4,781,175
                                                    ==========

ABBREVIATIONS
ADR--American Depository Receipt
*--Non-income producing securities

See notes to financial statements.

                                       9
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
MANAGED PORTFOLIO

COMMON STOCK 
                                          SHARES      VALUE
AUTO TRUCK & PARTS MANUFACTURER--1.66%
Arvin Industries, Incorporated                 800  $   13,200
Eaton Corporation                            1,000      53,625
                                                    ----------
                                                        66,825
BANKS--8.51%
Comerica, Incorporated                       2,000      80,250
Fleet Financial Group, Incorporated          1,784      72,698
Morgan (J.P.) & Company                      1,500     120,375
NationsBank Corporation                      1,000      69,625
                                                    ----------
                                                       342,948
CHEMICALS--3.87%
Ethyl Corporation                            3,000      37,500
The Geon Company                             2,000      48,750
Mississippi Chemical Corporation             3,000      69,750
                                                    ---------- 
                                                       156,000
COAL, GAS, PIPE--2.56%
Sonat, Incorporated                          1,500      53,438
Tenneco, Incorporated                        1,000      49,625
                                                    ----------
                                                       103,063
DRUGS--5.83%
Abbott Laboratories                          3,000     125,250
Schering-Plough Corporation                  2,000     109,500
                                                    ---------- 
                                                       234,750
ELECTRONICS--10.34%
Emerson Electric Company                       500      40,875
General Electric Company                     1,600     115,200
General Signal Corporation                   2,000      64,750
Honeywell, Incorporated                      2,500     121,562
Motorola, Incorporated                       1,300      74,100
                                                    ----------
                                                       416,487
FOODS PRODUCERS & RETAILERS--2.42%
Albertson's, Incorporated                    1,500      49,313
McCormick & Company, Incorporated            2,000      48,250
                                                    ---------- 
                                                        97,563
HOSPITAL SUPPLIES & SERVICES--5.77%
Columbia/HCA Healthcare Corporation          2,000     101,500
United Healthcare Corporation                2,000     131,000
                                                    ---------- 
                                                       232,500
HOUSEHOLD FURNITURE/APPLIANCES--2.24%
La-Z Boy Chair Company                       1,200      37,050
Whirlpool Corporation                        1,000      53,250
                                                    ----------
                                                        90,300
MISCELLANEOUS--12.56%
Ball Corporation                             3,000  $   82,500
Cooper Industries, Incorporated              1,000      36,750
Cyprus Amax Minerals Company                 2,000      52,250
Dean Witter Discover and Company               200       9,400
Foster Wheeler Corporation                   2,000      85,000
Guilford Mills, Incorporated                 1,000      20,375
Sturm, Ruger & Company, Incorporated         1,000      27,375
Union Pacific Corporation                    1,000      66,000
UST, Incorporated                            2,000      66,750
WMX Technologies, Incorporated               2,000      59,750
                                                    ----------
                                                       506,150
OFFICE EQUIPMENT/SERVICES--4.29%
Sun Microsystems, Incorporated*              3,000     136,875
Tandem Computers, Incorporated*              3,400      36,125
                                                    ----------
                                                       173,000
OIL DOMESTIC & INTERNATIONAL--4.31%
Societe Nationale Elf Aquitaine              1,000      36,750
Texaco, Incorporated                         1,000      78,500
Unocal Corporation                           2,000      58,250
                                                    ----------
                                                       173,500
PAPER/FOREST PRODUCTS--2.05%
Mead Corporation                             1,000      52,250
Weyerhaeuser Company                           700      30,275
                                                    ---------- 
                                                        82,525
REAL ESTATE/REITS--1.38%
CenterPoint Properties Corporation           1,800      41,625
Highwood Properties, Incorporated              500      14,125
                                                    ----------
                                                        55,750
RETAIL DISCOUNT/SPECIALTY--1.86%
Kmart, Corporation                           4,000      29,000
Price/Costco, Incorporated*                  3,000      45,750
                                                    ---------- 
                                                        74,750
SEMICONDUCTORS--3.19%
Advanced Micro Devices, Incorporated         1,000      16,500
Avnet, Incorporated                          2,500     111,875
                                                    ----------
                                                       128,375
TRUCKING & SHIPPING--0.93%
Arnold Industries, Incorporated              1,000      17,375
TNT Freightways Corporation                  1,000      20,125
                                                    ----------
                                                        37,500

See notes to financial statements.

                                      10
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
MANAGED PORTFOLIO, continued

COMMON STOCK

                                           SHARES     VALUE 
UTILITY ELECTRIC/GAS/TELEPHONE--4.17%
The Detroit Edison Company                   2,000  $   69,000
GTE Corporation                              1,000      44,000
US West, Incorporated                        1,000      35,750
US West Media Group, Incorporated*           1,000      19,000
                                                    ----------
                                                       167,750
                                                    ----------
                        TOTAL COMMON STOCK--77.94%   
                                 (Cost $2,587,967)   3,139,736 
                                                    ----------
  
PREFERRED STOCK
AUTO & TRUCK MANUFACTURER--2.82%
Ford Motor Company (Convertible)             1,200     113,700
OIL--1.17%
Ashland Oil, Incorporated (Convertible)        800      47,100
                                                    ----------        
                      TOTAL PREFERRED STOCK--3.99%     
                                   (Cost $140,637)     160,800 
                                                    ----------
                                            FACE 
                                           AMOUNT     VALUE 
COMMERCIAL PAPER                                               

ELECTRIC UTILITIES--10.72%
Detroit Edison Company, 6.20%, 01/02/96   $137,000  $  136,976
Kentucky Power Company, 5.90%, 01/04/96    101,000     100,950
Pennsylvania Power and Light Company,                          
 5.95%, 01/05/96                           194,000     193,872 
                                                    ----------
                                                       431,798
FOODS--4.73%
Conagra, Incorporated, 6.20%, 01/18/96     191,000     190,441
                                                    ----------
                    TOTAL COMMERCIAL PAPER--15.45%     
                                   (Cost $622,239)     622,239 
                                                    ----------
                         TOTAL INVESTMENTS--97.38%        
                                 (Cost $3,350,843)   3,922,775 
    CASH AND OTHER ASSETS, LESS LIABILITIES--2.62%     105,668
                                                    ---------- 
                               NET ASSETS--100.00%  $4,028,443
                                                    ==========

 
ABBREVIATIONS
ADR--American Depository Receipt
*--Non-income producing security

See notes to financial statements. 

                                      11
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
BALANCED PORTFOLIO

COMMON STOCK   

                                            SHARES     VALUE

AUTO TRUCK & PARTS MANUFACTURER--2.20%
Arvin Industries, Incorporated                 900  $   14,850
Chrysler Corporation                           200      11,075
Eaton Corporation                              300      16,088
Ford Motor Company                             400      11,600
General Motors Corporation                     400      21,150
                                                    ----------
                                                        74,763
BANKS--3.09%
Comerica, Incorporated                         600      24,075    
Morgan (J.P.) & Company                        500      40,125    
NationsBank Corporation                        300      20,888    
Norwest Corporation                            600      19,800    
                                                    ----------          
                                                       104,888    
BEVERAGES--1.61%                                                   
Cott Corporation                               800       4,400    
PepsiCo, Incorporated                          900      50,287    
                                                    ----------              
                                                        54,687    
BUILDING CONSTRUCTION & SUPPLIES--3.17%                            
Fluor Corporation                              800      52,800    
Foster Wheeler Corporation                     500      21,250    
Giant Cement Holding, Incorporated*          1,000      11,500    
Granite Construction, Incorporated             700      22,050    
                                                    ----------  
                                                       107,600
CHEMICALS--3.12%
Cabot Corporation                              300      16,162    
Du Pont (E.I.) de Nemours & Company            500      34,938    
Ethyl Corporation                            1,000      12,500    
The Geon Company                               300       7,312    
Mississippi Chemical Corporation               600      13,950    
Occidental Petroleum Corporation             1,000      21,375    
                                                    ----------
                                                       106,237
COAL, GAS, PIPE--1.11%
Sonat, Incorporated                            500      17,813    
Tenneco, Incorporated                          400      19,850    
                                                    ----------
                                                        37,663
COMPUTER SOFTWARE & SERVICES--2.28%
Bay Networks, Incorporated*                    420      17,273    
BMC Software, Incorporated*                    200       8,550    
General Motors Corporation (Class E)           500      26,000    
Sequent Computer Systems, Incorporated*        900      13,050    
Western Digital Corporation*                   700      12,512    
                                                    ----------
                                                        77,385
DRUGS--8.13%
Abbott Laboratories                          1,100      45,925    
Amgen, Incorporated*                           400      23,750    
Bristol-Myers Squibb Company                   400      34,350    
Pfizer, Incorporated                         1,000      63,000    
Schering Plough Corporation                  2,000     109,500    
                                                    ----------    
                                                       276,525
ELECTRONICS--1.07%
General Signal Corporation                     600      19,425
Motorola, Incorporated                         300      17,100
                                                    ----------
                                                        36,525
ENVIRONMENTAL--2.48%
Wheelabrator Technologies, Incorporated      1,100  $   18,425
WMX Technologies, Incorporated               2,200      65,725
                                                    ---------- 
                                                        84,150
EXPLORATION & DRILLING--0.49%
Noble Affiliates, Incorporated                 300       8,963
Union Texas Petroleum Holdings,                                
 Incorporated                                  400       7,750 
                                                    ----------
                                                        16,713
FOOD PRODUCERS & RETAILERS--2.21%
Albertson's, Incorporated                      600      19,725    
Hudson Foods, Incorporated (Class A)           600      10,350    
Ralston Purina Company                         400      24,950    
Universal Foods Corporation                    500      20,062    
                                                    ----------
                                                        75,087
HOSPITAL SUPPLIES & SERVICES--1.89%
Columbia/HCA Healthcare Corporation            200      10,150    
Ornda Healthcorp*                              500      11,625    
Pacificare Health Systems, Incorporated*       100       8,700    
Tenet Healthcare Corporation                 1,000      20,750    
United Healthcare Corporaton                   200      13,100    
                                                    ----------
                                                        64,325
HOUSEHOLD FURNITURE/APPLIANCES--1.41%
Armstrong World Industries, Incorporated       200      12,400    
La-Z Boy Chair Company                         300       9,263    
Masco Corporation                              300       9,412    
The Singer Company N.V.                        600      16,725    
                                                    ----------
                                                        47,800
MEDIA--1.00%
Disney (Walt) Company                          500      29,500
Grupo Televisa S.A                             200       4,500
                                                    ----------
                                                        34,000
MISCELLANEOUS--8.21%
AT&T Company                                   600      38,850    
Cooper Industries, Incorporated                600      22,050    
Cypress Amax Minerals Company                  500      13,062    
Dean Witter Discover and Company               200       9,400    
The Dun & Bradstreet Corporation               500      32,375    
Eastman Kodak Company                          300      20,100    
Guilford Mills, Incorporated                   800      16,300    
Johnson & Johnson                              300      25,688    
Procter & Gamble Company                       600      49,800    
Sturm, Ruger & Company, Incorporated           300       8,212    
Union Pacific Corporation                      300      19,800    
UST, Incorporated                              700      23,363    
                                                    ----------
                                                       279,000
OFFICE EQUIPMENT/SERVICES--2.23%
Hewlett-Packard Company                        400      33,500    
Sun Microsystems, Incorporated*                600      27,375    
Tandem Computers, Incorporated*              1,400      14,875    
                                                    ----------  
                                                        75,750

See notes to financial statements.

                                      12
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
BALANCED PORTFOLIO, continued

COMMON STOCK

                                           SHARES     VALUE  

OIL DOMESTIC & INTERNATIONAL--3.22%
Amoco Corporation                              200  $   14,375    
Ashland Oil, Incorporated                      500      17,563    
Chevron Corporation                            600      31,500    
Societe Nationale Elf Aquitaine                700      25,725    
Unocal Corporation                             700      20,387    
                                                    ----------
                                                       109,550
PAPER/FOREST PRODUCTS--1.27%
Louisiana-Pacific Corporation                  600      14,550    
Mead Corporation                               300      15,675    
Weyerhaeuser Company                           300      12,975    
                                                    ----------
                                                        43,200
REAL ESTATE/REITS--0.94%
Health & Rehabilitation Properties Trust     1,100      17,875    
Highwood Properties, Incorporated              500      14,125    
                                                    ---------- 
                                                        32,000
RETAIL DISCOUNT/GENERAL/SPECIALTY--1.89%
The Gap, Incorporated                          800      33,600    
Price/Costco, Incorporated*                  1,000      15,250    
Toys "R" Us, Incorporated*                     700      15,225    
                                                    ---------- 
                                                        64,075
SEMICONDUCTORS--1.51%
Advanced Micro Devices, Incorporated           400       6,600    
Avnet, Incorporated                          1,000      44,750    
                                                    ----------
                                                        51,350
TRANSPORT, TRUCKING & SHIPPING--1.03%
Arnold Industries, Incorporated                300       5,213
Covenant Transport, Incorporated
 (Class A)*                                    800       9,600
Greenbrier Companies, Incorporated             700       8,487
TNT Freightways, Corporation                   300       6,038
Transportacion Maritima Mexicana S.A de           
 C.V.*                                         700       5,862 
                                                    ----------      
                                                        35,200
UTILITY ELECTRIC/GAS/TELEPHONE--3.00%
GTE Corporation                                500      22,000
PacifiCorp                                     400       8,500
Public Service Enterprise Group,                  
 Incorporated                                  300       9,187 
Telefonos de Mexico (Class L) ADR              300       9,562
United Illuminating Company                    300      11,213
US West, Incorporated                          600      21,450
US West Media Group, Incorporated*             600      11,400
Washington Water Power Company                 500       8,750
                                                    ----------      
                                                       102,062
                                                    ----------
                        TOTAL COMMON STOCK--58.56%                
                                 (Cost $1,575,785)   1,990,535
                                                    ----------
PREFERRED STOCK                                        

COAL, GAS, PIPE--0.41%
Western Gas Resources, Incorporated                            
 (Convertible)                                 400  $   14,000 
                                                    ----------
                       TOTAL PREFERRED STOCK --41%                             
                                    (Cost $19,754)      14,000 
                                                    ----------
 
BONDS AND NOTES                           FACE AMOUNT
FEDERAL AGENCIES--25.46%
Federal Home Loan Mortgage Corporation,                           
 5.74%, 09/17/03                          $100,000      97,382 
Federal Home Loan Mortgage Corporation,                           
 7.83%, 04/13/05                           150,000     160,382    
Federal Home Loan Mortgage Corporation,                           
 Pool #540341, 9.00%, 09/01/19               8,513       8,921    
Federal Home Loan Mortgage Corporation,                           
 Pool #360100, 9.00%, 04/01/20              51,821      54,299    
Federal National Mortgage Association,                            
 7.55%, 04/22/02                            50,000      54,698    
Federal National Mortgage Association,                            
 5.78%, 09/17/03                           100,000      97,625    
Federal National Mortgage Association,                            
 7.65%, 04/29/04                            80,000      81,790    
Federal National Mortgage Association,                            
 7.55%, 06/10/04                           250,000     261,470 
Federal National Mortgage Association,                            
 7.95%, 11/25/19                            47,989      48,758 
                                                    ----------
                                                       865,325
U.S. TREASURY SECURITIES--4.51%
U S Treasury Note, 5.875%, 02/15/04        150,000     153,237
                                                    ---------- 
                     TOTAL BONDS AND NOTES--29.97%                        
                                   (Cost $966,936)   1,018,562 
                                                    ----------  
COMMERCIAL PAPER

ELECTRIC UTILITIES--9.91%
Commonwealth Edison Company, 5.95%,       
 01/10/96                                 $169,000     168,749 
Detroit Edison Company, 6.20%, 01/02/96    168,000     167,971
                                                    ---------- 
    TOTAL COMMERCIAL PAPER - 9.91% (Cost $336,720)     336,720
                                                    ----------
                         TOTAL INVESTMENTS--98.85%                            
                                 (Cost $2,899,195)   3,359,817 
    CASH AND OTHER ASSETS, LESS LIABILITIES--1.15%      39,011
                                                    ----------
                               NET ASSETS--100.00%  $3,398,828
                                                    ==========
 
ABBREVIATIONS
ADR--American Depository Receipt
*--Non-income producing securities
 
See notes to financial statements. 

                                      13
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1995
MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
                                         STATED RATE(%)  MATURITY DATE  FACE AMOUNT    VALUE
<S>                                      <C>             <C>            <C>          <C>
FEDERAL AGENCIES--
Federal Home Loan Banks                      5.64%         01/03/96     $500,000     $  499,843
Federal National Mortgage Association        5.64%         01/08/96      435,000        434,523
Federal Farm Credit Banks                    5.45%         01/11/96      100,000         99,849
Federal National Mortgage Association        5.47%         01/17/96      400,000        399,027
Federal National Mortgage Association        5.46%         01/26/96      450,000        448,294
Federal Farm Credit Banks                    5.43%         02/01/96      500,000        497,662
                                                                                      ---------
                                                  TOTAL FEDERAL AGENCIES--99.22%                                   
                                                               (COST $2,379,198)      2,379,198 
                                  CASH AND OTHER ASSETS, LESS LIABILITIES--0.78%         18,810
                                                                                     ----------
                                                             NET ASSETS--100.00%     $2,398,008
                                                                                     ========== 
See notes to financial statements.
</TABLE>

                                      14
<PAGE>
 
STATEMENTS OF ASSETS AND LIABILITIES  December 31, 1995

<TABLE>
<CAPTION>
                               GROWTH     MANAGED     BALANCED   MONEY MARKET
                             PORTFOLIO   PORTFOLIO   PORTFOLIO    PORTFOLIO
<S>                          <C>         <C>         <C>         <C>
ASSETS
Investments, at value        $4,741,591  $3,922,775  $3,359,817    $2,379,198
Cash and cash equivalents        30,751     100,549      15,556        21,050
Receivable for:
 Dividends                        6,057       8,898       3,902            --
 Interest                           107         235      14,661           274
Other assets                      7,956       2,664       9,322         1,280
                             ----------  ----------  ----------    ----------
   TOTAL ASSETS               4,786,462   4,035,121   3,403,258     2,401,802
LIABILITIES
Payable for:
 Investment advisory fee          1,995       1,668       1,431         1,013
 Service fee                        997         834         716           506
Other liabilities                 2,295       4,176       2,283         2,275
                             ----------  ----------  ----------   -----------
   TOTAL LIABILITIES              5,287       6,678       4,430         3,794
                             ----------  ----------  ----------   -----------
  Net assets at value        $4,781,175  $4,028,443  $3,398,828    $2,398,008
                             ==========  ==========  ==========    ==========
Shares outstanding            3,774,720   3,325,669   2,869,276     2,398,008
                             ==========  ==========  ==========    ==========
Net asset value per share         $1.27       $1.21       $1.18         $1.00
                             ==========  ==========  ==========    ==========

 </TABLE>

STATEMENTS OF OPERATIONS  Year Ended December 31, 1995

<TABLE>
<CAPTION>
                                           GROWTH     MANAGED   BALANCED   MONEY MARKET
                                          PORTFOLIO  PORTFOLIO  PORTFOLIO   PORTFOLIO
<S>                                       <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                  $ 77,465   $ 83,620   $ 44,438      $     --
Interest                                     32,665     35,442     78,699       138,778
                                           --------   --------   --------      --------  
TOTAL INVESTMENT INCOME                     110,130    119,062    123,137       138,778
EXPENSES
Investment advisory fee                      19,146     16,964     15,022        11,773
Service fee                                   9,573      8,482      7,511         5,886
Directors' fees and expenses                  3,592      3,592      3,592         3,592
Custodian fees                               15,052     10,508     11,829         3,767
Audit fees                                    2,875      2,875      2,875         2,875
Other                                           253        213        363           679
                                           --------   --------   --------      --------  
TOTAL EXPENSES                               50,491     42,634     41,192        28,572
LESS EXPENSES REIMBURSED                     16,798     10,885     14,016         8,001
                                           --------   --------   --------      --------
NET EXPENSES                                 33,693     31,749     27,176        20,571
                                           --------   --------   --------      --------
NET INVESTMENT INCOME                        76,437     87,313     95,961       118,207
                                           --------   --------   --------      -------- 
REALIZED AND UNREALIZED GAIN ON
 INVESTMENTS
 Net realized gain on investments           189,881    128,339     21,195            --
 Net unrealized appreciation of                                                         
  investments during the year               652,742    596,564    494,465            -- 
                                           --------   --------   ---------     --------
NET REALIZED AND UNREALIZED GAIN ON                                                     
 INVESTMENTS                                842,623    724,903    515,660            -- 
                                           --------   --------   --------      ---------
NET INCREASE IN NET ASSETS RESULTING                                                    
 FROM OPERATIONS                           $919,060   $812,216   $611,621      $118,207 
                                           ========   ========   ========      ======== 
 </TABLE>

See notes to financial statements.

                                      15
<PAGE>
 
STATEMENTS OF CHANGES IN NET ASSETS
GROWTH PORTFOLIO

                                           YEAR ENDED DECEMBER 31,
                                          ------------------------  
                                              1995         1994
                                          ----------     ---------
OPERATIONS
 Net investment income                    $   76,437   $   58,409
 Net realized gain on investments            189,881      290,171
 Net unrealized appreciation                                       
  (depreciation) of investments during
  the year                                   652,742     (151,989) 
                                          ----------   ---------- 
 Net increase in net assets resulting                             
  from operations                            919,060      196,591 
DISTRIBUTIONS TO SHAREHOLDERS
 Dividends from net investment income        (79,425)     (55,370)
 Capital gains distributions                (154,556)    (247,827)
                                          ----------   ---------- 
 Total distributions to shareholders        (233,981)    (303,197)
CAPITAL SHARE TRANSACTIONS
 Increase in net assets from capital                                           
  share transactions                       1,059,018      396,121 
                                          ----------   ----------- 
NET INCREASE IN NET ASSETS                 1,744,097      289,515
TOTAL NET ASSETS
 Beginning of year                         3,037,078    2,747,563
                                          ----------   ----------
 End of year                              $4,781,175   $3,037,078
                                          ==========   ==========
 
 MANAGED PORTFOLIO
                                          YEAR ENDED DECEMBER 31,
                                          ----------------------- 
                                             1995          1994
                                          ---------     --------- 
OPERATIONS
 Net investment income                    $   87,313   $   64,930
 Net realized gain on investments            128,339      217,579
 Net unrealized appreciation                 
  (depreciation) of investments during
  the year                                   596,564     (252,051) 
                                          ----------   ---------- 
 Net increase in net assets resulting                  
  from operations                            812,216       30,458 
DISTRIBUTIONS TO SHAREHOLDERS
 Dividends from net investment income        (88,756)     (63,164)
 Capital gains distributions                (101,791)    (245,179)
                                          ----------   ----------
 Total distributions to shareholders        (190,547)    (308,343)
CAPITAL SHARE TRANSACTIONS
 Increase in net assets from capital         
  share transactions                         611,814      337,986  
                                          ----------   ----------
NET INCREASE IN NET ASSETS                 1,233,483       60,101
TOTAL NET ASSETS
 Beginning of year                         2,794,960    2,734,859
                                          ----------   ---------- 
 End of year                              $4,028,443   $2,794,960
                                          ==========   ==========
 
See notes to financial statements. 

                                      16
<PAGE>
 
STATEMENTS OF CHANGES IN NET ASSETS
BALANCED PORTFOLIO

                                                       YEAR ENDED DECEMBER 31, 
                                                       -----------------------
                                                           1995         1994
                                                       ----------     --------
OPERATIONS
 Net investment income                                 $   95,961   $   87,240
 Net realized gain on investments                          21,195       62,628
 Net unrealized appreciation                              
  (depreciation) of investments during
  the year                                                494,465     (138,996) 
                                                       ----------   ----------
 Net increase in net assets resulting                     611,621       10,872
  from operations
DISTRIBUTIONS TO SHAREHOLDERS
 Dividends from net investment income                     (98,462)     (85,363)
 Capital gains distributions                                   --      (95,195)
                                                       ----------   ----------
 Total distributions to shareholders                      (98,462)    (180,558)
CAPITAL SHARE TRANSACTIONS
 Increase in net assets from capital                      
  share transactions                                      226,044      244,573 
                                                       ----------   ----------
NET INCREASE IN NET ASSETS                                739,203       74,887
TOTAL NET ASSETS
 Beginning of year                                      2,659,625    2,584,738
                                                       ----------   ----------
 End of year                                           $3,398,828   $2,659,625
                                                       ==========   ========== 
  
MONEY MARKET PORTFOLIO

                                                       YEAR ENDED DECEMBER 31,
                                                       ----------------------- 
                                                          1995          1994
                                                       ---------     --------- 
OPERATIONS
 Net investment income                                 $  118,207   $   74,577
DISTRIBUTIONS TO SHAREHOLDERS
 Dividends from net investment income                    (118,207)     (74,577)
CAPITAL SHARE TRANSACTIONS
 Increase in net assets from capital                      
  share transactions                                      114,303       89,891 
                                                       ----------   ----------
NET INCREASE IN NET ASSETS                                114,303       89,891
TOTAL NET ASSETS
 Beginning of year                                      2,283,705    2,193,814
                                                       ----------   ----------  
 End of year                                           $2,398,008   $2,283,705
                                                       ==========   ==========
 
See notes to financial statements.

                                      17
<PAGE>
 
FINANCIAL HIGHLIGHTS
Selected data for each share of capital stock outstanding throughout the period

GROWTH PORTFOLIO
<TABLE> 
<CAPTION> 
                                                                  YEAR ENDED DECEMBER 31,
                                                             ----------------------------------     PERIOD ENDED   
                                                             1995      1994      1993      1992   DECEMBER 31, 1991    
                                                             ----      ----      ----      ----   -----------------    
<S>                                                      <C>        <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period                     $   1.04   $  1.08   $  1.07   $  1.12    $     1.00            
Net investment income                                        0.02      0.02      0.02      0.01          0.01            
Net realized and unrealized gain (loss)                                                                                  
 on investments during the period                            0.27      0.05      0.06     (0.05)         0.12      
                                                         --------   -------   -------   -------     ---------      
Total from investment operations                             0.29      0.07      0.08     (0.04)         0.13            
Less distributions                                                                                                 
  Distributions from net investment                                                                                
   income                                                   (0.02)    (0.02)    (0.02)    (0.01)        (0.01)     
  Distributions from capital gains                          (0.04)    (0.09)    (0.05)       --            --        
                                                         --------   -------   -------   -------    ----------      
Total distributions                                         (0.06)    (0.11)    (0.07)    (0.01)        (0.01)     
                                                         --------   -------   -------   -------    ----------        
Net Asset Value, End of Period                           $   1.27   $  1.04   $  1.08   $  1.07    $     1.12        
                                                         ========   =======   =======   =======    ==========      
Total return--Variable Universal Life                      27.34 %    7.10 %    6.20 %   (3.90)%        13.50 %**   
            --Variable Annuity                             26.52 %
                                                         =======    =======   =======   =======    ==========
RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA
Net Assets, end of period (000's                                                                                         
 omitted)                                                $  4,781   $ 3,037   $ 2,748   $ 2,477    $    2,572                
Ratio of expenses to average net assets                   0.87 (1)   .90 (1)     0.91      1.38          1.50 *(1)             
Ratio of net investment income to                                           
 average net assets                                          1.99      2.04      1.65      1.35          1.89 * 
Portfolio turnover rate                                     42.06     46.18     59.55     12.56         25.30                  
</TABLE> 
                                                                   
MANAGED PORTFOLIO
<TABLE> 
<CAPTION> 
                                                                 YEAR ENDED DECEMBER 31,       
                                                         -------------------------------------        PERIOD ENDED
                                                            1995      1994      1993      1992      DECEMBER 31, 1991
                                                         --------   -------   -------   ------    ----------------------
<S>                                                      <C>        <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period                     $   1.00   $  1.11   $  1.05   $  1.10    $     1.00           
Net investment income                                        0.03      0.02      0.02      0.01          0.02           
Net realized and unrealized gain (loss)                             
 on investments during the period                            0.24        --      0.09     (0.05)         0.11 
                                                         --------   -------   -------   -------    ---------- 
Total from investment operations                             0.27      0.02      0.11     (0.04)          .13
Less distributions
  Distributions from net investment                         
   income                                                   (0.03)    (0.03)    (0.02)    (0.01)        (0.02) 
  Distributions from capital gains                          (0.03)    (0.10)    (0.03)       --         (0.01)
                                                         --------   -------   -------   -------    ----------
Total distributions                                         (0.06)    (0.13)    (0.05)    (0.01)        (0.03)
                                                         --------   -------   -------   -------    ----------
Net Asset Value End of Period                            $   1.21   $  1.00   $  1.11   $  1.05    $     1.10
                                                         ========   =======   =======   =======    ==========
Total return--Variable Universal Life                       27.33 %    0.67 %   10.00 %   (3.90)%       11.20 %**
            --Variable Annuity                              26.45 %
                                                        =========   =======   =======   =======    ==========
  
RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA 
Net Assets, end of period (000's                                                                                         
 omitted)                                                $  4,028   $ 2,795   $ 2,735   $ 2,406    $    2,303                  
Ratio of expenses to average net assets                      0.93(2)    .98(2)   1.00      1.41          1.50 *(2)             
Ratio of net investment income to average net assets         2.57      2.36      1.87      1.34          2.03 *                
Portfolio turnover rate                                     30.87     26.26     46.39      6.79         46.53                  
</TABLE>

(1)  Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement, the ratio of
     expenses to average net assets would have been 1.32% and 1.13% for the
     years ended December 31, 1995 and 1994, and 1.73% (annualized) for the
     period ended December 31, 1991.

(2)  Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement, the ratio of
     expenses to average net assets would have been 1.26% and 1.23% for the
     years ended December 31, 1995 and 1994, and 1.69% (annualized) for the
     period ended December 31, 1991.

* Ratios annualized

** Returns are not annualized

See notes to financial statements.

                                      18
<PAGE>
 
FINANCIAL HIGHLIGHTS
Selected data for each share of capital stock outstanding throughout the period
 
BALANCED PORTFOLIO

<TABLE> 
<CAPTION> 
                                                                  YEAR ENDED DECEMBER 31, 
                                                           -----------------------------------       PERIOD ENDED
                                                           1995       1994     1993       1992     DECEMBER 31, 1991
                                                           ----       ----     ----       ----     -----------------
<S>                                                      <C>        <C>        <C>      <C>        <C>
Net Asset Value, Beginning of Period                     $   0.99   $   1.06   $ 1.07   $   1.12          $     1.00
Net investment income                                        0.04       0.03     0.03       0.03                0.03
Net realized and unrealized gain (loss)                                                                              
 on investments during the period                            0.19      (0.03)    0.02      (0.05)               0.12 
                                                         --------   --------   ------   --------          ----------
 Total from investment operations                            0.23       0.00     0.05      (0.02)               0.15
Less distributions
  Distributions from investment income                      (0.04)     (0.03)   (0.03)     (0.03)              (0.03)
  Distributions from capital gains                             --      (0.04)   (0.03)        --                  --
                                                        ---------   --------   ------   --------          ----------
 Total distributions                                        (0.04)     (0.07)   (0.06)     (0.03)              (0.03)
                                                        ----------  --------   ------   --------          ----------
Net Asset Value End of Period                                1.18   $   0.99   $ 1.06   $   1.07          $     1.12
                                                        ==========  ========   ======   ========          ==========
Total return--Variable Universal Life                       20.47 %     0.26 %   3.70 %    (2.70)%             16.40 %**
            --Variable Annuity                                N/A
                                                        =========   ========   ======   ========          ========== 
RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA 
Net Assets, end of period (000's omitted)                $  3,399   $  2,660   $2,585   $  2,363          $    2,313
Ratio of expenses to average net assets                      0.90(1)    0.96(1)  1.00       1.47                1.50 *(1)
Ratio of net investment income to average net assets         3.19       3.34     2.65       2.50                3.64 *
Portfolio turnover rate                                     15.97      46.14    68.58      11.72               23.48
</TABLE> 
 
MONEY MARKET PORTFOLIO
         
<TABLE> 
<CAPTION> 
                                                                YEAR ENDED DECEMBER 31,       
                                                         -------------------------------------          PERIOD ENDED
                                                         1995        1994      1993       1992        DECEMBER 31, 1991
                                                         ----       -----     -----      -----        -----------------
<S>                                                      <C>        <C>        <C>      <C>           <C>         
Net Asset Value, Beginning of Period                     $   1.00   $   1.00   $ 1.00   $   1.00          $     1.00
Net investment income                                        0.05       0.02     0.02       0.02                0.04
                                                         --------   --------   ------   --------          ---------- 
 Total from investment operations                            0.05       0.02     0.02       0.02                0.04
Less distributions          
  Distributions from investment income                      (0.05)     (0.02)   (0.02)     (0.02)              (0.04)
                                                         --------   --------   ------   --------          ----------  
 Total distributions                                        (0.05)     (0.02)   (0.02)     (0.02)              (0.04)
                                                         --------   --------   ------   --------          ---------- 
Net Asset Value End of Period                            $   1.00   $   1.00   $ 1.00   $   1.00          $     1.00
                                                         ========   ========   ======   ========          ==========
Total return--Variable Universal Life                        4.18 %     3.31 %   2.12 %     2.17 %              3.62 %**
            --Variable Annuity                               3.43 %
                                                         ========   ========   ======   ========          ==========
RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA 
Net Assets, end of period (000's omitted)                $  2,352   $  2,284   $2,194   $  2,133          $    2,153
Ratio of expenses to average net assets                      0.87(2)    0.91(2)  0.98       1.50(2)             1.50 *(2)
Ratio of net investment income to average net assets         5.03       3.32     2.11       2.20                4.29 *
                    
</TABLE>
___________

(1)  Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement, the ratio of
     expenses to average net assets would have been 1.37% and 1.25% for the
     years ended December 31, 1995 and 1994, and 1.80% (annualized) for the
     period ended December 31, 1991.

(2)  Expenses for the calculation are net of a reimbursement from Securities
     Management and Research, Inc. Without this reimbursement, the ratio of
     expenses to average net assets would have been 1.21%, 1.14% and 1.72% for
     the years ended December 31, 1995, 1994 and 1992, and 1.81% (annualized)
     for the period ended December 31, 1991.

*  Ratios annualized

** Returns are not annualized

See notes to financial statements.

                                      19
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS  December 31, 1995
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES

The American National Investment Accounts, Inc. (the "Fund") is a diversified
open-end management investment company registered as a series fund under the
Investment Company Act of 1940, as amended. The Fund is comprised of the Growth,
Managed, Balanced and Money Market Portfolios. Operations commenced March 1,
1991.

Shares of the Fund, other than the initial capitalization, will be sold only to
separate accounts of American National Insurance Company ("American National").

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

INVESTMENT VALUATION:

GROWTH, MANAGED AND BALANCED PORTFOLIOS

Investments listed on national exchanges are valued at the last sales price of
the day, or if there were no sales, then at the last bid price. Debt obligations
that are issued or guaranteed by the U.S. Government, its agencies, authorities,
and instrumentalities are valued on the basis of prices provided by an
independent pricing service. Prices provided by the pricing service may be
determined without exclusive reliance on quoted prices, and may reflect
appropriate factors such as yield, type of issue, coupon rate, maturity and
seasoning differential. Investments for which market quotations are not readily
available are valued at fair value as determined by the Board of Directors.
Investments in commercial paper are valued at cost plus amortized discount,
which approximates market value.

MONEY MARKET PORTFOLIO

Investments are valued at amortized cost (premiums and discounts are amortized
on a straight-line basis), which has been determined by the Fund's Board of
Directors to closely approximate the fair value of such securities. The Fund
intends to maintain a continuous net asset value per share of $1.00, rounded to
the nearest cent.

INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:

Investment transactions are accounted for on the trade date (date order to buy
or sell is executed). Dividend income is recorded on the ex-dividend date.
Interest income is recorded on the accrual basis. Realized gains and losses from
security transactions are reported on the basis of specific identification for
financial reporting and federal income tax purposes.

FEDERAL INCOME TAXES:

For federal income tax purposes, each portfolio is treated as a separate entity.
The Fund intends to fulfill the applicable requirements of the Internal Revenue
Code relating to regulated investment companies and intends to distribute
substantially all of its taxable income to its shareholders. Therefore, no
provision for federal income taxes is recorded in the accompanying financial
statements.

CAPITAL STOCK TRANSACTIONS AND DISTRIBUTIONS TO SHAREHOLDERS:

Fund shares are sold in a continuous public offering at net asset value. The
Fund repurchases its shares at net asset value. Dividends and other
distributions are recorded by the Fund on the ex-dividend date and may be
reinvested at net asset value. For the Money Market Portfolio, distributions are
computed daily and distributed monthly.

EXPENSES:

Operating expenses directly attributable to a portfolio are charged to that
portfolio's operations. Expenses of the Fund which are not directly attributable
to the operations of any portfolio are prorated among all portfolios of the Fund
based on the relative net assets of each portfolio.

                                      20
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS CONTINUED
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.

NOTE 2--INVESTMENT ADVISORY AND SERVICE FEES AND OTHER TRANSACTIONS WITH
AFFILIATES

The Fund has entered into an investment advisory agreement and an administrative
service agreement with Securities Management and Research, Inc. ("SM&R"). SM&R
is a wholly-owned subsidiary of American National.

The investment advisory agreement provides SM&R with a monthly advisory fee
based on an annualized rate of 1/2 of 1% of the Fund's average daily net assets.
For its fee, SM&R will provide investment advice and, in general, will conduct
the management and investments of the Fund.

The administrative service agreement provides SM&R with a monthly service fee
based on an annualized rate of 1/4 of 1% of the Fund's average daily net assets.
For its fee, SM&R will provide certain administrative services for the Fund.

In addition to the investment advisory fee and the administrative fee, the Fund
is responsible for paying most other operating expenses including outside
directors' fees and expenses, safekeeping fees, legal fees, auditing services,
insurance, interest and miscellaneous expenses.

All offering and organization costs were paid by American National. Effective
May 1, 1994, SM&R has agreed to reimburse the Fund for expenses of any kind
(exclusive of interest, commissions and other expenses incidental to portfolio
transactions which exceed the following percentages of each portfolio's average
daily net assets:

      Growth                        .87%     
      Managed                       .93%
      Balanced                      .90%
      Money Market                  .87%
 
Prior to May 1, 1994, the reimbursement percentage was 1.50% of each portfolio's
average daily net assets.
 
As of December 31, 1995, SM&R and American National had the following ownership
 in the Portfolios:
 

                           SM&R                 American National
                  ----------------------    -------------------------    
                              Percent of                  Percent of
                               Shares                       Shares
                  Shares     Outstanding     Shares       Outstanding  
Growth            319,570       8.47%       3,455,150       91.53%
Managed           322,779       9.71%       3,002,890       90.29%
Balanced          308,156      10.74%       2,561,120       89.26%
Money Market      296,219      12.35%       2,101,789       87.65%

NOTE 3--COST, PURCHASES AND SALES OF INVESTMENTS

Investments have the same cost for tax and financial statement purposes.
Aggregate purchases and sales of investments, other than short-term notes were
as follows:
 
                                             Purchases       Sales
                Growth                      $1,871,750    $1,369,293
                Managed                      1,239,962       857,396
                Balanced                       581,584       429,919
 
Gross unrealized appreciation and depreciation as of December 31, 1995, were as
follows:
 
                                           Appreciation  Depreciation
                Growth                      $  864,776    $  173,147
                Managed                        722,140       150,208
                Balanced                       566,101       105,478

                                      21
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS CONTINUED    
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC. 

NOTE 4--CAPITAL STOCK

GROWTH PORTFOLIO

<TABLE>
<CAPTION>
                                                                   
                                                         YEAR ENDED                              YEAR ENDED             
                                                      DECEMBER 31, 1995                       DECEMBER 31, 1994         
                                             ----------------------------------      ----------------------------------      
                                                  SHARES            AMOUNT               SHARES              AMOUNT     
                                             --------------      --------------      ------------         ------------- 
<S>                                          <C>                 <C>                 <C>                 <C> 
 Sale of capital shares                             731,489         $   885,922             156,175          $  174,294
 Investment income dividends reinvested              63,539              79,425              52,733              55,370
 Distributions made from net realized                                                                                   
  gains reinvested                                  123,645             154,556             236,026             247,827 
                                                  ---------         -----------           ---------          ----------
 Subtotals                                          918,673           1,119,903             444,934             477,491
 Redemptions of capital shares                      (50,347)            (60,885)            (73,142)            (81,370)
                                                  ---------         -----------           ---------          ----------
 Net increase in capital shares                                                                                         
  outstanding                                       868,326         $ 1,059,018             371,792          $  396,121 
                                                                    ===========                              ==========
 Shares outstanding at beginning of period        2,906,394                               2,534,602
                                                  ---------                               ---------
 Shares outstanding at end of period              3,774,720                               2,906,394
                                                  =========                               =========
 The components of net assets at December 31,
  1995, are as follows: 
 Capital Stock--3,774,720 shares of $.01 par value                                     
  outstanding (15,000,000 authorized) (par and 
  additional paid-in capital)                                       $4,017,747 
 Undistributed net investment income                                      (368)
 Accumulated net realized gain on investments                           72,167
 Net unrealized appreciation of investments                            691,629
                                                                    ----------  
 Net assets                                                         $4,781,175
                                                                    ==========
</TABLE> 
MANAGED PORTFOLIO
 
<TABLE> 
<CAPTION> 

                                                         YEAR ENDED                              YEAR ENDED              
                                                      DECEMBER 31, 1995                       DECEMBER 31, 1994          
                                             ----------------------------------      ----------------------------------  
                                                  SHARES            AMOUNT               SHARES              AMOUNT      
                                             --------------      --------------      ------------         -------------  
<S>                                          <C>                 <C>                 <C>                 <C> 
 Sale of capital shares                             414,372         $   481,788              97,966          $  108,964
 Investment income dividends reinvested              73,964              88,757              63,802              63,164
 Distributions made from net realized                                                                                   
  gains reinvested                                   84,825             101,791             247,656             245,179 
                                                 ----------         -----------          ----------          ----------
 Subtotals                                          573,161             672,336             409,424             417,307
 Redemptions of capital shares                      (55,212)            (60,522)            (70,597)            (79,321)
                                                 ----------         -----------          ----------          ----------
 Net increase in capital shares                                                                                         
  outstanding                                       517,949         $   611,814             338,827          $  337,986 
                                                                    ===========                              ==========
 Shares outstanding at beginning of period        2,807,720                               2,468,893
                                                 ----------                               ---------
 Shares outstanding at end of period              3,325,669                               2,807,720
                                                 ==========                               =========
 The components of net assets at December 31,
  1995, are as follows: 
 Capital Stock--3,325,669 shares of $.01 par value                                                 
  outstanding (20,000,000 authorized) (par and
  additional paid-in capital)                                       $3,451,706 
 Undistributed net investment income                                       (30)
 Accumulated net realized gain on investments                            4,835
 Net unrealized appreciation of investments                            571,932
                                                                    ---------- 
 Net assets                                                         $4,028,443
                                                                    ==========

</TABLE> 

                                      22
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS CONTINUED    
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC. 
                  
BALANCED PORTFOLIO
<TABLE> 
<CAPTION> 
                                                         YEAR ENDED                              YEAR ENDED             
                                                      DECEMBER 31, 1995                       DECEMBER 31, 1994         
                                             ----------------------------------      ---------------------------------- 
                                                  SHARES            AMOUNT               SHARES              AMOUNT     
                                             --------------      --------------      ------------         ------------- 
 <S>                                         <C>                 <C>                 <C>                  <C>
 Sale of capital shares                             142,989         $   164,888             113,111          $  119,964
 Investment income dividends reinvested              84,157              98,463              85,363              85,364
 Distributions made from net realized                                                                                   
  gains reinvested                                       --                  --              95,195              95,195 
                                                 ----------         -----------           ---------          ----------
 Subtotals                                          227,146             263,351             293,669             300,523
 Redemptions of capital shares                      (34,940)            (37,307)            (53,094)            (55,950)
                                                 ----------         -----------           ---------          ----------
 Net increase in capital shares                                                                                         
  outstanding                                       192,206         $   226,044             240,575          $  244,573 
                                                                    ===========                              ==========
 Shares outstanding at beginning of period        2,677,070                               2,436,495
                                                -----------                              ----------
 Shares outstanding at end of period              2,869,276                               2,677,070
                                               ============                              ==========
 The components of net assets at December
  31, 1995, are as follows:                                            
 Capital Stock--2,869,276 shares of $.01 par value                                                   
  outstanding (50,000,000 authorized) (par and 
  additional paid-in capital)                                       $2,940,446 
 Undistributed net investment income                                      (618)
 Accumulated net realized gain (loss) on investments                    (1,623)
 Net unrealized appreciation of investments                            460,623
                                                                    ----------
 Net assets                                                         $3,398,828
                                                                    ==========
</TABLE> 
 
MONEY MARKET PORTFOLIO
 
<TABLE> 
<CAPTION> 
                                                         YEAR ENDED                              YEAR ENDED             
                                                      DECEMBER 31, 1995                       DECEMBER 31, 1994         
                                             ----------------------------------      ---------------------------------- 
                                                  SHARES            AMOUNT               SHARES              AMOUNT     
                                             --------------      --------------      ------------         ------------- 
<S>                                          <C>                 <C>                 <C>                  <C>
 Sale of capital shares                           1,004,957         $ 1,004,957             676,573          $  676,573
 Investment income dividends reinvested             118,207             118,207              74,577              74,577
                                                 ----------         -----------           ---------          ---------- 
 Subtotals                                        1,123,164           1,123,164             751,150             751,150
 Redemptions of capital shares                   (1,008,861)         (1,008,861)           (661,259)           (661,259)
                                                 ----------         -----------           ---------          ----------   
 Net increase in capital shares                                                                                         
  outstanding                                       114,303         $   114,303              89,891          $   89,891 
                                                                    ===========                              ==========
 Shares outstanding at beginning of period        2,283,705                               2,193,814
                                                 ----------                              ----------
 Shares outstanding at end of period              2,398,008                               2,283,705
                                                 ==========                              ==========
 The components of net assets at
  December 31, 1995, are as follows:
 Capital Stock--2,398,008 shares of $.01                                        
  par value outstanding (50,000,000 authorized) 
  (par and additional paid-in capital)                              $    36,798 
 Additional paid-in capital                                           2,361,210
                                                                    -----------
 Net assets                                                         $ 2,398,008
                                                                    ===========
 </TABLE>

                                      23
<PAGE>
 
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
American National Investment Accounts, Inc.

We have audited the accompanying statements of assets and liabilities of
American National Investment Accounts, Inc. (comprised of Growth, Managed,
Balanced and Money Market portfolios), including the schedule of investments as
of December 31, 1995, the related statements of operations for the year then
ended, the statements of changes in net assets for each of the years in the two-
year period then ended, and the financial highlights for each of the years in
the four-year period then ended, and the period March 1, 1991 (date operations
commended) through December 31, 1991. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
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 and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures include confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian. 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 provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
American National Investment Accounts, Inc. as of December 31, 1995, the results
of its operations for the year then ended and the changes in its net assets for
each of the years in the two-year period then ended and the financial highlights
for each of the years in the four-year period then ended, and the period March
1, 1991 (date operations commended) through December 31, 1991, in conformity
with generally accepted accounting principles.

                              KPMG Peat Marwick LLP

Houston, Texas
February 16, 1996

                                      24
<PAGE>
 
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<PAGE>
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
 A  N  N  U  A  L   R  E  P  O  R  T

                              American
                              National
                              Investment
                              Accounts
                              Inc.

                              . Growth Portfolio
                              . Managed Portfolio
                              . Balanced Portfolio
                              . Money Market Portfolio

                              Annual Report
                              December 31, 1995

                              Form 9429
                              Rev. 12/95

Securities Management & Research, Inc.       BULK RATE
One Moody Plaza                             U.S. POSTAGE
Galveston, TX 77550                             PAID
                                           PERMIT NO. 14
                                          GALVESTON, TEXAS
 


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