AMERICAN NATIONAL INVESTMENT ACCOUNTS INC
497J, 1997-04-28
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<PAGE>
 
 
                       [INVESTRAC GOLD LOGO APPEARS HERE]
 
 
                                          PROSPECTUS FOR
                                          AMERICAN NATIONAL
                                          INVESTMENT ACCOUNTS, INC.
 
 
                                          APRIL 30, 1997
<PAGE>
 
                                   PROSPECTUS
                             DATED: APRIL 30, 1997
                  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, 1997, 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.........................................   9
THE FUND AND ITS MANAGEMENT................................................  11
INVESTMENT MANAGEMENT ARRANGEMENTS AND EXPENSES............................  12
PURCHASE AND REDEMPTION OF SHARES..........................................  12
DETERMINATION OF NET ASSET VALUE...........................................  12
DIVIDENDS, DISTRIBUTIONS AND TAXES.........................................  13
GENERAL INFORMATION........................................................  13
</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                           .12%      .29%     (.08)%       .15%
Service Fee                             .25%      .25%      .25%        .25%
Other Expenses                          .50%      .39%      .73%        .47%
                            ---------------------------------------------------
 
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--1.25%, Managed
Portfolio--1.14%; Balanced Portfolio--1.48%, and Money Market Portfolio--
1.22%. (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 on the Financial Statements 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 included in the Statement of Additional Information.     
<TABLE>   
<CAPTION>
                                                                                    March 1, 1991
                                                                                   (date operations
                                                                                      commenced)
                                                                                       through
                                  Year Ended December 31,                            December 31,
<S>                          <C>          <C>         <C>         <C>     <C>      <C>
                             ---------------------------------------------------------------------
<CAPTION>
                              1996         1995        1994        1993    1992          1991
<S>                          <C>          <C>         <C>         <C>     <C>      <C>
                             ---------------------------------------------------------------------
Net Asset Value, Beginning
 of Period                   $ 1.27       $ 1.04      $ 1.08      $ 1.07  $ 1.12        $ 1.00
Investment income--Net         0.02         0.02        0.02        0.02    0.01          0.01
Net realized and unrealized
gain (loss) on investments
during the period              0.21         0.27        0.05        0.06   (0.05)         0.12
                             ---------------------------------------------------------------------
    TOTAL FROM INVESTMENT
     OPERATIONS                0.23         0.29        0.07        0.08   (0.04)         0.13
Less distributions
Distributions from invest-
 ment income--Net             (0.02)       (0.02)      (0.02)      (0.02)  (0.01)        (0.01)
Distributions from capital
 gains                        (0.03)       (0.04)      (0.09)      (0.05)     --            --
                             ---------------------------------------------------------------------
    TOTAL DISTRIBUTIONS       (0.05)       (0.06)      (0.11)      (0.07)  (0.01)        (0.01)
Net Asset Value, end of pe-
 riod                        $ 1.45       $ 1.27      $ 1.04      $ 1.08  $ 1.07        $ 1.12
                             =====================================================================
    TOTAL RETURN--Variable
     Universal Life           16.87%       27.34%       7.10%       6.20%  (3.90)%       13.50%**
                             =====================================================================
         --Variable Annuity   16.04%       26.52%
                             ===================
RATIOS (in
 percentages)/SUPPLEMENTAL
 DATA
Net Assets, end of period
 (000's omitted)             $7,278       $4,781      $3,037      $2,748  $2,477        $2,572
Ratio of expenses to aver-
 age net assets                0.87 (/1/)   0.87(/1/)   0.90(/1/)   0.91    1.38          1.50*(/1/)
Ratio of net investment in-
come to average net assets     1.84         1.99        2.04        1.65    1.35          1.89*
Portfolio turnover rate       21.24        42.06       46.18       59.55   12.56         25.30
Average commission rate        7.00
</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 1.25%, 1.32% and 1.13%, for
      the years ended December 31, 1996, 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 on the Financial Statements 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 included in the Statement of Additional Information.     
<TABLE>   
<CAPTION>
                                                                                    March 1, 1991
                                                                                   (date operations
                                                                                      commenced)
                                                                                       through
                                  Year Ended December 31,                            December 31,
<S>                          <C>          <C>         <C>         <C>     <C>      <C>
                             ---------------------------------------------------------------------
                               1996         1995        1994        1993    1992          1991
                             ---------------------------------------------------------------------
Net Asset Value, Beginning
 of Period                   $ 1.21       $ 1.00      $ 1.11      $ 1.05  $ 1.10        $ 1.00
Investment income--Net         0.03         0.03        0.02        0.02    0.01          0.02
Net realized and unrealized
gain (loss) on investments
during the period              0.19         0.24          --        0.09   (0.05)         0.11
                             ---------------------------------------------------------------------
    TOTAL FROM INVESTMENT
     OPERATIONS                0.22         0.27        0.02        0.11   (0.04)         0.13
Less distributions
Distributions from invest-
 ment income--Net             (0.03)       (0.03)      (0.03)      (0.02)  (0.01)        (0.02)
Distributions from capital
 gains                        (0.03)       (0.03)      (0.10)      (0.03)     --         (0.01)
                             ---------------------------------------------------------------------
    TOTAL DISTRIBUTIONS       (0.06)       (0.06)      (0.13)      (0.05)  (0.01)        (0.03)
Net Asset Value, end of pe-
 riod                        $ 1.37       $ 1.21      $ 1.00      $ 1.11  $ 1.05        $ 1.10
                             =====================================================================
    TOTAL RETURN--Variable
     Universal Life           16.63%       27.33%       0.67%      10.00%  (3.90)%       11.20%**
                             =====================================================================
         --Variable Annuity   16.18%       26.45%
                             ===================
RATIOS (in
 percentages)/SUPPLEMENTAL
 DATA
Net Assets, end of period
 (000's omitted)             $6,273       $4,028      $2,795      $2,735  $2,406        $2,303
Ratio of expenses to aver-
 age net assets                0.93 (/1/)   0.93(/1/)   0.98(/1/)   1.00    1.41          1.50*(/1/)
Ratio of net investment in-
come to average net assets     2.29         2.57        2.36        1.87    1.34          2.03*
Portfolio turnover rate       20.79        30.87       26.26       46.39    6.79         46.53
Average commission rate        7.00
</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 1.14%, 1.26% and 1.23% for
      the years ended December 31, 1996, 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 on the Financial Statements 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 included in the Statement of Additional Information.     
 
<TABLE>   
<CAPTION>
                                                                                   March 1, 1991
                                                                                  (date operations
                                                                                     commenced)
                                                                                      through
                                  Year Ended December 31,                           December 31,
<S>                          <C>         <C>         <C>         <C>     <C>      <C>
                             ---------------------------------------------------------------------
                               1996        1995        1994        1993    1992          1991
                             ---------------------------------------------------------------------
Net Asset Value, Beginning
 of Period                   $ 1.18      $ 0.99      $ 1.06      $ 1.07  $ 1.12        $ 1.00
Investment income--Net         0.04        0.04        0.03        0.03    0.03          0.03
Net realized and unrealized
gain (loss) on investments
during the period              0.10        0.19       (0.03)       0.02   (0.05)         0.12
                             --------------------------------------------------------------------
    TOTAL FROM INVESTMENT
     OPERATIONS                0.14        0.23        0.00        0.05   (0.02)         0.15
Less distributions
Distributions from invest-
 ment income--Net             (0.04)      (0.04)      (0.03)      (0.03)  (0.03)        (0.03)
Distributions from capital
 gains                        (0.01)         --       (0.04)      (0.03)     --            --
                             ---------------------------------------------------------------------
    TOTAL DISTRIBUTIONS       (0.05)      (0.04)      (0.07)      (0.06)  (0.03)        (0.03)
Net Asset Value, end of pe-
 riod                        $ 1.27      $ 1.18      $ 0.99      $ 1.06  $ 1.07        $ 1.12
                             =====================================================================
    TOTAL RETURN--Variable
     Universal Life           11.23%      20.47%       0.26%       3.70%  (2.70)%       16.40%**
                             =====================================================================
         --Variable Annuity   10.38%        N/A
                             ==================
RATIOS (in
 percentages)/SUPPLEMENTAL
 DATA
Net Assets, end of period
 (000's omitted)             $4,281      $3,399      $2,660      $2,585  $2,363        $2,313
Ratio of expenses to aver-
 age net assets                0.90(/1/)   0.90(/1/)   0.96(/1/)   1.00    1.47          1.50*(/1/)
Ratio of net investment in-
 come to average net assets    3.25        3.19        3.34        2.65    2.50          3.64*
Portfolio turnover rate       16.71       15.97       46.14       68.58   11.72         23.48
Average commission rate        7.00
</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 1.48%, 1.37% and 1.25% for
      the years ended December 31, 1996, 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 on the Financial Statements 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 included in the Statement of Additional Information.     
<TABLE>   
<CAPTION>
                                                                                       March 1, 1991
                                                                                      (date operations
                                                                                         commenced)
                                                                                          through
                                  Year Ended December 31,                               December 31,
<S>                          <C>          <C>         <C>         <C>     <C>         <C>
                             ---------------------------------------------------------------------
<CAPTION>
                              1996         1995        1994        1993    1992             1991
<S>                          <C>          <C>         <C>         <C>     <C>         <C>
                             ---------------------------------------------------------------------
Net Asset Value, Beginning
 of Period                   $ 1.00       $ 1.00      $ 1.00      $ 1.00  $ 1.00           $ 1.00
Investment income--Net         0.08         0.05        0.02        0.02    0.02             0.04
                             ---------------------------------------------------------------------
    TOTAL FROM INVESTMENT
     OPERATIONS                0.08         0.05        0.02        0.02    0.02             0.04
Less distributions
Distributions from invest-
 ment income--Net             (0.08)       (0.05)      (0.02)      (0.02)  (0.02)           (0.04)
                             ---------------------------------------------------------------------
    TOTAL DISTRIBUTIONS       (0.08)       (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           $ 1.00
                             =====================================================================
    TOTAL RETURN--Variable
     Universal Life            3.62%        4.18%       3.31%       2.12%   2.17%            3.62%**
                             ====================================================================
         --Variable Annuity    2.84%        3.43%
                             ===================
RATIOS (in
 percentages)/SUPPLEMENTAL
 DATA
Net Assets, end of period
 (000's omitted)             $2,532       $2,398      $2,284      $2,194  $2,133           $2,153
Ratio of expenses to aver-
 age net assets                0.87 (/1/)   0.87(/1/)   0.91(/1/)   0.98    1.50(/1/)        1.50*(/1/)
Ratio of net investment
income to average net
assets                         4.51         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 1.22%, 1.21%, 1.14% and
      1.72% for the years ended December 31, 1996, 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, 1996. 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.
 
                                       5
<PAGE>
 
   
GROWTH PORTFOLIO     
- --------------------------------------------------------------------------------
   
PORTFOLIO MANAGER'S DISCUSSION AND ANALYSIS--AMERICAN NATIONAL INVESTMENT
ACCOUNTS     
   
For the second consecutive year, the 1996 U.S. stock market showered equity
investors with strong absolute and relative returns. Operating with a nearly
ideal backdrop of slow, steady economic growth and continuing benign inflation,
stocks simply continued to be what the textbooks say they should be and have
always been, which is the best asset class in which to create real financial
wealth over time. The American National Investment Account's Growth Portfolio
returned 17.98% to those investors who owned the portfolio for the complete
year of 96.     
   
1996 was also a unique year. As the year began, scores of market pundits were
quite sure the equity markets simply could not continue their path upward, and
advised serious caution in the pursuit of investment return. However, history
has shown over and again that efforts to guess the near term direction of the
market are simply futile. Successful investors earn that title by dedicating
themselves and their long term financial assets to nearly lifelong exposure to
the equity markets. That is the only way to assure oneself of always capturing
elusive bull markets. You simply have to already be in the game. Investment
strategies designed to simply avoid bear markets can be expensive undertakings.
       
The financial markets spent most of 1996 seemingly playing a game that could
have been entitled, "Find the Inflation." The markets spent 1996 holding their
collective breath every time a substantial inflation indicator or meeting of
the Federal Reserve Board approached its reporting date. As soon as the markets
became convinced that inflation was going to become a concern, door number two
was opened and inflation seemed to be nowhere in sight. As it turned out,
inflation, as measured by the Consumer Price Index, advanced by 3.3% as food
and energy prices moved up sharply.     
       



     
            COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
            AMERICAN NATIONAL INVESTMENT ACCOUNTS GROWTH PORTFOLIO
                        AND STANDARD AND POORS 500
 
                       [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
 
Measurement Period           S&P               GROWTH
(Fiscal Year Covered)        500 INDEX         PORTFOLIO
- ---------------------        ---------------   ---------
<S>                          <C>               <C>
Measurement Pt-03/01/1991    $10,000.00        $10,000.00
FYE 12/31/1991               $13,055.00        $11,659.00
FYE 12/31/1992               $14,056.00        $11,310.00
FYE 12/31/1993               $15,461.00        $12,113.00
FYE 12/31/1994               $15,663.00        $12,951.00
FYE 12/31/1995               $21,516.00        $16,642.00
FYE 12/31/1996               $26,422.00        $19,634.00
</TABLE>
     

 
                                       6
<PAGE>
 
   
However, underlying price pressures eased last year for both the Producer and
Consumer Price Indexes. In the past year, the core CPI rose by only 2.6%, down
from 3% in 1995, matching the same level of 1994, which is the lowest since
1965. Regardless of the outcome, the level of uncertainty surrounding the
inflation number caused interest rates to rise, which led to only a 3.5% total
rate of return for the bellwether 30 year U.S. Treasury Bond.     
   
In great contrast to the anemic returns offered by the bond markets in 1996,
the stock market once again enjoyed a banner year. The technology sector, with
a better than 40% gain in 1996, led the bull market, with the very large tech
companies leading the way. Following technology were the finance and capital
goods sectors, both producing returns of over 29%. Stocks held by the Growth
Portfolio in the basic materials, consumer cyclical, healthcare and utility
sectors outperformed their respective sectors in the overall market. Growth
Portfolio positions held in capital goods, consumer staples, finance and
technology were drags on performance, as the overall market sectors bettered
our selections.     
   
Peering into 1997, we see the economy growing in the 2.5% to 2.8% range.
Although we see a slight decrease in capital spending in 1997, we believe
consumers will spend about 2.5% more than they did in 1996, thanks to gains in
employment, income and consumer confidence. In general, we still believe that a
good worldwide environment for financial assets exists, despite their recent
gains.     
   
On balance, we are pleased that our shareholders have enjoyed strong absolute
returns over the past three years. We are confident that our disciplined
approach to equity investing --buying undervalued companies undergoing a
positive change in fundamentals--can again outperform the market when
valuations return to more realistic levels.     


     
        QUARTERLY COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
  AMERICAN NATIONAL INVESTMENT ACCOUNTS GROWTH PORTFOLIO AND LIPPER ANALYTICAL
             AVERAGE GROWTH FUND (13 QUARTERS UNDER NEW MANAGEMENT)
 
                       [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
                                               Lipper
                                               Analytical
                                               Average
Measurement Period           Growth            Growth
(Fiscal Year Covered)        Portfolio         Fund
- ---------------------        ---------------   ---------
<S>                          <C>               <C>
Measurement Pt-09/30/1993    $10,000.00        $10,000.00
12/31/1993                   $10,710.00        $10,226.00
03/31/1994                   $10,512.00        $ 9,875.00
06/30/1994                   $10,611.00        $ 9,617.00
09/30/1994                   $11,404.00        $10,136.00
12/31/1994                   $11,450.00        $10,001.00
03/31/1995                   $12,303.00        $10,739.00
06/30/1995                   $13,043.00        $11,741.00
09/30/1995                   $13,888.00        $12,748.00
12/31/1995                   $14,581.00        $13,049.00
03/31/1996                   $15,270.00        $13,750.00
06/30/1996                   $15,729.00        $14,360.00
09/30/1996                   $16,303.00        $14,777.00
12/31/1996                   $17,203.00        $15,533.00
</TABLE>
     
 
                                       7
<PAGE>
 
   
MANAGED PORTFOLIO     
- --------------------------------------------------------------------------------
   
PORTFOLIO MANAGER'S DISCUSSION AND ANALYSIS--AMERICAN NATIONAL INVESTMENT
ACCOUNTS     
   
Sown in the fertile soil of benign inflation and low interest rates, the stock
market in 1996 once again boldly affirmed its dominance. Thus, the experience
of most stock mutual fund investors was quite positive as well. Investors in
the American National Investment Account's Managed Portfolio reaped a bountiful
harvest as well, as the portfolio returned 17.69% over 1996.     
   
While 1996 may have been the year of the Ox in China, 1996 could very well have
been dubbed the year of the large capitalization growth stock in America.
1996's market action was dominated by large, brand name companies that trade at
very high price to earnings ratios. In fact, rarely have the 100 largest of the
Standard & Poors 500 stocks so far outpaced the smallest stocks in the same
index. Additionally, the Russell 2000, a popular measure of the stock price
performance of smaller companies, only returned about 60% of what large stocks
gained over 1996.     
   
Obviously, a hallmark of the Managed Portfolio is that its assets are managed
in a very conservative way. The companies we purchase, typically, are well
established companies that pay an above market dividend. More specifically, the
goal is to purchase companies at historically reasonable valuation levels after
they have demonstrated evidence of a positive change in fundamentals. In other
words, we hope to identify improving companies before the market does, so that
valuations are favorable.     
   
Recent "momentum" strategies of investing, in which stocks are purchased on the
assumption of tremendous earnings growth rates, and dumped at the hint of
disappointment, have attracted vast sums of money, and have fueled a growth
stock environment which is in contrast to our value      


    
          COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
          AMERICAN NATIONAL INVESTMENT ACCOUNTS MANAGED PORTFOLIO
                        AND STANDARD AND POORS 500

                     [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
 
Measurement Period           S&P               MANAGED
(Fiscal Year Covered)        500 INDEX         PORTFOLIO
- ---------------------        ---------------   ---------
<S>                          <C>               <C>
Measurement Pt-03/01/1991    $10,000.00        $10,000.00
FYE 12/31/1991               $13,055.00        $11,526.00
FYE 12/31/1992               $14,056.00        $11,174.00
FYE 12/31/1993               $15,461.00        $12,400.00
FYE 12/31/1994               $15,663.00        $12,568.00
FYE 12/31/1995               $21,516.00        $15,985.00
FYE 12/31/1996               $26,422.00        $18,812.00
</TABLE>
     
 
 
                                       8
<PAGE>
 
   
based investment disciplines. In our view, paying nearly any price for earnings
growth is akin to climbing a ladder that is burning beneath you. For a while
you are going to go higher, but the higher you get, the more the foundation
beneath you is weakening. And the higher you climb, the greater the potential
for severe damage when you do fall. Like climbing a burning ladder, holding
large quantities of richly valued growth stocks can be disastrous when the
stocks begin falling short of earnings expectations. The defensive nature of
the Managed Portfolio does not permit this kind of speculation.     
   
Where did the Portfolio make money during 1996? Our decision to carry an above
market weighting in the finance sector proved to be a good one, as the finance
sector was an astounding performer in the overall market last year, with better
than a 35% return. The Portfolio's holdings in the basic materials sector,
including such companies as chemical, paper and metal producers, were also a
bright spot. Disappointing was the Portfolio's underweighting of the capital
goods and healthcare sectors, both strong performers in 1996. Also, because
many companies in the technology sector--which led the market--pay little or no
dividends, they simply do not lend themselves to the Managed Portfolio's
investment criteria.     
   
Yearly economic outlooks are beginning to seem somewhat predictable, sort of
like a trusted annual bulb that reveals itself every spring. We are continuing
our view of a slow, steadily growing economy, in the 2.5% to 2.8% range, with
inflation remaining relatively dormant. This does, by and large, represent the
consensus view of the industry. This scenario, it can be argued, combined with
healthy corporate profits, is the rich, black soil in which bull markets
thrive.     
   
Thank you for your continued confidence in the American National Investment
Account's Managed Portfolio. We will do our best to reward your trust.     


    
      QUARTERLY COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
 AMERICAN NATIONAL INVESTMENT ACCOUNTS MANAGED PORTFOLIO AND LIPPER ANALYTICAL
        AVERAGE EQUITY INCOME FUND (13 QUARTERS UNDER NEW MANAGEMENT)
 
                       [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
                                               LIPPER
                                               ANALYTICAL
                                               AVERAGE
                                               EQUITY
Measurement Period           MANAGED           INCOME
(Fiscal Year Covered)        PORTFOLIO         FUND
- ---------------------        ---------------   ----------
<S>                          <C>               <C>
Measurement Pt-09/30/1993    $10,000.00        $10,000.00
12/31/1993                   $10,404.00        $10,126.00
03/31/1994                   $10,216.00        $ 9,752.00
06/30/1994                   $10,029.00        $ 9,764.00
09/30/1994                   $10,591.00        $10,145.00
12/31/1994                   $10,544.00        $ 9,885.00
03/31/1995                   $11,476.00        $10,616.00
06/30/1995                   $12,299.00        $11,317.00
09/30/1995                   $13,013.00        $12,137.00
12/31/1995                   $13,426.00        $12,827.00
03/31/1996                   $14,092.00        $13,408.00
06/30/1996                   $14,646.00        $13,787.00
09/30/1996                   $14,979.00        $14,154.00
12/31/1996                   $15,801.00        $15,209.00
</TABLE>
     

 
                                       9
<PAGE>
 
   
BALANCED PORTFOLIO     
- --------------------------------------------------------------------------------
   
PORTFOLIO MANAGER'S DISCUSSION AND ANALYSIS--AMERICAN NATIONAL INVESTMENT
ACCOUNTS     
   
The across-the-board run-up enjoyed by the financial markets in 1995 was not to
be repeated in 1996, but the fruits borne by the markets were, at least in
part, still sweet. Stocks enjoyed strong returns for the second consecutive
year in 1996, but bonds, due to increasing interest rates, offered anemic
returns at best. Within this environment, the American National Investment
Account's Balanced Portfolio produced a total return of 12.23% for the year.
       
Balanced Portfolios always carry ample supplies of stocks, bonds and cash. They
can be thought of as the ultimate contingency plan investment, since parts of
the portfolio may react differently to the same economic environment. This was
the case in 1996. Early-year fears of robust economic growth leading to
inflation, immediately shook the bond market. Stocks, however, continued to
move higher. Diversification across the asset classes, a constant for the
Balanced Portfolio, buoyed it on the positive side of total return.     
   
In reviewing equity market action, the finance and technology sectors were the
clear leaders in 1996. These sectors benefited from continuing strong corporate
earnings, ongoing strong sector fundamentals, and strong institutional
following. Other top performing sectors included capital goods and healthcare.
Also key in 1996's stock market was size. It seemed that bigger was indeed
better last year, as the large capitalization stock indexes well outperformed
their smaller counterparts.     
   
The Balanced Portfolio greatly benefited from its above market weighting in the
strong healthcare sector. The stocks of basic materials companies and the
economically sensitive consumer cyclicals area were also key to the fund's
performance. The areas that proved costly were our underweighting      


    
           COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
          AMERICAN NATIONAL INVESTMENT ACCOUNTS BALANCED PORTFOLIO,
                           STANDARD AND POORS 500
                   AND LEHMAN INTERMEDIATE GOVT/CORP.INDEX
 
                       [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
                                                        LEHMAN                
                                                        INTERMEDIATE          
Measurement Period           S&P 500       BALANCED     GOVT/CORP.            
(Fiscal Year Covered)        INDEX         PORTFOLIO    INDEX                 
- ---------------------        ----------    ---------    ------------          
<S>                          <C>           <C>          <C>                   
Measurement Pt-03/01/1991    $10,000.00    $10,000.00   $10,000.00            
FYE 12/31/1991               $13,055.00    $11,829.00   $11,462.00            
FYE 12/31/1992               $14,056.00    $11,620.00   $12,284.00            
FYE 12/31/1993               $15,461.00    $12,152.00   $13,365.00            
FYE 12/31/1994               $15,663.00    $12,171.00   $13,107.00            
FYE 12/31/1995               $21,516.00    $14,945.00   $15,116.00            
FYE 12/31/1996               $26,422.00    $16,773.00   $15,720.00            
</TABLE>
     
 
                                       10
<PAGE>
 
   
of the finance sector, and our below market performance from the technology,
capital goods and consumer staples sector.     
   
Within the bond portion, while we generally are happy to own bonds in the five
to ten year maturity range, we took advantage of price opportunities and
lengthened maturities as long term interest rates moved above the 7%. Our
feeling that interest rates were more likely to go down than up proved to be on
track, and the Portfolio benefited from the move. In fact, the bond portion of
the Portfolio outperformed broad market indices. We are comfortable that the
fixed income portion of the Portfolio is well positioned in this slow growth,
low inflation environment that we foresee continuing.     
   
Our 1997 outlook is quite simply put more of the same. We foresee moderate
growth and benign inflation, which is generally good for financial assets. This
worldwide phenomenon of generally lower inflation and reasonable worldwide
growth rates demonstrates the truly global village in which we live. It's a
world of expanding markets, opportunity and economic possibility. We invest
with an underlying theme of tapping into this secular worldwide growth
phenomenon.     
   
On balance we are pleased that the Portfolio has demonstrated strong absolute
returns over the past three years. As we go about our business each day of
managing shareholder assets, we operate under a set of tried and true
investment disciplines that are designed to outperform the market over time. We
will continually seek to buy undervalued companies undergoing a positive change
in fundamentals. Over complete market cycles, we are convinced that our
disciplines can reward investors quite handsomely.     
   
We appreciate the confidence you have placed in us with your investment in the
American National Investment Account's Balanced Portfolio.     


    
       QUARTERLY COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
 AMERICAN NATIONAL INVESTMENT ACCOUNTS BALANCED PORTFOLIO AND LIPPER ANALYTICAL
           AVERAGE BALANCED FUND (13 QUARTERS UNDER NEW MANAGEMENT)
 
                       [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
                             LIPPER
                             ANALYTICAL
                             AVERAGE
Measurement Period           BALANCED          BALANCED
(Fiscal Year Covered)        FUND              PORTFOLIO
- ---------------------        ---------------   ---------
<S>                          <C>               <C>
Measurement Pt-09/30/1993    $10,000.00        $10,000.00
12/31/1993                   $10,119.00        $10,266.00
03/31/1994                   $ 9,791.00        $ 9,879.00
06/30/1994                   $ 9,679.00        $ 9,975.00
09/30/1994                   $ 9,972.00        $10,363.00
12/31/1994                   $ 9,862.00        $10,282.00
03/31/1995                   $10,463.00        $10,772.00
06/30/1995                   $11,206.00        $11,464.00
09/30/1995                   $11,825.00        $11,949.00
12/31/1995                   $12,325.00        $12,387.00
03/31/1996                   $12,642.00        $12,807.00
06/30/1996                   $12,944.00        $13,122.00
09/30/1996                   $13,296.00        $13,332.00
12/31/1996                   $14,006.00        $13,902.00
</TABLE>
     

 
                                       11
<PAGE>
 
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 without the approval of the
shareholders. 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.
 
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
 
                                      12
<PAGE>
 
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
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;
 
                                      13
<PAGE>
 
  (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 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.
 
                                      14
<PAGE>
 
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 DIRECTOR, SENIOR VICE PRESIDENT, AND 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.     
   
     
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 since 1987.     
 
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, 1996, the net compensation paid by each
Portfolio to SM&R, expressed as a percentage of average net assets, were as
follows: Growth Portfolio--.12%; Managed Portfolio--.29%; Balanced Portfolio--
(.08)%; and Money Market Portfolio--.15%.     
 
For information about the expenses of the Fund, see the Statement of
Additional Information.
 
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 prospectuses. 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.
       
Shares of the Fund are sold to both variable annuity and variable life
separate accounts. The offering of Fund shares to both types of accounts is
referred to as "mixed funding." It may be disadvantageous for variable annuity
separate accounts and variable life separate accounts to invest in the Fund
simultaneously. Although neither the Fund nor the life insurance company
offering the variable contracts currently foresees any material conflicts
between the variable annuity or variable life contract owners arising out of
the mixed funding, the Board of Directors of the Fund will monitor events in
order to identify any such conflicts and to determine what action, if any,
should be taken in response thereto.     
 
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
 
                                      15
<PAGE>
 
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 holidays are Good Friday, Memorial Day, Labor Day,
Thanksgiving Day and the Friday following Thanksgiving Day and New Year's Day.
For calendar year 1997, SM&R's Christmas holidays will be observed on December
24, 25 and 26.
 
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 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.
 
                                      16
<PAGE>
 
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.
 
                                       17
<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.
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. 5/97
<PAGE>
 
                      STATEMENT OF ADDITIONAL INFORMATION
    
                            Dated:  April 30, 1997     


                  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, 1997 ("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....................................         37
INVESTMENT OBJECTIVES OF EACH PORTFOLIO........................         37
INVESTMENT POLICIES OF EACH PORTFOLIO -                            
 TYPES OF SECURITIES AND RATINGS...............................         37
INVESTMENT RESTRICTIONS........................................         40
MANAGEMENT OF THE FUND.........................................         41
POLICY REGARDING PERSONAL INVESTING............................         44
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES............         45
INVESTMENT ADVISORY AND OTHER SERVICES.........................         45
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION................         47
</TABLE> 
     
                                      36
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                                              <C>
CAPITAL STOCK..................................................         48
SALE, REDEMPTION AND PRICING OF SHARES.........................         49
TAXES..........................................................         50
CALCULATION OF YIELD QUOTATIONS OF THE MONEY MARKET PORTFOLIO..         51
OTHER INFORMATION CONCERNING THE FUND..........................         52
FINANCIAL STATEMENTS OF THE FUND...............................         53
</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 ("UTMB"), GALVESTON,
TEXAS 77550-2777) Professor and Chief, Psychophysiology Laboratory, Department
of Psychiatry and Behavioral Sciences, UTMB, a medical school and hospital
system, 1962 to present; Chief, Psychology Section and Psychodiagnostic Service,
Department of Psychiatry and Behavioral Sciences, UTMB, 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
Life 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 ("UTMB"), 1978 to present; Staff Physician, St. Mary's
Hospital, Galveston, Texas, 1979 to 1996; Staff Physician, Mainland Center
Hospital, 1978 to present; Clinical Assistant Professor in Internal Medicine,
UTMB, Galveston, Texas, 1991 to present; Director SM&R Capital Funds, Inc., 1991
to present; President and Executive Administrator Transitional Learning Center,
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 SM&R Capital Funds, 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;
former Director Seal Fleet, Galveston, Texas, 1970 to 1996; Director SM&R
Capital Funds, Inc., (an affiliated mutual fund), 1994 to present.

() (1) MICHAEL W. MCCROSKEY - Director and President  (One Moody Plaza,
Galveston, Texas 77550) Director, 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;
CO-MANAGER OF MANAGED PORTFOLIO (ONE MOODY PLAZA, GALVESTON, TEXAS 77550)
Director, Senior Vice President, Chief Investment Officer of SM&R and a member
of the Investment & Executive Committees of SM&R; Vice President, Portfolio
Manager of the American National Growth Fund, Inc., Co-Manager of the American
National Income Fund, Inc., mutual funds; Former Director of Equity Strategy
Research and Trading for C&S/Soran Bank (now Nations Bank) Atlanta, Georgia.

() WILLIAM R. BERGER, C.F.A. - VICE PRESIDENT, PORTFOLIO MANAGER OF THE BALANCED
PORTFOLIO; CO-MANAGER OF MANAGED PORTFOLIO (ONE MOODY PLAZA, GALVESTON, TEXAS
77550) Vice President and Portfolio Manager for the Triflex Fund, Inc., Co-
Manager of American National Income Fund, Inc., and a member of the Equities
Investment Committee of SM&R; Assistant Vice President of Investments, American
National; 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, 1996 the Fund paid approximately $16,888 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, 1996 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.                 $4,000                        $8,000     
Lea McLeod Matthews                  $4,000                        $8,000
Michael W. McCroskey                     --                            --
Louis E. Pauls, Jr.                  $4,000                        $8,000 
Carl R. Robertson                    $1,000                        $1,000
</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, 1997, no officer or director of the Fund owned shares of the
Portfolios.

As of April 1, 1997, American National and SM&R owned 94% and 6% of the
outstanding shares of the Growth Portfolio, 93% and 7% of the outstanding shares
of the Managed Portfolio, 91% and 9% 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 American National Growth Fund, Inc. and Co-Manager of the American National
Income Fund, Inc., is also Director, Senior Vice President, Chief Investment
Officer of SM&R and a member of the investment and executive 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, 1994, 1995 and 1996, SM&R received or accrued
investment advisory fees from each Portfolio as follows: Growth Portfolio
$14,338, $19,146 and $30,323, Managed Portfolio $13,741, $16,964 and $26,036,
Balanced Portfolio $13,050, $15,022 and $19,354 and the Money Market Portfolio
$11,217, $11,773 and $12,287, 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, 1994, 1995 and 1996, SM&R received
or accrued Administrative Service Fees from each Portfolio as follows: Growth
Portfolio $7,169, $9,573 and $15,161, Managed Portfolio $6,870,     
     

                                      46
<PAGE>
 
        
$8,482 and $13,018, Balanced Portfolio $6,525, $7,511 and $9,677, and Money
Market Portfolio $5,608, $5,886 and $6,143, 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, 1994, 1995 and 1996, expense reimbursements 
made to each Portfolio were: Growth Portfolio $6,585, $16,798 and $23,213; 
Managed Portfolio $7,007, $10,885 and $10,783; and Balanced Portfolio $7,635, 
$14,016 and $22,510, respectively. Expenses reimbursements made to the Money 
Market Portfolio were $5,286, $8,001, and $8,646 for the years ended December 
31, 1994, 1995 and 1996, 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, 1994, 1995 and 1996 totaled $8,555, $11,599
and $11,495, 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, 1996 are attached as Exhibit
"1".     

                                      53
<PAGE>
 

                                  EXHIBIT "1"
 
                                 ANNUAL REPORT

Securities Management & Research, Inc.
One Moody Plaza
Galveston, TX 77550


                                        AMERICAN
                                        NATIONAL
                                        INVESTMENT
                                        ACCOUNTS
                                        INC.


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


                                          Annual Report
                                          December 31, 1996



       FIRST-CLASS MAIL                FORM 9429  
         U.S. POSTAGE                  12/96               
             PAID                                          
         PERMIT NO. 89                                     
       GALVESTON, TEXAS                                     

            
<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.

                                   OFFICERS
                        Michael W. McCroskey, President
                      Gordon D. Dixon, Vice President and
                               Portfolio Manager
                     William R. Berger, Vice President and
                               Portfolio Manager
                       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 & Research, Inc.
                                One Moody Plaza
                            Galveston, Texas 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

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

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

                             INDEPENDENT AUDITORS
                             KPMG Peat Marwick LLP
                                 700 Louisiana
                             Houston, Texas 77002


                                       1

          

<PAGE>
 
<TABLE> 
<CAPTION> 
 
STATEMENTS OF ASSETS AND LIABILITIES    December 31, 1996
- -------------------------------------------------------------------------------------------------------

                                                 GROWTH         MANAGED      BALANCED     MONEY MARKET 
                                                PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO    
<S>                                             <C>           <C>          <C>            <C> 
ASSETS
Investments in securities, at value             $7,256,064    $6,245,046    $4,225,410     $2,499,989
Cash and cash equivalents                           17,484        23,344        24,706         35,449
Receivable for:
  Dividends                                          7,952         9,116         4,003             --
  Interest                                             128         1,869        27,674            108
  Expense reimbursement                              2,774            94         1,912              8
Other assets                                           641           606           610            424
                                                ----------    ----------    ----------     ----------
                                TOTAL ASSETS     7,285,043     6,280,075     4,284,315      2,535,978
LIABILITIES
Accrued:
  Investment advisory fee                            3,074         2,643         1,820          1,065
  Service fee                                        1,537         1,322           910            532
Other liabilities                                    2,163         2,978           848          2,506
                                                ----------    ----------    ----------     ----------
                           TOTAL LIABILITIES         6,774         6,943         3,578          4,103
                                                ----------    ----------    ----------     ----------
                                  NET ASSETS    $7,278,269    $6,273,132    $4,280,737     $2,531,875
                                                ==========    ==========    ==========     ==========
SHARES OUTSTANDING                               5,009,037     4,583,281     3,377,686      2,531,875
                                                ==========    ==========    ==========     ==========
NET ASSET VALUE PER SHARE                       $     1.45    $     1.37    $     1.27     $     1.00
                                                ==========    ==========    ==========     ==========

STATEMENTS OF OPERATIONS   Year Ended December 31, 1996
- -------------------------------------------------------------------------------------------------------

                                                 GROWTH         MANAGED      BALANCED     MONEY MARKET  
                                                PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO    
INVESTMENT INCOME
Dividends                                       $   96,013    $  111,437    $   45,867             --
Interest                                            68,363        56,476       114,798     $  132,240
                                                ----------    ----------    ----------     ----------
                     TOTAL INVESTMENT INCOME       164,376       167,913       160,665        132,240

EXPENSES
Investment advisory fees                            30,323        26,036        19,354         12,287
Service fees                                        15,161        13,018         9,677          6,143
Custody and transaction
  fees                                              16,364        12,567        14,132          3,431
Directors' fees and 
  expenses                                           4,222         4,222         4,222          4,222
Professional fees                                    2,875         2,875         2,875          2,875
Registration fees                                    3,724           416         3,774            535
Insurance expenses                                   2,309           256         2,331            330
Other                                                1,083           122         1,103            155
                                                ----------    ----------    ----------     ----------
                              TOTAL EXPENSES        76,061        59,512        57,468         29,978
                    LESS EXPENSES REIMBURSED       (23,213)      (10,783)      (22,510)        (8,646)
                                                ----------    ----------    ----------     ----------
                                NET EXPENSES        52,848        48,729        34,958         21,332
                                                ----------    ----------    ----------     ----------
INVESTMENT INCOME--NET                             111,528       119,184       125,707        110,908
                                                ----------    ----------    ----------     ----------
REALIZED AND UNREALIZED 
  GAIN ON INVESTMENTS
  Net realized gain on 
    investments                                    128,233       141,375        64,625             --
  Change in unrealized
    appreciation of 
    investments for the
    year                                           802,004       591,472       234,882             --
                                                ----------    ----------    ----------     ----------
NET GAIN ON INVESTMENTS                            930,237       732,847       299,507             --
                                                ----------    ----------    ----------     ----------
NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                     $1,041,765    $  852,031    $  425,214     $  110,908
                                                ==========    ==========    ==========     ==========

</TABLE> 


See notes to financial statements.

                                      10
            
<PAGE>
 
STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
GROWTH PORTFOLIO

                                                 YEAR ENDED DECEMBER 31,
                                                --------------------------
                                                   1996            1995
                                                ----------      ----------
  INCREASE IN NET ASSETS FROM OPERATIONS
    Investment income--net                      $  111,528      $   76,437
    Net realized gain on investments               128,233         189,881
    Change in unrealized appreciation              802,004         652,742
                                                ----------      ----------
    Net increase in net assets resulting         
     from operations                             1,041,765         919,060
  DISTRIBUTIONS TO SHAREHOLDERS FROM
    Investment income--net                        (108,643)        (79,425)
    Capital gains                                 (124,776)       (154,556)
                                                ----------      ----------
    Total distributions to shareholders           (233,419)       (233,981)

  CAPITAL SHARE TRANSACTIONS--Net                1,688,748       1,059,018
                                                ----------      ----------
  TOTAL INCREASE                                 2,497,094       1,744,097
  NET ASSETS
    Beginning of year                            4,781,175       3,037,078
                                                ----------      ----------
    End of year                                 $7,278,269      $4,781,175
                                                ==========      ==========

MANAGED PORTFOLIO

                                                 YEAR ENDED DECEMBER 31,
                                                --------------------------
                                                   1996            1995
                                                ----------      ----------
  INCREASE IN NET ASSETS FROM OPERATIONS
    Investment income--net                      $  119,184      $   87,313
    Net realized gain on investments               141,375         128,339
    Change in unrealized appreciation              591,472         596,564
                                                ----------      ----------
    Net increase in net assets resulting
      from operations                              852,031         812,216
  DISTRIBUTIONS TO SHAREHOLDERS FROM
    Investment income--net                        (116,545)        (88,756)
    Capital gains                                 (120,983)       (101,791)
                                                ----------      ----------
    Total distributions to shareholders           (237,528)       (190,547)

  CAPITAL SHARE TRANSACTIONS--Net                1,630,186         611,814
                                                ----------      ----------
  TOTAL INCREASE                                 2,244,689       1,233,483
  NET ASSETS
    Beginning of year                            4,028,443       2,794,960
                                                ----------      ----------
    End of year                                 $6,273,132      $4,028,443
                                                ==========      ==========

See notes to financial statements.
     
                                      11

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

                                                 YEAR ENDED DECEMBER 31,
                                                --------------------------
                                                   1996            1995
                                                ----------      ----------
  INCREASE IN NET ASSETS FROM OPERATIONS
    Investment income--net                      $  125,707      $   95,961
    Net realized gain on investments                64,625          21,195
    Change in unrealized appreciation              234,882         494,465
                                                ----------      ----------
    Net increase in net assets resulting         
     from operations                               425,214         611,621
  DISTRIBUTIONS TO SHAREHOLDERS FROM
    Investment income--net                        (122,993)        (98,462)
    Capital gains                                  (52,838)             -- 
                                                ----------      ----------
    Total distributions to shareholders           (175,831)        (98,462)

  CAPITAL SHARE TRANSACTIONS--Net                  632,526         226,044
                                                ----------      ----------
  TOTAL INCREASE                                   881,909         739,203
  NET ASSETS
    Beginning of year                            3,398,828       2,659,625
                                                ----------      ----------
    End of year                                 $4,280,737      $3,398,828
                                                ==========      ==========

MONEY MARKET PORTFOLIO

                                                 YEAR ENDED DECEMBER 31,
                                                --------------------------
                                                   1996            1995
                                                ----------      ----------
  INCREASE IN NET ASSETS FROM OPERATIONS
    Investment income--net                      $  110,908      $  118,207
  DISTRIBUTIONS TO SHAREHOLDERS FROM
    Investment income--net                        (110,908)       (118,207)

  CAPITAL SHARE TRANSACTIONS--Net                  133,867         114,303
                                                ----------      ----------
  TOTAL INCREASE                                   133,867         114,303
  NET ASSETS
    Beginning of year                            2,398,008       2,283,705
                                                ----------      ----------
    End of year                                 $2,531,875      $2,398,008
                                                ==========      ==========

See notes to financial statements.
     
                                      12

<PAGE>
 
<TABLE> 
<CAPTION> 

FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------
Selected data for a share of capital stock outstanding throughout the period.

GROWTH PORTFOLIO

                                                                         YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------------
                                                        1996        1995        1994         1993       1992
                                                      --------    --------    --------     --------   ---------
<S>                                                   <C>         <C>         <C>          <C>          <C> 
 Net Asset Value, Beginning of Year                   $  1.27     $  1.04     $  1.08      $  1.07      $  1.12
 Investment income--net                                  0.02        0.02        0.02         0.02         0.01
 Net realized and unrealized gain                                                                   
  (loss) on investments during the year                  0.21        0.27        0.05         0.06        (0.05)
                                                      -------     -------     -------      -------      -------  
                Total from investment operations         0.23        0.29        0.07         0.08        (0.04)
 Less distributions from                                                                                         
  Investment income--net                                (0.02)      (0.02)      (0.02)       (0.02)       (0.01) 
  Capital gains                                         (0.03)      (0.04)      (0.09)       (0.05)           -  
                                                      -------     -------     -------      -------      -------  
                             Total distributions        (0.05)      (0.06)      (0.11)       (0.07)       (0.01)
                                                                                                    
 Net Asset Value, End of Year                         $  1.45     $  1.27     $  1.04      $  1.08      $  1.07
                                                      =======     =======     =======      =======      =======
 Total return--Variable Universal Life                  16.87%      27.34%       7.10%        6.20%       (3.90)%
             --Variable Annuity                         16.04%      26.52%                           
                                                      =======     =======     =======      =======      ======= 
 RATIOS (IN PERCENTAGES)/SUPPLEMENTAL                                                               
  DATA                                                                                              
 Net Assets, end of year (000's omitted)              $ 7,728     $ 4,781     $ 3,037      $ 2,748      $ 2,477 
 Ratio of expenses to average net assets                 0.87%(1)    0.87%(1)    0.90%(1)     0.91%        1.38%
 Ratio of net investment income to average               
  net assets                                             1.84%       1.99%       2.04%        1.65%        1.35%  
 Portfolio turnover rate                                21.24%      42.06%      46.18%       59.55%       12.56%
 Average commission rate                                 7.00%          -           -            -            - 

MANAGED PORTFOLIO

                                                                         YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------------
                                                        1996        1995        1994         1993       1992
                                                      --------    --------    --------     --------   --------- 

 Net Asset Value, Beginning of Year                   $  1.21     $  1.00     $  1.01      $  1.05      $  1.10
 Investment income--net                                  0.03        0.03        0.02         0.02         0.01
 Net realized and unrealized gain (loss)
  on investments during the year                         0.19        0.24           -         0.09        (0.05)
                                                      -------     -------     -------      -------      -------  
                Total from investment operations         0.22        0.27        0.02         0.11        (0.04) 

 Less distributions from                                 
  Investments income--net                               (0.03)      (0.03)      (0.03)       (0.02)       (0.01)
  Capital gains                                         (0.03)      (0.03)      (0.10)       (0.03)           -
                                                      -------     -------     -------      -------      -------  
                             Total distributions        (0.06)      (0.06)      (0.13)       (0.05)       (0.01)
                                                      -------     -------     -------      -------      -------  
 Net Asset Value, End of Year                         $  1.37     $  1.21     $  1.00      $  1.11      $  1.05
                                                      =======     =======     =======      =======      =======
 Total return--Variable Universal Life                  16.63%      27.33%       0.67%       10.00%       (3.90)%
             --Variable Annuity                         16.18%      26.45%
                                                      =======     =======     =======      =======      =======
 RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA
 Net Assets, end of year (000's omitted)              $ 6,273     $ 4,028     $ 2,795      $ 2,735      $ 2,406
 Ratio of expenses to average net assets                 0.93%(2)    0.93%(2)    0.98%(2)     1.00%        1.41%
 Ratio of net investment income to average
  net assets                                             2.29%       2.57%       2.36%        1.87%        1.34%
 Portfolio turnover rate                                20.79%      30.87%      26.26%       46.39%        6.79%
 Average commission rate                                 7.00%          -           -            -            - 

(1) Expenses for the calculation are net of a reimbursement from Securities Management & Research, Inc. Without this reimbursement,
    the ratio of expenses to average net assets would have been 1.25%, 1.32% and 1.13% for the years ended December 31, 1996, 1995
    and 1994, respectively.

(2) Expenses for the calculation are net of a reimbursement from Securities Management & Research, Inc. Without this reimbursement,
    the ratio of expenses to average net assets would have been 1.14%, 1.26% and 1.23% for the years ended December 31, 1996, 1995
    and 1994, respectively.

</TABLE> 


See notes to financial statements.

                                      13
     
 
<PAGE>
 
<TABLE> 
<CAPTION> 

FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------
Selected data for a share of capital stock outstanding throughout the period.

BALANCED PORTFOLIO

                                                                         YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------------
                                                        1996        1995        1994         1993       1992
                                                      --------    --------    --------     --------   ---------
<S>                                                   <C>         <C>         <C>          <C>          <C> 
 Net Asset Value, Beginning of Year                   $  1.18     $  0.99     $  1.06      $  1.07      $  1.12
 Investment income--net                                  0.04        0.04        0.03         0.03         0.03
 Net realized and unrealized gain                                                                   
  (loss) on investments during the year                  0.10        0.19        0.03         0.02        (0.05)
                                                      -------     -------     -------      -------      -------  
                Total from investment operations         0.14        0.23        0.00         0.05        (0.02)
 Less distributions from                                                                                         
  Investment income--net                                (0.04)      (0.04)      (0.03)       (0.03)       (0.03) 
  Capital gains                                         (0.01)          -       (0.04)       (0.03)           -  
                                                      -------     -------     -------      -------      -------  
                             Total distributions        (0.05)      (0.04)      (0.07)       (0.06)       (0.03)
                                                                                                    
 Net Asset Value, End of Year                         $  1.27     $  1.18     $  1.99      $  1.06      $  1.07
                                                      =======     =======     =======      =======      =======
 Total return--Variable Universal Life                  11.23%      20.47%       0.26%        3.70%       (2.70)%
             --Variable Annuity                         10.38%        N/A                            
                                                      =======     =======     =======      =======      ======= 
 RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA                             
 Net Assets, end of year (000's omitted)              $ 4,281     $ 3,399     $ 2,660      $ 2,585      $ 2,363 
 Ratio of expenses to average net assets                 0.90%(1)    0.90%(1)    0.96%(1)     1.00%        1.47%
 Ratio of net investment income to average               
  net assets                                             32.5%       3.19%       3.34%        2.65%        2.50%  
 Portfolio turnover rate                                16.71%      15.97%      46.14%       68.58%       11.72%
 Average commission rate                                 7.00%          -           -            -            - 

MONEY MARKET PORTFOLIO

                                                                         YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------------
                                                        1996        1995        1994         1993       1992
                                                      --------    --------    --------     --------   --------- 

 Net Asset Value, Beginning of Year                   $  1.00     $  1.00     $  1.01      $  1.00      $  1.00
 Investment income--net                                  0.08        0.05        0.02         0.02         0.02
                                                      -------     -------     -------      -------      -------  
                Total from investment operations         0.08        0.05        0.02         0.02         0.02  

 Less distributions from                                 
  Investments income--net                               (0.08)      (0.05)      (0.02)       (0.02)       (0.02)
                                                      -------     -------     -------      -------      -------  
                             Total distributions        (0.08)      (0.05)      (0.02)       (0.02)       (0.02)
                                                      -------     -------     -------      -------      -------  
 Net Asset Value, End of Year                         $  1.00     $  1.00     $  1.00      $  1.00      $  1.00
                                                      =======     =======     =======      =======      =======
 Total return--Variable Universal Life                   3.62%       4.18%       3.31%        2.12%        2.17% 
             --Variable Annuity                          2.84%       3.43%
                                                      =======     =======     =======      =======      =======
 RATIOS (IN PERCENTAGES)/SUPPLEMENTAL DATA
 Net Assets, end of year (000's omitted)              $ 2,532     $ 2,398     $ 2,284      $ 2,194      $ 2,133
 Ratio of expenses to average net assets                 0.87%(2)    0.87%(2)    0.91%(2)     0.98%        1.50%(2)
 Ratio of net investment income to average
  net assets                                             4.51%       5.03%       3.32%        2.11%        2.20%

(1) Expenses for the calculation are net of a reimbursement from Securities Management & Research, Inc. Without this reimbursement,
    the ratio of expenses to average net assets would have been 1.48%, 1.37% and 1.25% for the years ended December 31, 1996, 1995
    and 1994, respectively.

(2) Expenses for the calculation are net of a reimbursement from Securities Management & Research, Inc. Without this reimbursement,
    the ratio of expenses to average net assets would have been 1.22%, 1.21% ,1.14% and 1.72% for the years ended December 31, 1996,
    1995 and 1994, respectively.

</TABLE> 


See notes to financial statements.

                                      14
     
 

<PAGE>
 
    
NOTES TO FINANCIAL STATEMENTS December 31, 1996
- --------------------------------------------------------------------------------
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 VALUATIONS:

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. Securities for which market quotations are not readily 
available are valued as determined by the Board of Directors. Commerical paper
is stated at amortized cost, which is equivalent to fair 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 recognized on the ex-dividend date, and
interest income is recognized on a accrual basis. Realized gains and losses from
security transactions are reported on the basis of identified cost 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 comply with 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 int he 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.


                                      15
     


<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 service 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 of the operating expenses including outside 
director's 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        0.87%
        Managed       0.93%
        Balanced      0.90%
        Money Market  0.87%

Prior to May 1, 1994 the reimbursement percentage was 1.50% of each portfolio's 
average daily net assets. As of December 31, 1996, SM&R and American National 
had the following ownership in the Portfolio.

                                     SM&R                 AMERICAN NATIONAL
                         --------------------------  ---------------------------
                                  PERCENT OF SHARES            PERCENT OF SHARES
                         SHARES     OUTSTANDING       SHARES       OUTSTANDING
                  
        Growth           330,225       6.59%         4,678,812        93.41%
        Managed          335,504       7.32%         4,247,777        92.68%
        Balanced         321,337       9.51%         3,056,349        90.49%
        Money Market     307,462      12.14%         2,224,413        87.86%
     

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 commercial paper, were 
as follows:

                                         Purchases          Sales
                Growth                   $1,579,194       $1,020,587
                Managed                  $1,512,378       $  881,911
                Balanced                 $1,006,084       $  564,422

Gross unrealized appreciation and depreciation as of December 31, 1996, were as 
follows:

                                        Appreciation      Depreciation
                Growth                   $1,584,141          $90,508    
                Managed                  $1,255,868          $92,464
                Balanced                 $  745,104          $49,599


                                      16

     

<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, 1996                DECEMBER 31, 1995 
                                                           -----------------------           ----------------------
                                                             SHARES        AMOUNT              SHARES      AMOUNT
                                                           ----------     ---------          ----------  ----------
<S>                                                        <C>            <C>                <C>         <C>  
Sale of capital shares                                     1,338,609      $1,817,688           731,489    $  885,992
Investment income dividends reinvested                        74,927         108,643            63,539        79,425
Distributions made from net realized gains reinvested         86,052         124,776           123,645       154,556
                                                          ----------      ----------        ----------    ----------
Subtotals                                                  1,499,588       2,051,107           918,673     1,119,903
Redemptions of capital shares                               (265,271)       (362,359)          (50,347)      (60,885)
                                                          ----------      ----------        ----------    ----------
Net increase in capital shares outstanding                 1,234,317      $1,688,748           868,326    $1,059,018
                                                                          ==========                      ==========
Shares outstanding at beginning of year                    3,774,720                         2,096,394
                                                          ----------                        ----------    
Shares outstanding at end of year                          5,009,037                         3,774,720
                                                          ==========                        ==========
The components of net assets at December 31, 1996 are as
 follows:
Capital Stock--5,009,037 shares of $.01 par value 
 outstanding (15,000,000 authorized)(par and additional
 paid-in capital)                                                         $5,706,495
Undistributed net investment income                                            2,517
Accumulated net realized gain on investments                                  75,624
Net unrealized appreciation of investments                                 1,493,633
                                                                          ----------
Net assets                                                                $7,278,269
                                                                          ==========

MANAGED PORTFOLIO

                                                                 YEAR ENDED                       YEAR ENDED
                                                              DECEMBER 31, 1996                DECEMBER 31, 1995 
                                                           -----------------------           ----------------------
                                                             SHARES        AMOUNT              SHARES      AMOUNT
                                                           ----------     ---------          ----------  ----------
Sale of capital shares                                     1,283,565      $1,643,869           414,372    $  481,788
Investment income dividends reinvested                        85,070         116,545            73,964        88,757
Distributions made from net realized gains reinvested         88,309         120,983           84,8255       101,791
                                                          ----------      ----------        ----------    ----------
Subtotals                                                  1,456,944       1,881,397           573,161       672,336
Redemptions of capital shares                               (199,332)       (251,211)          (55,212)      (60,522)
                                                          ----------      ----------        ----------    ----------
Net increase in capital shares outstanding                 1,257,612      $1,630,186           517,949    $  611,814
                                                                          ==========                      ==========
Shares outstanding at beginning of year                    3,325,669                         2,807,720
                                                          ----------                        ----------
Shares outstanding at end of year                          4,583,281                         3,325,559
                                                          ==========                        ==========
The components of net assets at December 31, 1996 as
 follows:
Capital Stock--4,583,281 shares of $.01 par value 
 outstanding (20,000,000 authorized)(par and additional
 paid-in capital)                                                         $5,081,892
Undistributed net investment income                                            2,609
Accumulated net realized gain on investments                                  25,227
Net unrealized appreciation of investments                                 1,163,404
                                                                          ----------
Net assets                                                                $6,273,132
                                                                          ==========

</TABLE> 
     
                                      17
<PAGE>
 
    


NOTES TO FINANCIAL STATEMENTS CONTINUED
- --------------------------------------------------------------------------------
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.

NOTE 4 - CAPITAL STOCK

BALANCED PORTFOLIO

<TABLE> 
<CAPTION> 


                                                                 YEAR ENDED                       YEAR ENDED
                                                              DECEMBER 31, 1996                DECEMBER 31, 1995 
                                                           -----------------------           ----------------------
                                                             SHARES        AMOUNT              SHARES      AMOUNT
                                                           ----------     ---------          ----------  ----------
<S>                                                        <C>            <C>                <C>         <C>  
Sale of capital shares                                       506,269      $  627,841           421,989    $  164,888
Investment income dividends reinvested                        96,844         122,992            84,157        98,463
Distributions made from net realized gains reinvested         41,605         52,8386                 -             -
                                                          ----------      ----------        ----------    ----------
Subtotals                                                    644,718         803,671           227,146       263,351
Redemptions of capital shares                               (136,308)       (171,145)          (34,940)      (37,307)
                                                          ----------      ----------        ----------    ----------
Net increase in capital shares outstanding                   508,410      $  632,526           192,206    $  226,044
                                                                          ==========                      ==========
Shares outstanding at beginning of year                    3,869,276                         2,677,070
                                                          ----------                        ----------    
Shares outstanding at end of year                          3,377,686                         2,869,276
                                                          ==========                        ==========
The components of net assets at December 31, 1996 as
 follows:
Capital Stock--3,377,667 shares of $.01 par value 
 outstanding (15,000,000 authorized)(par and additional
 paid-in capital)                                                         $3,572,972
Undistributed net investment income                                            2,096
Accumulated net realized gain on investments                                  10,164
Net unrealized appreciation of investments                                   695,505
                                                                          ----------
Net assets                                                                $4,280,737
                                                                          ==========

MONEY MARKET PORTFOLIO

                                                                 YEAR ENDED                       YEAR ENDED
                                                              DECEMBER 31, 1996                DECEMBER 31, 1995 
                                                           -----------------------           ----------------------
                                                             SHARES        AMOUNT              SHARES      AMOUNT
                                                           ----------     ---------          ----------  ----------
Sale of capital shares                                        49,329      $   49,329         1,004,957    $1,004,957
Investment income dividends reinvested                       110,908         110,908           118,207       118,207
                                                          ----------      ----------        ----------    ----------
Subtotals                                                    160,237         160,237         1,123,164     1,123,164
Redemptions of capital shares                                (26,370)        (26,370)       (1,008,861)   (1,008,861)
                                                          ----------      ----------        ----------    ----------
Net increase in capital shares outstanding                   133,867      $  133,867           114,303    $  114,303
                                                                          ==========                      ==========
Shares outstanding at beginning of year                    2,398,008                         2,283,705
                                                          ----------                        ----------
Shares outstanding at end of year                          2,531,875                         2,398,008
                                                          ==========                        ==========
The components of net assets at December 31, 1996 as
 follows:
Capital Stock--2,531,875 shares of $.01 par value 
 outstanding (50,000,000 authorized)(par and additional
 paid-in capital)                                                         $2,531,875
                                                                          ----------
Net assets                                                                $2,531,875
                                                                          ==========

</TABLE> 


                                      18


     

<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, 1996, 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 five-year period then ended. These financial statement 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 included confirmation of securities owned as of 
December 31, 1996, 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 provide 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, 1996, 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 five-year period then ended, in
conformity with generally accepted accounting principles.


                                                KPMG Peat Marwick LLP

Houston, Texas
February 7, 1997
     


                                      19


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