SAGE LIFE INVESTMENT TRUST, N-1A, 1998-01-30

SAGE LIFE INVESTMENT TRUST
N-1A, 1998-01-30

Previous: SAGE LIFE INVESTMENT TRUST, N-8A, 1998-01-30

Next: EVERGREEN FIXED INCOME TRUST /DE/, 497, 1998-01-30

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X]
---

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. ____ [ ]

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X ]
Amendment No. ____ [ ]
SAGE LIFE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)

ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (617) 573-1556

Name and Address of Agent for Service: Copies to:
Julie A. Tedesco, Esq. Kimberly J. Smith, Esq.
First Data Investor Services Group, Inc. Sutherland, Asbill & Brennan LLP
One Exchange Place 1275 Pennsylvania Avenue, N.W.
Boston, Massachusetts 02109 Washington, D.C. 20004-2404

Approximate Date of Proposed Public Offering
As soon as practicable after the effective date of the Registration Statement.

It is proposed that this filing will become effective: [__]immediately
upon filing pursuant to paragraph (b), or [ ]on (______), 1998
pursuant to paragraph (b) [__]60 days after filing pursuant to
paragraph (a)(i), or [__]on (______ ) pursuant to paragraph (a)(i) [
]75 days after filing pursuant to paragraph (a)(ii) [__]on (_______)
pursuant to paragraph (a)(ii) of Rule 485

Pursuant to Section 24(f) and Rule 24f-2 under the Investment Company Act
of 1940, as amended, the Registrant has registered an indefinite number of
shares of beneficial interest under the Securities Act of 1933, as amended. The
Registrant will file the Notice required by Rule 24f-2 within 90 days after the
close of the Registrant's fiscal year.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

SAGE LIFE INVESTMENT TRUST
FORM N-1A
Part A
CROSS REFERENCE SHEET

Item No. Caption

Item 1. Cover Page......................... Cover Page

Item 2. Synopsis............................Not Applicable

Item 3. Condensed Financial Information.....Not Applicable

Item 4. General Description of Registrant...The Funds; Who May
Want to Invest; Investment
Principles and Risks;
Investment Objectives and
Policies

Item 5. Management of the Fund.......... Management of the Trust;
Shareholder and Account
Policies

Item 5A. Management's Discussion of
Fund Performance............... Not Applicable

Item 6. Capital Stock and Other Securities... Dividends, Distributions and
Taxes

Item 7. Purchase of Securities Being Offered..Net Asset Value; Purchase
and Redemption of Shares

Item 8. Redemption or Repurchase............Purchase and Redemption of
Shares

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

SAGE LIFE INVESTMENT TRUST
FORM N-1A
Part B
CROSS REFERENCE SHEET
Item No. Caption

Item 10. Cover Page........................ Cover Page

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

Item 12. General Information and History Not Applicable

Item 13. Investment Objectives and Policies....Investment Restrictions,
RiskFactors and Certain
Securities and Investment
Practices

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

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

Item 16. Investment Advisory and
Other Services..............Management of the Trust

Item 17. Brokerage Allocation and
Other Practices....... Investment Restrictions;Risk
Factors and Certain Securities
and Investment Practices;
Determination of Net Asset value;
Portfolio Transactions
and Brokerage
Item 18. Capital Stock and Other Securities.Investment Restrictions;Risk
Factors and Certain Securities
and Investment Practices
Item 19. Purchase, Redemption and
Pricing of Securities Being Offered...Determination of Net
Asset Vale

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

Item 21. Underwriters..........................Determination of Net
Asset Value

Item 22. Calculation of Performance Data.... Performance Information

Item 23. Financial Statements..................Not Applicable

<PAGE>

PROSPECTUS
for

EAFE Equity Index Fund
Russell 2000 Equity Index Fund
S&P 500 Equity Index Fund
Money Market Fund

dated [ _____ , 1998]

This Prospectus offers shares of the EAFE Equity Index Fund, the Russell 2000
Equity Index Fund and the S&P 500 Equity Index Fund (collectively, the "Index
Funds") and the Money Market Fund (together with the Index Funds, the "Funds"
and individually, each a "Fund"), all series of Sage Life Investment Trust (the
"Trust"), which is an open-end management investment company currently offering
these four series. Shares of the Funds are available through the purchase of
certain variable annuity and variable life insurance contracts (the
"Contract(s)") issued by various insurance companies (each an "Insurer" and
collectively, the "Insurers") and are offered to various pension and
profit-sharing plans ("Retirement Plans").

The EAFE Equity Index Fund (the "EAFE Fund") seeks to replicate as closely as
possible the performance of the Morgan Stanley Capital International Europe,
Australasia, Far East Index (the "EAFE Index") before the deduction of Fund
expenses (the "Fund Expenses"). Special risks are associated with investments in
foreign securities, including currency, political and economic, regulatory and
market risks.

The Russell 2000 Equity Index Fund (the "Russell 2000 Fund") seeks to replicate
as closely as possible the performance of the Russell 2000 Small Stock Index
(the "Russell 2000 Index") before the deduction of Fund Expenses. Special risks
are associated with investing in small-capitalization stocks.

The S&P 500 Equity Index Fund (the "S&P 500 Fund") seeks to replicate as closely
as possible the performance of the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500 Index") before the deduction of Fund Expenses.

The Money Market Fund seeks to provide high current income consistent with the
preservation of capital and liquidity. Although the Fund seeks to maintain a
constant net asset value of $1.00 per share, there can be no assurance that the
Fund can do so on a continuous basis. An investment in the Fund is not
guaranteed.

Sage Advisors, Inc. ("Sage" or the "Manager") is the investment manager of the
Funds. State Street Global Advisors is the investment adviser to the Index Funds
and [___________________________] is the investment adviser to the Money Market
Fund (the "Money Market Adviser" and together with State Street Global Advisors,
the "Advisers").

Please read this Prospectus carefully before investing and retain it for future
reference. It contains important information about the Funds that you should
know and can refer to in deciding whether the Funds' goals are appropriate for
your investment needs.

A Statement of Additional Information (the "SAI"), with the same date, has been
filed with the Securities and Exchange Commission (the "SEC"), and is
incorporated herein by reference. It includes additional information about the
Funds. You may request a free copy of the SAI or make inquiries regarding the
Funds by calling the Trust at [1-800-___-____] or by writing to Sage Life
Investment Trust, c/o First Data Investor Services Group, Inc., P.O. Box 5170,
Westborough, Massachusetts 01581. In addition, the SEC maintains a Web site
(http://www.sec.gov) that contains the SAI and other information regarding the
Funds.

THIS PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS OR DISCLOSURE
DOCUMENT FOR THE CONTRACT IF DELIVERED IN CONNECTION WITH A VARIABLE ANNUITY OR
VARIABLE LIFE INSURANCE POLICY.

The Funds' shares are not deposits or obligations of, or guaranteed by, any
financial institution. Shares are not insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency, and involve risk,
including the possible loss of the principal amount invested.

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

<PAGE>

TABLE OF CONTENTS

The Funds...............................
Fee Table.....................................................................
Description of the Funds..................................................
Who May Want to Invest..................................................
Investment Principles and Risks..............................................

The Funds in Detail......................................................
Investment Objectives and Policies................................
Risk Factors and Certain Securities and Investment Practices...............
Portfolio Turnover Rate...................................................
Net Asset Value..........................................................

Performance Information and Reports.................................
Management of the Trust......................................................
Board of Trustees..........................................................
Investment Manager.....................................................
Investment Advisers.....................................................
Expenses................................................................
Administrator...........................................................
Distributor and Distribution Plan........................................
Custodian and Transfer Agent.............................................
Organization of the Trust..............................................

Shareholder and Account Policies.......................................
Purchase and Redemption of Shares......................................
Dividends, Distributions and Taxes.....................................

Appendix Describing Indices..................................................

THE FUNDS

FEE TABLE

The following table sets forth certain costs and expenses that an investor will
incur either directly or indirectly as a shareholder of the Funds based on fees
and estimated operating expenses for the current fiscal year, see the
"Management of the Trust" section for more information. Shares of the Funds are
sold without an initial or contingent deferred sales charge to fund variable
annuity contracts and variable life insurance policies and to various pension
and profit-sharing plans. The table does not reflect contract charges and
expenses. See the prospectus for the Contract for a description of such charges
and expenses.
- ------------------------------------------------------------------
- ---------
<TABLE>
<CAPTION>
Russell S&P Money
EAFE 2000 500 Market
Fund Fund Fund Fund
<S> <C> <C> <C> <C>

Annual Fund Operating Expenses:
(as a percentage of average daily net assets)
Management Fees[(after waivers*)]........... __% __% __% __%
[12b-1 Fees**].............................. __% __% __% __%
Other Expenses.............................. __% __% __% __%
Total Fund Operating Expenses............... __% __% __% __%
<FN>

[* Reflects voluntary waivers which will remain in effect until notice to the
Board of Trustees by Sage. See "Management of the Trust." Absent such
expense limitation and fee waivers, the ratio of advisory fees to average
net assets for each Fund would be __%.]
[** Each Fund may pay annually up to ___% of its average daily net assets as
reimbursement for expenses incurred under its Rule 12b-1 Plan.]

</FN>
</TABLE>

Example:

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period:

1 Year
3 Years

- -------------------------------------------------------------------------
The amounts listed in the preceding example should not be considered as
representative of past or future expenses and actual expenses
may be greater or less than those indicated. Moreover, while the example assumes
a 5% annual return, each Fund's performance will vary and may result in an
actual return greater or less than 5%.
- -----------------------------------------------------------------------------

DESCRIPTION OF THE FUNDS

The EAFE Fund seeks to replicate as closely as possible (before Fund Expenses)
the total return of the EAFE Index, a market capitalization-weighted equity
index representing the stock markets outside of North America. The Fund will be
invested primarily in equity securities of business enterprises organized and
domiciled outside of North America or for which the principal trading market is
outside of North America. Statistical methods will be employed to replicate the
EAFE Index by buying most of the securities reflected in the EAFE Index.
Securities purchased for the Fund will generally, but not necessarily, be traded
on a foreign securities exchange.

The Russell 2000 Fund seeks to replicate as closely as possible (before Fund
Expenses) the total return of the Russell 2000 Index, an index consisting of
2,000 small-capitalization U.S. common stocks. The Fund will include the common
stock of companies included in the Russell 2000 Index, on the basis of
computer-generated statistical data, that are deemed representative of the
entire Russell 2000 Index.

The S&P 500 Fund seeks to replicate as closely as possible (before Fund
Expenses) the total return of the S&P 500 Index, an index emphasizing
large-capitalization U.S. common stocks. The Fund will invest in the common
stock of companies included in the S&P 500 Index selected on the basis of
computer-generated statistical data, that are deemed representative of the
entire S&P 500 Index.

The Money Market Fund seeks to provide high current income consistent with the
preservation of capital and liquidity. The Fund invests in U.S.
dollar-denominated debt securities with remaining maturities of 13 months or
less which, in accordance with guidelines adopted by the Board of Trustees, are
determined to present minimal credit risk. The Fund maintains an average
dollar-weighted portfolio of 90 days or less.

WHO MAY WANT TO INVEST

Shares of the Fund are available through the purchase of Contracts issued by the
Insurers and are offered to various Retirement Plans. Each Fund, by itself, is
not a balanced investment plan. Contract Owners should consider their investment
objectives and tolerance for risk when making an investment decision.

The Index Funds may be appropriate for investors who are willing to endure stock
market fluctuations in pursuit of potentially higher long-term returns. The
Funds invest for growth and do not pursue income as a primary objective. Over
time, stocks, although more volatile, have shown greater growth potential than
other types of securities. In the shorter term, however, stock prices can
fluctuate dramatically in response to market factors. Each Index Fund is
intended to be a long-term investment vehicle and is not designed to provide
investors with a means of speculating on short-term market movements. Although
State Street Global Advisors expects that under normal conditions each Fund will
be as fully invested as possible, the Funds may hold uninvested cash pending the
investment of late payments for purchase orders (or other payments) or during
temporary defensive periods. Uninvested cash will not earn income.

The EAFE Fund may be appropriate for investors who want to pursue their
investment goals in securities markets outside of North America. By including
international investments in their portfolio, investors can achieve an extra
level of diversification and also participate in investment opportunities around
the world. However, there are substantial risks involved with international
investing. The performance of international funds depends upon currency values,
the political and regulatory environment, and overall economic factors in the
countries in which the Fund invests. See the "Risk Factors and Certain
Securities and Investment Practices - The EAFE Fund" in this Prospectus.

The Russell 2000 Fund may be appropriate for investors who are willing to endure
the volatility of small-capitalization U.S. common stocks. Stocks of companies
with smaller capitalizations tend to be even more volatile than stocks of larger
companies, and may experience significant losses (as well as realize substantial
gains). See the "Risk Factors and Certain Securities and Investment Practices -
The Russell 2000 Fund" in this Prospectus.

The S&P 500 Fund may be appropriate for investors who want to pursue their
investment goals in the U.S. securities market, through large-capitalization
U.S. common stocks as reflected in the S&P 500 Index.

The Money Market Fund is designed for investors who desire a high level of
income, liquidity and stability of principal. The Fund invests its assets
conservatively and, as a result, will not earn as high a return as other funds
that invest in longer term or lower quality debt securities or in equity
securities. Longer term and lower quality securities, however, generally offer
less liquidity, greater market risk and more fluctuation in market value.
Investors who are more aggressive in their investment approach or who desire a
potentially higher rate of return may wish to invest in one of the Index Funds.

INVESTMENT PRINCIPLES AND RISKS

The Index Funds are not managed according to traditional methods of "active"
investment management, which involve the buying and selling of securities based
upon economic, financial and market analysis and investment judgment. Instead,
the Funds utilize a "passive" or "indexing" investment approach and attempt to
replicate the investment performance of their respective indexes through
statistical procedures.

The value of each Index Fund's investment varies based on many factors. Stock
values fluctuate, sometimes dramatically, in response to the activities of
individual companies and general economic conditions. Over time, however, stocks
have shown greater long-term growth potential than other types of securities.
Economic factors in the U.S. and in various world markets will also affect stock
values, and therefore impact the value of an investor's investment.

The Money Market Fund invests mostly in short-term debt securities, so rises and
falls in interest rate levels, in general, as well as in the value of the
specific instruments held by the Fund, can affect the Fund's performance. The
Fund attempts to maintain a constant net asset value of $1.00 per share, but the
Fund's net asset value per share, and an investment in the Funds, is not
guaranteed.

THE FUNDS IN DETAIL

INVESTMENT OBJECTIVES AND POLICIES

The following is a discussion of the various investments of and techniques
employed by the Funds. Additional information about the investment policies of
each Fund appears in the "Risk Factors and Certain Securities and Investment
Practices" section in this Prospectus and in the Funds' SAI. There can be no
assurance that the investment objectives of each Fund will be achieved.

The Funds' Investment Objectives

The EAFE Fund seeks to replicate as closely as possible the performance of the
EAFE Index before Fund Expenses.

The Russell 2000 Fund seeks to replicate as closely as possible the performance
of the Russell 2000 Index before Fund Expenses.

The S&P 500 Fund seeks to replicate as closely as possible the performance of
the S&P 500 Index before Fund Expenses.

The Money Market Fund seeks to provide high current income consistent with the
preservation of capital and liquidity.

The Funds' Investment Policies

The EAFE Fund. The EAFE Index is a market capitalization-weighted equity index
representing the stock markets outside of North America. In seeking to replicate
the performance of the EAFE Index, before Fund Expenses, State Street Global
Advisors will attempt over time to allocate the Fund's investments among stocks
in approximately the same proportions as they are represented in the EAFE Index,
beginning with the heaviest weighted stocks that make up a larger portion of the
EAFE Index's value. However, not all companies within a country will be
represented in the Fund at the same time. The countries currently included in
the EAFE Index are: Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, the Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United
Kingdom. Stocks are selected for inclusion in the Fund based on country of
origin, market capitalization, yield, volatility and industry sector. State
Street Global Advisors will manage the Fund using advanced statistical
techniques to determine which stocks are to be purchased or sold to replicate
the EAFE Index. From time to time, adjustments may be made in the Fund because
of changes in the composition of the EAFE Index, but such changes should be
infrequent.

The Russell 2000 Fund. In seeking to replicate the performance of the Russell
2000 Index, before Fund Expenses, State Street Global Advisors will attempt over
time to allocate the Fund's investments among common stocks in approximately the
same proportions as they are represented in the Russell 2000 Index, beginning
with the heaviest weighted stocks that make up a larger portion of the Russell
2000 Index's value. The Russell 2000 Index is composed of approximately 2,000
small-capitalization U.S. common stocks. A company's stock market capitalization
is the total market value of its outstanding shares. As of September 30, 1997,
the average stock market capitalization of the Russell 2000 Index was [$___]
million and the weighted average stock market capitalization of the Russell 2000
Index was [$___] million. Stocks included in the Fund from the Russell 2000
Index will be selected utilizing a statistical sampling technique known as
"optimization." This process selects stocks for the Fund so that the various
industry weightings, market capitalizations and fundamental characteristics
(e.g., price-to-book, price-to-earnings, debt-to-asset ratios and dividend
yields) of stocks in which the fund invests closely approximate those of the
Russell 2000 Index. For example, if 10% of the capitalization of the Russell
2000 Index consists of utility companies with capitalizations of [$____]
million, then the Fund is constructed so that approximately 10% of the Fund's
assets are invested in the stocks of utility companies with capitalizations of
[$____] million.

The Russell 2000 Fund is neither sponsored by nor affiliated with Frank Russell
Company. The Russell 2000(R) Index is a service mark of Frank Russell Company.
Russell(TM) is a trademark of Frank Russell Company.

The S&P 500 Fund. In seeking to replicate the performance of the S&P 500 Index,
before Fund Expenses, State Street Global Advisors will attempt over time to
allocate the Fund's investments among common stocks in approximately the same
proportions as they are represented in the S&P 500 Index, beginning with the
heaviest weighted stocks that make up a larger portion of the S&P 500 Index's
value. The S&P 500 Index consists of 500 large-capitalization U.S. common
stocks, most of which trade on the New York Stock Exchange (the "NYSE"). The
Manager believes that the S&P 500 Index is representative of the performance of
all publicly traded large-capitalization common stocks in the U.S., in general.

The S&P 500 Index is a well-known stock market index that includes common stocks
of 500 companies from several industrial sectors representing a significant
portion of the market value of all common stocks publicly traded in the United
States, most of which are listed on the NYSE. Stocks in the S&P 500 Index are
weighted according to their market capitalization (i.e., the number of shares
outstanding multiplied by the stock's current price). The composition of the S&P
500 Index is determined by Standard & Poor's Corporation ("S&P") and is based on
such factors as the market capitalization and trading activity of each stock and
its adequacy as a representation of stocks in a particular industry group, and
may be changed from time to time.

The S&P 500 Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes
no representation regarding the advisability of investing in funds generally or
in this Fund.

The Money Market Fund. The Money Market Fund seeks to provide high current
income consistent with the preservation of capital and liquidity. The Fund may
lend its investment securities and purchase securities on a when-issued and a
delayed delivery basis. See the "Risk Factors and Certain Securities and
Investment Practices" section of this Prospectus for more information about the
investment practices of the Fund.

The Index Funds

Each Index Fund over time seeks to maintain a correlation between its
performance and the performance of its respective index of 0.95 or higher,
before deduction of Expenses. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the net asset value of a Fund,
including the value of its dividends and any capital gains distributions,
increases or decreases in exact proportion to changes in the respective index.
Each Fund's ability to track its index may be affected by, among other things,
transaction costs, administration and other expenses incurred by the Fund,
changes in either the composition of the respective Fund's index or the assets
of the Fund, and the timing and amount of Fund investor contributions and
withdrawals, if any. In the unlikely event that a high correlation is not
achieved, the Board of Trustees will consider alternatives. Because each Fund
seeks to track its respective index, State Street Global Advisors will not
attempt to judge the merits of any particular stock as an investment.

Each Index Fund under normal circumstances, will invest at least 80% of its
total assets in the securities that comprise its respective index.

Each Fund is a diversified fund and no more than 5% of the total assets of each
Fund may be invested in the securities of any one issuer (other than U.S.
Government securities), except that up to 25% of the Fund's total assets may be
invested without regard to this limitation. Each Fund will not invest 25% or
more of its total assets in the securities of issuers in any one industry. In
the unlikely event that a Fund's respective index should concentrate to an
extent greater than that amount, the Fund's ability to achieve its objective may
be impaired. These are fundamental investment policies of each Fund that may not
be changed without shareholder approval. No more than 15% of each Index Fund's
net assets may be invested in illiquid or not readily marketable securities
(including repurchase agreements and time deposits with maturities of more than
seven days).

Additional investment policies of each Fund are contained in the SAI.

Each Index Fund may invest in stock index futures, options on stock index
futures and options on stock indices. These instruments may be considered
derivatives. Derivatives are financial instruments which derive their
performance, at least in part, from the performance of an underlying asset,
index or interest rate. While derivatives can be used effectively in furtherance
of a Fund's investment objective, under certain market conditions they can
increase the volatility of a Fund's net asset value and decrease the liquidity
of a Fund's investments. See the "Risk Factors and Certain Securities and
Investment Practices - Stock Index Futures, Options on Stock Indices and Options
on Stock Index Futures Contracts" section in the Funds' SAI for more information
on such instruments.

The Money Market Fund may purchase securities on a when-issued and a
delayed-delivery basis, enter into reverse repurchase agreements and purchase
foreign securities and shares of other investment companies. No more than 10% of
the Money Market Fund's net assets may be invested in illiquid or not readily
marketable securities (including repurchase agreements and time deposits with
maturities of more than seven days). The Money Market Fund is subject to
additional diversification requirements. See the "Risk Factors and Certain
Securities and Investment Practices" section of the SAI.

Each Fund may lend its investment securities and borrow money for temporary or
emergency purposes or to meet redemption requests. See the "Risk Factors and
Certain Securities and Investment Practices" section of this Prospectus and the
SAI for more information about the investment practices of each Fund.

RISK FACTORS AND CERTAIN SECURITIES AND INVESTMENT PRACTICES

The following pages contain more detailed information about the types of
instruments in which each Fund may invest, related risks, and strategies the
Advisers may employ in pursuit of each Fund's investment objective.

The Advisers may not buy all of these instruments or use all of these techniques
to the full extent permitted, unless it believes that doing so will help a Fund
achieve its goal. Holdings and recent investment strategies are described in the
financial reports of each Fund, which are sent to shareholders and holders of
Contracts ("Contract Owners") on a semi-annual and annual basis ("shareholder
reports").

Risk Factors

Because the Index Funds invest primarily in common stocks, each Fund is subject
to market risk (i.e., the possibility that common stock prices will decline,
possibly dramatically, over short or even extended periods). The U.S. and
foreign stock markets tend to be cyclical, with periods when stock prices
generally rise and periods when stock prices generally decline.

The EAFE Fund. The following risks of investing in foreign securities pertain
specifically to the EAFE Fund. Investors should realize that investing in
securities of foreign issuers involves considerations not typically associated
with investing in securities of companies organized and operated in the United
States. The value of the Fund's foreign investments may be adversely affected by
changes in political or social conditions, diplomatic relations, confiscatory
taxation, expropriation, nationalization, limitations on the removal of funds or
assets, or imposition of (or changes in) exchange control or tax regulations in
foreign countries. Currency trading costs and higher asset custody charges may
reduce the value of the Fund's investments. In addition, changes in government
administrations or economic or monetary policies in the United States or abroad
could result in appreciation or depreciation of portfolio securities and could
favorably or unfavorably affect the Fund's operations. Also, the economies of
individual foreign nations may differ from the U.S. economy, whether favorably
or unfavorably, in areas such as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position; it may also be more difficult to obtain and enforce a
judgment against a foreign issuer. In general, less information is publicly
available with respect to foreign issuers than is available with respect to U.S.
companies. Most foreign companies are also not subject to the uniform accounting
and financial reporting requirements applicable to issuers in the United States.
Any foreign investments made by the Fund must be made in compliance with U.S.
and foreign currency restrictions and tax laws restricting the amounts and types
of foreign investments.

The Fund's foreign investments may be less liquid and their prices may be more
volatile than comparable investments in securities of U.S. companies. The
settlement periods for foreign securities, which are often longer than those for
securities of U.S. issuers, also may affect Fund liquidity. Finally, there may
be less government supervision and regulation of securities exchanges, brokers
and issuers in foreign countries than in the United States.

Because foreign securities generally are denominated and pay dividends or
interest in foreign currencies, the value of the net assets of the Fund, as
measured in U.S. dollars, will be affected favorably or unfavorably by changes
in exchange rates.

The Russell 2000 Fund. The following risks of investing in small-capitalization
U.S. common stocks pertain specifically to the Russell 2000 Fund. Historically,
small-capitalization stocks have been more volatile in price than
larger-capitalization stocks. Among the reasons for the greater price volatility
of these securities are: the less certain growth prospects of smaller firms, the
lower degree of liquidity in the markets for such stocks, and the greater
sensitivity of small-size companies to changing economic conditions. In addition
to exhibiting greater volatility, small-size company stocks may fluctuate
independently of larger company stocks. Small-size company stocks may decline in
price as the price of large company stocks rise, or rise in price as the price
of large company stocks decline. The Fund's investments in small capitalization
stocks may include companies that have limited operating histories, product
lines, and financial and managerial resources. These companies may be subject to
intense competition from larger companies, and their stocks may be subject to
more abrupt or erratic market movements than larger more established companies.
As a result, small capitalzation companies may suffer significant losses (as
well as realize substantial growth).

In General

Each Fund's investment objective is not a fundamental policy and may be changed
upon notice to, but without the approval of, each Fund's shareholders. If there
is a change in a Fund's investment objective, the Fund's shareholders should
consider whether the Fund remains an appropriate investment in light of their
then-current needs. Shareholders of a Fund will receive 30 days' prior written
notice with respect to any change in the investment objective of that Fund. See
the "Risk Factors and Certain Securities and Investment Practices" section in
the SAI for a description of the fundamental policies and investment
restrictions of each Fund that cannot be changed without approval by "the vote
of a majority of the outstanding voting securities" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of each Fund.

For descriptions of each Fund's investment objective, policies and restrictions,
see the "The Funds in Detail" and the "Risk Factors and Certain Securities and
Investment Practices" sections in this Prospectus and in the SAI. For a
description of each Fund's management and expenses, see the "Management of the
Trust" section in this Prospectus and in the SAI.

Securities and Investment Practices

Asset-Backed Securities. Subject to applicable maturity and credit criteria, the
Money Market Fund may purchase asset-backed securities (i.e., securities backed
by mortgages, installment sales contracts, credit card receivables or other
assets). The average life of asset-backed securities varies with the maturities
of the underlying instruments which, in the case of mortgages, have maximum
maturities of 40 years. The average life of a mortgage-backed instrument, for
example, is likely to be substantially less than the original maturity of the
mortgage pools underlying the securities as the result of scheduled principal
payments and mortgage prepayments. The rate of such mortgage prepayments, and
hence the life of the certificates, will be primarily a function of current
market rates and current conditions in the relevant housing markets. The
relationship between mortgage prepayment and interest rates may give some
high-yielding mortgage-related securities less potential for growth in value
than conventional bonds with comparable maturities. In addition, in periods of
falling interest rates, the rate of mortgage prepayment tends to increase.
During such periods, the reinvestment of prepayment proceeds by the Fund will
generally be at lower rates than the rates that were carried by the obligations
that have been prepaid. Because of these and other reasons, an asset-backed
security's total return may be difficult to predict precisely. To the extent
that the Fund purchases mortgage-related or mortgage-backed securities at a
premium, mortgage prepayments (which may be made at any time without penalty)
may result in some loss of the Fund's principal investment to the extent of the
premium paid.

Borrowing. The Funds are authorized to borrow money in amounts up to 5% of the
value of their total assets at the time of such borrowings for temporary
purposes, and are authorized to borrow money in excess of the 5% limit as
permitted by the Investment Company Act of 1940, as amended (the "1940 Act"), to
meet redemption requests. This borrowing may be unsecured. To the extent that a
Fund purchases securities when the amount it has borrowed exceeds 5% of its
total assets, the Fund is engaged in leveraging. The 1940 Act requires the Funds
to maintain continuous asset coverage of 300% of the amount borrowed. If the
300% asset coverage should decline as a result of market fluctuations or other
reasons, the Funds may be required to sell some of their portfolio holdings
within three (3) days to reduce the debt and restore the 300% asset coverage,
even though it may be disadvantageous from an investment standpoint to sell
securities at that time. Borrowing may exaggerate the effect on net asset value
of any increase or decrease in the market value of the Funds. Money borrowed
will be subject to interest costs which may or may not be recovered by an
appreciation of the securities purchased. The Funds may also be required to
maintain minimum average balances in connection with such borrowing or to pay a
commitment or other fees to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.
The Funds may, in connection with permissible borrowings, transfer as collateral
securities owned by the Funds.

Derivatives

Each Index Fund may invest in various instruments that are commonly known as
derivatives. Generally, a derivative is a financial arrangement, the value of
which is based on, or "derived" from, a traditional security, asset, or market
index. Some "derivatives" such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities. There are,
in fact, many different types of derivatives and many different ways to use
them. There are a range of risks associated with those uses. Futures and options
are commonly used for traditional hedging purposes in an effort to protect a
Fund from exposure to adversely changing interest rates, securities prices or
currency exchange rates and as a low cost method of gaining positive exposure to
a particular securities market without investing directly in those securities.
The Advisers will only use derivatives for cash management purposes and for
hedging the Funds' portfolios. Derivatives will not be used to leverage, or to
increase, portfolio risk above the level that would be achieved using only
traditional investment securities or to acquire exposure to changes in the value
of assets or indices that by themselves would not be purchased for a Fund.

Securities Index Futures and Related Options. When an Index Fund receives
cash from new investments or holds a portion of its assets in money market
instruments, it may enter into index futures or options in order to increase its
exposure to the market. Strategies a Fund could use to accomplish this include
purchasing futures contracts, writing put options and purchasing call options.
When a Fund wishes to sell securities, because of shareholder redemptions or
otherwise, it may use index futures or options to hedge against market risk
until the sale can be completed. These strategies could include selling futures
contracts, writing call options and purchasing put options.

Swap Agreements. The Index Funds may enter into interest rate, index,
equity and currency exchange rate swap agreements. These transactions would be
entered into in an attempt to obtain a particular return when it is considered
desirable to do so, possibly at a lower cost to the Index Funds than if the
Index Funds had invested directly in the asset that yielded the desired return.
Swap agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than one year. In a
standard swap transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments or instruments, which may be adjusted for an interest factor. The
gross returns to be exchanged or "swapped" between the parties are generally
calculated with respect to a "normal amount" (i.e., the return on or increase in
value of a particular dollar amount invested at a particular interest rate, in a
particular foreign currency, or in a "basket" of securities representing a
particular index). Forms of swap agreements include interest rate caps, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates exceed a specified rate, or "cap"; interest
rate floors, under which, in return for a premium, one party agrees to make
payments to the other to the extent that interest rates fall below a specified
level, or "floor"; and interest rate collars, under which a party sells a cap
and purchases a floor or vice versa in an attempt to protect itself against
interest rate movements exceeding given minimum or maximum levels.

Additional Risks Associated with using Futures and Options. The risk of
loss associated with futures contracts in some strategies can be substantial
(indeed, unlimited) due to both the low margin deposits required and the
extremely high degree of leverage involved in futures pricing. As a result, a
relatively small price movement in a futures contract may result in an immediate
and substantial loss or gain. However, a Fund will not use futures contracts or
options for speculative purposes or to leverage its assets. Accordingly, the
primary risks associated with the use of futures contracts and options by a Fund
are: (i) imperfect correlation between the change in market value of the
securities held by a Fund and the prices of futures contracts and options; (ii)
possible lack of a liquid secondary market for a futures contract and the
resulting inability to close a futures position prior to its maturity date, and
(iii) the Adviser's failing to accurately forecast the direction or the extent
of movements in securities prices or other market factors, resulting in a
possible loss to a Fund. The risk of imperfect correlation will be minimized by
investing only in those contracts whose behavior is expected to resemble that of
a Fund's underlying securities. The risk that a Fund will be unable to close out
a futures position will be minimized by entering into transactions on an
exchange with an active and liquid secondary market.

Asset Coverage. In order to assure that futures and related options are not
used by an Index Fund to achieve excessive investment leverage, a Fund will
cover such transactions, as required under applicable interpretations of the
SEC, either by owning the underlying securities, entering into an off-setting
transaction, or by establishing a segregated account with a Fund's custodian
containing cash or liquid portfolio securities in an amount at all times equal
to or exceeding a Fund's commitment with respect to these instruments or
contracts.

Foreign Securities. The EAFE Fund may invest in the securities of foreign
issuers and the Money Market Fund may invest in U.S. dollar denominated
securities of foreign issuers that are eligible for investment pursuant to Rule
2a-7 promulgated under the 1940 Act. There are certain risks and costs involved
in investing in securities of companies and governments of foreign countries,
which are in addition to the usual risks inherent in U.S. investments.
Investments in foreign securities involve higher costs than investments in U.S.
securities, including higher transaction costs as well as the imposition of
additional taxes by foreign governments. In addition, foreign investments may
include additional risks associated with the level of currency exchange rates,
less complete financial information about the issuers, less market liquidity,
and political instability. Future political and economic developments, the
possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign holdings, the possible establishment of
exchange controls, or the adoption of other governmental restrictions might
adversely affect the payment of principal and interest on foreign obligations.
Additionally, foreign banks and foreign branches of domestic banks may be
subject to less stringent reserve requirements, and to different accounting,
auditing and recordkeeping requirements.

The EAFE Fund may invest in foreign securities in the form of American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and other
similar securities. These securities may not be denominated in the same currency
as the securities they represent. ADRs are receipts typically issued by a United
States bank or trust company evidencing ownership of the underlying foreign
securities. EDRs are receipts issued by a European financial institution
evidencing a similar arrangement. Generally, ADRs, in registered form, are
designed for use in the United States securities markets, and EDRs, in bearer
form, are designed for use in the European securities markets. The EAFE Fund
typically will only purchase ADRs which are listed on a domestic securities
exchange or included in the NASDAQ National Market System. Ownership of
unsponsored ADRs may not entitle the Fund to financial or other reports from the
issuer, to which it would be entitled as the owner of the sponsored ADRs.
Interest or dividend payments on such securities may be subject to foreign
withholding taxes.

Guaranteed Investment Contracts. The Money Market Fund may make limited
investments in guaranteed investment contracts ("GICs") issued by U.S. insurance
companies. Pursuant to such contracts, the Fund makes cash contributions to a
deposit fund of the insurance company's general account. The insurance company
then credits to the Fund, on a monthly basis, interest which is based on an
interest index, but is guaranteed not to be less than a certain minimum rate. A
GIC is normally a general obligation of the issuing insurance company and not
funded by a separate account. The purchase price paid for a GIC becomes part of
the general assets of the insurance company, and the contract is paid from the
company's general assets. The Fund will only purchase GICs from insurance
companies which, at the time of purchase, have assets of $1 billion or more.
Generally, GICs are not assignable or transferable without the permission of the
issuing insurance companies, and an active secondary market in GICs does not
currently exist. Therefore, GICs will normally be considered illiquid
investments, and will be acquired subject to the Fund's limitation on illiquid
investments.

Illiquid Securities. The Index Funds will not invest more than 15% of the value
of their respective net assets, and the Money Market Fund will not invest more
than 10% of the value of its net assets, (determined at the time of acquisition)
in securities that are illiquid. If, after the time of acquisition, events cause
this limit to be exceeded, the applicable Fund will take steps to reduce the
aggregate amount of illiquid securities as soon as reasonably practicable in
accordance with policies of the SEC. Repurchase agreements and time deposits
that do not provide for payment within seven (7) days are subject to this
limitation.

Investment Company Securities. The Money Market Fund in connection with the
management of its daily cash position, may invest in securities issued by other
investment companies which invest in short-term debt securities and which seek
to maintain a $1.00 net asset value per share (i.e., money market funds).
Securities of other investment companies will be acquired within limits
prescribed by the 1940 Act. These limitations, among other matters, restrict
investments in securities of other investment companies to no more than 10% of
the value of the Fund's total assets, with no more than 5% invested in the
securities of any one investment company. As a shareholder of another investment
company, the Fund would bear, along with other shareholders, its pro rata
portion of the other investment company's expenses, including advisory fees.
These expenses would be in addition to the expenses the Fund bears directly in
connection with its own operations.

Repurchase Agreements. Each Fund may enter into repurchase agreements with
"primary dealers" in U.S. Government securities and member banks of the Federal
Reserve System which furnish collateral at least equal in value or market price
to the amount of their repurchase obligations. In a repurchase agreement, a Fund
purchases a debt security from a seller which undertakes to repurchase the
security at a specified resale price on an agreed future date (ordinarily a week
or less). The resale price generally exceeds the purchase price by an amount
which reflects an agreed-upon market interest rate for the term of the
repurchase agreement. The principal risk is that, if the seller defaults, a Fund
might suffer a loss to the extent that the proceeds from the sale of the
underlying securities and other collateral held by a Fund are less than the
repurchase price.

Securities Lending. Each Fund may lend its investment securities to qualified
institutional investors on either a short- or long-term basis in order to
realize additional income. Loans of securities entered into by a Fund will be
collateralized by cash, letters of credit, or securities issued or guaranteed by
the U.S. Government or its agencies. The collateral will equal at least 100% of
the value of the loaned securities, and such loans may not exceed 30% of the
value of each Fund's net assets. The risks in lending portfolio securities, as
with other extensions of credit, consist of possible loss of rights in and/or
difficulties or delays in recovering the collateral, should the borrower fail
financially. In determining whether to lend securities, the Advisers will
consider all relevant facts and circumstances, including the creditworthiness of
the borrower.

Short-Term Investments. The Money Market Fund will invest in short-term fixed
income securities and the Index Funds may invest in such securities to invest
uncommitted cash balances, to maintain liquidity to meet shareholder
redemptions, or to serve as collateral for the obligations underlying the Funds'
investments in securities index futures or related options. The securities each
Fund may invest in include: obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, or by any U.S. state,
district or commonwealth, U.S. dollar-denominated bank obligations, including
certificates of deposit, bankers' acceptances, bank notes, commercial paper,
deposit notes, interest-bearing savings and time deposits, issued by U.S. or
foreign banks or savings institutions having total assets at the time of
purchase in excess of $1 billion. For this purpose, the assets of a bank or
savings institution include the assets of both its domestic and foreign
branches. A Fund will invest in the obligations of domestic banks and savings
institutions only if their deposits are federally insured. Short-term
obligations purchased by a Fund will either (i) have short-term debt ratings at
the time of purchase in the top two categories by one or more unaffiliated
Nationally Recognized Statistical Rating Organizations ("NRSRO") or be issued by
issuers with such ratings or (ii) if unrated will be of comparable quality as
determined by the Adviser.

With respect to the Money Market Fund, securities (other than U.S. Government
securities) must be rated (generally, by at least two NRSROs) within the two
highest rating categories assigned to short-term debt securities. In addition,
the Money Market Fund (a) will not invest more than 5% of its total assets in
securities rated in the second highest rating category by such NRSROs and will
not invest more than 1% of its total assets in such securities of any one
issuer, and (b) intends to limit investments in the securities of any single
issuer (other than securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities) to not more than 5% of the Fund's total assets at
the time of purchase, provided that the Fund may invest up to 25% of its total
assets in the securities of any one issuer for a period of up to three (3)
business days. Unrated and certain single rated securities (other than U.S.
Government securities) may be purchased by the Money Market Fund, but are
subject to a determination by the Adviser, in accordance with procedures
established by the Board of Trustees, that the unrated and single rated
securities are of comparable quality to the appropriate rated securities.

_________Subsequent to its purchase by a Fund, a rated security may cease to be
rated or its rating may be reduced below the minimum rating required for
purchase by the Fund. The Board of Trustees or the relevant Adviser, pursuant to
guidelines established by the Board, will consider such an event in determining
whether the Fund involved should continue to hold or should dispose of the
security in accordance with the interests of the Fund and applicable regulations
of the SEC.

Stripped Securities. The Money Market Fund may purchase participations in trusts
that hold U.S. Treasury and agency securities (such as TIGRs and CATs) and also
may purchase Treasury receipts and other stripped securities, which represent
beneficial ownership interests in either future interest payments or the future
principal payments on U.S. Government obligations. These instruments are issued
at a discount to their "face value" and may (particularly in the case of
stripped mortgage-backed securities) exhibit substantially greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors.

U.S. Government Securities. Each Fund may purchase U.S. Government securities,
which are obligations issued by, or guaranteed by, the U.S. Government, its
agencies or instrumentalities. Some U.S. Government securities, such as Treasury
bills, notes and bonds, are backed by the full faith and credit of the United
States; others, such as those of the Federal Home Loan Banks, are backed by the
right of the issuer to borrow from the Treasury; others, such as those of the
Federal National Mortgage Association, are backed by the discretionary authority
of the U.S. Government to purchase the agency's obligations; and still others,
such as those of the Student Loan Marketing Association, are backed only by the
credit of the agency.

Variable and Floating Rate Securities. The Money Market Fund may purchase
variable and floating rate securities which may have stated maturities in excess
of the Fund's maturity limitations but are deemed to have shorter maturities
because the Fund can demand payment of the principal of the securities at least
once within such periods on not more than 30 days' notice (this demand feature
is not required if the securities are guaranteed by the U.S. Government or an
agency or instrumentality thereof). These securities may include variable amount
master demand notes that permit the indebtedness to vary in addition to
providing for periodic adjustments in the interest rate. Unrated variable and
floating rate securities will be determined by the Adviser to be of comparable
quality at the time of purchase to rated instruments in which the Fund may
invest. The absence of an active secondary market, however, could make it
difficult to dispose of the instruments, and the Fund could suffer a loss if the
issuer defaulted or during periods that the Fund is not entitled to exercise its
demand rights.

When-Issued and Delayed Delivery Securities. The Money Market Fund may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities may take place as long as a month or more after the date of
the purchase commitment. The value of these securities is subject to market
fluctuation during this period and no income accrues to the Fund until
settlement takes place. The Fund maintains with its custodian a segregated
account containing cash or liquid portfolio securities in an amount at least
equal to these commitments.

PORTFOLIO TURNOVER RATE

The frequency of each Index Fund's transactions (i.e., a Fund's turnover rate)
will vary from year to year depending on market conditions, changes in the
stocks that comprise the relevant index, and a Fund's cash flows. Each Fund's
annual portfolio turnover rate is not expected to exceed 80%.

NET ASSET VALUE

Each Fund is open for business each day when the NYSE is open (each such day
being a "Valuation Day"). The net asset value per share of each Fund is
calculated once on each Valuation Day as of the close of regular trading on the
NYSE, which under normal circumstances is 4:00 p.m., Eastern Time.

Each Fund will not process orders on any day the NYSE is closed. Orders received
on such days will be priced on the next day a Fund computes its net asset value.
As such, investors may experience a delay in purchasing or redeeming shares of a
Fund. Securities in which the EAFE Fund invests may be listed on foreign
exchanges which trade on Saturdays or other days when the NYSE is closed. Since
the EAFE Fund does not price on these days, the Fund's net asset value may be
significantly affected on days when an investor has no access to the Fund's
assets.

The net asset value per share of each Fund is computed by dividing the value of
a Fund's assets, less all liabilities, by the total number of its shares
outstanding. The Money Market Fund uses the amortized cost method of valuing its
portfolio securities to maintain a constant net asset value of $1.00 per share.
Under this method of valuation, the Money Market Fund values it portfolio
securities at their cost at the time of purchase and not at market value, thus
minimizing fluctuations in value due to interest rate changes or market
conditions. The Index Fund's securities and other assets are valued primarily on
the basis of market quotations or, if quotations are not readily available, by a
method which the Board of Trustees believes accurately reflects their fair
value.

PERFORMANCE INFORMATION AND REPORTS

Each Fund's performance may be used from time to time in advertisements,
shareholder reports or other communications disseminated to existing or
prospective shareholders or Contract Owners. Past performance does not indicate
or project future performance. Performance information may include a Fund's
investment results and/or comparisons of its investment results to the Funds'
respective index or other various unmanaged indices or results of other mutual
funds with similar investment objectives or investment or savings vehicles. A
Fund's investment results, as used in such communications, will be calculated on
a total return basis or yield in the manner set forth below. From time to time,
fund rankings may be quoted from various sources, such as Lipper Analytical
Services, Inc., Value Line and Morningstar Inc.

Each Fund may provide periodic and average annualized "total return" quotations.
A Fund's "total return" refers to the change in the value of an investment in a
Fund over a stated period based on any change in net asset value per share and
including the value of any shares purchasable with any dividends or capital
gains distributed during such period. Periodic total returns may be annualized.
An annualized total return is a compounded total return which assumes that the
period total return is generated over a one-year period, and that all dividends
and capital gains distributions are reinvested. An annualized total return will
be higher than a periodic total return, if the period is shorter than one year,
due to the compounding effect.

The Money Market Fund may also provide the Fund's current yield, which refers to
the net income generated by an investment in the Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The Money Market Fund may also
advertise its "effective yield." Effective yield is similar to the yield, except
it is assumed that dividends are reinvested and compounded. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment.

Quotations of Fund total returns and yields will not reflect Contract charges
and expenses. The prospectus for a Contract will contain information about
performance of the relevant separate account and Contract.

Unlike some bank deposits or other investments which pay a fixed yield for a
stated period of time, the total return or yield of each Fund will vary
depending upon, among other things, the current market value of the securities
held by a Fund and changes in a Fund's expenses. In addition, during certain
periods for which total return and/or yield quotations may be provided, the
Manager, the Advisers and/or the Fund's other service providers may have
voluntarily agreed to waive portions of their respective fees, or reimburse
certain Fund operating expenses, on a month-to-month basis. Such waivers will
have the effect of increasing a Fund's net income (and therefore its total
return and/or yield) during the period such waivers are in effect.

Shareholders will receive unaudited financial reports semiannually that include
each Fund's financial statements, including listings of investment securities
held by a Fund as of those dates. Each Fund's annual report is audited by the
Fund's independent accountants.

MANAGEMENT OF THE TRUST

Board of Trustees

The affairs of the Funds are managed under the supervision of the Board of
Trustees, of which each Fund is a series. By virtue of the responsibilities
assumed by Sage, neither the Trust nor the Funds require employees other than
the officers of the Trust. None of the officers of the Trust devotes full time
to the affairs of the Trust or the Funds.

For more information with respect to the Trustees of the Trust, see the
"Management of the Trust" section in the SAI.

Investment Manager

Sage is the investment manager of each Fund and has responsibility for the
management of each Fund's affairs, under the supervision of the Board of
Trustees. Each Fund's investment portfolio is managed on a day-to-day basis by
the Fund's investment adviser under the general oversight of Sage and the Board
of Trustees. Sage monitors and evaluates the Advisers to assure that they are
managing the Funds consistently with each Fund's investment objective, policies,
restrictions, applicable laws and guidelines. Sage does not, however, determine
the investments that will be purchased or sold for the Funds.

Sage was organized in 1997 and has no prior experience managing mutual funds.
The address of Sage is 300 Atlantic Street, Stamford, CT 06901, and it is a
wholly-owned subsidiary of Sage Insurance Group, Inc. As compensation for its
management services to the Funds, Sage is entitled to receive a fee from each
Fund, accrued daily and paid monthly, equal on an annual basis to [____%] of the
average daily net assets of each Fund.

Investment Advisers

Sage has retained the services of State Street Global Advisors to act as the
investment adviser to the Index Funds and has retained the services of
[___________] to act as the investment adviser to the Money Market Fund.
Pursuant to Investment Advisory Agreements between the Manager and each Adviser,
the Advisers, under the supervision of the Manager and the Board of Trustees,
manage each Fund's assets in accordance with each Fund's investment objectives
and policies, make investment decisions for the Funds, place purchase and sales
orders on behalf of each Fund, and provide investment research. As compensation
for the Advisers' services and the related expenses they incur, the Manager pays
each Adviser a fee, computed daily and payable monthly, equal, on an annual
basis to ___% of the average daily net assets of the Fund or Funds they advise.

Each Fund's Investment Advisory Agreement contains provisions relating to the
selection of securities brokers to effect the portfolio transactions of each
Fund. Under those provisions, subject to applicable law and procedures adopted
by the Trustees, an Adviser may: (1) direct Fund portfolio brokerage to any
broker-dealer affiliates of the Manager or Adviser; (2) pay commissions to
brokers which are higher than might be charged by another qualified broker to
obtain brokerage and/or research services considered by the Adviser to be useful
or desirable for its investment management of the Funds and/or other advisory
accounts of itself and any investment adviser affiliated with it; and (3)
consider the sales of Contracts and/or shares of the Funds and any other
registered investment companies managed by the Manager or Adviser and its
affiliates by brokers and dealers as a factor in its selection of brokers and
dealers to execute portfolio transactions for the Funds.

State Street Global Advisors, which is located at Two International Place,
Boston, Massachusetts 02110, a division of State street Bank and Trust Company,
has been providing institutional investment management services since 1987. As
of January 1, 1998 State Street Global Advisors acted as investment adviser to
various institutional clients with aggregate assets under management of
[$______] billion. State Street Bank and Trust Company is a wholly-owned
subsidiary of State Street Corporation.

[The Money Market Adviser, which is located at _________, was formed in
________ and as of January 1, 1998 acted as investment adviser to funds with
aggregate assets of $_____. The Adviser is a wholly-owned subsidiary of
___________. ]

Expenses

In addition to the fees of the Manager, each Fund is responsible for the payment
of all other expenses incurred in its operation, which include, among other
things, expenses for legal and independent accountant's services, charges of
each Fund's custodian and transfer agent, SEC fees, a pro rata portion of the
fees of the Trust's unaffiliated trustees and officers, accounting costs for
reports sent to shareholders and Contract Owners, each Fund's pro rata portion
of membership fees in trade organizations, a pro rata portion of the fidelity
bond coverage for the Trust's officers, interest, brokerage and other trading
costs, taxes, all expenses of computing each Fund's net asset value per share,
expenses involved in registering and maintaining the registration of each Fund's
shares with the SEC, litigation and other extraordinary or non-recurring
expenses.

Administrator

First Data Investor Services Group, Inc. ("Investor Services Group"), a
subsidiary of First Data Corporation, located at One Exchange Place, Boston,
Massachusetts 02109, serves as each Fund's administrator pursuant to an
Administration Agreement with the Trust. Under the terms of the Administration
Agreement, Investor Services Group generally assists in all aspects of the
Funds' operations, other than providing investment advice, subject to the
overall authority of the Board of Trustees. Pursuant to the terms of the
Administration Agreement the Trust has agreed to pay Investor Services Group a
monthly fee at the annual rate of [________].

Distributor and Distribution Plan

First Data Distributors, Inc. (the "Distributor") serves as the distributor
of each Fund's shares. The principal business address of the Distributor is 4400
Computer Drive, Westborough, Massachusetts 01581. The Distributor is a
wholly-owned subsidiary of First Data Corporation.

The shareholders of each Fund have approved Distribution Plans for each Fund
which authorize payments by each Fund in connection with the distribution of its
shares at an annual rate of up to 0.25% of each Fund's average daily net assets.
Under each Fund's Distribution Plan the Fund may pay the Distributor for various
costs actually incurred or paid in connection with the distribution of each
Fund's shares and/or servicing of shareholder accounts. Such costs include the
costs of financing activities primarily intended to result in the sale of the
Funds' shares, such as the costs (1) of printing and mailing the Funds'
prospectuses, SAIs and shareholder reports to prospective shareholders and
Contract Owners; (2) relating to the Funds' advertisements, sales literature and
other promotional materials; (3) of obtaining information and providing
explanations to shareholders and Contract Owners regarding the Funds; (4) of
training sales personnel and of personal service; and/or (5) maintenance of
shareholder and Contract Owner accounts with respect to each Fund's shares
attributable to such accounts. The Distributor, in turn, may compensate Insurers
or others for such activities.

The Distribution Plan may be terminated at any time. The Board of Trustees will
evaluate the appropriateness of the Distribution Plan and its payments on a
continuous basis.

Custodian and Transfer Agent

[______________] acts as custodian of the assets of the Funds and Investor
Services Group serves as the transfer agent for the Funds.

Organization of the Trust

The Trust was organized on January 9, 1998, as a business trust under the laws
of the State of Delaware. Each Fund is a separate series of the Trust. The Trust
offers shares of beneficial interest of each Fund at a par value $0.001 per
share. The shares of each of the four series of the Trust are offered through
this Prospectus. No series of shares of the Trust has any preference over any
other series. All shares, when issued, will be fully paid and non-assessable.
The Board of Trustees has the authority to create additional series without
obtaining shareholder approval.

The Insurers and the Retirement Plans are the Funds' sole shareholders of
record, and pursuant to the 1940 Act, such shareholders may be deemed to be in
control of the Funds. As of the date of this Prospectus, Sage Life Assurance of
America, Inc. controls the Funds because it is the sole shareholder of each
Fund. When a shareholders' meeting occurs, each Insurer (and to the extent
required by applicable law and/or the terms of the applicable Retirement Plans)
solicits and accepts voting instructions from its Contract Owners (or
participants) who have allocated or transferred monies for an investment in the
Funds as of the record date of the meeting. Each shareholder then votes the
Fund's shares that are attributable to its interests in the Funds, and any other
Fund shares which it is entitled to vote, in proportion to the voting
instructions received.

The shares of each Fund are entitled to one vote for each dollar of net asset
value, and fractional shares are entitled to fractional votes. The shares of
each Fund have non-cumulative voting rights, so the vote of more than 50% of a
Fund's shares can elect 100% of the Trustees. Shares of each Fund are entitled
to vote separately to approve investment advisory agreements or changes in
investment restrictions, but shares of all Funds vote together in the election
of Trustees or in the selection of the independent accountants. Each Fund is
also entitled to vote separately on any other matter that affects solely that
Fund, but will otherwise vote together with all shares of the other Funds on all
other matters on which shareholders are entitled to vote.

The Trust is not required, and does not intend, to hold regular annual
shareholder meetings, but may hold special meetings for consideration of
proposals requiring shareholder approval. It is the intention of the Trust not
to hold annual shareholder meetings. The Trustees may call a special meeting of
shareholders for action by shareholder vote as may be required by the 1940 Act,
the Declaration of Trust or the By-laws of the Trust. In addition, the Trust
will call a special meeting of shareholders for the purpose of voting upon the
question of removal of a Trustee or Trustees, if requested to do so by the
holders of at least 10% of the Trust's outstanding shares.

The Funds are available through separate accounts relating to both variable
annuity and variable life insurance contracts and to certain Retirement Plans,
each in accordance with section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Funds do not currently foresee any disadvantages to
Contract Owners arising from offering their shares to variable annuity and
variable life insurance policy separate accounts simultaneously, and the Board
of Trustees continuously monitors events for the existence of any material
irreconcilable conflict between or among Contract Owners. Material conflicts
could result from, for example, (i) changes in state insurance laws; (ii)
changes in federal income tax laws; or (iii) differences in voting instructions
between those given by variable life owners and by variable annuity owners. If a
material irreconcilable conflict arises, as determined by the Board of Trustees,
one or more separate accounts may withdraw their investment in a Fund. This
could possibly require a Fund to sell portfolio securities at disadvantageous
prices. Each Insurer will bear the expenses of establishing separate portfolios
for its variable annuity and variable life insurance separate accounts if such
action becomes necessary; however, ongoing expenses that are ultimately borne by
Contract Owners will likely increase due to the loss of economies of scale
benefits that can be provided to separate accounts with substantial assets.

SHAREHOLDER AND ACCOUNT POLICIES

PURCHASE AND REDEMPTION OF SHARES

Shares of the Funds are continuously offered to Insurers and Retirement Plans at
the net asset value per share next determined after a proper purchase request
has been received and accepted by the Trust. Each Insurer submits purchase and
redemption orders to the Trust based on allocation instructions for premium
payments, transfer instructions and surrender or partial withdrawal requests
which are furnished to the Insurer by such Contract Owners. The Trust, the Funds
and the Distributor reserve the right to reject any purchase order from any
party for shares of any Fund.

Payment for redeemed shares will ordinarily be made within seven (7) business
days after a proper redemption order has been received and accepted by Trust.
The redemption price will be the net asset value per share next determined after
the Trust receives and accepts the shareholder's request in proper form.

Each Fund may suspend the right of redemption or postpone the date of payment
during any period when trading on the NYSE is restricted, or the NYSE is closed
for other than weekends and holidays; when an emergency makes it not reasonably
practicable for a Fund to dispose of its assets or calculate its net asset
value; or as permitted by the SEC.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund distributes substantially all of its net income and capital gains to
shareholders each year. Each Fund distributes capital gains and income dividends
annually. All dividends and capital gains distributions paid by a Fund will be
automatically reinvested, at net asset value in that respective Fund, unless
otherwise indicated.

Each Fund will be treated as a separate entity for federal income tax purposes.
Each Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). As a regulated
investment company each Fund will not be subject to U.S. Federal income tax on
its investment company taxable income and net capital gains (the excess of net
long-term capital gains over net short-term capital losses), if any, that it
distributes to shareholders. Each Fund intends to distribute to its
shareholders, at least annually, substantially all of its investment company
taxable income and net capital gains, and therefore, does not anticipate
incurring a Federal income tax liability.

The Code and Treasury Department regulations promulgated thereunder require that
mutual funds that are offered through insurance company separate accounts must
meet certain diversification requirements to preserve the tax-deferral benefits
provided by the variable contracts which are offered in connection with such
separate accounts. The Advisers intend to diversify each Fund's investments in
accordance with those requirements. [The enclosed offering memorandum for an
Insurer's variable annuity or variable life insurance policy describes the
federal income tax treatment of distributions from such contracts to Contract
Owners.]

The foregoing is only a brief summary of important tax law provisions that
affect each Fund. Other Federal, state or local tax law provisions may also
affect each Fund and their operations. Anyone who is considering allocating,
transferring or withdrawing monies held under a variable contract to or from a
Fund should consult a qualified tax adviser.

<PAGE>

Investment Manager of the Funds

SAGE ADVISORS, INC.
Administrator

FIRST DATA INVESTOR SERVICES GROUP, INC.
Distributor

FIRST DATA DISTRIBUTORS, INC.

Custodian

[--------------------------------]

Transfer Agent

FIRST DATA INVESTOR SERVICES GROUP, INC.

Independent Accountants

ERNST & YOUNG L.L.P.

Counsel

SUTHERLAND, ASBILL & BRENNAN LLP

........................................

No person has been authorized to give any information or to make any
representation other than those contained in the Funds' Prospectus, its SAI or
the each Funds' official sales literature in connection with the offering of the
Funds' shares and, if given or made, such other information or representations
must not be relied on as having been authorized by a Fund. This Prospectus does
not constitute an offer in any state in which, or to any person to whom, such
offer may not lawfully be made.

............................................

<PAGE>

APPENDIX A
DESCRIBING INDICES

The EAFE Fund:

The Fund is not sponsored, endorsed, sold or promoted by Morgan Stanley. Morgan
Stanley makes no representation or warranty, express or implied, to the owners
of the Fund or any member of the public regarding the advisability of investing
in funds generally or in the Fund particularly or the ability of the EAFE Index
to track general stock market performance. Morgan Stanley is the licensor of
certain trademarks, service marks and trade names of Morgan Stanley and of the
EAFE Index which is determined, composed and calculated by Morgan Stanley
without regard to the issuer of the Fund or the Fund itself. Morgan Stanley has
no obligation to take the needs of the issuer of the Fund or the owners of the
Fund into consideration in determining, composing or calculating the EAFE Index.
Morgan Stanley is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Fund to be
issued or in the determination or calculation of the equation by which the Fund
is redeemable for cash. Morgan Stanley has no obligation or liability to owners
of the Fund in connection with the administration, marketing or trading of the
Fund.

ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN
THE CALCULATION OF THE INDICES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES
OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY EXPRESS
OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.

The EAFE Index is the exclusive property of Morgan Stanley. Morgan Stanley
Capital International is a service mark of Morgan Stanley and has been licensed
for use by [name of licensee].

The Russell 2000 Fund:

The Russell 2000 Fund is not promoted, sponsored or endorsed by, nor in any way
affiliated with Frank Russell Company. Frank Russell Company is not responsible
for and has not reviewed the Russell 2000 Fund nor any associated literature or
publications and Frank Russell Company makes no representation or warranty,
express or implied, as to their accuracy, or completeness, or otherwise.

Frank Russell Company reserves the right, at any time and without notice, to
alter, amend, terminate or in any way change its Index. Frank Russell Company
has no obligation to take the needs of any particular fund or its participants
or any other product or person into consideration in determining, composing or
calculating the Index.

Frank Russell Company's publication of the Index in no way suggests or implies
an opinion by Frank Russell Company as to the attractiveness or appropriateness
of investment in any or all securities upon which the Index is based. FRANK
RUSSELL COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE
ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE INDEX OR ANY DATA
INCLUDED IN THE INDEX. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION OR WARRANTY
REGARDING THE USE, OR THE RESULTS OF USE, OF THE INDEX OR ANY DATA INCLUDED
THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE INDEX. FRANK
RUSSELL COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY
DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING, WITHOUT MEANS OF LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO
THE INDEX OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.

The S&P 500 Fund:

The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, a
division of the McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation
or warranty, express or implied, to the owners of the Fund or any member of the
public regarding the advisability of investing in securities generally or in the
Fund particularly or the ability of the S&P 500 Index to trace general stock
market performance. S&P's only relationship to the licensee is the licensing of
certain trademarks and trade names of S&P and of the S&P 500 Index which is
determined, composed and calculated by S&P without regard to the Trust or the
Fund. S&P has no obligation to take the needs of the Trust or the owners of the
Fund into consideration in determining, composing or calculating the S&P 500
Index. S&P is not responsible for and has not participated in the determination
of the prices and amount of the Fund or the timing of the issuance or sale of
the Fund or in the determination or calculation of the equation by which the
Fund is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Fund.

"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and
"500" are trademarks of the McGraw-Hill Companies, Inc. and have been licensed
for use by the licensee. The Fund is not sponsored, endorsed, sold or promoted
by Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Fund.

<PAGE>

SAGE LIFE INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
for
EAFE Equity Index Fund
Russell 2000 Equity Index Fund
S&P 500 Equity Index Fund
Money Market Fund

dated [_________], 1998

Sage Life Investment Trust (the "Trust") is currently comprised of
four series: EAFE Equity Index Fund ("EAFE Fund"), Russell 2000 Equity Index
Fund ("Russell 2000") and S&P 500 Equity Index Fund ("S&P 500") (collectively,
the "Index Funds") and the Money Market Fund (together with the Index Funds, the
"Funds"). The shares of the Funds are described herein. Capitalized terms not
otherwise defined herein shall have the same meaning as in the Funds'
Prospectus.

.........Shares of the Funds are available through the purchase of certain
variable annuity and variable life insurance contracts ("Contract(s)") issued by
various insurance companies (each, an "Insurer" or collectively, the "Insurers")
and are offered to various pension and profit-sharing plans ("Retirement
Plans"). The investment manager of the Funds is Sage Advisors, Inc. (the
"Manager" or "Sage"). The investment adviser of the Index Funds is State Street
Global Advisors, a division of State Street Bank and Trust Company, and the
investment adviser of the Money Market Fund is [____________________]
("____________" and, together with State Street Global Advisors, the
"Advisers"). The Trust's distributor is First Data Distributors, Inc. ("FDDI").

.........The Prospectus for the Funds is dated [_______], 1998. The
Prospectus provides the basic information an investor should know before
investing and may be obtained without charge by calling the Trust at
1-800[___-____]. This Statement of Additional Information (the "SAI") is not a
prospectus and is intended to provide additional information regarding the
activities and operations of the Funds and should be read in conjunction with
the Funds' Prospectus. This SAI is not an offer of shares of any Fund for which
an investor has not received the Prospectus.

Table of Contents

Investment
Restrictions.................................................................
Risk Factors and Certain Securities and Investment Practices...........
Portfolio Transactions and Brokerage...................................
Performance Information................................................
Determination of Net Asset Value......................................
Management of the Trust..............................................
Organization of the Trust...........................................
Distributions and Taxes............................................

<PAGE>

INVESTMENT RESTRICTIONS

The following investment restrictions are "fundamental policies" of
each Fund and may not be changed without the approval of a "majority of the
outstanding voting securities" of each Fund. "Majority of the outstanding voting
securities" under the 1940 Act, and as used in this SAI and the Prospectus,
means, with respect to a Fund, the lesser of (i) 67% or more of the outstanding
voting securities of the Fund present at a meeting, if the holders of more than
50% of the outstanding voting securities of the Fund are present or represented
by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.

As a matter of fundamental policy, no Fund may:

(1) issue senior securities, mortgage or pledge assets, or borrow
money, except (a) the Fund may borrow from banks, and enter into reverse
repurchase agreements, in amounts up to 30% of its total assets (including the
amount borrowed); (b) the Fund may obtain such short-term credits as may be
necessary for the clearance of purchases and sales of portfolio securities; and
(c) the Fund may engage in futures and options transactions as permitted by the
1940 Act and enter into collateral arrangements relating thereto;

(2) underwrite securities issued by other persons except insofar as the
Trust or the Fund may technically be deemed an underwriter under the 1933 Act in
selling a portfolio security;

(3) make loans to other persons except: (a) through the lending of the
Fund's portfolio securities and provided that any such loans not exceed 30% of
the Fund's total assets (taken at market value); or (b) through the use of
repurchase agreements or the purchase of short-term obligations;

(4) purchase or sell commodities or real estate (including limited
partnership interests but excluding securities secured by real estate or
interests therein), in the ordinary course of business (except that the Trust
may engage in futures and options transactions as permitted by the 1940 Act and
enter into collateral arrangements relating thereto, and hold and sell, for the
Fund's portfolio, real estate acquired as a result of the Fund's ownership of
securities);

(5) concentrate its investments in any particular industry (excluding
U.S. Government securities), but if it is deemed appropriate for the achievement
of the Fund's investment objectives, up to 25% of its total assets may be
invested in any one industry; and

(6) purchase the securities of any one issuer if as a result more than
5% of the value of its total assets would be invested in the securities of such
issuer or the Fund would own more than 10% of the outstanding voting securities
of such issuer, except that up to 25% of the value of the Fund's total assets
may be invested without regard to these limitations, and provided that there is
no limitation with respect to investments in U.S. Government securities.

Additional non-fundamental investment restrictions adopted by each
Fund, which may be changed by the Board of Trustees, provide that no Fund may:

(i) purchase any security or evidence of interest therein on
margin, except that such short-term credit as may be necessary
for the clearance of purchases and sales of securities may be
obtained and except that deposits of initial deposit and
variation margin may be made in connection with the purchase,
ownership, holding or sale of futures;

(ii) invest for the purpose of exercising control or management;

(iii) purchase for the Fund securities of any investment company,
except that the Money Market Fund may purchase securities of
an investment company if such purchase at the time thereof
would cause: (a) more than 10% of the Fund's total assets
(taken at the greater of cost or market value) to be invested
in the securities of such issuers; (b) more than 5% of the
Fund's total assets (taken at the greater of cost or market
value) to be invested in any one investment company; or (c)
more than 3% of the outstanding voting securities of any such
issuer to be held for the Fund;

(iv) invest more than 15% of the Fund's net assets (10% in the case
of the Money Market Fund), in securities that are illiquid or
not readily marketable not including (a) Rule 144A securities
that have been determined to be liquid by the Board of
Trustees; and (b) commercial paper that is sold under Section
4(2) of the 1933 Act which is not traded in default as to
interest or principal.

There will be no violation of any investment restriction if that restriction is
complied with at the time the relevant action is taken notwithstanding a later
change in market value of an investment or in net or total assets.

RISK FACTORS AND CERTAIN SECURITIES AND INVESTMENT PRACTICES

Investment Objectives

The investment objective of each Fund is described in the Fund's
Prospectus. There can, of course, be no assurance that any Fund will achieve its
investment objective.

Investment Practices

This section contains supplemental information concerning certain types
of securities and other instruments in which one or more of the Funds may
invest, the investment policies and portfolio strategies that the Funds may
utilize, and certain risks attendant to such investments, policies and
strategies.

Bank Obligations. A description of the bank obligations which a Fund may
purchase include, but are not limited to, the following obligations:
certificates of deposits, time deposits, Eurodollar and Yankee dollar
obligations, bankers' acceptances, commercial paper, bank deposit notes and
other promissory notes, including floating or variable rate obligations issued
by U.S. or foreign bank holding companies and their bank subsidiaries, branches
and agencies. Certificates of deposit are issued against funds deposited in an
eligible bank (including its domestic and foreign branches, subsidiaries and
agencies), are for a definite period of time, earn a specified rate of return
and are normally negotiable. A bankers' acceptance is a short-term draft drawn
on a commercial bank by a borrower, usually in connection with a commercial
transaction. The borrower is liable for payment, as is the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Eurodollar obligations are U.S. dollar obligations issued outside the
United States by domestic or foreign entities. Yankee dollar obligations are
U.S. dollar obligations issued inside the United States by foreign entities.
Bearer deposit notes are obligations of a bank, rather than a bank holding
company. Similar to certificates of deposit, deposit notes represent bank level
investments and, therefore, are senior to all holding company corporate debt,
except certificates of deposit. All investments in bank obligations are limited
to the obligations of financial institutions having more than $1 billion in
total assets at the time of purchase.

Commercial Paper. Commercial paper includes short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations, and variable demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial institutions. A variable amount master demand note represents a
direct borrowing arrangement involving periodically fluctuating rates of
interest under a letter agreement between a commercial paper issuer and an
institutional lender pursuant to which the lender may determine to invest
varying amounts. Investments by a Fund in commercial paper will consist of
issues rated at the time A-1 and/or P-1 by Standard & Poor's Ratings Service
("Standard & Poor's") or Moody's Investors Service, Inc. ("Moody's"). In
addition, the Funds may acquire unrated commercial paper and corporate bonds
that are determined by the Adviser at the time of purchase to be of comparable
quality to rated instruments that may be acquired by such Fund as previously
described.

Foreign Securities. The Money Market Fund and the EAFE Equity Index Fund may
invest in the securities of foreign issuers. The EAFE Equity Index Fund may also
purchase foreign securities which are represented by American Depositary
Receipts ("ADRs") listed on a domestic securities exchange or included in the
NASDAQ National Market System, or foreign securities listed directly on a
domestic securities exchange or included in the NASDAQ National Market System.
ADRs are receipts typically issued by a U.S. bank or trust company evidencing
ownership of the underlying foreign securities. Certain such institutions
issuing ADRs may not be sponsored by the issuer. Issuers of ADRs in unsponsored
programs may not provide the same shareholder information in the U.S. that a
sponsored depositary is required to provide under its contractual arrangements
with the issuer.

Income and gains on such securities may be subject to foreign
withholding taxes. Investors should consider carefully the substantial risks
involved in securities of companies and governments of foreign nations, which
are in addition to the usual risks inherent in domestic investments.

There may be less publicly available information about foreign
companies comparable to the reports and ratings published about companies in the
United States. Foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards, and auditing practices
and requirements may not be comparable to those applicable to United States
companies. Foreign markets have substantially less volume than the New York
Stock Exchange and securities of some foreign companies are less liquid and more
volatile than securities of comparable United States companies. Commission rates
in foreign countries, which are generally fixed rather than subject to
negotiation as in the United States, are likely to be higher. In many foreign
countries there is less government supervision and regulation of stock
exchanges, brokers, and listed companies than in the United States.

Investments in companies domiciled in developing countries may be
subject to potentially higher risks than investments in developed countries.
These risks include: (i) less social, political and economic stability; (ii) the
small current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict the
Fund's investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interest; (iv) foreign taxation; and
(v) the absence of developed legal structures governing private or foreign
investment or allowing for judicial redress for injury to private property.

The Adviser endeavors to buy and sell foreign currencies on as
favorable a basis as practicable. Some price spread on currency exchange (to
cover service charges) may be incurred, particularly when a Fund changes
investments from one country to another or when proceeds of the sale of Fund
shares in U.S. dollars are used for the purchase of securities in foreign
countries. Also, some countries may adopt policies which may prevent or restrict
a Fund from transferring cash out of the country or withhold portions of
interest and dividends at the source. There is the possibility of expropriation,
nationalization or confiscatory taxation, withholding and other foreign taxes on
income or other amounts, foreign exchange controls (which may include suspension
of the ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments that could affect investments in securities of issuers in foreign
nations.

A Fund may be affected either unfavorably or favorably by fluctuations
in the relative rates of exchange between the currencies of different nations,
by exchange control regulations and by indigenous economic and political
developments. Changes in foreign currency exchange rates will influence values
within a Fund from the perspective of U.S. investors, and may also affect the
value of dividends and interest earned, gains and losses realized on the sale of
securities, and net investment income and gains, if any, to be distributed to
shareholders by a Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets. These forces are affected by the international balance of
payments and other economic and financial conditions, government intervention,
speculation and other factors. Each Adviser will attempt to avoid unfavorable
consequences and to take advantage of favorable developments in particular
nations where, from time to time, it places a Fund's investments.

Guaranteed Investment Contracts. The Money Market Fund may make limited
investments in guaranteed investment contracts ("GICs") issued by U.S. insurance
companies. Pursuant to such contracts, a Fund makes cash contributions to a
deposit fund of the insurance company's general account. The insurance company
then credits to the Fund on a monthly basis interest which is based on an index
(in most cases this index is expected to be the Salomon Brothers CD Index), but
is guaranteed not to be less than a certain minimum rate. A GIC is normally a
general obligation of the issuing insurance company and not funded by a separate
account. The purchase price paid for a GIC becomes part of the general assets of
the insurance company, and the contract is paid from the company's general
assets. The Money Market Fund will only purchase GICs from insurance companies
which, at the time of purchase, have assets of $1 billion or more. Generally,
GICs are not assignable or transferable without the permission of the issuing
insurance companies, and an active secondary market in GICs does not currently
exist. Therefore, GICs will normally be considered illiquid investments, and
will be acquired subject to the limitation on illiquid investments.

Illiquid Securities. The Funds may invest in illiquid securities which,
historically, include illiquid securities that are subject to contractual or
legal restrictions on resale because they have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), securities which are
otherwise not readily marketable and repurchase agreements having a maturity of
longer than seven (7) days. Securities which have not been registered under the
1933 Act are referred to as private placements or restricted securities and are
purchased directly from the issuer or purchased in the secondary market. Mutual
funds do not typically hold a significant amount of these restricted or other
illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities and a mutual fund might be unable to
dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven (7) days. A mutual fund might also have to register such restricted
securities in order to dispose of them resulting in additional expense and
delay. Adverse market conditions could impede such a public offering of
securities.

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the 1933 Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale of such investments to the
general public or to certain institutions may not be indicative of their
liquidity.

The Securities and Exchange Commission (the "SEC") has adopted Rule
144A, which allows a broader institutional trading market for securities
otherwise subject to restriction on their resale to the general public. Rule
144A establishes a "safe harbor" from the registration requirements of the 1933
Act for resales of certain securities to qualified institutional buyers.

The Manager will monitor the liquidity of Rule 144A securities in the
Funds' portfolios under the supervision of the Board of Trustees. In reaching
liquidity decisions, the Manager will consider, among other things, the
following factors: (i) the frequency of trades and quotes for the security; (ii)
the number of dealers and other potential purchasers wishing to purchase or sell
the security; (iii) dealer undertakings to make a market in the security; and
(iv) the nature of the security and of the marketplace trades (i.e., the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer).

Investment Company Securities. The Money Market Fund may invest in securities
issued by other investment companies. As a shareholder of another investment
company, the Money Market Fund would bear its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the expenses the Money Market Fund bears directly in connection
with its own operations. The Money Market Fund currently intends to limit its
investments in securities issued by other investment companies so that, as
determined immediately after a purchase of such securities is made: (i) not more
than 5% of the value of the Money Market Fund's total assets will be invested in
the securities of any one investment company; (ii) not more than 10% of the
value of its total assets will be invested in the aggregate in securities of
investment companies as a group; and (iii) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Money Market
Fund or by the Trust as a whole.

Lending of Portfolio Securities. By lending its securities, a Fund can increase
its income by continuing to receive interest on the loaned securities as well as
by either investing the cash collateral in short-term securities or obtaining
yield in the form of interest paid by the borrower when U.S. Government
obligations are used as collateral. There may be risks of delay in receiving
additional collateral or risks of delay in recovery of the securities or even
loss of rights in the collateral should the borrower of the securities fail
financially. A Fund will adhere to the following conditions whenever its
securities are loaned: (i) the Fund must receive at least 100 percent cash
collateral or equivalent securities from the borrower; (ii) the borrower must
increase this collateral whenever the market value of the securities including
accrued interest rises above the level of the collateral; (iii) the Fund must be
able to terminate the loan at any time; (iv) the Fund must receive reasonable
interest on the loan, as well as any dividends, interest or other distributions
on the loaned securities, and any increase in market value; (v) the Fund may pay
only reasonable custodian fees in connection with the loan; and (vi) voting
rights on the loaned securities may pass to the borrower; provided, however,
that if a material event adversely affecting the investment occurs, the Board of
Trustees must terminate the loan and regain the right to vote the securities.

Reverse Repurchase Agreements. The Money Market Fund may borrow funds for
temporary or emergency purposes, such as meeting larger than anticipated
redemption requests, and not for leverage, by among other things, agreeing to
sell portfolio securities to financial institutions such as banks and
broker-dealers and to repurchase them at a mutually agreed date and price (a
"reverse repurchase agreement"). At the time the Money Market Fund enters into a
reverse repurchase agreement, it will place in a segregated custodial cash
account U.S. Government obligations or other liquid portfolio securities having
a value equal to the repurchase price, including accrued interest. Reverse
repurchase agreements involve the risk that the market value of the securities
sold by the Fund may decline below the repurchase price of those securities.
Reverse repurchase agreements are considered to be borrowings by the Money
Market Fund.

Short-Term Instruments. When an Index Fund experiences large cash inflows
through the sale of shares, and desirable equity securities that are consistent
with the Fund's investment objective are unavailable in sufficient quantities or
at attractive prices, the Fund may hold short-term investments for a limited
time pending availability of such equity securities. Short-term instruments
consist of: (i) short-term obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities or by any U.S. state;
(ii) other short-term debt securities rated AA or higher by Standard & Poor's or
Aa or higher by Moody's or, if unrated, of comparable quality in the opinion of
State Street Global Advisors; (iii) commercial paper; (iv) bank obligations,
including negotiable certificates of deposit, time deposits and bankers'
acceptances; and (v) repurchase agreements. At the time an Index Fund invests in
commercial paper, bank obligations or repurchase agreements, the issuer or the
issuer's parent must have outstanding debt rated AA or higher by Standard &
Poor's or Aa or higher by Moody's or outstanding commercial paper or bank
obligations rated A-1 by Standard & Poor's or Prime-1 by Moody's; or, if no such
ratings are available, the instrument must be of comparable quality in the
opinion of State Street Global Advisors.

Stock Index Futures, Options on Stock Index Futures Contracts and Stock Indices.
The Index Funds may purchase and sell stock index futures, options on stock
indices and options on stock index futures contracts as a hedge against
movements in the equity markets.

Stock Index Futures Contracts. A stock index futures contract is an
agreement in which one party agrees to deliver to the other an amount of cash
equal to a specific dollar amount times the difference between the value of a
specific stock index at the close of the last trading day of the contract and
the price at which the agreement is made. No physical delivery of securities is
made. These investments will be made by a Fund solely for cash management
purposes, and if they are economically appropriate to the reduction of risks
involved in the management of the Fund.

At the same time a futures contract is purchased or sold, the Fund must
allocate cash or securities as a deposit payment ("initial deposit"). It is
expected that the initial deposit would be approximately 1 1/2% to 5% of a
contract's face value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required, since each day the Fund would
maintain margin that reflects any decline or increase in the contract's value.

U.S. futures contracts have been designed by exchanges which have been
designated "contracts markets" by the Commodity Futures Trading Commission
("CFTC"), and must be executed through a futures commission merchant, or
brokerage firm, which is a member of the relevant contract market. Futures
contracts trade on a number of exchange markets, and, through their clearing
corporations, the exchanges guarantee performance of the contracts as between
the clearing members of the exchange.

There are several risks associated with the use of futures by the Index
Funds as hedging devices. One risk arises because of the imperfect correlation
between movements in the price of the futures and movements in the stock indices
which are the subject of the hedge. The price of the future may move more than
or less than the stock index being hedged. If the price of the futures moves
less than the value of the stock indices which are the subject of the hedge, the
hedge will not be fully effective but, if the value of the stock indices being
hedged has moved in a unfavorable direction, the Fund would be in a better
position than if it had not hedged at all. If the value of the stock index being
hedged has moved in a favorable direction, this advantage will be partially
offset by the loss on the futures. If the price of the futures moves more than
the value of the stock index, the Fund involved will experience either a loss or
gain on the futures which will not be completely offset by movements in the
price of the instruments which are the subject of the hedge. To compensate for
the imperfect correlation of movements in the value of the stock index being
hedged and movements in the price of futures contracts, the Fund may buy or sell
futures contracts in a greater dollar amount than the value of the stock index
being hedged if the volatility over a particular time period of the prices of
such instruments has been greater than the volatility over such time period of
the futures, or if otherwise deemed to be appropriate by the Adviser.
Conversely, the Index Funds may buy or sell fewer futures contracts if the
volatility over a particular time period of the value of the stock index being
hedged is less than the volatility over such time period of the futures contract
being used, or if otherwise deemed to be appropriate by the Adviser.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and the
indices being hedged, the price of futures may not correlate perfectly with
movements in the cash market due to certain market distortions. Rather than
meeting additional margin deposit requirements, investors may close futures
contracts through off-setting transactions which could distort the normal
relationship between the cash and futures markets. Second, with respect to
financial futures contracts, the liquidity of the futures market depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced thus producing distortions. Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market, and because of the imperfect correlation between the movements
in the cash market and movements in the price of futures, a correct forecast of
general market trends by State Street Global Advisors may still not result in a
successful hedging transaction over a short time frame. Successful use of
futures by the Funds is also subject to State Street Advisor's ability to
predict correctly movements in the direction of the market.

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

Further, it should be noted that the liquidity of a secondary market in
a futures contract may be adversely affected by "daily price fluctuation limits"
established by commodity exchanges which limit the amount of fluctuation in a
futures contract price during a single trading day. Once the daily limit has
been reached in the contract, no trades may be entered into at a price beyond
the limit, thus preventing the liquidation of open futures positions. The
trading of futures contracts is also subject to the risk of trading halts,
suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal activity, which could at times make it difficult or
impossible to liquidate existing positions or to recover excess variation margin
payments.

Options on Stock Index Futures Contracts. The Index Funds may purchase
and write call and put options on stock index futures contracts. The Index Funds
may use such options on futures contracts in connection with their hedging
strategies in lieu of purchasing and selling the underlying futures or
purchasing and writing options directly on the underlying indices. For example,
the Index Funds may purchase put options or write call options on stock index
futures, rather than selling futures contracts, in anticipation of a decline in
general stock market prices or purchase call options or write put options on
stock index futures, rather than purchasing such futures, to hedge against
possible increases in the price of securities which the Funds intend to
purchase.

Like the buyer or seller of a futures contract, the holder, or writer,
of an option has the right to terminate its position prior to the scheduled
expiration of the option by selling, or purchasing an option of the same series,
at which time the person entering into the closing transaction will realize a
gain or loss. A Fund will be required to deposit initial margin and variation
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements similar to those described above.

Investments in futures options involve some of the same considerations
that are involved in connection with investments in futures contracts (for
example, the existence of a liquid secondary market). In addition, the purchase
or sale of an option also entails the risk that changes in the value of the
underlying futures contract will not correspond to changes in the value of the
option purchased. Depending on the pricing of the option compared to either the
futures contract upon which it is based or value of the specific stock index, an
option may or may not be less risky than ownership of the futures contract. In
general, the market prices of options can be expected to be more volatile than
the market prices on the underlying futures contracts. Compared to the purchase
or sale of futures contracts, however, the purchase of call or put options on
futures contracts may frequently involve less potential risk to a Fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs).

Options on Stock Indices. An option on a stock index gives the holder
the right to receive, upon exercise of the option, an amount of cash if the
closing level of that stock index is greater than, in the case of a call option,
or less than, in the case of a put option, the exercise price of the option.
This amount of cash is equal to such difference between the closing price of the
index and the exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in return for the
premium received, to make delivery of this amount. All settlements of options on
stock indices are in cash, and gain or loss depends on general movements in the
stocks included in the index rather than price movements in particular stocks.

Options on securities indices entail certain risks. The absence of a
liquid secondary market to close out options positions on securities indices may
occur, although an Index Fund generally will only purchase or write such an
option if State Street Global Advisors believes the option can be closed out.

Use of options on securities indices also entails the risk that trading
in such options may be interrupted if trading in certain securities included in
the index is interrupted. A Fund will not purchase such options unless State
Street Global Advisors believes the market is sufficiently developed such that
the risk of trading in such options is no greater than the risk of trading in
options on securities.

Price movements in a Fund's portfolio may not correlate precisely with
movements in the level of an index and, therefore, the use of options on indices
cannot serve as a complete hedge. Because options on securities indices require
settlement in cash, State Street Global Advisors may be forced to liquidate an
Index Fund's portfolio securities to meet settlement obligations.

Stripped Securities. The Money Market Fund may acquire U.S. Government
obligations and their unmatured interest coupons that have been separated
("stripped") by their holder, typically a custodian bank or investment brokerage
firm. Having separated the interest coupons from the underlying principal of the
U.S. Government obligations, the holder will resell the stripped securities in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" ("TIGRs") and "Certificate of Accrual on Treasury
Securities" ("CATS"). The stripped coupons are sold separately from the
underlying principal, which is usually sold at a deep discount because the buyer
receives only the right to receive a future fixed payment on the security and
does not receive any rights to periodic interest (cash) payments. The underlying
U.S. Treasury bonds and notes themselves are held in book-entry form at the
Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered
securities which are ostensibly owned by the bearer or holder), in trust on
behalf of the owners. Counsel to the underwriters of these certificates or other
evidences of ownership of U.S. Treasury securities have stated that, in their
opinion, purchasers of the stripped securities most likely will be deemed the
beneficial holders of the underlying U.S. Government obligations for federal tax
and securities purposes. The Trust is not aware of any binding legislative,
judicial or administrative authority on this issue.

Only instruments which are stripped by the issuing agency will be
considered U.S. Government obligations. Securities such as CATS and TIGRs which
are stripped by their holder do not qualify as U.S. Government obligations.

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

U.S. Government Obligations. Obligations issued or guaranteed by U.S. Government
agencies or instrumentalities may or may not be backed by the "full faith and
credit" of the United States. In the case of securities not backed by the full
faith and credit of the United States, a Fund must look principally to the
federal agency issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitments. U.S.
Government obligations that are not backed by the full faith and credit of the
United States include, but are not limited to, obligations of the Tennessee
Valley Authority, the Federal Home Loan Mortgage Corporation, the U.S. Postal
Service and the Export-Import Bank of the United States, each of which has the
right to borrow from the U.S. Treasury to meet its obligations, and obligations
of the Federal Farm Credit System and the Federal Home Loan Banks, both of whose
obligations may be satisfied only by the individual credits of each issuing
agency. Securities which are backed by the full faith and credit of the United
States include obligations of the Government National Mortgage Association and
the Farmers Home Administration.

Variable and Floating Rate Instruments. Debt instruments may be structured to
have variable or floating interest rates. Variable and floating rate obligations
purchased by the Money Market Fund may have stated maturities in excess of the
Fund's maturity limitation if the Fund can demand payment of the principal of
the instrument at least once during such period on not more than 30 days' notice
(this demand feature is not required if the instrument is guaranteed by the U.S.
Government or an agency thereof). These instruments may include variable amount
master demand notes that permit the lender under the note to determine the
amount of the credit given (with predetermined ranges), in addition to providing
for periodic adjustments in the interest rates. The Adviser will consider the
earning power, cash flows and other liquidity ratios of the issuers and
guarantors of such instruments and, if the instrument is subject to a demand
feature, will continuously monitor their financial ability to meet payment on
demand. Where necessary to ensure that a variable or floating rate instrument is
equivalent to the quality standards applicable to the Money Market Fund, the
issuer's obligation to pay the principal of the instrument will be backed by an
unconditional bank letter or line of credit, guarantee or commitment to lend.
The Money Market Fund will invest in variable and floating rate instruments only
when the Adviser deems the investment to involve minimal credit risk, pursuant
to standards adopted by the Board of Trustees.

When-Issued and Delayed Delivery Securities. The Money Market Fund may purchase
securities on a when-issued or delayed delivery basis. For example, delivery of
and payment for these securities can take place a month or more after the date
of the purchase commitment. The purchase price and the interest rate payable, if
any, on the securities are fixed on the purchase commitment date or at the time
the settlement date is fixed. The value of such securities is subject to market
fluctuation and no interest accrues to the Fund until settlement takes place. At
the time the Money Market Fund makes a commitment to purchase securities on a
when-issued or delayed delivery basis, it will record the transaction, reflect
the value each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average maturity from
that date. At the time of settlement a when-issued security may be valued at
less than the purchase price. To facilitate such acquisitions, the Money Market
Fund will maintain with the Fund's custodian a segregated account with liquid
assets, consisting of cash, U.S. Government securities or other appropriate
securities, in an amount at least equal to such commitments. On delivery dates
for such transactions, the Money Market Fund will meet its obligations from
maturities or sales of the securities held in the segregated account and/or from
cash flows. If the Money Market Fund chooses to dispose of the right to acquire
a when-issued security prior to its acquisition, it could, as with the
disposition of any other Fund obligation, incur a gain or loss due to market
fluctuation.

Yields and Ratings. The yields on certain obligations, including the money
market instruments in which each Fund may invest (such as commercial paper and
bank obligations), are dependent on a variety of factors, including general
money market conditions, conditions in the particular market for the obligation,
the financial condition of the issuer, the size of the offering, the maturity of
the obligation and the ratings of the issue. The ratings of Standard & Poor's,
Moody's, Duff & Phelps Credit Rating Co., Thomson Bank Watch, Inc., and other
nationally recognized statistical ratings organizations ("NRSROs") represent
their respective opinions as to the quality of the obligations they undertake to
rate. Ratings, however, are general and are not absolute standards of quality.
Consequently, obligations with the same rating, maturity and interest rate may
have different market prices.

Portfolio Transactions and Brokerage Commissions

The Advisers are responsible for decisions to buy and sell securities,
futures contracts and options on such securities and futures for the Funds, the
selection of brokers, dealers and futures commission merchants to effect
transactions and the negotiation of brokerage commissions, if any.
Broker-dealers may receive brokerage commissions on Fund transactions, including
options, futures and options on futures transactions and the purchase and sale
of underlying securities upon the exercise of options. Purchases and sales of
certain portfolio securities on behalf of a Fund are frequently placed by an
Adviser with the issuer or a primary or secondary market-maker for these
securities on a net basis, without any brokerage commission being paid by the
Fund. Trading does, however, involve transaction costs. Transactions with
dealers serving as market-makers reflect the spread between the bid and asked
prices. Transaction costs may also include fees paid to third parties for
information as to potential purchasers or sellers of securities. Purchases of
underwritten issues may be made which will include an underwriting fee paid to
the underwriter.

Each Adviser seeks to evaluate the overall reasonableness of the
brokerage commissions paid (to the extent applicable) in placing orders for the
purchase and sale of securities for the Fund or Funds it advises, taking into
account such factors as price, commission (negotiable in the case of national
securities exchange transactions), if any, size of order, difficulty of
execution and skill required of the executing broker-dealer through familiarity
with commissions charged on comparable transactions, as well as by comparing
commissions paid by the Fund to reported commissions paid by others. The
Advisers review on a routine basis commission rates, execution and settlement
services performed, making internal and external comparisons.

Each Adviser is authorized, consistent with Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), when placing
portfolio transactions for a Fund with a broker to pay a brokerage commission
(to the extent applicable) in excess of that which another broker might have
charged for effecting the same transaction on account of the receipt of
research, market or statistical information. The term "research, market or
statistical information" includes advice as to the value of securities; the
advisability of investing in, purchasing or selling securities; the availability
of securities or purchasers or sellers of securities; and furnishing analyses
and reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy and the performance of accounts.

Consistent with the policy stated above, and such other policies as the
Board of Trustees may determine, an Adviser may consider sales of shares of a
Fund or a Contract as a factor in the selection of broker-dealers to execute
portfolio transactions. An Adviser may make such allocations if commissions are
comparable to those charged by nonaffiliated, qualified broker-dealers for
similar services.

Higher commissions may be paid to firms that provide research services
to the extent permitted by law. An Adviser may use this research information in
managing a Fund's assets, as well as the assets of other clients.

Except for implementing the policies stated above, there is no
intention to place portfolio transactions with particular brokers or dealers or
groups thereof. In effecting transactions in over-the-counter securities, orders
are placed with the principal market-makers for the security being traded
unless, after exercising care, it appears that more favorable results are
available otherwise.

Although certain research, market and statistical information from
brokers and dealers can be useful to the Funds and to the Advisers, it is the
opinion of the Manager that such information is only supplementary to the
Advisers' own research efforts, since the information must still be analyzed,
weighed and reviewed by the Advisers' staff. Such information may be useful to
an Adviser in providing services to clients other than the Funds, and not all
such information is used by Advisers in connection with the Funds. Conversely,
such information provided to the Advisers by brokers and dealers through whom
other clients of the Advisers effect securities transactions may be useful to
the Advisers in providing services to the Funds.

In certain instances there may be securities which are suitable for a
Fund as well as for one or more of an Adviser's other clients. Investment
decisions for a Fund and for the relevant Adviser's other clients are made with
a view to achieving their respective investment objectives. It may develop that
a particular security is bought or sold for only one client even though it might
be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling that same security. Some simultaneous transactions are inevitable when
several clients receive investment advice from the same investment adviser,
particularly when the same security is suitable for the investment objectives of
more than one client. When two or more clients are simultaneously engaged in the
purchase or sale of the same security, the securities are allocated among
clients in a manner believed to be equitable to each. It is recognized that in
some cases this system could have a detrimental effect on the price or volume of
the security as far as a Fund is concerned. However, it is believed that the
ability of a Fund to participate in volume transactions will produce better
executions for the Funds.

PERFORMANCE INFORMATION

Standard Performance Information

From time to time, quotations of the Funds' performance may be included
in advertisements, sales literature or shareholder reports.

Yield of the Money Market Fund. The Money Market Fund will prepare a
current quotation of yield from time to time. The yield quoted will be the
simple annualized yield for an identified seven calendar day period. The yield
calculation will be based on a hypothetical account having a balance of exactly
one share at the beginning of the seven-day period. The base period return will
be the change in the value of the hypothetical account during the seven-day
period, including dividends declared on any shares purchased with dividends on
the shares but excluding any capital changes. The Fund may also prepare an
effective annual yield computed by compounding the unannualized seven-day period
return as follows: by adding 1 to the unannualized seven-day period return,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result.

EFFECTIVE YIELD = [(base period return + 1) 365/7] - 1

The Money Market Fund's yield will fluctuate, and annualized yield
quotations are not a representation by the Fund as to what an investment in the
Fund will actually yield for any given period. Actual yields will depend on
changes in interest rates generally during the period in which the investment in
the Money Market Fund is held, and on the quality, length of maturity and type
of instruments in the Fund's portfolio and its operating expenses.

Total Returns of the Funds. The Funds may quote their average annual
total return figures and/or aggregate total return figures. A Fund's "average
annual total return" figures are computed according to a formula prescribed by
the SEC. The formula can be expressed as follows:

P (1+T)n = ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical
$1,000 investment made at the beginning of a
1-, 5- or 10-year period at the end of a 1-,
5- or 10-year period (or fractional portion
thereof), assuming reinvestment of all
dividends and distributions

A Fund's aggregate total return figures represent the cumulative change
in the value of an investment in the Fund for the specified period and are
computed according to the following formula:

AGGREGATE TOTAL RETURN = ERV - P
P

Where: P = a hypothetical initial payment of $10,000
ERV = Ending Redeemable Value of a hypothetical
$10,000 investment made at the beginning of
a 1-, 5- or 10-year period at the end of a
1-, 5- or 10-year period (or fractional
portion thereof), assuming reinvestment of
all dividends and distributions

Each Fund's performance will vary from time to time depending upon
market conditions, the composition of its portfolio and its operating expenses.
Consequently, any given performance quotation should not be considered
representative of a Fund's performance for any specified period in the future.
In addition, because the performance will fluctuate, it may not provide a basis
for comparing an investment in a Fund with certain bank deposits or other
investments that pay a fixed yield for a stated period of time.

Comparison of Fund Performance

Comparison of the quoted non-standardized performance of various
investments is valid only if performance is calculated in the same manner. Since
there are different methods of calculating performance, investors should
consider the effect of the methods used to calculate performance when comparing
performance of the Funds with performance quoted with respect to other
investment companies or types of investments.

In connection with communicating its performance to current or
prospective shareholders, each Fund also may compare these figures to the
performance of other mutual funds tracked by mutual fund rating services or to
unmanaged indices which may assume reinvestment of dividends but generally do
not reflect deductions for administrative and management costs.

Evaluations of the Funds' performance made by independent sources may
also be used in advertisements concerning the Funds. Sources for the Funds'
performance information could include the following: Barron's, Business Week,
Changing Times, Consumer Digest, Financial Times, Financial World, Forbes,
Fortune, Investor's Daily, Lipper Analytical Services, Inc.'s Mutual Fund
Performance Analysis, Money, Morningstar Inc., New York Times, Personal
Investing News, Personal Investor, Success, The Kiplinger's Magazine, U.S. News
and World Report, Value Line, Wall Street Journal, Weisenberger Investment
Companies Services and Working Women.

DETERMINATION OF NET ASSET VALUE

A Fund's shares are purchased and redeemed at the net asset value per
share. The net asset value per share of each Fund is calculated on each day,
Monday through Friday, except days on which the NYSE is closed. The NYSE is
currently scheduled to be closed on the following holidays: New Year's Day,
Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day, and on the
preceding Friday or subsequent Monday when a holiday falls on a Saturday or
Sunday, respectively.

Each Fund's net asset value per share is determined as of the close of
regular trading on the NYSE, normally 4:00 p.m., Eastern Time, by taking the
value of all assets of the Fund, subtracting its liabilities, dividing by the
number of shares outstanding and adjusting to the nearest cent.

Index Funds. In the calculation of each Index Fund's net asset value:
(1) a portfolio security listed or traded on a stock exchange or quoted by
NASDAQ is valued at its last sale price on that exchange or market (if there
were no sales that day, the security is valued at the mean of the closing bid
and asked prices; if there were no asked prices quoted on that day, the security
is valued at the closing bid price); (2) all other portfolio securities for
which over-the-counter market quotations are readily available are valued at the
mean of the current bid and asked prices (if there were no asked prices quoted
on that day, the security is valued at the closing bid price); (3) U.S.
Government obligations and other debt instruments having 60 days or less
remaining until maturity are valued at amortized cost; (4) debt instruments
having more than 60 days remaining until maturity are valued at the highest bid
price obtained from a dealer maintaining an active market in that security or on
the basis of prices obtained from a pricing service approved as reliable by the
Board of Trustees; and (5) all other investment assets, including restricted and
not readily marketable securities, are valued by the Fund under procedures
established by and under the general supervision and responsibility of the Board
of Trustees designed to reflect in good faith the fair value of such securities.

Money Market Fund. The Money Market Fund will use the amortized cost
method to determine the value of its portfolio securities pursuant to Rule 2a-7
under the 1940 Act. The amortized cost method involves valuing a security at its
cost and amortizing any discount or premium over the period until maturity
regardless of the impact of fluctuating interest rates on the market value of
the security. While this method provides certainty in valuation, it may result
in periods during which the value, as determined by amortized cost, is higher or
lower than the price which the Fund would receive if the security were sold.
During these periods, the yield to a shareholder may differ somewhat from that
which could be obtained from a similar fund which utilizes a method of valuation
based upon market prices. Thus, during periods of declining interest rates, if
the use of the amortized cost method resulted in lower value of the Money Market
Fund's portfolio on a particular day, a prospective investor in the Fund would
be able to obtain a somewhat higher yield than would result from an investment
in a fund utilizing solely market values and existing Fund shareholders would
receive correspondingly less income. The converse would apply during periods of
rising interest rates.

Rule 2a-7 provides that in order to value its portfolio using the
amortized cost method, the Money Market Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase securities having
remaining maturities of 397 days or less and invest only in U.S. dollar
denominated eligible securities determined by the Board of Trustees to be of
minimal credit risk and which: (1) have received one of the two highest
short-term ratings by at least two NRSROs, such as "A-1" by Standard & Poor's
Ratings Service and "P-1" by Moody's Investors Service, Inc.; (2) are single
rated and have received the highest short-term rating by an NRSRO; or (3) are
unrated, but are determined to be of comparable quality by the Adviser pursuant
to guidelines approved by the Board of Trustees.

In addition, the Money Market Fund will not invest more than 5% of its
total assets in the securities (including the securities collateralizing a
repurchase agreement) of a single issuer, except that the Fund may invest in
U.S. Government securities or repurchase agreements that are collateralized by
U.S. Government securities without any such limitation. Furthermore, the
limitation does not apply with respect to conditional and unconditional puts
issued by a single issuer, provided that with respect to 75% of the Money Market
Fund's assets, no more than 10% of the Fund's total assets are invested in
securities issued or guaranteed by the issuer of the put. Investments in rated
securities not rated in the highest category by at least two rating
organizations (or one rating organization if the instrument was rated by only
one such organization), and unrated securities not determined by the Board of
Trustees to be comparable to those rated in the highest rating category, will be
limited to 5% of the Fund's total assets, with investment in any one such issuer
being limited to no more than the greater of 1% of the Fund's total assets or $1
million.

Pursuant to Rule 2a-7, the Board of Trustees has established procedures designed
to stabilize, to the extent reasonably possible, the price per share of the
Money Market Fund, as computed for the purpose of sales and redemptions, at
$1.00 per share. Such procedures include review of the Money Market Fund's
portfolio holdings by the Board of Trustees, at such intervals as it may deem
appropriate, to determine whether the asset value of the Fund calculated by
using available market quotations deviates from $1.00 per share based on
amortized cost. The extent of any deviation will be examined by the Board of
Trustees. If such deviation exceeds 1/2 of 1%, the Board of Trustees will
promptly consider what action, if any, will be initiated. In the event the Board
of Trustees determines that a deviation exists that may result in material
dilution or other unfair results to investors or existing shareholders, the
Board of Trustees will take such corrective action as it regards as necessary
and appropriate.

MANAGEMENT OF THE TRUST

The Board of Trustees meet throughout the year to oversee the
activities of the Funds. In addition, the Trustees review contractual
arrangements with companies that provide services to the Funds and review the
Funds' performance.

The Trustees and officers of the Trust and their principal occupations
during the past five years are set forth below. Their titles may have varied
during that period. Asterisks indicate those Trustees who are "interested
persons" (as defined in the 1940 Act) of the Trust.
<TABLE>
<CAPTION>

Trustees and Officers
<S> <C> <C>

Position Held Principal Occupations
Name, Address and Age with the Trust During Past 5 Years
- --------------------- -------------- -------------------

Julie A. Tedesco, 40 Trustee Counsel, First Data Investor Services Group,
First Data Investor Services Group, Inc. ("Investor Services Group") (May 1994 to
Inc. present); Assistant Counsel, The Boston
53 State Street Company Advisors Inc. (July 1992 to May 1994)
Boston, MA 02109

Teresa M.R. Hamlin, 34 Trustee Counsel, Investor Services Group (May 1994 to
First Data Investor Services Group present); Paralegal Manager, The Boston
Inc. Company Advisors Inc. (July 1990 to May 1994)
53 State Street
Boston, MA 02109

</TABLE>

[To be completed in a pre-effective amendment filing
to this Registration Statement.]

[No person who is an officer or director of Sage is an officer or
Trustee of the Trust.] No director, officer or employee of FDDI, Investor
Services Group or any of their affiliates, will receive any compensation from
the Trust for serving as an officer or Trustee of the Trust.

As of [__________], 1998, the Trustees and officers of the Trust owned in
the aggregate less than 1% of the shares of any
Fund or the Trust (all series taken together).

The Trust pays each Trustee who is not an employee of the Manager or an
Adviser or one of their affiliates an annual fee of $[____] and $[____] for each
meeting of the Board of Trustees attended by a Trustee, and reimburses each
Trustee for certain travel and other out-of-pocket expenses incurred by them in
connection with attending such meetings. Trustees and officers of the Trust who
are employed by the Manager, an Adviser, FDDI, Investor Services Group or one of
their affiliates receive no compensation or expense reimbursement from the
Trust.

Investment Manager

Sage Advisors, Inc., the manager of the Fund, has its principal business
offices located at 300 Atlantic Street, Suite 302,
Stamford, Connecticut 06901.

Pursuant to a Management Agreement with the Trust, the Manager, subject
to the supervision of the Board of Trustees, and in conformity with the stated
policies of the Funds, will provide overall management to each Fund in
accordance with each Fund's investment objective, restrictions and policies as
stated in the Funds' Prospectus and SAI filed with the SEC, as the same may be
amended from time to time. The management services provided to the Fund are not
exclusive under the terms of the Management Agreement and the Manager is free to
render management or investment advisory services to others.

The Manager bears all expenses in connection with the services it
renders under the Management Agreement and the costs and expenses payable to the
Advisers pursuant to the Investment Advisory Agreement between the Manager and
each Adviser.

[The Management Agreement provides that absent willful misfeasance, bad
faith, gross negligence or reckless disregard of its duty ("Disabling Conduct"),
the Manager will not be liable for any error of judgment or mistake of law or
for losses sustained by a Fund in connection with the matters relating to the
Management Agreement. However, the Management Agreement provides that no Fund is
waiving any rights it may have which cannot be waived. The Management Agreement
also provides indemnification for the Manager and it directors, officers,
employees and controlling persons for any conduct that does not constitute
Disabling Conduct.]

The Management Agreement is terminable without penalty on sixty (60)
days' written notice by the Manager or by the Fund when authorized by the Board
of Trustees or a majority, as defined in the 1940 Act, of the outstanding shares
of each Fund. The Management Agreement will automatically terminate in the event
of its assignment, as defined in the 1940 Act and rules thereunder. The
Management Agreement provides that, unless terminated, it will remain in effect
for two years following the date of the Agreement and thereafter from year to
year, so long as such continuance of the Management Agreement is approved
annually by the Board of Trustees or a vote by a majority of the outstanding
shares of the Fund and in either case, by a majority vote of the Trustees who
are not interested persons of the Fund within the meaning of the 1940 Act
("Disinterested Trustees") cast in person at a meeting called specifically for
the purpose of voting on the continuance.

Investment Advisers

The investment adviser for the Index Funds is State Street Global
Advisors, a division of State Street Bank and Trust Company, with principal
offices located at Two International Place, Boston, Massachusetts 02110. State
Street Bank and Trust Company is a wholly-owned subsidiary of State Street
Corporation. The investment adviser for the Money Market Fund is
[___________________], with principal offices located at
[___________________________].

Under the terms of the Funds' Sub-Advisory Agreements between Sage and
each Adviser (the "Advisory Agreements"), State Street Global Advisors manages
the Index Funds and [_______________] manages the Money Market Fund, subject to
the supervision and direction of Sage and the Board of Trustees. Each Adviser
will: (i) act in strict conformity with the Trust's Declaration of Trust, the
1940 Act and the Investment Advisers Act of 1940, as the same may from time to
time be amended; (ii) manage the relevant Fund or Funds in accordance with the
Funds' investment objectives, restrictions and policies; (iii) make investment
decisions for the relevant Fund or Funds; and (iv) place purchase and sales
orders for securities and other financial instruments on behalf of the Fund or
Funds it advises.

Sage and the Advisers bear all expenses in connection with the
performance of their services under the Management Agreement and the Advisory
Agreements, respectively. The Funds bear certain other expenses incurred in
their operation, including: taxes, interest, brokerage fees and commissions, if
any; fees of the Board of Trustees, who are not officers, directors or employees
of Sage, FDDI or any of their affiliates; SEC fees; charges of custodians and
transfer and dividend disbursing agents; certain insurance premiums; outside
auditing and legal expenses; cost of maintenance of corporate existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and SAIs for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of shareholders, officers and the Trust's
Trustees; and any extraordinary expenses.

[Each Advisory Agreement provides that absent Disabling Conduct, the
Adviser will not be liable for any error of judgment or mistake of law or for
losses sustained by a Fund. However, the Advisory Agreements provide that no
Fund is waiving any rights it may have which cannot be waived. The Advisory
Agreements also provide indemnification for the Advisers and their directors,
officers, employees and controlling persons for any conduct that does not
constitute Disabling Conduct. The Advisory Agreements permit the Advisers to act
as investment advisers to others, provided that whenever a Fund and one or more
other portfolios of or investment companies advised by the Advisers have
available funds for investment, investments suitable and appropriate for each
will be allocated in a manner believed to be equitable to each entity. In some
cases, this procedure may adversely affect the size of the position obtainable
for a Fund.]

[Each Advisory Agreement is terminable without penalty on sixty (60)
days' written notice by the Manager, the Adviser or the Board of Trustees, or by
vote of a majority, as defined in the 1940 Act, of the outstanding shares of the
applicable Fund. Each Advisory Agreement will automatically terminate in the
event of its assignment, as defined in the 1940 Act, and rules thereunder. Each
Advisory Agreement provides that, unless terminated, it will remain in effect
for two years following the date of the Agreement and thereafter from year to
year, so long as such continuance of the Advisory Agreement is approved annually
by the Board of Trustees or a vote by a majority of the outstanding shares of
the applicable Fund and in either case, by a majority vote of the Disinterested
Trustees cast in person at a meeting called specifically for the purpose of
voting on the continuance of the Advisory Agreements.]

Distribution Plan

[The shareholders of each Fund have approved Distribution Plans for
each Fund which authorize payments by each Fund in connection with the
distribution of its shares at an annual rate of up to 0.25% of each Fund's
average daily net assets. Under each Fund's Distribution Plan the Fund may pay
the Distributor for various costs actually incurred or paid in connection with
the distribution of each Fund's shares and/or servicing of shareholder accounts.
Such costs include the costs of financing activities primarily intended to
result in the sale of the Funds' shares, such as the costs (1) of printing and
mailing the Funds' prospectuses, SAIs and shareholder reports to prospective
shareholders and Contract Owners; (2) relating to the Funds' advertisements,
sales literature and other promotional materials; (3) of obtaining information
and providing explanations to shareholders and Contract Owners regarding the
Funds; (4) of training sales personnel and of personal service; and/or (5)
maintenance of shareholder and Contract Owner accounts with respect to each
Fund's shares attributable to such accounts. The Distributor, in turn, may
compensate Insurers or others for such activities.]

FDDI will not seek payment by the Funds for distribution expenses
incurred with respect to any Fund during the fiscal year ending December 31,
1998. FDDI will provide advance notice to Contract Owners, Retirement Plans, and
Insurance Companies, prior to seeking reimbursement of future expenses.

Administrator

Investor Services Group, located at One Exchange Place, Boston,
Massachusetts 02109, serves as the administrator of the Funds. As the
administrator, Investor Services Group is obligated on a continuous basis to
provide such administrative services as the Board of Trustees reasonably deems
necessary for the proper administration of the Funds. Investor Services Group
will generally assist in all aspects of the Funds' operations; supply and
maintain office facilities (which may be in Investor Services Group's own
offices), statistical and research data, data processing services, clerical,
accounting, bookkeeping and recordkeeping services (including without limitation
the maintenance of such books and records as are required under the 1940 Act and
the rules thereunder, except as maintained by other agents), internal auditing,
executive and administrative services, and stationery and office supplies;
prepare reports to shareholders or investors; prepare and file tax returns;
supply financial information and supporting data for reports to and filings with
the SEC; supply supporting documentation for meetings of the Board of Trustees;
provide monitoring reports and assistance regarding compliance with the Trust's
Declaration of Trust and By-laws, the Funds' investment objectives, restrictions
and policies and with federal securities laws; arrange for appropriate insurance
coverage; calculate net asset values, net income and realized capital gains or
losses; and negotiate arrangements with, and supervise and coordinate the
activities of, agents and others to supply services.

Custodian and Transfer Agent

[_____________], located at [___________________], serves as
custodian for the Funds. As custodian, it holds the Funds'
assets.

Investor Services Group serves as transfer agent of the Trust. Under
its transfer agency agreement with the Trust, Investor Services Group maintains
the shareholder account records for the Funds, handles certain communications
between shareholders and the Funds and distributes any of the Funds' dividends
and distributions.

Counsel and Independent Accountants

Sutherland, Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W.,
Washington, DC 20004-2404, serves as Counsel to the Trust. [_____________], 787
Seventh Avenue, New York, New York 10019], acts as independent accountants of
the Trust and the Funds.

ORGANIZATION OF THE TRUST

The Trust is a Delaware business trust established under a Declaration
of Trust dated January 9, 1998, and currently consists of four separately
managed portfolios. The capitalization of the Trust consists solely of an
unlimited number of shares of beneficial interest with a par value of $0.001 per
share of each Fund. The Board of Trustees may establish additional funds (with
different investment objectives, restrictions and fundamental policies) at any
time in the future. The establishment and offering of additional funds will not
alter the rights of the Trust's shareholders. When issued, shares are fully
paid, non-assessable, redeemable and freely transferable. Shares do not have
preemptive rights or subscription rights. In any liquidation of a Fund, each
shareholder is entitled to receive his pro rata share of the net assets of that
Fund.

Under the Declaration of Trust, the Trust is not required to hold
annual meetings of each Fund's shareholders to elect Trustees or for other
purposes. It is not anticipated that the Trust will hold shareholder meetings
unless required by law or the Declaration of Trust. In this regard, the Trust
will be required to hold a meeting to elect Trustees to fill any existing
vacancies on the Board if, at any time, fewer than a majority of the Trustees
have been elected by the shareholders of the Trust. In addition, the Declaration
of Trust provides that the holders of not less than two-thirds of the
outstanding shares of the Trust may remove persons serving as Trustee either by
declaration in writing or at a meeting called for such purpose. The Trustees are
required to call a meeting for the purpose of considering the removal of persons
serving as Trustee if requested in writing to do so by the holders of not less
than 10% of the outstanding shares of the Trust. To the extent required by
applicable law, the Trustees shall assist shareholders who seek to remove any
person serving as Trustee.

The Trust's shares do not have cumulative voting rights, so that the
holders of more than 50% of the outstanding shares may elect the entire Board of
Trustees, in which case, the holders of the remaining shares would not be able
to elect any Trustees.

DISTRIBUTIONS AND TAXES

Distributions

All dividends and capital gains distributions paid by a Fund will be
automatically reinvested, at net asset value, in additional shares of the
respective Fund, unless otherwise indicated. There is no fixed dividend rate,
and there can be no assurance that any Fund will pay any dividends or realize
any capital gains. However, the Index Funds currently intend to pay dividends
and capital gains distribution, if any, on an annual basis. The Money Market
Fund currently intends to accrue dividends daily and to pay them monthly; and to
pay capital gains distributions, if any, on an annual basis. [The offering
memorandum for an Insurer's variable annuity or variable life insurance policies
describes the frequency of distributions to Contract Owners and the Federal
income tax treatment of distributions from such contracts to Contract Owners.]

As a regulated investment company, each Fund will not be subject to
U.S. Federal income tax on its investment company taxable income and net capital
gains (the excess of net long-term capital gains over net short-term capital
losses), if any, that it distributes to its shareholders, that is, the Insurers'
separate accounts. Each Fund intends to distribute, at least annually,
substantially all of its investment company taxable income and net capital gains
and, therefore, does not anticipate incurring Federal income tax liability.

Taxation

Each Fund expects to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As
qualified under Subchapter M, a Fund is not subject to Federal income tax on
that part of its investment company taxable income that it distributes to its
Contract Owners and Retirement Plans. Taxable income consists generally of net
investment income, net gains from certain foreign currency transactions, and net
short-term capital gain, if any, and any net capital gain (the excess of net
long-term capital gain over net short-term capital loss). It is each Fund's
intention to distribute all such income and gains to shareholders.

Shares of each Fund are offered to various insurance company separate
accounts and through various Retirement Plans. Under the Code, an insurance
company pays no tax with respect to income of a qualifying separate account when
the income is properly allocable to the value of eligible variable annuity or
variable life insurance contracts.

Section 817(h) of the Code and the regulations thereunder impose
"diversification" requirements on each Fund. Each Fund intends to comply with
the diversification requirements. These requirements are in addition to the
diversification requirements imposed on each Fund by Subchapter M and the 1940
Act. The 817(h) requirements place certain limitations on the assets of each
separate account that may be invested in securities of a single issuer. These
limitations apply to each Fund's assets that may be invested in securities of a
single issuer. Specifically, the regulations provide that, except as permitted
by a "safe harbor" described below, as of the end of each calendar quarter or
within 30 days thereafter, no more than 55% of a Fund's total assets may be
represented by any one investment, no more than 70% by any two investments, no
more than 80% by any three investments, and no more than 90% by any four
investments.

Section 817(h) provides, as a safe harbor, that a separate account will
be treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities, and
securities of other regulated investment companies. For purposes of Section
817(h), all securities of the same issuer, all interests in the same real
property project, and all interests in the same commodity are treated as a
single investment. In addition, each U.S. Government agency or instrumentality
is treated as a separate issuer, while the securities of a particular foreign
government and its agencies, instrumentalities, and political subdivisions will
be considered securities issued by the same issuer. Failure of a Fund to satisfy
the Section 817(h) requirements would result in taxation of the applicable
separate accounts, the insurance companies variable life policies and variable
annuity contracts, and tax consequences to the holders thereof.

The foregoing is only a brief summary of important tax law provisions
that affect the Funds. Other Federal, state or local tax law provisions may also
affect the Funds and their operations. Anyone who is considering allocating,
transferring or withdrawing monies from a Retirement Plan or monies held under a
variable contract to or from a Fund should consult a qualified tax adviser.

Sale of Shares

Any gain or loss realized by a shareholder upon the sale or other
disposition of shares of a Fund, or upon receipt of a distribution in complete
liquidation of a Fund, generally will be a capital gain or loss which will be
classified as either long-term or short-term, generally depending upon the
shareholder's holding period for the shares. Any loss realized on a sale or
exchange will be disallowed to the extent the shares disposed of are replaced
(including shares acquired pursuant to a dividend reinvestment plan) within a
period of 61 days beginning 30 days before and ending 30 days after disposition
of the shares. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss. Any loss realized by a shareholder on a
disposition of fund shares held by the shareholder for six months or less will
be treated as a long-term capital loss to the extent of any distributions of net
capital gains received by the shareholder with respect to such shares.

Backup Withholding

Each Fund may be required to withhold U.S. Federal income tax at the
rate of 31% of all taxable distributions payable to shareholders who fail to
provide the Fund with their correct TIN or to make required certifications, or
who have been notified by the Internal Revenue Service that they are subject to
backup withholding. Corporate shareholders and certain other shareholders
specified in the Code generally are exempt from such backup withholding. Backup
withholding is not an additional tax. Any amounts withheld may be credited
against the shareholder's U.S. Federal income tax liability.

<PAGE>

Investment Manager
SAGE ADVISORS, INC.

Administrator
FIRST DATA INVESTOR SERVICES GROUP, INC.

Distributor
FIRST DATA DISTRIBUTORS, INC.

Custodian
[----------------------------]

Transfer Agent
FIRST DATA INVESTOR SERVICES GROUP, INC.

Independent Accountants
[----------------]

Counsel
SUTHERLAND, ASBILL & BRENNAN LLP

No person has been authorized to give any information or to make any
representations other than those contained in the Fund's Prospectus, the SAI or
the Trust's official sales literature in connection with the offering of the
Fund's shares and, if given or made, such other information or representations
must not be relied on as having been authorized by the Trust. Neither the
Prospectus nor this SAI constitutes an offer in any state in which, or to any
person to whom, such offer may not lawfully be made.

<PAGE>

SAGE LIFE INVESTMENT TRUST

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Included in Part A.........Not Applicable
Included in Part B.........Not Applicable

(b) Exhibits:

Exhibit
Number Description

1. ............ Declaration of Trust is filed herein as Exhibit 1.

2. ........... The Registrant's By-Laws are filed herein as Exhibit 2.

3. ................ Not Applicable

4. ................ Not Applicable

5 (a).............. Form of Investment Management Agreements between the
Funds and Sage Advisors, Inc., to be filed by
subsequent amendment.

(b)................. Form of Sub-Advisory Agreements between State Street
Global Advisors and Sage Advisors, Inc., to be filed by
subsequent amendment.

(c)................. Form of Sub-Advisory Agreement between [Money Market
Adviser] and
Sage Advisors, Inc., to be filed by subsequent amendment.

6. (a) ............... Form of Distribution Agreement between
Registrant and First Data Distributors, Inc.
, to be filed by subsequent amendment.

(b).................Participation Agreement between Registrant,
Sage Advisors, Inc. and Sage Life Assurance of
America Inc., to be filed by subsequent amendment.

7. ................... Not Applicable

8. ................... Form of Custodian Agreement between
Registrant and [______________], to be filed
by subsequent amendment.Exhibit
Number Description

9(a)....Form of Transfer Agency Agreement between Registrant and First
Data
Investor Services Group, Inc., to be filed by subsequent amendment.

(b)....Form of Administration Agreement between Registrant and First
Data Investor Services Group, Inc., to be filed by subsequent
amendment.

10. ..Opinion and Consent of Counsel to be filed by subsequent
amendment.

11. ...Consent of Independent Accountants to be filed by subsequent
amendment.

12. ................ Not Applicable

13. ..Form of Purchase Agreement relating to the Funds to be filed by
subsequent amendment.

14. ................. Not Applicable

15. . Form of 12b-1 Plans for the Funds to be filed by subsequent
amendment.

16. Schedule for Computation of Performance Quotations to be filed by
subsequent
amendment.

17. ................. Not Applicable

18. ................ Not Applicable

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

None.

Item 26. Number of Holders of Securities

None.

Item 27. Indemnification

Reference is made to the following documents:

Registrant's Declaration of Trust, filed herein as Exhibt 1;

Registrant's By-Laws, filed herein as Exhibt 2; and

The Participation Agreement between Registrant, Sage Advisors, Inc. and
Sage Life Assurance of America, Inc., to be filed by subsequent amendment.

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

Item 28. Business and Other Connections of Investment Adviser

Sage Advisors, Inc. ("Sage") serves as investment manager to each Fund
of the Trust. Sage is a wholly-owned subsidiary of Sage Insurance
Group, Inc. State Street Global Advisors serves as the investment
adviser to the EAFE Equity Index, Russell 2000 Equity Index and S&P 500
Equity Index Funds ("Index Funds"). State Street Global Advisors has
been providing institutional investment management services since 1987.
[__________] serves as the investment adviser to the Money Market Fund.

To the knowledge of the Trust, none of the directors or officers of
State Street Global Advisors or [__________] is or has been at any time
in the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature. [Set forth below are
the names and principal businesses of the directors and officers of
[_________] who are or during the past two fiscal years have been
engaged in any other business, profession, vocation or employment of a
substantial nature. These persons may be contacted [_____________].]

NAME AND PRINCIPAL BUSINESS ADDRESS, PRINCIPAL OCCUPATION AND OTHER
INFORMATION
[To be filed by subsequent amendment.]

Item 29. Principal Underwriters

(a) In addition to Sage Life Investment Trust, First Data
Distributors, Inc. (the "Distributor") currently serves as distributor
for BT Insurance Funds Trust, CT&T Funds, First Choice Funds Trust, The
Galaxy Fund, The Galaxy VIP Fund, Galaxy Fund II, Panorama Trust,
Potomac Funds and LKCM Funds. The Distributor is registered with the
Securities and Exchange Commission as a broker-dealer and is a member
of the National Association of Securities Dealers. The Distributor is a
wholly-owned subsidiary of First Data Corporation, 4400 Computer Drive,
Westborough, Massachusetts 01581.

(b) The information required by this Item 29(b) with respect
to each director, officer, or partner of First Data Distributors, Inc.
is incorporated by reference to Schedule A of Form BD filed by First
Data Distributors, Inc. with the Securities and Exchange Commission
pursuant to the Securities Act of 1934 (File No. 8-45467).

Item 30. Location of Accounts and Records

All accounts books and other documents required to be maintained by
Registrant by Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of:

(1) State Street Global Advisors
Two International Place
Boston, Massachusetts 02110
(records relating to function as investment adviser to the Index
Funds)

(2) [_________]
(records relating to function as investment adviser to the Money
Market Fund)

(3) First Data Distributors, Inc.
4400 Computer Drive
Westborough, MA 01581
(records relating to function as Distributor to the Funds)

(4) First Data Investor Services Group, Inc.
One Exchange Place
Boston, MA 02109
(records relating to function as Administrator and Transfer Agent
to the Funds)

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Not Applicable.

(b) The undersigned Registrant hereby undertakes to file a
post-effective amendment, using financial statements which need not be
certified, within four to six months after the effective date of the
Registration Statement under the Securities Act of 1933.

(c) The Registrant will furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

(d) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of removal of
a trustee or trustees of Registrant when requested in writing to do so
by the holders of at least 10% of Registrant's outstanding shares.
Registrant undertakes further, in connection with the meeting, to
comply with the provisions of Section 16(c) of the Investment Company
Act of 1940, as amended, relating to communications with the
shareholders of certain common-law trusts.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts, on the 27th day of January, 1998.

SAGE LIFE INVESTMENT TRUST

By: /s/Julie A. Tedesco
Julie A. Tedesco
Trustee

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Signatures Title Date

/s/Julie A. Tedesco Trustee January 27, 1998
Julie A. Tedesco

/s/Teresa M. R. Hamlin Trustee January 27, 1998
----------------------
Teresa M.R. Hamlin

Exhibit Index

Exhibit Description

1. Declaration of Trust

2. By-Laws

Exhibit 1

DECLARATION OF TRUST
OF

SAGE LIFE INVESTMENT TRUST

TABLE OF CONTENTS

ARTICLE 1 Name and Definitions 1
-----------------
1.1. Name 1
-------------------------------------------
1.2. Definitions 1
Nature and Purpose of Trust 2
---------------------
2.1. Nature of Trust 2
----------------------------------
2.2. Purpose of Trus 3
--------------------------------------------
2.3. Interpretation of Declaration of Trust 3
----------------------
2.3.1. Governing Instrument 3
-------------------------------
2.3.2. No Waiver of Compliance with Applicable Law 3
------
2.3.3. Power of the Trustees Generally 3
------------------
ARTICLE 3 Registered Agent; Principal Place of Business 3
---------------
3.1. Registered Agent 3
----------------------------------------------
3.2. Principal Place of Business 3
--------------------------------

ARTICLE 4 Beneficial Interest 3
--------------------------------------
4.1. Shares of Beneficial Interest 3
-------------------------------
4.2. Number of Authorized Shares 4
----------------------------------
4.3. Ownership and Certification of Shares 4
------------------------
4.4. Status of Shares 4
---------------------------------------------
4.4.1. Fully Paid and Non-assessable 4
--------------------
4.4.2. Personal Property 4
-----------------------------------
4.4.3. Party to Declaration of Trust 4
---------------------
4.4.4. Death of Shareholder 4
-----------------------------
4.4.5. Title to Trust; Right to Accounting 4
---------------
4.5. Determination of Shareholders 4
--------------------------------
4.6. Shares Held by Trust 4
----------------------------------------
4.7. Shares Held by Persons Related to Trust 5
---------------------
4.8. Preemptive and Appraisal Rights 5
-----------------------------
4.9. Series and Classes of Shares 5
-----------------------------------
4.9.1. Generally 5
----------------------------------------
4.9.2. Establishment and Designation 5
--------------------
4.9.3. Separate and Distinct Nature 6
---------------
4.9.4. Conversion Rights 6
-------------------------------
4.9.5. Rights and Preferences of a Series 6
----------------
4.9.5.1. Assets and Liabilities "Belonging" to a
Series 6

-----------------------------
4.9.5.2. Treatment of Particular Items 7
--------
- -------------------------------------
4.9.5.3. Limitation on Interseries Liabilities
7
--
- ------------------------------------
4.9.5.4. Dividends
7
--------------------------------
- ---------------------------------
4.9.5.5. Redemption by Shareholder
7
--------------
- ------------------------------------
4.9.5.6. Redemption by the Trust
8
----------------
- ------------------------------------

Status 8
--------------------
4.9.5.8. Net Asset Value
8
-------------------------
- -----------------------------------
4.9.5.9. Maintenance of Stable Net Asset Value 8

- --------------------------------------
4.9.5.10. Transfer of Shares 9
-------------------
4.9.5.11. Equality of Shares 9
---------------------
4.9.5.12. Fractional Shares 9
-----------------------
4.9.6. Rights and Preference of Classes 9
-------------------
ARTICLE 5 Trustees 10
-------------------------------------------------
5.1. Management of the Trust
--------------------------------------
5.2. Qualification 10
-------------------------------------------
5.3. Number 10
--------------------------------------------------
5.4. Term and Election 10
------------------------------------------
5.5. Composition of the Board of Trustees 10
-----------------------
5.6. Resignation and Retirement 10
---------------------------------
5.7. Removal 11 5.8. Vacancies 11
5.9. Ownership of Assets of the Trust ------------------------------
5.10. Powers 11 ---
5.10.1. By-laws
-------------------------------------------
5.10.2. Officers, Agents, and Employees
-------------------
5.10.3. Committees -------------------------------
5.10.4. Advisers, Administrators, Depositories,andCustodians

5.10.5. Compensation
------------------------------------
5.10.6. Delegation of Authority -------------------------
5.10.7. Suspension of Sales -----------
5.11. Certain Additional Powers--------------------------------
5.11.1. Investments
---------------------------------------
5.11.2. Disposition of Assets
5.11.3. Ownership----------------------------------------
5.11.4. Subscription
- ------------------------------------
5.11.5. Payment of Expenses-----------------------------
5.11.6. Form of Holding ------------------------
5.11.7. Reorganization, Consolidation, or Merger-
5.11.8. Compromise
----------------------------------------
5.11.9. Partnerships
-------------------------------------
5.11.10. Borrowing
----------------------------------------
5.11.11. Guarantees
----------------------------------------
5.11.12 Insurance --
5.11.13 Pensions ---
5.12. Vote of Trustees
5.12.1. Quorum
5.12.2. Required Vote
5.12.3. Consent in Lieu of a Meeting
----------------------
- ii -
ARTICLE 6 Service Providers
------------------------------------------
6.l. Investment Adviser
--------------------------------------------
6.2. Underwriter and Transfer Agent
---------------------------------
6.3. Custodians
---------------------------------------------------
6.4. Administrator
------------------------------------------------
6.5. Other Contracts
-------------------------------------------------
6.6. Parties to Contracts
------------------------------------------

ARTICLE 7 Shareholders' Voting Powers and Meetings
-------------------
7.1. Voting Powers
-------------------------------------------------
7.1.1. Matters Requiring Shareholder Action
---------------
7.1.2. Separate Voting by Series and Class
----------------
7.1.3. Number of Votes
-----------------------------------
7.1.4. Cumulative Voting
-----------------------------------
7.1.5. Voting of Shares; Proxies
-------------------------
7.1.6. Actions Prior to the Issuance of Shares
-------------
7.2. Meetings of Shareholders
--------------------------------------
7.2.1. Annual or Regular Meetings
------------------------
7.2.2. Special Meetings
----------------------------------
7.2.3. Notice of Meetings
--------------------------------
7.2.4. Call of Meetings
------------------------------------
7.3. Record Dates
--------------------------------------------------
7.4. Quorum and Required Vote
--------------------------------------
7.5. Adjournments
-------------------------------------------------
7.6. Actions by Written Consent
------------------------------------
7.7. Inspection of Records
------------------------------------------
7.8. Additional Provisions
----------------------------------------

ARTICLE 8 Limitation of Liability and Indemnification
8.1. General Provisions
-------------------
8.1.2. Notice of Limited Liability
-------------------------
8.1.3. Liability Limited to Assets of the Trust
-------------
8.2. Liability of Trustees
------------------------------------------
8.2.1. Liability for Own Actions
-------------------------
8.2.2. Liability for Actions of Others
---------------------
8.2.3. Advice of Experts and Reports of Others
------------
8.2.4. Bond
-----------------------------------------------
8.2.5. Declaration of Trust Governs Issues of Liability
---
8.3. Liability of Third Persons Dealing with Trustees
---------------
8.4. Liability of Shareholders
-------------------------------------
8.4.1. Limitation of Liability
8.4.2. Indemnification of Shareholders

- iii -
8.5. Indemnification
-----------------------------------------------
8.5.l. Indemnification of Covered Persons
-----------------
8.5.2. Exceptions
-----------------------------------------
8.5.3. Rights of Indemnification
--------------------------
8.5.4. Expenses of Indemnification
------------------------
8.5.5. Certain Defined Terms Relating to Indemnification
---

ARTICLE 9 Termination or Reorganization
9.1. Termination of Trust or Series
9.1.1. Termination
----------------------------------------
9.1.2. Distribution of Assets
------------------------------
9.1.3. Certificate of Cancellation
------------------------
9.2. Reorganization
9.3. Merger or Consolidation
9.3.1. Authority to Merge or Consolidate
------------------
9.3.2. No Shareholder Approval Required
--------------------
9.3.3. Subsequent Amendments
--------------------------------
9.3.4. Certificate of Merger or Consolidation
-------------

ARTICLE l0 Miscellaneous Provisions
-----------------------------------
10.1. Signatures 24
-
10.2. Certified Copies
-----------------------------------------------
10.3. Certain Internal References
-------------------------------------
10.4. Headings 25
10.5. Resolution of Ambiguities
10.6. Amendments 25
10.6.1. Generally
-----------------------------------------
10.6.2. Certificate of Amendment
-------------------------
10.6.3. Prohibited Retrospective Amendments
----------------
10.7 Governing Law
10.8. Severability

</TABLE>

DECLARATION OF TRUST
OF
SAGE LIFE INVESTMENT TRUST

This DECLARATION OF TRUST is made as of this day, January 9, 1998 by
the Trustees hereunder.

WHEREAS, the Trustees desire to establish a trust for the purpose of
carrying on the business of an open-end management investment company; and

WHEREAS, in furtherance of such purpose, the Trustees and any successor
Trustees elected in accordance with Article 5 hereof are acquiring and may
hereafter acquire assets which they will hold and manage as trustees of a
Delaware business trust in accordance with the provisions hereinafter set forth;
and

WHEREAS, this Trust is authorized to issue its shares of beneficial
interest in one or more separate series and classes of series, all in accordance
with the provisions set forth in this Declaration of Trust;

NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all cash, securities, and other assets which they may from time to time
acquire in any manner as Trustees hereunder, and that they will manage and
dispose of the same upon the following terms and conditions for the benefit of
the holders of shares of beneficial interest in this Trust as hereinafter set
forth.

ARTICLE 1
Name and Definitions

Section 1.1. Name. This Trust shall be known as Sage Life Investment
Trust and the Trustees shall conduct the business of the Trust under that name
or any other name or names as they may from time to time determine.

Section 1.2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided below:

(a) The "Trust" shall mean the Delaware business trust established by
this Declaration of Trust, as amended from time to time;

(b) "Trustee" or "Trustees" shall mean each signatory to this
Declaration of Trust so long as such signatory shall continue in office in
accordance with the terms hereof, and all other individuals who at the time in
question have been duly elected or appointed and qualified in accordance with
Article 5 hereof and are then in office, and shall refer to the Trustees in
their capacity as trustees, and not as individuals or personally;

<PAGE>

(c) "Shares" shall mean the shares of beneficial interest in the
Trust described in Article 4 hereof and shall include
fractional and whole Shares;

(d) "Shareholder" shall mean a beneficial owner of Shares, except that
with regard to Shares owned by insurance company separate accounts or trusts
established in connection with employee benefit plans, "Shareholder" shall
mean the separate account or trust;

(e) The "1940 Act" refers to the Investment Company Act of l940 (and
any successor statute) and the rules and regulations thereunder, all as amended
from time to time;

(f) The terms "Person," "Interested Person," and "Principal
Underwriter" shall have the meanings given them in the 1940 Act;

(g) The term "Commission" shall mean the United States Securities and
Exchange Commission (or any successor agency thereto);

(h) "Declaration of Trust" or "Declaration" shall mean this
Declaration
of Trust as amended or restated from time to time;

(i) "By-laws" shall mean the By-laws of the Trust as amended from
time to time;

(j) "Series" shall mean any of the separate series of Shares
established and designated under or in accordance with the provisions of Article
4 hereof and to which the Trustees have allocated assets and liabilities of the
Trust in accordance with Article 4;

(k) The "DBTA" refers to Chapter 38 of Title 12 of the Delaware
Business Trust Act (and any successor named), as amended
from time to time;

(l) The "Code" refers to the Internal Revenue Code of 1986 (and any
successor statute) and the rules and regulations thereunder, all as amended from
time to time; and

(m) "Trust Property" shall mean any and all assets and property, real
or personal, tangible or intangible, which are owned or held by or for the
account of the Trust or the Trustees.

ARTICLE 2

Nature and Purpose of Trust

Section 2.1. Nature of Trust. The Trust is a business trust of the type
referred to in the DBTA. The Trustees shall file a certificate of trust in
accordance with Section 3810 of the DBTA. The Trust is not intended to be, shall
not be deemed to be, and shall not be treated as, a general or a limited
partnership, joint venture, corporation or joint stock company, nor shall the
Trustees or Shareholders or any of them for any purpose be deemed to be,

or be treated in any way whatsoever as though they were, liable or responsible
hereunder as partners or joint venturers.

Section 2.2. Purpose of Trust. The purpose of the Trust is to engage
in, operate and carry on the business of an open-end management investment
company and to do any and all acts or things as are necessary, convenient,
appropriate, incidental or customary in connection therewith.

Section 2.3. Interpretation of Declaration of Trust.

Section 2.3.1. Governing Instrument. This Declaration of Trust shall be the
governing instrument of the Trust and shall be governed by and construed
according to the laws of the State of Delaware.

Section 2.3.2. No Waiver of Compliance with Applicable Law. No
provision of this Declaration shall be effective to require a waiver of
compliance with any provision of the Securities Act of l933, as amended, or
the 1940 Act, or of any valid rule, regulation or order of the Commission
thereunder.

Section 2.3.3. Power of the Trustees Generally. Except as otherwise set
forth herein, the Trustees may exercise all powers of trustees under the DBTA on
behalf of the Trust.

ARTICLE 3

Registered Agent; Principal Place of Business

Section 3.1. Registered Agent. The name of the registered agent of the
Trust is Prentice-Hall Corporate Agent, Inc., 1013 Centre Road, Wilmington,
Delaware, 19899.

Section 3.2. Principal Place of Business. The principal place of
business of the Trust is c/o Sage Life Assurance of America, Inc., 300
Atlantic Street, Suite 302, Stamford, CT 06901.

ARTICLE 4
Beneficial Interest

Section 4.1. Shares of Beneficial Interest. The beneficial interests in
the Trust shall be divided into Shares, all with a par value of $.001. The
Trustees shall have the authority from time to time to divide the class of
Shares into two (2) or more separate and distinct series of Shares ("Series")
as provided in Section 4.9 of this Article 4 and to divide each such Series of
Shares into two (2) or more classes of Shares ("Classes").

Section 4.2. Number of Authorized Shares. The Trustees are authorized
to issue an unlimited number of Shares. The Trustees may issue Shares for such
consideration and on such terms as they may determine (or for no consideration
if pursuant to a Share dividend or split), all without action or approval of the
Shareholders.

Section 4.3. Ownership and Certification of Shares. The Secretary of
the Trust, or the Trust's transfer or similar agent, shall record the ownership
and transfer of Shares of each Series and Class separately on the record books
of the Trust. The record books of the Trust, as kept by the Secretary of the
Trust or any transfer or similar agent, shall contain the name and address of
and the number of Shares held by each Shareholder, and such record books shall
be conclusive as to who are the holders of Shares and as to the number of Shares
held from time to time by such Shareholders. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of share certificates, transfer of Shares, and
similar matters for the Trust or any Series.

Section 4.4. Status of Shares.

Section 4.4.1. Fully Paid and Non-assessable. All Shares when issued on the
terms determined by the Trustees shall be fully paid and non-assessable.

Section 4.4.2. Personal Property. Shares shall be deemed to be personal
property giving only the rights
provided in this Declaration of Trust.

Section 4.4.3. Party to Declaration of Trust. Every Person by
virtue of having become registered as a Shareholder shall be held to have
expressly assented and agreed to the terms of this Declaration of Trust and to
have become a party thereto.

Section 4.4.4. Death of Shareholder. The death of a
Shareholder during the continuance of the Trust shall not operate to terminate
the Trust nor entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere against the Trust or the
Trustees. The representative shall be entitled to the same rights as the
decedent under this Trust.

Section 4.4.5. Title to Trust; Right to Accounting. Ownership
of Shares shall not entitle the Shareholder to any title in or to the whole or
any part of the Trust Property or right to call for a partition or division of
the same or for an accounting.

Section 4.5. Determination of Shareholders. The Trustees may from time
to time close the transfer books or establish record dates and times for the
purposes of determining the Shareholders entitled to be treated as such, to the
extent provided or referred to in Section 7.3.

Section 4.6. Shares Held by Trust. The Trustees may hold as treasury
shares, reissue for such consideration and on such
terms as they may determine, or cancel, at their discretion

from time to time,any Shares of any Series or any Class reacquired by the Trust.

Section 4.7. Shares Held by Persons Related to Trust. Any Trustee, officer
or other
agent of the Trust, and any organization in which any such person is interested
may acquire, own, hold and dispose of Shares of the Trust to the same extent as
if such person were not a Trustee, officer or other agent of the Trust; and the
Trust may issue and sell or cause to be issued and sold and may purchase Shares
from any such person or any such organization subject only to the general
limitations, restrictions or other provisions applicable to the sale or purchase
of such Shares generally.

Section 4.8. Preemptive and Appraisal Rights. Shareholders shall not,
as Shareholders, have any right to acquire, purchase or subscribe for any Shares
or other securities of the Trust which it may hereafter issue or sell, other
than such right, if any, as the Trustees in their discretion may determine.
Shareholders shall have no appraisal rights with respect to their Shares and,
except as otherwise determined by resolution of the Trustees in their sole
discretion, shall have no exchange or conversion rights with respect to their
Shares. No action may be brought by a Shareholder on behalf of the Trust unless
Shareholders owning no less than a majority of the then outstanding Shares,
Series or Class thereof, join in the bringing of such action. A Shareholder
shall not be entitled to participate in a derivative or class action lawsuit on
behalf of any other Series or any other Class or on behalf of the Shareholders
in any other Series or any other Class of the Trust than the Series or Class of
Shares owned by such Shareholder.

Section 4.9. Series and Classes of Shares.

Section 4.9.1. Generally. In addition to the Series and Class
established and designated in Section 4.9.2, the Shares of the Trust shall be
divided into one or more separate and distinct Series or Classes of a Series as
the Trustees shall from time to time establish and designate.

Section 4.9.2. Establishment and Designation. The Trustees
shall have exclusive power without the requirement of Shareholder approval to
establish and designate separate and distinct Series of Shares and with respect
to any Series of Shares, to establish and designate separate and distinct
Classes of Shares. The establishment and designation of any Series (in addition
to those established and designated in this Section below) or Class shall be
effective upon the execution by a majority of the Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of the Shares of such Series or Class, or as otherwise provided in
such instrument. Each such instrument shall have the status of an amendment to
this Declaration of Trust. Without limiting the authority of the Trustees to
establish and designate any further Series or Classes, the Trustees hereby
establish and designate the following four (4) initial Series, the Shares of
which shall all be of one Class, respectively:

EAFE Equity Index Fund
Money Market Fund

Russell 2000 Equity Index Fund
S&P 500 Equity Index Fund

Section 4.9.3. Separate and Distinct Nature. Each Series,
including without limitation a Series specifically established pursuant to
Section 4.9.2, shall be separate and distinct from any other Series and shall
maintain separate and distinct records on the books of the Trust, and the assets
belonging to any such Series shall be held and accounted for separately from the
assets of the Trust or any other Series.

Section 4.9.4. Conversion Rights. Subject to compliance with
the requirements of the 1940 Act, the Trustees shall have the authority to
provide that holders of Shares of any Series or Class shall have the right to
convert said Shares into Shares of one or more other Series or Classes in
accordance with such requirements and procedures as may be established by the
Trustees.

Section 4.9.5. Rights and Preferences of a Series. The
Trustees shall have exclusive power without the requirement of Shareholder
approval to fix and determine the relative rights and preferences as between the
Shares of the separate Series. The initial Series, and any further Series, may
from time to time be established and designated by the Trustees, and shall
(unless the Trustees otherwise determine with respect to some further Series at
the time of establishing and designating the same) have relative rights and
preferences as set forth in this Section 4.9.5.

Section 4.9.5.1. Assets and Liabilities "Belonging" to a Series. All
consideration received by the Trust for the issue or sale of Shares of a
particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall be held and accounted for separately
from the other assets of the Trust and of every other Series and may be referred
to herein as "assets belonging to" that Series. The assets belonging to a
particular Series shall belong to that Series for all purposes, and to no other
Series, subject only to the rights of creditors of that Series. Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the Trustees
shall allocate to and among any one or more of the Series in such manner and on
such basis as they, in their sole discretion, deem fair and equitable. Any
General Items so allocated to a particular Series shall belong to that Series.
Each such allocation by the Trustees shall be conclusive and binding upon all
Shareholders for all purposes. The assets belonging to each particular Series
shall be charged with the liabilities in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities, expenses, costs, charges or reserves of the

Trust which are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees to and among any one or more of
the Series established and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion deem fair and equitable.
Each allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon all Shareholders for all purposes.

Section 4.9.5.2. Treatment of Particular Items. The Trustees shall have
full discretion, to the extent consistent with the 1940 Act and consistent with
generally accepted accounting principles, to determine which items shall be
treated as income and which items as capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders.

Section 4.9.5.3. Limitation on Interseries Liabilities. Subject to the
right of the Trustees in their
discretion to allocate general liabilities, expenses, costs, charges or reserves
as provided in Section 4.9.5.1, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only, and not
against the assets of any other Series. Notice of this limitation on liabilities
between and among Series shall be set forth in the certificate of trust of the
Trust (whether originally or by amendment) as filed or to be filed in the Office
of the Secretary of State of the State of Delaware pursuant to the DBTA, and
upon the giving of such notice in the certificate of trust, the statutory
provisions of Section 3804 of the DBTA relating to limitations on liabilities
between and among series (and the statutory effect under Section 3804 of setting
forth such notice in the certificate of trust) shall become applicable to the
Trust and each Series.

Section 4.9.5.4. Dividends. Dividends and capital gains distributions on
Shares of a particular
Series may be paid with such frequency, in such form, and in such amount as the
Trustees may determine by resolution adopted from time to time, or pursuant to a
standing resolution or resolutions adopted only once or with such frequency as
the Trustees may determine. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the holders of Shares of that
Series in proportion to the number of Shares of that Series held by such holders
at the date and time of record established for the payment of such dividends or
distributions. Such dividends and distributions may be paid in cash, property or
additional Shares of that Series, or a combination thereof, as determined by the
Trustees or pursuant to any program that the Trustees may have in effect at the
time for the election by each Shareholder of the form in which dividends or
distributions are to be paid to that Shareholder. Any such dividend or
distribution paid in Shares shall be paid at the net asset value thereof as
determined in accordance with Section 4.9.5.8.

Section 4.9.5.5. Redemption by Shareholder. Each Shareholder shall have the
right at such times as may be permitted by the Trust and as otherwise required
by the 1940 Act to require the Trust to redeem all or any part of such
Shareholder's Shares of a Series at a redemption price per Share equal to the
net asset value per Share on such Series next determined in accordance with
Section 4.9.5.8 after the Shares are properly tendered for redemption, less any
charge which may be imposed by the Trust in connection with such

redemption and described in the Trust's then current prospectus. Payment of the
redemption price shall be in cash; provided, however, that if the Trustees
determine, which determination shall be conclusive, that conditions exist which
make payment wholly in cash unwise or undesirable, the Trust may, subject to the
requirements of the 1940 Act, make payment wholly or partly in securities or
other assets belonging to the Series of which the Shares being redeemed are part
of the value of such securities or assets used in such determination of net
asset value. Notwithstanding the foregoing, the Trust may postpone payment of
the redemption price and may suspend the right of the holders of Shares of any
Series to require the Trust to redeem Shares of that Series during any period or
at any time when and to the extent permissible under any applicable provision of
the 1940 Act.

Section 4.9.5.6. Redemption by the Trust. The Trustees may cause the Trust
to redeem at net asset value the Shares of any Series held by a Shareholder upon
such conditions as may from time to time be determined by the Trustees. Upon
redemption of Shares pursuant to this Section 4.9.5.6, the Trust shall promptly
cause payment of the full redemption price to be made to such Shareholder for
Shares so redeemed.

Section 4.9.5.7. Prevention of Personal Holding Company Status. The Trust
may reject any purchase order, refuse to transfer any Shares, and compel the
redemption of Shares if, in its opinion, any such rejection, refusal, or
redemption would prevent the Trust from becoming a personal holding company as
defined by the Code.

Section 4.9.5.8. Net Asset Value. The net asset value per Share of any
Series shall be determined in
accordance with the methods and procedures established by the Trustees from time
to time and, to the extent required by applicable law, as disclosed in the then
current prospectus or statement of additional information for the Series.

Section 4.9.5.9. Maintenance of Stable Net Asset Value. The Trustees
may determine to maintain the net asset value per Share of any Series at a
designated constant dollar amount and in connection therewith may adopt
procedures not inconsistent with the 1940 Act for the continuing declarations of
income attributable to that Series as dividends payable in additional Shares of
that Series at the designated constant dollar amount and for the handling of any
losses attributable to that Series. Such procedures may provide that in the
event of any loss each Shareholder shall be deemed to have contributed to the
capital of the Trust attributable to that Series his or her pro rata portion of
the total number of Shares required to be canceled in order to permit the net
asset value per Share of that Series to be maintained, after reflecting such
loss, at the designated constant dollar amount. Each Shareholder of the Trust
shall be deemed to have agreed, by his investment in any Series with respect to
which the Trustees shall have adopted any such procedure, to make the
contribution referred to in the preceding sentence in the event of any such
loss. The Trustees may delegate any of their powers and duties under this
Section 4.9.5.9 with respect to appraisal of assets and liabilities in the
determination of net asset value or with respect to a suspension of the
determination of net asset value to an officer or officers or agent or agents of
the Trust designated from time to time by the Trustees.

Section 4.9.5.10. Transfer of Shares. Except to the extent that
transferability is limited by applicable law or such procedures as may be
developed from time to time by the Trustees or the appropriate officers of the
Trust, Shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereunto duly authorized in writing, upon
delivery to the Trustees or the Trust's transfer agent of a duly executed
instrument of transfer, together with a Share certificate, if one is
outstanding, and such evidence of the genuineness of each such execution and
authorization and of such other matters as may be required by the Trustees. Upon
such delivery the transfer shall be recorded on the register of the Trust.
Section 4.9.5.11. Equality of Shares. All Shares of each particular Series shall
represent an equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share of any
particular Series shall be equal in this respect to each other Share of that
Series. This Section 4.9.5.11 shall not restrict any distinctions otherwise
permissible under this Declaration of Trust with respect to any Classes within a
Series.

Section 4.9.5.12. Fractional Shares. Any fractional Share of any Series, if
any such fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Series, including rights and
obligations with respect to voting, receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust or any Series.

Section 4.9.6. Rights and Preferences of Classes. The Trustees
shall have exclusive power without the requirement of Shareholder approval to
fix and determine the relative rights and preferences as between the separate
Classes within any Series. The initial Class and any further Classes that may
from time to time be established and designated by the Trustees shall (unless
the Trustees otherwise determine with respect to some further Class at the time
of establishing and designating the same) have relative rights and preferences
as set forth in this Section 4.9.6. If a Series is divided into multiple
Classes, the Classes may be invested with one or more other Classes in the
common investment portfolio comprising the Series. Nothwithstanding the
provisions of Section 4.9.5, if two or more Classes are invested in a common
investment portfolio, the Shares of each such Class shall be subject to the
following preferences, conversion and other rights, voting powers, restrictions,
conditions of redemption, and, if there are other Classes invested in a
different investment portfolio comprising a different Series, shall also be
subject to the provisions of Section 4.9.5 at the Series level as if the Classes
invested in the common investment portfolio were one Class:

(a) The income and expenses of the Series shall be allocated among the
Classes comprising the Series in such manner as may be determined by the
Trustees in accordance with applicable law;

(b) As more fully set forth in this Section 4.9.6, the liabilities and
expenses of the Classes comprising the Series shall be determined separately
from those of each other and, accordingly, the net asset values, the dividends
and distributions payable to Shareholders, and the amounts

distributable in the event of liquidation of the Trust or termination of a
Series to Shareholders may vary within the Classes comprising the Series. Except
for these differences and certain other differences set forth in this Section
4.9.6, or elsewhere in this Declaration of Trust, the Classes comprising a
Series shall have the same preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption.

(c) The dividends and distributions of investment income and capital
gains with respect to the Classes comprising a Series shall be in such amounts
as may be declared from time to time by the Trustees, and such dividends and
distributions may vary among the Classes comprising the Series to reflect
differing allocations of the expenses and liabilities of the Trust among the
Classes and any resultant differences between the net asset values per Share of
the Classes, to such extent and for such purposes as the Trustees may deem
appropriate. The allocation of investment income, capital gains, expenses, and
liabilities of the Trust among the Classes comprising a Series shall be
determined by the Trustees in a manner that is consistent with applicable law.

ARTICLE 5
Trustees

Section 5.1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
and desirable to carry out that responsibility, including those specifically set
forth in Sections 5.10 and 5.11 herein.

Section 5.2. Qualification. Each Trustee shall be a natural person. A
Trustee need not be a Shareholder, a citizen of
the United States, or a resident of the State of Delaware.

Section 5.3. Number. By the vote or consent of a majority of the
Trustees then in office, the Trustees may fix the number of Trustees at a number
not less than two (2) nor more than twenty-five (25). No decrease in the number
of Trustees shall have the effect of removing any Trustee from office prior to
the expiration of his or her term, but the number of Trustees may be decreased
in conjunction with the removal of a Trustee pursuant to Section 5.7.

Section 5.4. Term and Election. Each Trustee shall hold office until
the next meeting of Shareholders called for the purpose of considering the
election or re-election of such Trustee or of a successor to such Trustee, and
until his or her successor is elected and qualified, and any Trustee who is
appointed by the Trustees in the interim to fill a vacancy as provided hereunder
shall have the same remaining term as that of his or her predecessor, if any, or
such term as the Trustees may determine.

Section 5.5. Composition of the Board of Trustees. No election or
appointment of any Trustee shall take effect if such election or appointment
would cause the number of Trustees who are interested Persons to exceed the
number permitted by Section 10 of the 1940 Act.

Section 5.6. Resignation and Retirement. Any Trustee may resign or retire
as a Trustee (without need for prior or subsequent accounting) by an instrument
in writing signed by

such Trustee and delivered or mailed to the Chairman, if any, the President, or
the Secretary of the Trust. Such resignation or retirement shall be effective
upon such delivery, or at a later date according to the terms of the instrument.

Section 5.7. Removal. Any Trustee may be removed with or without cause
at any time: (1) by written instrument signed by two-thirds (2/3) of the number
of Trustees in office prior to such removal, specifying the date upon which such
removal shall become effective, or (2) by the affirmative vote of Shareholders
holding not less than two-thirds (2/3) of Shares outstanding, cast in person or
by proxy at any meeting called for that purpose.

Section 5.8. Vacancies. Any vacancy or anticipated vacancy resulting
for any reason, including without limitation the death, resignation, retirement,
removal, or incapacity of any of the Trustees, or resulting from an increase in
the number of Trustees may (but need not unless required by the 1940 Act) be
filled by a majority of the Trustees then in office, subject to the provisions
of Section 16 of the 1940 Act, through the appointment in writing of such other
person as such remaining Trustees in their discretion shall determine. The
appointment shall be effective upon the acceptance of the person named therein
to serve as a trustee, except that any such appointment in anticipation of a
vacancy occurring by reason of the resignation, retirement, or increase in
number of Trustees to be effective at a later date shall become effective only
at or after the effective date of such resignation, retirement, or increase in
number of Trustees.

Section 5.9. Ownership of Assets of the Trust. The assets of the Trust
shall be held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any successor
Trustees. Legal title to all the Trust Property shall be vested in the Trust as
a separate legal entity under the DBTA, except that the Trustees shall have the
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees or in the name of any other Person on behalf of the
Trust in such terms as the Trustees may determine. In the event that title to
any part of the Trust Property is vested in one or more Trustees, the right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each person who may hereafter become a Trustee upon his or her
due election and qualification. Upon the resignation, removal or death of a
Trustee he or she shall automatically cease to have any right, title or interest
in any of the Trust Property, and the right, title and interest of such Trustee
in the Trust Property shall vest automatically in the remaining Trustees. To the
extent permitted by law, such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered. No
Shareholder shall be deemed to have a severable ownership in any individual
asset of the Trust or any right of partition or possession thereof.

Section 5.10. Powers. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Trustees, and they
shall have all powers necessary or convenient to carry out that responsibility
and the purpose of the Trust including, but not limited to, those enumerated in
this Section 5.10.

Section 5.10.1. By-laws. The Trustees may adopt By-laws not
inconsistent with this Declaration of Trust providing for the conduct of the
business and affairs of the Trust and may amend and repeal them to the extent
that such By-laws do not reserve that right to the Shareholders.

Section 5.10.2. Officers, Agents, and Employees. The Trustees
may, as they consider appropriate, elect and remove officers and appoint and
terminate agents and consultants and hire and terminate employees, any one or
more of the foregoing of whom may be a Trustee, and may provide for the
compensation of all of the foregoing.

Section 5.10.3. Committees. The Trustees may appoint from
their own number, and terminate, any one or more committees consisting of two or
more Trustees, including without implied limitation an executive committee,
which may, when the Trustees are not in session (but subject to the 1940 Act),
exercise some or all of the power and authority of the Trustees as the Trustees
may
determine.

Section 5.10.4. Advisers, Administrators, Depositories, and
Custodians. The Trustees may, in accordance with Article 6, employ one or more
advisers, administrators, depositories, custodians, and other persons and may
authorize any depository or custodian to employ subcustodians or agents and to
deposit all or any part of such assets in a system or systems for the central
handling of securities and debt instruments, retain transfer, dividend,
accounting or Shareholder servicing agents or any of the foregoing, provided for
the distribution of Shares by the Trust through one or more distributors,
principal underwriters or otherwise, and set record dates or times for the
determination of Shareholders.

Section 5.10.5. Compensation. The Trustees may compensate or provide for
the compensation of the Trustees,
officers, advisers, administrators, custodians, other agents, consultants
and employees of the Trust or the Trustees on such terms as
they deem appropriate.

Section 5.10.6. Delegation of Authority. In general, the
Trustees may delegate to any officer of the Trust, to any committee of the
Trustees and to any employee, adviser, administrator, distributor, depository,
custodian, transfer and dividend disbursing agent, or any other agent or
consultant of the Trust such authority, powers, functions and duties as they
consider desirable or appropriate for the conduct of the business and affairs of
the Trust, including without implied limitation the power and authority to act
in the name of the Trust and of the Trustees, to sign documents and to act as
attorney-in-fact for the Trustees.

Section 5.10.7. Suspension of Sales. The Trustees shall have
the authority to suspend or terminate the sales of Shares of any Series or
Class at any time or for such periods as the Trustees may from time to time
decide.

Section 5.11. Certain Additional Powers. Without limiting the foregoing and
to the extent not inconsistent with the 1940 Act, other applicable law, and the
fundamental policies and limitations of the applicable Series or Class, the
Trustees shall have power and authority for and

on behalf of the Trust and each separate Series or Class as enumerated in this
Section 5.11.

Section 5.11.1. Investments. The Trustees shall have the power
to invest and reinvest cash and other property, and to hold cash or other
property uninvested without in any event being bound or limited by any present
or future law or custom in regard to investments by trustees.

Section 5.11.2. Disposition of Assets. The Trustees shall have the power to
sell, exchange, lend, pledge,
mortgage, hypothecate, write options on and lease any or all of the Trust
Property.

Section 5.11.3. Ownership. The Trustees shall have the power
to vote, give assent, or exercise any rights of ownership with respect to
securities or other Trust Property; and to execute and deliver proxies or
powers of attorney to such person or persons as the Trustees shall deem
proper, granting to such person or persons such power and discretion with
relation to securities or other Trust Property as the Trustees shall deem
proper.

Section 5.11.4. Subscription. The Trustees shall have the power to exercise
powers and rights of subscription or otherwise which in any manner arise out of
ownership of securities.

Section 5.11.5. Payment of Expenses. The Trustees shall have
the power to pay or cause to be paid all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust or any Series or
Class thereof, or in connection with the management thereof, including, but
not limited to, the Trustees' compensation and such expenses and charges for
the Trust's officers, employees, investment advisers, administrator,
distributor, principal underwriter, auditor, counsel, depository, custodian,
transfer agent, dividend disbursing agent, accounting agent, shareholder
servicing agent, and such other agents, consultants, and independent
contractors and such other expenses and charges as the Trustees may deem
necessary or proper to incur.

Section 5.11.6. Form of Holding. The Trustees shall have the
power to hold any securities or other Trust Property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or of any Series or in the name of a
custodian, subcustodian or other depositary or a nominee or nominees or
otherwise.

Section 5.11.7. Reorganization, Consolidation, or Merger. The Trustees shall
have the power to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of which is
or was held in the Trust, and to consent to any contract, lease, mortgage,
purchase or sale of property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the Trust.

Section 5.11.8. Compromise. The Trustees shall have the power to arbitrate
or otherwise adjust claims in
favor of or against the Trust, any Series, or any Class on any matter in
controversy, including but not limited to claims for taxes.

Section 5.11.9. Partnerships. The Trustees shall have the power to enter
into joint ventures, general or
limited partnerships and any other combinations or associations.

Section 5.11.10. Borrowing. The Trustees shall have the power
to borrow funds and to mortgage and pledge the assets of the Trust or any Series
or any part thereof to secure obligations arising in connection with such
borrowing, consistent with the provisions of the 1940 Act.

Section 5.11.11. Guarantees. The Trustees shall have the power
to endorse or guarantee the payment of any notes or other obligations of any
person; to make contracts of guaranty or suretyship, or otherwise assume
liability for payment thereof; and to mortgage and pledge the Trust Property (or
Series property) or any part thereof to secure any of or all such obligations.

Section 5.11.12. Insurance. The Trustees shall have the power
to purchase and pay for entirely out of Trust Property such insurance as they
may deem necessary or appropriate for the conduct of the business, including,
without limitation, insurance policies insuring the assets of the Trust and
payment of distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, consultants, investment advisers, managers, administrators,
distributors, principal underwriters, or independent contractors, or any thereof
(or any person connected therewith), of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person in any such capacity, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such person against
such liability.

Section 5.11.13. Pensions. The Trustees shall have the power
to pay pensions for faithful service, as deemed appropriate by the Trustees,
and to adopt, establish and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement, incentive and benefit
plans, including the purchasing of life insurance and annuity contracts as a
means of providing such retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust.

Section 5.12. Vote of Trustees.

Section 5.12.1. Quorum. A majority of the Trustees then in office being
present in person or by proxy shall constitute a quorum.

Section 5.12.2. Required Vote. Except as otherwise provided by
the 1940 Act or other applicable law, this Declaration of Trust, or the By-laws,
any action to be taken by the Trustees on behalf of the Trust, any Series, or
any Class may be taken by a majority of the Trustees present at a meeting of
Trustees at which a quorum is present, including any meeting held by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.

Section 5.12.3. Consent in Lieu of a Meeting. Except as
otherwise provided by the 1940 Act or other applicable law, the Trustees may, by
written consent of a majority of the Trustees then in office, take any action
which may have been taken at a meeting of the Trustees.

ARTICLE 6
Service Providers

Section 6.1. Investment Adviser. The Trust may enter into written
contracts with one or more persons to act as investment adviser or investment
subadviser to each of the Series, and as such, to perform such functions as the
Trustees may deem reasonable and proper, including, without limitation,
investment advisory, management, research, valuation of assets, clerical and
administrative functions, under such terms and conditions, and for such
compensation, as the Trustees may in their discretion deem advisable.

Section 6.2 Underwriter and Transfer Agent. The Trust may enter into
written contracts with one or more persons to act as underwriter or distributor
whereby the Trust may either agree to sell Shares to the other party or parties
to the contract or appoint such other party or parties its sales agent or agents
for such Shares and with such other provisions as the Trustees may deem
reasonable and proper, and the Trustees may in their discretion from time to
time enter into transfer agency and/or shareholder service contract(s), in each
case with such terms and conditions, and providing for such compensation, as the
Trustees may in their discretion deem advisable.

Section 6.3. Custodians. The Trust may enter into written contracts
with one or more persons to act as custodian to perform such functions the
Trustees may deem reasonable and proper, under such terms and conditions, and
for such compensation, as the Trustees may in their discretion deem advisable.
Each such custodian shall be a bank or trust company having an aggregate
capital, surplus, and undivided profits of at least one million dollars
($1,000,000).

Section 6.4. Administrator. The Trust may enter into written contracts
with one or more persons to act as an administrator to perform such functions as
the Trustees may deem reasonable and proper, under such terms and conditions,
and for such compensation, as the Trustees may in their discretion deem
advisable.

Section 6.5. Other Contracts. The Trust may enter into such other
written contracts as the Trustees deem necessary and desirable, including
contracts with one or more persons for the coordination or supervision of
persons providing services to the Trust under one or more of the contracts
described in Sections 6.1, 6.2, 6.3, and 6.4.

Section 6.6. Parties to Contracts. Any contract of the character
described in Sections 6.1, 6.2, 6.3, and 6.4, or in Article 8 hereof, may be
entered into with any corporation, firm, partnership, trust or association,
including, without limitation, the investment adviser, any investment
subadviser, or any affiliated person of the investment adviser or investment
subadviser, although one or more of the Trustees or officers of the Trust may be
an officer, director, trustee, shareholder, or member of such other party to the
contract, or may otherwise be interested in such contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or be accountable for any profit realized directly or
indirectly therefrom; provided, however, that the contract when entered into was
not inconsistent with the provisions of this Article 6, Article 8, or the
By-laws. The same person (including a firm, corporation, partnership, trust or
association) may provide more than one of the services identified in this
Article 6.

ARTICLE 7
Shareholders' Voting Powers and Meetings

Section 7.1. Voting Powers. The Shareholders shall have power to vote
only with respect to matters expressly enumerated in Section 7.1.1, or with
respect to such additional matters relating to the Trust as may be required by
the 1940 Act, this Declaration of Trust, the By-laws, any registration of the
Trust with the Commission or any state, or as the Trustees may otherwise deem
necessary or desirable.

Section 7.1.1. Matters Requiring Shareholder Action. Action by the
Shareholders shall be required as to the following matters:

(a) The election or removal of Trustees as provided in Sections 5.4
and 5.7;

(b) The approval of a contract with a third party provider of
services as to which Shareholder approval is required by the
1940 Act;

(d) The amendment of this Declaration of Trust to the extent and as
provided in Section 10.6; and

(e) Any court action, proceeding or claim brought or maintained
derivatively or as a class action on behalf of the Trust, any Series or Class
thereof or the Shareholders of the Trust; provided, however, that a shareholder
of a particular Series or Class shall not be entitled to vote upon a derivative
or class action on behalf of any other Series or Class or shareholder of any
other Series or Class.

Section 7.1.2. Separate Voting by Series and Class. On any
matter submitted to a vote of the Shareholders, all Shares shall be voted
separately by individual Series, except (i) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series or Class;
and (ii) when the Trustees have determined that the matter affects the interests
of more than one Series, then the Shareholders of all such Series shall be
entitled to vote thereon. The Trustees may also determine that a matter affects
only the interests of one or more Classes within a Series, in which case any
such matter shall only be voted on by such Class or Classes.

Section 7.1.3. Number of Votes. On any matter submitted to a
vote of the Shareholders, each Shareholder shall be entitled to one vote for
each dollar of net asset value standing in such Shareholder's name on the books
of each Series and Class in which such Shareholder owns Shares which are
entitled to vote on the matter.

Section 7.1.4. Cumulative Voting. There shall be no cumulative voting in
the election of Trustees.

Section 7.1.5. Voting of Shares; Proxies. Votes may be cast in
person or by proxy. A proxy with respect to Shares held in the name of two or
more persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving the invalidity of a proxy shall rest on the
challenger.

Section 7.1.6. Actions Prior to the Issuance of Shares. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, this Declaration of Trust or the By-laws to be
taken by Shareholders.

Section 7.2. Meetings of Shareholders.

Section 7.2.1. Annual or Regular Meetings. No annual or regular meetings of
Shareholders are required to be held.

Section 7.2.2. Special Meetings. Special meetings of
Shareholders may be called by the President of the Trust or the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders herein provided or upon any other matter upon
which Shareholder approval is deemed by the Trustees to be necessary or
desirable.

Section 7.2.3. Notice of Meetings. Written notice of any
meeting of Shareholders shall be given or caused to be given by the Trustees by
mailing or transmitting such notice at least ten (10) days before such meeting,
postage prepaid, stating the time, place and purpose of the meeting, to each
Shareholder at the Shareholder's address as it appears on the records of the
Trust.

Section 7.2.4. Call of Meetings. The Trustees shall promptly
call and give notice of a meeting of Shareholders for the purpose of voting upon
removal of any Trustee of the Trust when requested to do so in writing by
Shareholders holding not less than ten percent (10%) of the Shares of the Trust
then outstanding. For all other matters, the Trustees shall call or give notice
of a meeting within thirty (30) days after written application by Shareholders
entitled to cast at least ten percent (10%) of all of the votes entitled to be
cast on the matter requesting a meeting be called.

Section 7.3. Record Dates. For the purpose of determining the
Shareholders who are entitled to vote or act at any meeting, or who are entitled
to participate in any dividend or distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days (except at or in connection with the
termination of the Trust), as the Trustees may determine; or without closing the
transfer books the Trustees may fix a date and time not more than one hundred
twenty (120) days prior to the date of any meeting of Shareholders or other
action as the date and time of record for the determination of Shareholders
entitled to vote at such meeting or to be treated as Shareholders of record for
purposes of such other action. Any Shareholder who was a Shareholder at the date
and time so fixed shall be entitled to vote at such meeting or to be treated as
a Shareholder of record for purposes of such other action, even though such
Shareholder has since that date and time disposed of its Shares, and no
Shareholder becoming such after that date and time shall be so entitled to vote
at such meeting or to be treated as a Shareholder of record for purposes of such
other action.

Section 7.4. Quorum and Required Vote. Except as otherwise required by
the 1940 Act or other applicable law, this Declaration of Trust, or the By-laws,
thirty percent (30%) of the votes entitled to be cast in person or by proxy
shall be a quorum as to any particular matter; provided, however, that any
lesser number shall be sufficient for matters upon which the shareholder vote at
any meeting called in accordance with Section 7.5. Any matter upon which the
Shareholders vote shall be approved by a majority of the votes cast on such
matter at a meeting of the Shareholders at which a quorum is present, except
that Trustees shall be elected by a plurality of the votes cast at such a
meeting.

Section 7.5. Adjournments. If a meeting at which a quorum was present
is adjourned, a meeting may be held within a reasonable time after the date set
for the original meeting without the necessity of further notice for the purpose
of taking action upon any matter that would have been acted upon at the original
meeting but for its adjournment.

Section 7.6. Actions by Written Consent. Except as otherwise required
by the 1940 Act or other applicable law, this Declaration of Trust, or the
By-laws, any action taken by Shareholders may be taken without a meeting if
Shareholders entitled to cast at least a majority of all of the votes entitled
to be cast on the matter (or such larger proportion thereof as shall be required
by the 1940 Act or by any express provision of this Declaration of Trust or the
By-laws) consent to the action in writing and such written consents are filed
with the records of the meetings of Shareholders. Such consent shall be treated
for all purposes as a vote taken at a meeting of Shareholders.

Section 7.7. Inspection of Records. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is required for
stockholders of a Delaware business corporation under the Delaware General
Corporation Law.

Section 7.8. Additional Provisions. The By-laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.

ARTICLE 8
Limitation of Liability and Indemnification

Section 8.1. General Provisions.

Section 8.1.1. General Limitation of Liability. No personal
liability for any debt or obligation of the Trust shall attach to any Trustee of
the Trust. Without limiting the foregoing, a Trustee shall not be responsible
for or liable in any event for any neglect or wrongdoing of any officer, agent,
employee, investment adviser, subadviser, principal underwriter or custodian of
the Trust, nor shall any Trustee be responsible or liable for the act or
omission of any other Trustee. Every note, bond, contract, instrument,
certificate, Share or undertaking and every other act or thing whatsoever
executed or done by or on behalf of the Trust or the Trustees or any Trustee in
connection with the Trust shall be conclusively deemed to have been executed or
done only in or with respect to their or his or her capacity as Trustees or
Trustee and neither such Trustees or Trustee nor the Shareholders shall be
personally liable thereon.

Section 8.1.2. Notice of Limited Liability. Every note, bond,
contract, instrument, certificate or undertaking made or issued by the Trustees
or by any officers or officer shall recite that the same was executed or made by
or on behalf of the Trust by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are binding only
upon the assets and property of the Trust or belonging to a Series thereof, and
may contain such further recitals as they or he may deem appropriate, but the
omission thereof shall not operate to bind any Trustees or Trustee or officers
or officer or Shareholders or Shareholder individually.

Section 8.1.3. Liability Limited to Assets of the Trust. All
persons extending credit to, contracting with or having any claim against the
Trust shall look only to the assets of the Trust or belonging to a Series
thereof, as appropriate, for payment under such credit, contract or claim, and
neither the Shareholders nor the Trustees nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor.

Section 8.2. Liability of Trustees. The exercise by the Trustees of
their powers and discretion hereunder shall be binding upon the Trust, the
Shareholders, and any other person dealing with the Trust. The liability of the
Trustees, however, shall be limited by this Section 8.2.

Section 8.2.1. Liability for Own Actions. A Trustee shall be
liable to the Trust or the Shareholders only for his own willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the
conduct of the office of Trustee, and for nothing else, and shall not be liable
for errors of judgment or mistakes of fact or law.

Section 8.2.2. Liability for Actions of Others. The Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing of
any officer, agent, employee, consultant, adviser, administrative distributor,
principal underwriter, custodian, transfer agent, dividend disbursing agent,
Shareholder servicing agent, or accounting agent of the Trust, nor shall any
Trustee be responsible for any act or omission of any other Trustee.

Section 8.2.3. Advice of Experts and Reports of Others. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust and their duties as Trustees
hereunder, and shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. In discharging their
duties, the Trustees, when acting in good faith, shall be entitled to rely upon
the books of account of the Trust and upon written reports made to the Trustees
by any officer appointed by them, any independent public accountant and (with
respect to the subject matter of the contract involved) any officer, partner or
responsible employee of any other party to any contract entered into hereunder.

Section 8.2.4. Bond. The Trustees shall not be
required to give any bond as such, nor any surety if a bond
is required.

Section 8.2.5. Declaration of Trust Governs Issues of
Liability. The provisions of this Declaration of Trust, to the extent that they
restrict the duties and liabilities of the Trustees otherwise existing at law or
in equity, are agreed by the Shareholders and all other Persons bound by this
Declaration of Trust to replace such other duties and liabilities of the
Trustees.

Section 8.3. Liability of Third Persons Dealing With Trustees. No
person dealing with the Trustees shall be bound to make any inquiry concerning
the validity of any transaction made or to be made by the Trustees or to see to
the application of any payments made or property transferred to the Trust or
upon its order.

Section 8.4. Liability of Shareholders. Without limiting the provisions
of this Section 8.4 or the DBTA, the Shareholders shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations organized for profit under the Delaware General Corporation Law.

Section 8.4.1. Limitation of Liability. No personal liability
for any debt or obligation of the Trust shall attach to any Shareholder or
former Shareholder of the Trust, and neither the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or otherwise.

Section 8.4.2. Indemnification of Shareholders. In case any
Shareholder or former Shareholder of the Trust shall be held to be personally
liable solely by reason of being or having been a Shareholder and not because of
such Shareholder's acts or omissions or for some other reason, the Shareholder
or former Shareholder (or, in the case of a natural person, his or her heirs,
executors, administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the assets of the Trust to be held harmless from and indemnified
against all loss and expense arising from such liability; provided, however,
there shall be no liability or obligation of the Trust arising hereunder to
reimburse any Shareholder for taxes paid by reason of such Shareholder's
ownership of any Shares or for losses suffered by reason of any changes in value
of any Trust assets. The Trust shall, upon request by the Shareholder or former
Shareholder, assume the defense of any claim made against the Shareholder for
any act or obligation of the Trust and satisfy any judgment thereon.

Section 8.5. Indemnification.

Section 8.5.1. Indemnification of Covered Persons. Subject to
the exceptions and limitations contained in Section 8.5.2, every person who is,
or has been, a Trustee, officer, employee or agent of the Trust, including
persons who serve at the request of the Trust as directors, trustees, officers,
employees or agents of another organization in which the Trust has an interest
as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered
Person"), shall be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been such a
Trustee, director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.

Section 8.5.2. Exceptions. No indemnification shall
be provided hereunder to a Covered Person:

(a) For any liability to the Trust or its Shareholders arising out of a
final adjudication by the court or other body before which the proceeding was
brought that the Covered Person

engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office;

(b) With respect to any matter as to which the Covered Person shall
have been finally adjudicated not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Trust; or

(c) In the event of a settlement or other disposition not involving a
final adjudication (as provided in paragraph (a) or (b) of this Section 8.5.2)
and resulting in a payment by a Covered Person, unless there has been either a
determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office by the court or other body approving the settlement or
other disposition, or a reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that he or she did
not engage in such conduct, such determination being made by: (i) a vote of a
majority of the Disinterested Trustees (as such term is defined in Section
8.5.5) acting on the matter (provided that a majority of Disinterested Trustees
then in office act on the matter); or (ii) a written opinion of independent
legal counsel.

Section 8.5.3. Rights of Indemnification. The rights of
indemnification herein provided may be insured against by policies maintained by
the Trust, and shall be severable, shall not affect any other rights to which
any Covered Person may now or hereafter be entitled, shall continue as to a
person who has ceased to be a Covered Person, and shall inure to the benefit of
the heirs, executors and administrators of such person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel other than
Covered Persons may be entitled by contract or otherwise under law.

Section 8.5.4. Expenses of Indemnification. Expenses of
preparation and presentation of a defense to any claim, action, suit or
proceeding subject to a claim for indemnification under this Section 8.5 shall
be advanced by the Trust prior to final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he or she is not entitled to indemnification under
this Section 8.5, provided that either:

(a) Such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising out of
any such advances; or

(b) A majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter) or independent legal counsel in a written opinion shall determine,
based upon a review of the readily available facts (as opposed to the facts
available upon a full trial), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

Section 8.5.5. Certain Defined Terms Relating to
Indemnification. As used in this Section 8.5, the following
words shall have the meanings set forth below:

(a) A "Disinterested Trustee" is one (i) who is not an Interested
Person of the Trust (including anyone, as such Disinterested Trustee, who has
been exempted from being an Interested Person by any rule, regulation or order
of the Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or has been pending;

(b) "Claim," "action," "suit" or "proceeding" shall apply to all
claims, actions, suits, proceeding (civil, criminal, administrative or other,
including appeals), actual or threatened; and

(c) "Liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.

ARTICLE 9

Termination or Reorganization

Section 9.1. Termination of Trust or Series. Unless terminated as
provided herein, the Trust and each Series designated and established pursuant
to this Declaration of Trust shall continue without limitation of time.

Section 9.1.1. Termination. Subject to approval by a majority
of the affected Shareholders, the Trust, any Series, or any Class (and the
establishment and designation thereof) may be terminated by an instrument
executed by a majority of the Trustees then in office; provided, however, that
no approval of affected Shareholders is necessary if a majority of the trustees
then in office determines that the continuation of the Trust, Series, or Class
is not in the best interests of the Trust, such Series, such Class, or the
affected Shareholders as a result of factors or events adversely affecting the
ability of the Trust, Series, or Class to conduct its business and operations in
an economically viable manner.

Section 9.1.2. Distribution of Assets. Upon termination of the
Trust or any Series or any Class, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued or anticipated,
as may be determined by the Trustees, the Trust shall, in accordance with such
procedures as the Trustees consider appropriate, reduce the remaining assets of
the Trust to distributable form in cash or other securities, or any combination
thereof, and distribute the proceeds to the affected Shareholders in the manner
set forth by resolution of the Trustees.

Section 9.1.3. Certificate of Cancellation. Upon
termination of the Trust, the Trustees shall file a
certificate of cancellation in accordance with Section 3810 of the DBTA.

Section 9.2. Reorganization. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or more
Series, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Series of the Trust, in exchange for cash,

shares or other securities (including, in the case of a transfer to another
Series of the Trust, Shares of such other Series) with such transfer either (i)
being made subject to, or with the assumption by the transferee of, the
liabilities belonging to each Series the assets of which are so transferred, or
(ii) not being made subject to, or not with the assumption of, such liabilities.
Following such transfer, the Trustees shall distribute such cash, Shares or
other securities (giving due effect to the assets and liabilities belonging to
and any other differences among the various Series the assets belonging to which
have been so transferred) among the Shareholders of the Series the assets
belonging to which have been so transferred. If all of the assets of the Trust
have been so transferred, the Trust shall be terminated.

Section 9.3. Merger or Consolidation.

Section 9.3.1. Authority to Merge or Consolidate. Pursuant to
an agreement of merger or consolidation, the Trust, or any one or more Series,
may merge or consolidate with or into one or more business trusts or other
business entities formed or organized or existing under the laws of the State of
Delaware or another other state of the United States or any foreign country or
other foreign jurisdiction.

Section 9.3.2. No Shareholder Approval Required. Any merger
or consolidation described in Section 9.3.1 shall not require the vote of the
Shareholders affected thereby, unless such vote is required by the 1940 Act or
other applicable laws, or unless such merger or consolidation would result in an
amendment of this Declaration of Trust which would otherwise require the
approval of such Shareholders.

Section 9.3.3. Subsequent Amendments. In accordance with
Section 3815(f) of DBTA, an agreement of merger or consolidation may effect any
amendment to this Declaration of Trust or the By-laws or effect the adoption of
a new declaration of trust or By-laws of the Trust if the Trust is the surviving
or resulting business trust.

Section 9.3.4. Certificate of Merger or Consolidation
Upon completion of the merger or consolidation, the
Trustees shall file a certificate of merger or consolidation in accordance with
Section 3810 of the DBTA.

ARTICLE 10
Miscellaneous Provisions

Section 10.1. Signatures. To the extent permitted by applicable law,
any instrument signed pursuant to a validly executed power of attorney shall be
deemed to have been signed by the Trustee or officer executing the power of
attorney. To the extent permitted by law, any Trustee or officer may, in his or
her discretion, accept a facsimile signature as evidence of a valid signature on
any document.

Section 10.2. Certified Copies. The original or a copy of this
Declaration of Trust and of each amendment hereto shall be kept in the office of
the Trust where it may be inspected by any Shareholder. Anyone dealing with the
Trust may rely on a certificate by an officer or Trustee of the Trust as to
whether or not any such amendments have been made and as to any matters in
connection with the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by an officer or Trustee of the Trust to
be a copy of this Declaration of Trust or of any such amendments.

Section 10.3. Certain Internal References. In this Declaration of
Trust or in any such amendment, references to this Declaration of Trust, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to
this Declaration of Trust as a whole and as amended or affected by any such
amendment.

Section 10.4. Headings. Headings are placed herein for convenience of
reference only, and in case of any conflict, the text of this instrument, rather
than the headings, shall control. This instrument may be executed in any number
of counterparts, each of which shall be deemed an original.

Section 10.5. Resolution of Ambiguities. The Trustees may construe any
of the provisions of this Declaration insofar as the same may appear to be
ambiguous or inconsistent with any other provisions hereof, and any such
construction hereof by the Trustees in good faith shall be conclusive as to the
meaning to be given to such provisions. In construing this Declaration, the
presumption shall be in favor of a grant of power to the Trustees.

Section 10.6. Amendments.

Section 10.6.1. Generally. Except as otherwise specifically
provided herein or as required by the 1940 Act or other applicable law, this
Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the Trustees then in office.

Section 10.6.2. Certificate of Amendment. In the event of any
amendment to this Declaration of Trust which affects the Trust's certificate of
trust, the Trustees shall file a certificate of amendment in accordance with
Section 3810 of the DBTA.

Section 10.6.3. Prohibited Retrospective Amendments. No
amendment of this Declaration of Trust or repeal of any of its provisions shall
limit or eliminate the limitation of liability provided to Trustees and officers
hereunder with respect to any act or omission occurring prior to such amendment
or repeal.

Section 10.7. Governing Law. This Declaration of Trust is executed and
delivered with reference to DBTA and the laws of the State of Delaware by all
the Trustees whose signatures appear below, and the rights of all parties and
the validity and construction of every provision hereof shall be subject to and
construed according to DBTA and the laws of the State of Delaware (unless and to
the extent otherwise provided for and/or preempted by the 1940 Act or

other applicable federal securities laws); provided, however, that there shall
not be applicable to the Trust, the Trustees, or this Declaration of Trust (a)
the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any
provisions of the laws (statutory or common) of the State of Delaware (other
than the DBTA) pertaining to trusts which are inconsistent with the rights,
duties, powers, limitations or liabilities of the Trustees set forth or
referenced in this Declaration of Trust. All references to sections of the DBTA
or the 1940 Act, or any rules or regulations thereunder, refer to such sections,
rules, or regulations in effect as of the date of this Declaration of Trust, or
any successor sections, rules, or regulations thereto.

Section 10.8. Severability. The provisions of this Declaration of Trust
are severable, and if the Trustees shall determine, with the advice of counsel,
that any of such provision is in conflict with the 1940 Act, the DBTA, or with
other applicable laws and regulations, the conflicting provision shall be deemed
never to have constituted a part of this Declaration of Trust; provided,
however, that such determination shall not affect any of the remaining
provisions of this Declaration of Trust or render invalid or improper any action
taken or omitted prior to such determination. If any provision of this
Declaration of Trust shall be held invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any other
jurisdiction or any other provision of this Declaration of Trust in any
jurisdiction.

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust,
have executed this Declaration of Trust as of the date first written above.

By: /s/Julie A. Tedesco
Name: Julie A. Tedesco
Title: Trustee

By: /s/Teresa M.R. Hamlin
Name: Teresa M.R. Hamlin
Title: Trustee

Exhibit 2

BY-LAWS
OF

SAGE LIFE INVESTMENT TRUST

TABLE OF CONTENTS
<S> <C> <C>
ARTICLE 1 Offices
----------------------------------------------------
1.1. Delaware Office
----------------------------------------------
1.2. Other Offices
------------------------------------------------
ARTICLE 2 Meetings of the Trustees
------------------------------------------
2.1. Regular Meetings
----------------------------------------------
2.2. Special Meetings
----------------------------------------------
2.2.1. Time and Place
2.2.2. Notice
2.3. Participation by Telephone
2.4. Voting

ARTICLE 3 Officers
-----------------------------------------------------------
3.1. Enumeration
---------------------------------------------------
3.2. Qualification
-------------------------------------------------
3.3. Election or Appointment
--------------------------------------
----------------------------------------------------------
3.5. Powers
-------------------------------------------------------
3.6. Titles and Duties
---------------------------------------------
3.6.1. Chairman of the Board; President
-------------------
3.6.2. Vice President
-------------------------------------
3.6.3. Treasurer
-------------------------------------------
3.6.4. Assistant Treasurer
-------------------------------
3.6.5. Secretary
-----------------------------------------
3.6.6. Assistant Secretary
--------------------------------
3.6.7. Temporary Secretary
---------------------------------
3.7. Resignation, Retirement, and Removal

ARTICLE 4 Share Certificates
------------------------------------------------
4.1. General
-------------------------------------------------------
4.2. Receipts In Lieu of Certificates
-----------------------------
4.3. Future Issuance of Certificates
-------------------------------
4.4. Loss of Certificates
------------------------------------------
4.5. Discontinuance of Issuance of Certificates
---------------------

ARTICLE 5 Miscellaneous Provisions
-----------------------------------------
5.1. Committees
----------------------------------------------------
5.2. Reports
--------------------------------------------------------
5.3. Fiscal Year
----------------------------------------------------
5.4. Seal
----------------------------------------------------------
5.5. Execution of Papers
-------------------------------------------
5.6. Dealings with Trustees and Officers
---------------------------
5.7. Amendments
----------------------------------------------------

</TABLE>

BY-LAWS
of
SAGE LIFE INVESTMENT TRUST

These By-laws, made as of this day, January 9, 1998, shall be subject to the
Declaration of Trust, as from time to time in effect, of Sage Life Investment
Trust (the "Trust"), a Delaware business trust formed on January 9, 1998,
pursuant to a declaration of trust (the "Declaration of Trust"). In the event of
any inconsistency between the terms hereof and the terms of the Declaration of
Trust, the terms of the Declaration of Trust shall control. Capitalized terms
are used as defined in the Declaration of Trust, except as specifically defined
herein.

ARTICLE 1
Offices

Section 1.1. Delaware Office. In addition to the principal place of
business of the Trust as set forth in Section 3.2 of the Declaration of Trust,
the Trust shall maintain an office within the State of Delaware which, unless
otherwise fixed by the Trustees, shall be identical to the business office of
the Registered Agent of the Trust as set forth in Section 3.1 of the Declaration
of Trust.

Section 1.2. Other Offices. The Trustees may, at any time,
establish branch or subordinate offices at any place or
places where the Trust intends to do business.

ARTICLE 2
Meetings of the Trustees

Section 2.1. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to Trustees absent at the time
of such determination.

Section 2.2. Special Meetings. Special meetings of the Trustees
may be called by the Chairman of the Board, the
President, the Treasurer, or by two or more Trustees.

Section 2.2.1. Time and Place. Special meetings may
be held at any time and at any place designated in the
call of the meeting.

Section 2.2.2. Notice. Sufficient notice of the special meeting must be
given to each Trustee by the Secretary, an Assistant Secretary, or the person or
persons calling the meeting. Notice by First Class mail addressed to a Trustee
at his or her usual or last known business or residence address, notice to such
Trustee in person or by telephone at least

twenty-four hours before the special meeting, or notice by other means
determined by the Trustees shall be sufficient notice of the special meeting.
Notice of a special meeting need not be given to any Trustee if a written waiver
of such notice, executed by such Trustee before or after the meeting, is filed
with the records of the special meeting. Attendance by a Trustee at a special
meeting shall be deemed to be an effective waiver of notice of such special
meeting, unless such Trustee protests the lack of notice to him or her prior to
or at the commencement of such special meeting. Neither notice of a special
meeting nor a written waiver of notice need specify the purposes of the special
meeting.

Section 2.3. Participation by Telephone. One or more of the Trustees
may participate in a meeting of the Trustees or any committee thereof by means
of a conference telephone or similar communications or video equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting to
the extent permitted by the 1940 Act.

Section 2.4. Voting. Additional requirements as to voting by Trustees are
set forth in Section 5.12 of the Declaration of Trust.

ARTICLE 3
Officers

Section 3.1. Enumeration. The officers of the Trust shall be a Chairman
of the Board, a President, a Treasurer, a Secretary, and such other officers,
including one or more Vice Presidents, Assistant Treasurers, and/or Assistant
Secretaries, as the Trustees from time to time may in their discretion elect.
The Trust may also have such agents as the Trustees from time to time may in
their discretion appoint.

Section 3.2. Qualification. The Chairman of the Board shall be a Trustee
and may, but need not be, a shareholder. Any other officer may, but need not be,
a Trustee or shareholder. Any two or more offices may be held by the same person
except that the same person may not be both President and Treasurer.

Section 3.3. Election or Appointment. The Chairman of the Board, the
President, the Treasurer, and the Secretary shall be elected by the Trustees at
the first meeting of the Trustees. Any vacancy or anticipated vacancy resulting
for any reason, including without limitation the death, resignation, retirement,
removal, or incapacity of such officers may be filled by a majority of the
Trustees then in office through the appointment in writing of such other person
as the Trustees in their discretion shall determine. Other officers, if any, may
be elected or appointed by the Trustees or their designee at any meeting of the
Trustees or at any other time.

Section 3.4. Tenure. The Chairman of the Board, the President, the
Treasurer, and the Secretary shall hold office until
their respective successors are chosen and qualified, or in each

case until he or she sooner dies, resigns, is removed, or becomes disqualified.
Each other officer shall hold office and each agent shall retain authority at
the pleasure of the Trustees.

Section 3.5. Powers. Subject to the other provisions of these Bylaws,
each officer shall have, in addition to the duties and powers set forth herein
and in the Declaration of Trust, such duties and powers as are commonly
incident to the office occupied by such officer as if the Trust were organized
as a Delaware business corporation and such other duties and powers as the
Trustees may from time to time designate.

Section 3.6. Titles and Duties.

Section 3.6.1. Chairman of the Board; President. Unless the
Trustees otherwise provide, the Chairman of the Board, or, in the absence of
the Chairman, the President, shall preside at all meetings of the shareholders
and of the Trustees. Unless the Trustees otherwise provide, the President
shall be the Chief Executive Officer of the Trust. The Chairman of the Board
and the President shall each also perform such other duties and have such
other powers as the Board of Trustees may from time to time prescribe.

Section 3.6.2. Vice President. In the absence of the President
or in the event of his or her inability or refusal to act, the Vice President,
or if there is more than one Vice President, the Vice Presidents in their
order of election or in such other order as determined by the Trustees, shall
perform the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall also perform such other duties and have such other powers as
The Board of Trustees or the President may from time to time prescribe.

Section 3.6.3. Treasurer. The Treasurer shall be the chief
financial and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangements made by the
Trustees with a custodian, investment adviser or manager, or transfer,
shareholder servicing or similar agent, be in charge of the valuable papers,
books of account and accounting records of the Trust. The Treasurer shall also
perform such other duties and have such other powers as the Board of Trustees
or the President may from time to time prescribe.

Section 3.6.4. Assistant Treasurer. In the absence of the
Treasurer or in the event of his or her inability or refusal to act, the
Assistant Treasurer, or if there is more than one, the Assistant Treasurers in
their order of election or in such other order as determined by the Trustees,
shall perform the duties of the Treasurer, and when so acting shall have all
the powers of and be subject to all the restrictions upon the Treasurer. The
Assistant Treasurers shall also perform such other duties and have such other
powers as the Board of Trustees or the President may from time to time
prescribe.

Section 3.6.5. Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept for such purposes, which books
or a copy

thereof shall be kept at the principal office of the Trust or at such other
place as designated by the Trustees. The Secretary shall also perform such other
duties and have such other powers as the Board of Trustees or the President may
from time to time prescribe.

Section 3.6.6. Assistant Secretary. In the absence of the
Secretary or in the event of his or her inability or refusal to act, the
Assistant Secretary, or if there is more than one, the Assistant Secretaries in
their order of election or in such other order as determined by the Trustees,
shall perform the duties of the Secretary, and when so acting shall have all the
powers of and be subject to all the restrictions upon the Secretary. The
Assistant Secretaries shall also perform such other duties and have such other
powers as the Board of Trustees or the President may from time to time
prescribe.

Section 3.6.7. Temporary Secretary. In the absence of the
Secretary and all Assistant Secretaries from any meeting of the shareholders or
Trustees the Trustees may appoint a temporary secretary at such meetings, who
shall perform the duties of the Secretary for the purposes of such meeting.

Section 3.7. Resignation, Retirement, and Removal. Any officer may
resign at any time. Such resignation shall be effective when notice thereof is
received by the Chairman of the Board, President or Secretary, except that a
resignation shall be effective on such date and at such time as is set forth in
writing by the resignee. The Trustees may remove any officer elected by them
with or without cause by the vote or written consent of a majority of the
Trustees then in office. To the extent that any officer or Trustee of the Trust
receives compensation from the Trust and except as may otherwise be expressly
provided in a written agreement with the Trust, no Trustee or officer resigning
and no officer removed shall have any right to any compensation for any period
following his or her resignation or removal, or any right to damages on account
of such removal.

ARTICLE 4
Share Certificates

Section 4.1. General. No certificates certifying the ownership of shares in
the Trust or in any Series or any Class of the Trust are required to be issued,
except as the Trustees may otherwise determine from time to time.

Section 4.2. Receipts In Lieu of Certificates. In lieu of issuing
certificates for shares, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the Trust for the
record holders of such shares in accordance with the Declaration of Trust, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.

Section 4.3. Future Issuance of Certificates. The Trustees may at any
time authorize the issuance of share certificates to one or more shareholders.
Such certificate shall be in such form prescribed by the Trustees; provided,
however, that such certificate shall state the number of shares it represents
and shall be signed by the President or a Vice President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimiles if the certificate is
signed by a transfer agent or registrar who is not a Trustee, officer, or
employee of the Trust. In case any officer who has signed such certificate or
whose facsimile signature has been placed on such certificates shall cease to be
an officer before such certificate is issued, it may be issued by the Trust with
the same effect as if he or she were such officer at the time of its issue.

Section 4.4. Loss of Certificates. In case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate certificate
may be issued in place thereof, upon such terms as the Trustees shall prescribe.

Section 4.5. Discontinuance of Issuance of Certificates. The Trustees
may at any time discontinue the issuance of share certificates and may, by
written notice to each shareholder holding a certificate, require the surrender
of share certificates to the Trust for cancellation. Such surrender and
cancellation shall not affect the ownership of shares in the Trust.

ARTICLE 5
Miscellaneous Provisions

Section 5.1. Committees. The Trustees, by vote of a majority of the
Trustees then in office, may elect from their number an Audit Committee,
Executive Committee, Nominating Committee, or any other committee, and may
delegate thereto some or all of their powers except those which by law, by the
Declaration of Trust, or by these By-laws may not be delegated. Except as the
Trustees may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Trustees or in
such rules, its business shall be conducted so far as possible in the same
manner as is provided by these By-laws for the Trustees themselves. All members
of such committee shall hold such offices at the pleasure of the Trustees. The
Trustees may abolish any committee at any time. Any committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees. The Trustees shall have
power to rescind any action of any committee, but no such rescission shall have
retroactive effect.

Section 5.2. Reports. The Trustees and officers shall render reports at
the time and in the manner required by the Declaration of Trust or any
applicable law. Officers and committees shall render such additional reports as
they may deem desirable or as may from time to time be required by the Trustees.

Section 5.3. Fiscal Year. The fiscal year of the Trust shall be fixed by
resolution of the Trustees.

Section 5.4. Seal. No official seal of the Trust shall be required to
execute any instrument on behalf of the Trust in accordance with Section 5.5.

Section 5.5. Execution of Papers. Except as the Trustees may generally
or in particular cases authorize the execution thereof in some other manner, all
deeds, leases, contracts, notes and other obligations made by the Trustees shall
be signed by the President, any Vice President, Treasurer, any Assistant
Treasurer, Secretary, or any Assistant Secretary, or any officer authorized to
do so by the Trustees or any of the foregoing.

Section 5.6. Dealings with Trustees and Officers. Any Trustee, officer
or other agent of the Trust may acquire, own and dispose of shares of the Trust
to the same extent as if he were not a Trustee, officer or agent, and the
Trustees may accept subscriptions to shares or repurchase shares from any firm
or company in which any Trustee, officer or other agent of the Trust may have an
interest.

Section 5.7. Amendments. These By-laws may be amended or repealed, in whole
or in part, by majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.